U.S. Securities and Exchange Commission

                         Washington, DC 20549

                             Form 10-QSB

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

For the quarterly period ended December 31, 2004.

[ ] TRANSITION REPORT UNDER 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
----------------------------------------------------------------------
  (State or other jurisdiction of incorporation or organization)

                           65-0913585
----------------------------------------------------------------------
                (IRS Employer Identification No.)

             4 Mill Park Ct., Newark, Delaware 19713
----------------------------------------------------------------------
            (Address of principal executive offices)

                         (302) 366-8992
----------------------------------------------------------------------
                  (Issuer's telephone number)

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

               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
March 4, 2004, there were approximately 975,000 shares of common
stock, $0.001 par value, issued and outstanding.

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



<PAGE>



                    BF ACQUISITION GROUP III, INC.

                         Form 10-QSB Index
                         December 31, 2004

                                                                          Page

Part I: Financial Information..............................................1

     Item 1. Financial Statements .........................................2

             Consolidated Balance Sheets (Unaudited) ......................3

             Consolidated Statements of Operations (Unaudited).............4

             Consolidated Statement Of Stockholders' Deficit (Unaudited)...5

             Consolidated Statement Of Cash Flows (Unaudited)..............6

             Notes To Financial Statements (Unaudited)....................7-9

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

     Item 3. Controls and Procedures.......................................14

Part II: Other Information.................................................15

     Item 1. Legal Proceedings.............................................15

     Item 2. Unregistered Sales of Equity Securities and Use of Proceeds...15

     Item 3. Defaults Upon Senior Securities...............................15

     Item 4. Submission of Matters to a Vote of Security Holders...........15

     Item 5. Other Information.............................................15

     Item 6. Exhibits......................................................15

Signatures.................................................................16



<PAGE>



                                   PART I
                            FINANCIAL INFORMATION


Item 1.  Financial Statements


                                  1
<PAGE>



               BF ACQUISITION GROUP III, INC. & SUBSIDIARY

                          FINANCIAL STATEMENTS

                DECEMBER 31, 2004 AND SEPTEMBER 30, 2004
                              (UNAUDITED)


                                  2
<PAGE>





             BF ACQUISITION GROUP III, INC. AND SUBSIDIARY
                      CONSOLIDATED BALANCE SHEETS
               DECEMBER 31, 2004 AND SEPTEMBER 30, 2004
                           (UNAUDITED)


<TABLE>
<CAPTION>


                                                 DECEMBER 31,   SEPTEMBER 30,
                                                     2004           2004
                                                 -----------    -----------
<S>                                              <C>            <C>
                          ASSETS
                          ------
Current Assets:
    Cash and cash equivalents                    $     6,080    $       106
    Accounts receivable                                2,492              -
    Due from officer                                   1,288          1,288

                                                 -----------    -----------

  Total Assets                                   $     9,860    $     1,394
                                                 ===========    ===========




                  LIABILITIES AND STOCKHOLDERS' DEFICIT
                  -------------------------------------

Current Liabilities
    Accounts payable                             $    17,537    $     4,331
    Due to affiliates                                 80,486         69,574
                                                 -----------    -----------
         Total Current Liabilities                    98,023         73,905
                                                 -----------    -----------


Stockholders' Deficit
    Convertible preferred stock, Series A,
      $0.50 par value; 3,000,000 shares
      authorized, issued and outstanding           1,500,000      1,500,000
    Discount of convertible preferred stock       (1,500,000)    (1,500,000)
    Common stock, $.001 par value;
      20,000,000 shares authorized,
      975,000 shares issued and outstanding              975            975
    Additional paid-in capital                       219,462        219,462
      Accumulated deficit                           (308,600)      (292,948)
                                                 -----------    -----------
                                                     (88,163)       (72,511)
                                                 -----------    -----------

    Total Liabilities and Stockholders' Deficit  $     9,860    $     1,394
                                                 ===========    ===========
</TABLE>


         (See Accompanying Notes to Consolidated Financial Statements)


