U.S. Securities and Exchange Commission

                           Washington, DC 20549

                               Form 10-QSB

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

              For the quarterly period ended October 31, 2000

         [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

                For the transition period from ---- to ----

                      Commission File number 0-26849

                        BF ACQUISITION GROUP III, INC.
   -------------------------------------------------------------------------
               (Exact name of small business issuer as
                      specified in its charter)
            Florida                            65-0913585
   --------------------------------------------------------------------------
   (State of other jurisdiction of             (IRS Employer
   incorporation or organization)              Identification No.)

    319 Clematis Street, Suite 812, West Palm Beach, Florida 33401
   --------------------------------------------------------------------------
                    (Address of principal executive offices)

                            (561) 655-0665
  ----------------------------------------------------------------------------
                        (Issuer's telephone number)


       (Former name, former address, and former fiscal year,
                if changed since last report)

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes _X_    No ___

                 APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:
     As of December 15, 2000, there were 815,000 shares of common stock,
$0.001 par value, issued and outstanding.

     Transitional Small Business Disclosure Format (check one);
 Yes __    No _X__

<PAGE 2>
                     BF ACQUISITION GROUP III, INC.

                           Form 10-QSB Index
                           October 31, 2000
                                                                         Page


Part I: Financial Information...............................................2

     Item 1. Financial Statements ..........................................3

          Balance Sheets- October 31,2000 (Unaudited) and
               April 30, 1999 (Unaudited)...................................3

          Statements of Operations -
               Three months ended October 31, 2000 and 1999
               (unaudited) and Six months ended
               October 31, 2000 and 1999 (unaudited)........................4

          Statements of Stockholders' Equity
          From April 15, 1999 through October 31,2000.......................5

          Statements of Cash Flows -
               Three months ended October 31, 2000 and 1999
               (unaudited) and Six months ended
               October 31, 2000 and 1999 (unaudited)........................6

          Notes to Financial Statements ....................................7

     Item 2. Management's Plan of Operation ................................10

Part II:   Other Information ...............................................11

     Item 1.   Legal Proceedings ...........................................11

     Item 2.   Changes in Securities .......................................11

     Item 3.   Defaults Upon Senior Securities .............................11

     Item 4.   Submission of Matters to a Vote of Security Holders..........11

     Item 5.   Other Information ...........................................11

     Item 6.   Exhibits and Reports on Form 8-K ............................11

Signatures .................................................................11

<PAGE 3>

                                PART I
                        FINANCIAL INFORMATION


Item 1.  Financial Statements


BF ACQUISITION GROUP III, INC.
(A Development Stage Company)
BALANCE SHEET

<TABLE>
<CAPTION>


                                        October 31,         April 30,
                                          2000                2000
                                        ------------      ------------
<S>                                       <C>                <C>

                                        (unaudited)
ASSETS


Current assets:
     Cash and cash equivalents           $   644             $ 1,082
                                        ------------      -------------


     Total assets                        $   644             $ 1,082
                                        ============       ============

LIABILITIES AND STOCKHOLDERS' EQUITY


Accrued Expenses                         $   952              $ 650


Stockholders' equity:

  Preferred stock, no par value;
  5,000,000 shares authorized; none
  issued or outstanding                        -                 -
  Common stock $0.001 par value;
  50,000,000 shares authorized,
  795,000 shares issued and
  outstanding at July 31, 2000
  and April 30, 2000, respectively           805                 795
  Additional paid-in capital               4,136               3,646
  Deficit accumulated during the
  development stage                       (5,249)             (4,009)
                                       ------------         -----------

  Total stockholders' equity                (308)                432
                                       ------------         -----------
  Total liabilities and stockholders'
  equity                                 $   644              $ 1,082
                                       =============        ============

</TABLE>

The accompanying notes are an integral part of these financial statements.


<PAGE 4>

BF ACQUISITION GROUP III, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(unaudited)

<TABLE>
<CAPTION>



                          Three months     Three months      Six months     Six months
                            ended            ended            ended          ended
                          October 31,      October 31,      October 31,   October 31,
                            1999             2000             1999             2000
                          -------------    -------------   ------------   ------------
<S>                          <C>               <C>            <C>            <C>
                            (unaudited)     (unaudited)     (unaudited)     (unaudited)

Revenues                   $  -              $ -              $ -           $ -


General and administrative
expenses                       745             345             1,240           2,022
                          -------------    -------------   -----------    -------------

Loss before income tax
provision                     (745)           (345)           (1,240)          (2,022)


Provision for income taxes      -               -                -              -
                          --------------    -------------   ----------    --------------

Net loss                   $  (745)           $(345)         $(1,240)         $(2,022)
                          =============   ==============   ===========    =============


Basic and diluted loss
per common share:

Basic and diluted loss
per common share           $ (0.0009)        $(0.0004)       $(0.0016)        $(0.0026)
                          =============   ==============    ===========    ============
Weighted average number
of common shares outstanding 801,957           785,000       798,478            772,283
                          -------------   --------------    -----------    -------------

The accompanying notes are an integral part of these financial statements.

</TABLE>

<PAGE 5>

BF ACQUISITION GROUP III, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

<S>                            <C>                 <C>          <C>

                                                               Deficit
                                                              Accumulated
                              Common Stock       Additional   during the         Total
                           ----------------      Paid-in      Development      Stockholders'
                           Shares    Amount      Capital       Stage            Equity
                         --------   --------   -----------  -------------    --------------

Balance, April 15, 1999    -         $  -        $  -           $  -               -

Sale of 510,000 shares of
common stock              510,000       510         490           -              1,000

Common stock issued for
services                  190,000       190         182                            372

Net loss                   -              -          -           (372)            (372)
                         ---------   --------  -----------   -------------    -------------
Balance, April 30, 1999   700,000     $  700       $672         $(372)           $1,000
                        ==========   =========  ===========  =============   ============

Sale of 60,000 shares
of common stock            60,000          60      2,940          -               3,000

Common stock issued for
services                   35,000          35        34                              69

Net loss                    -              -         -           (3,637)         (3,637)
                        ----------  ----------  -----------  --------------   -----------

Balance, April 30, 2000   795,000     $   795     $ 3,646       $(4,009)         $  432
                        ==========  ==========  ===========  ===============  ===========

Sale of 10,000 shares
of common stock            10,000          10         490                           500

Net loss                                                         (1,240)         (1,240)
                        ----------  ----------  -----------  ---------------  ------------

Balance, October 31,2000  805,000     $   805     $ 4,136       $(5,249)         $ (308)
                        ==========  ==========  ===========  ===============  ============

</TABLE>


The accompanying notes are an integral part of these financial statements.

<PAGE 6>

BF ACQUISITION GROUP III, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>

                           Three months     Three months     Six months      Six months
                              ended          ended           ended           ended
                            October 31,     October 31,     October 31,      October 31,
                              2000           1999             2000           1999
                           -------------    ------------  ------------     -------------
  <S>                          <C>             <C>           <C>              <C>
                           (unaudited)    (unaudited)     (unaudited)      (unaudited)
Cash flows from
operating activities:

 Net loss                   $ (745)         $ (345)         $(1,240)         $ (2,022)
 Common stock issued for
 services                       -                               -                   69
 Changes in liabilities:
  Decrease in accrued expenses                 -              302                   -
                           -------------   -------------- ------------     -------------

  Net cash used in
  operating activities        (745)           (345)           (938)            (1,953)
                           -------------   -------------  ------------      ------------

Cash flows from financing
activities:

  Sale of common stock         500                              500              2,500
                           --------------  -------------- -------------     -------------

Net cash provided by
financing activities           500               -              500              2,500
                           --------------  -------------- -------------     -------------

Net (decrease) increase
in cash and cash equivalents  (245)           (345)            (438)              547

Cash and cash equivalents
at beginning of period         889            1,892            1,082            1,000
                           ---------------  -------------- --------------    -------------

Cash and cash equivalents
at end of period              $ 644           $ 1,547           $644           $1,547
                           ===============  ============== ==============    =============

</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE 7>

1.  ORGANIZATION AND BASIS OF PRESENTATION:

    BF Acquisition Group III, Inc., (the Company"), a development stage company,
was organized in Florida on April 15, 1999 as a "shell" company which plans to
look for suitable business partners or acquisition candidates to merge with or
acquire.  Operations since incorporation have consisted primarily of obtaining
the initial capital contribution by the founding shareholders and coordination
of activities regarding the SEC registration of the Company.