                                  3
<PAGE>


                 BF ACQUISITION GROUP III, INC. & SUBSIDIARY
                   CONSOLIDATED STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED DECEMBER 31, 2004 AND 2003
                               (UNAUDITED)

<TABLE>
<CAPTION>

                                                    Three Months    Three Months
                                                       Ended           Ended
                                                    December 31,    December 31,
                                                        2004            2003
                                                    -----------     -----------
<S>                                                 <C>             <C>

Net sales                                           $    52,688     $   115,031

Cost of sales                                            35,884          72,855
                                                    -----------     -----------

Gross profit                                             16,804          42,176

Selling, general and administrative expenses             32,462          53,781
                                                    -----------     -----------

Net loss from operations                                (15,658)        (11,605)

Other income                                                  6            --
                                                    -----------     -----------

NET LOSS                                            $   (15,652)    $   (11,605)
                                                    ===========     ===========

BASIC AND DILUTED WEIGHTED AVERAGE
      COMMON SHARES OUTSTANDING                         975,000       1,019,000
                                                    ===========     ===========

BASIC AND DILUTED NET LOSS PER
      COMMON SHARE                                  $     (0.02)    $     (0.01)
                                                    ===========     ===========
</TABLE>


         (See Accompanying Notes to Consolidated Financial Statements)


                                  4
<PAGE>



              BF ACQUISITION GROUP III, INC. AND SUBSIDIARY
             CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
              FOR THE THREE MONTHS ENDED DECEMBER 31, 2004
                               (UNAUDITED)



<TABLE>
<CAPTION>


                                                    Discount on                       Additional
                                     Preferred       Preferred         Common          Paid-In       Accumulated
                                       Stock           Stock            Stock          Capital         Deficit           Total
                                    -----------     -----------      -----------     -----------     -----------      -----------
<S>                                 <C>             <C>              <C>             <C>              <C>             <C>

Balance at September 30, 2004       $ 1,500,000     $(1,500,000)     $       975     $   219,462     $  (292,948)     $   (72,511)

Net loss for the three months
  ended December 31, 2004                  --              --               --              --           (15,652)         (15,652)
                                    -----------     -----------      -----------     -----------     -----------      -----------

Balance, October 31, 2004           $ 1,500,000     $(1,500,000)     $       975     $   219,462     $  (308,600)     $   (88,163)
                                    ===========     ===========      ===========     ===========     ===========      ===========
</TABLE>


         (See Accompanying Notes to Consolidated Financial Statements)


                                  5
<PAGE>



                BF ACQUISITION GROUP III, INC. AND SUBSIDIARY
                   CONSOLIDATED STATEMENT OF CASH FLOWS
            FOR THE THREE MONTHS ENDED DECEMBER 31, 2004 AND 2003
                              (UNAUDITED)

<TABLE>
<CAPTION>

                                                                 Three Months   Three Months
                                                                    Ended         Ended
                                                                 December 31,   December 31,
                                                                     2004          2003
                                                                   --------      --------
<S>                                                                <C>           <C>

Cash Flows From Operating Activities
       Net Loss                                                    $(15,652)     $(11,605)
       Adjustments to reconcile net loss to net cash flows
             used by operating activities
                   Stock issued in exchange for services               --            --
                   Net changes in:
                         Accounts receivable                         (2,492)        1,120
                         Accounts payable and accrued expenses       13,206         5,703
                                                                   --------      --------
Net cash used by operating activities                                (4,938)       (4,782)
                                                                   --------      --------

Cash Flows From Financing Activities
       Net increase (decrease) in amount due to affiliate            10,912         1,247
                                                                   --------      --------
Net cash provided by financing activities                            10,912         1,247
                                                                   --------      --------

Net Increase (Decrease) in Cash                                       5,974        (3,535)

Cash, Beginning of Period                                               106         4,111
                                                                   --------      --------

Cash, End of Period                                                $  6,080      $    576
                                                                   ========      ========
</TABLE>


         (See Accompanying Notes to Consolidated Financial Statements)


                                  6
<PAGE>



               BF ACQUISITION GROUP III, INC. & SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              (UNAUDITED)



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Organization and Nature of Business

   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
   from incorporation until August 31, 2004 have consisted primarily
   of obtaining the initial capital contribution by the founding
   shareholders and coordination of activities regarding the SEC
   registration of the Company.

   On August 31, 2004, the Company exchanged 3,000,000 shares of
   Series A Preferred Stock for 425,000 common shares of
   FundraisingDirect.com, Inc. ("FRD") of a total of 468,030 common
   shares.  FRD was incorporated in 1999 under the laws of the State
   of Delaware.  FRD is engaged in the sales and distribution of
   fundraising products to customers which are principally nonprofit
   organizations.

   Basis of Presentations

   Under accounting principles generally accepted in the United
   States, the share exchange is considered to be a capital
   transaction in substance, rather than a business combination.  That
   is, the share exchange is equivalent to the issuance of stock by
   FRD for the net monetary assets of the Company, accompanied by a
   recapitalization, and is accounted for as a change in capital
   structure.  Accordingly, the accounting for the share exchange will
   be identical to that resulting from a reverse acquisition, except
   no goodwill will be recorded.  Under reverse takeover accounting,
   the post reverse acquisition comparative historical financial
   statements of the legal acquirer, the Company, are those of the
   legal acquiree, FRD, which are considered to be the accounting
   acquirer.

   The Company has elected to change its fiscal year end to September 30.

   The accompanying interim period financial statements of BF
   Acquisition Group III, Inc., and Subsidiary are unaudited, pursuant
   to certain rules and regulations of the Securities and Exchange
   Commission, and include, in the opinion of management, all
   adjustments (consisting of only normal recurring accruals) necessary
   for a fair statement of the results for the periods indicated,
   which, however, are not necessarily indicative of results that may
   be expected for the full year. Certain information and footnote
   disclosures normally included in financial statements prepared in
   accordance with accounting principles generally accepted in the
   United States have been condensed or omitted pursuant to such rules
   and regulations.  The financial statements should be read in
   conjunction with the financial statements and the notes thereto
   included in the Company's September 30, 2004 Form 10-KSB and other
   information included in the Company's Forms 8-Ks and amendments
   thereto as filed with the Securities and Exchange Commission.

   Principles of Consolidation

   The accompanying consolidated financial statements include the
   accounts of the Company and 92% owned subsidiary FRD. The Company
   has recorded the minority interest loss amounting to $7,664 for the
   nine months ended September 30, 2004, and $928 for the three months
   ended December 31, 2004.


                                  7
<PAGE>



              BF ACQUISITION GROUP III, INC. & SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (UNAUDITED)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

   Use of Estimates

   The preparation of financial statements in conformity with U.S.
   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 liabilities
   at the date of the financial statements and the reported amounts of
   revenues and expenses during the reporting period. Actual results
   could differ from those estimates.

   Reclassifications

   Certain reclassifications have been made to the prior period
   financial statements to conform to the presentation in the current
   period's financial statements.

   Concentration of Credit Risk

   The Companies performs ongoing credit evaluations of its customers'
   financial condition and, generally, requires no collateral from its
   customers.

   Fair Value of Financial Instruments

   The Company's financial instruments consist of cash, receivables
   and payables.  The carrying values of cash, receivables and
   payables approximate fair value because of their short maturities.

   Revenue Recognition

   The Company recognizes net sales and the related cost of sales at
   the time the products are shipped to customers.

   Certain revenue is recorded on a net basis since the Company
   performs as an agent without assuming the risks and rewards of
   ownership of the goods and does not take title to the products.