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabiiltes at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period.  Acutal results could differ from those estimates.

     The information for the three and six months ended October 31, 2000
includes all adjustments which are, in the opinion of management, necessary
to a fair statement of the results for the period.

     Certain information and footnote disclosure normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been omitted pursuant to the requirements of the Securities
and Exchange Commission, although the Company believes that the disclosures
included in these interim financial statements are adequate to make the
information not misleading.

     It is suggested that these consolidated financial statements should be
read in conjuction with the consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10KSB (see File Number
000-26849) on file with the Securities and Exchange Commission.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

INCOME TAXES

     The Company accounts for income taxes in accordance with the Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes", which
requires the recognition of deferred tax liabilites and assets at currently
enacted tax rates for the expected future tax consequences of events that
have been included in the financial statements or tax returns.  A valuation
allowance is recognized to reduce the net deferred tax asset to an amount
that is more likely than not to be realized.  The tax provision shown on the
accompanying statement of operations is zero since the deferred tax asset
generated from the net operating loss is offset in its entirety by valuation
allowances.

CASH AND CASH EQUIVALENTS

<PAGE 8>

     Cash and cash equivalents, if any, include all highly liquid debt
instruments with an original maturity date of three months or less at the
date of purchase.

EARNINGS PER COMMON SHARE

     The Company follow the provisions of SFAS No. 128, "Earnings Per Share",
which requires companies with complex capital structures or common stock
equivalents to present both basic and diluted earnings per share ("EPS"} on
the face of the income statement.  Basic EPS is calculated as income available
to common stockholders divided by the weighted average number of common shares
outstanding during the period.  Diluted EPS is calculated using the "if
converted" method for convertible securities and the treasury stock method
for options and warrants as previously prescribed by Accounting Principals
Board Opinion No. 15, "Earning Per Share".

STATEMENT OF COMPREHENSIVE INCOME

     A statement of comprehensive income has not been included, per SFAS 130,
"Reporting Comprehensive Income", as the Company has no items of other
comprehensive income.

3.  LOSS PER COMMON SHARE:

     Net loss per common share outstanding, as shown on the statement of
operations, is determined by the weighted average number of shares of common
stock outstanding during the period.  Diluted loss per common share
calculations are determined by dividing loss available to common shareholders
by the weighted average number of shares of common stock and dilutive common
stock equivalents outstanding during the period.

4.  CAPITAL STOCK

COMMON STOCK

     The holders of the common stock are entitled to one vote per share and
have non-cumulative voting rights.  The holders are also entitled to receive
dividends when, as, and if declared by the Board of Directors.  Additionally,
the holders of the common stock do not have any preemptive right to subscribe
for, or purchase, any shares of any class of stock.

PREFERRED STOCK

     The Board of Directors of the Company is authorized to provide for the
issuance of the preferred stock in classes or series and, by filing the
appropriate articles of the amendment with the Secretary of State of Florida,
is authorized to establish the number of shares to be included in each class
or series and the preferences, limitations and relative rights of each class
or series, which may include a conversion feature into common stock.  This
type of preferred stock is commonly referred to as "blank check preferred
stock". As of December 6, 2000, no shares of preferred stock have been issued
and no preferences, limitations and relative rights have been assigned.

<PAGE 9>

5.  RELATED PARTY TRANSACTIONS:

OFFICE FACILITIES

The Company sub-leases office space on a month-to-month basis for a nominal
fee from a shareholder/executive officer of the Company.


<PAGE 10>

Item 2.  Management's Plan of Operation.

OVERVIEW

     The following discussion "Management's Plan of Operation" contains
forward-looking statements. The words "anticipate," "believe," "expect,"
"plan," "intend," "estimate," "project," "will," "could," "may" and similar
expressions are intended to identify forward-looking statements. Such statements
reflect the Company's current views with respect to future events and financial
performance and involve risks and uncertainties.  Should one or more risks or
uncertainties occur, or should underlying assumptions prove incorrect, actual
results may vary materially and adversely from those anticipated, believed,
expected, planned, intended, estimated, projected or otherwise indicated.

     The following is qualified by reference to, and should be read in
conjunction with the Company's financial statements, and the notes thereto,
included elsewhere in this Form 10-QSB, as well as the discussion hereunder
"Management's Plan of Operation".

PLAN OF OPERATION

     BF ACQUISITION GROUP III, INC. (the "Company") is presently a development
stage company conducting virtually no business operation, other than its
efforts to effect a merger, exchange of capital stock, asset acquisition or
other similar business combination (a "Business Combination") with an operating
or development stage business ("Target Business") which desires to employ the
Company to become a reporting corporation under the Securities Exchange Act
of 1934. To date, the Company has neither engaged in any operations nor
generated any revenue. It receives no cash flow. The Company will carry out its
plan of business as discussed in Note 1. The Company cannot predict to what
extent its liquidity and capital resources will be diminished prior to the
consummation of a Business Combination or whether its capital will be further
depleted by the operating losses (if any) of the Target Business which the
Company effectuates a Business Combination with.

     Since inception to the period covered by this report, the Company has
received a cash infusion of $4,500.  With the exception of certain other
professional fees and costs related to a Business Combination, the Company
expects that it will incur minimal operating costs and meet its cash
requirements during the next 12 months. It is likely, however, that a Business
Combination might not occur during the next 12 months.  In the event the Company
depletes its present cash reserves prior to the effectuation of a Business
Combination, the Company may cease operations and a Business Combination may
not occur. David M. Bovi, P.A., the Company's sub-lessor, has agreed to waive
all of the Company's rent payments, if necessary, in order to preserve the
Company's cash reserves.  No commitments of any kind to provide additional funds
have been made by management, other present shareholders or any other third
person.  There are no agreements or understandings of any kind with respect to
any loans from officers or directors of the Company on behalf of the Company.
Accordingly, there can be no assurance that any additional funds will be
available to the Company to allow it to cover its expenses.  In the event the
Company elects to raise additional capital prior to the effectuation of a
Business Combination, it expects to do so through the private placement of
restricted securities

<PAGE 11>

rather than through a public offering.  The Company does not currently
contemplate making a Regulation S offering.

     Since inception to the period covered by this report, all of the
Company's out of pocket expenses, which approximated $3,800 were paid
pursuant to a $1,000 capital infusion made to the Company by the Company's
promoters in exchange for 510,000 shares of Common Stock and $3,500 capital
infusion made to the Company pursuant to the private sale of 70,000 shares of
Common Stock.

     Since the Company's cash reserves are minimal, officers and director's
of the Company are compensated by the Company by issuances of stock in lieu
of cash. Presently, there are no arrangements or anticipated arrangements to pay
any type of additional compensation to any officer or director in the near
future.   Regardless of whether the Company's cash assets prove to be
inadequate to meet the Company's operational needs, the Company might seek to
compensate providers of services by issuances of stock in lieu of cash.

       To date, we have not yet identified a Target Business to effectuate a
Business Combination with. Therefore, we are unable predict our cash
requirements subsequent to a Business Combination with the unidentified
Target Business. Subsequent to the occurrence of a Business Combination, we
may be required to raise capital through the sale or issuance of additional
securities in order to ensure that we can meet our operating costs for the
remainder of our fiscal year. No commitments of any kind to provide additional
funds to our Company subsequent to a Business Combination have been made by
management, other shareholders or any other third person. Accordingly, we
cannot assure that additional funds will be available to us to allow us to
cover our expenses subsequent to a Business Combination. If we cannot meet our
operating costs subsequent to a Business Combination, unless we can obtain
additional capital, we may cease operations.


                               PART II
                          OTHER INFORMATION

Item 1.  Legal Proceedings

     Not Applicable

Item 2.  Change in Securities

     Not Applicable

Item 3.  Defaults Upon Senior Securities

     Not Applicable

Item 4.  Submission of Matters to a Vote of Security Holders

     Not Applicable

Item 5.  Other Information

     Not Applicable

<PAGE 9>

Item 6.  Exhibits and Reports on Form 8-K

     (a)  Financial Data Schedule.
     (b)  No reports on Form 8-K were filed during the quarter
ended October 31, 2000.

                              SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                         BF ACQUISITION GROUP III, INC.
                         Registrant

Date: December 15, 2000  /s/ David M. Bovi
                        ------------------------
                         David M. Bovi,
                         Chief Executive Officer

Date: December 15, 2000  /s/ David M. Bovi
                        ------------------------
                         David M. Bovi,
                         Chief Executive Officer