NOTE 2 - MANAGEMENT PLANS

   The accompanying financial statements have been prepared assuming
   that the Company will continue as a going concern. The Company has a
   history of losses, and at December 31, 2004 had a stockholders'
   deficit of $88,163. The Company relies upon cash from operations and
   capital provided by its principal shareholders to fund working
   capital and capital expenditures; and the Company expects to meet
   its cash requirements during the next 12 months. A decrease in sales
   revenue or the refusal of its principal shareholders to continue to
   provide it with capital could negatively impact its short and long-
   term liquidity. Various economic conditions, the significant
   decrease in marketing spending, the loss of customers, or lower rate
   of participation by existing customers could result from a decrease
   in sales revenue. If other additional capital is required to fund
   the Company's current operations, no assurance can be given that
   such capital will be available on acceptable terms, if at all. In
   such an event, this may have a materially adverse effect on the
   Company's current operations and financial condition. If the need
   arises, additional funding would likely be provided through the use
   of various types of short-term funding, or loans from banks or
   financial institutions.


                                  8
<PAGE>



              BF ACQUISITION GROUP III, INC. & SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (UNAUDITED)


NOTE 3 - RELATED PARTY TRANSACTIONS

   The Company purchases products from a company related by common
   ownership.  During the three months December 31, 2004 and 2003,
   total purchases from related entity were $25,910 and $41,440,
   respectively.

   The Company shares certain operating expenses with this related
   entity.  The related entity pays these expenses and allocates to
   the Company its proportionate share of the expenses.  During the
   three months December 31, 2004 and 2003, these expenses amounted to
   approximately $16,000 and $53,000, respectively.

   As of December 31, 2004 and September 30, 2004, the payable to this
   entity amounted to $70,836 and $63,624, respectively. The payable
   is non-interest bearing with no specified repayment terms.


NOTE 4 - INCOME TAXES

   There is no income tax benefit for the losses for the three months
   ended December 31, 2004 and 2003 since management has determined
   that the realization of the deferred tax asset is not assured and
   has created a valuation allowance for the entire amount of such
   benefits.


                                  9
<PAGE>



Item 2.  Management's Discussion and Analysis or Plan of Operation.

    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 our 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. We caution you not to place undue reliance on
these forward-looking statements, which we have made as of the date of
this Quarterly Report on Form 10-QSB.

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

Background

    BF Acquisition Group, III, Inc. ("BF Acquisition Group") was
incorporated under the laws of the State of Florida on April 15, 1999
as a corporate vehicle created to seek to effect a merger, exchange of
capital stock, asset acquisition or other similar business combination
with an operating business that desired to employ BF Acquisition Group
to become a reporting corporation under the Securities Exchange Act of
1934. In March 2001, BF Acquisition Group ultimately ceased its
business activities and became dormant until July 2004.

    On August 31, 2004, BF Acquisition Group completed the
acquisition of approximately 92% of all of the issued and outstanding
shares of capital stock of FundraisingDirect.com, Inc., a Delaware
corporation ("FundraisingDirect") pursuant to a share exchange
agreement between BF Acquisition Group; FundraisingDirect; and Mr.
Justin P. DiNorscia and Mrs. Diane DiNorscia, who were the owners of
approximately 92% of all of the issued and outstanding shares of
capital stock of FundraisingDirect, making FundraisingDirect BF
Acquisition Group's 92% majority owned subsidiary. Additionally,
pursuant to that share exchange agreement, BF Acquisition Group
elected a majority of new members to its board of directors and
appointed new management.

    For accounting purposes, this acquisition transaction was
accounted for as a reverse-acquisition, whereby FundraisingDirect was
deemed to have purchased BF Acquisition Group. As a result, the
historical financial statements of FundraisingDirect became the
historical financial statements of BF Acquisition Group, and BF
Acquisition Group's April 30 fiscal year end was changed to
FundraisingDirect's December 31 fiscal year. Subsequently, on November
1, 2004, we changed our fiscal year end from December 31 to September
30. BF Acquisition Group operates as a holding company on behalf of
its majority owned subsidiary FundraisingDirect.


                                  10
<PAGE>



    On February 8, 2005, BF Acquisition Group; its majority-owned
subsidiary FundraisingDirect; Imprints Plus, Inc., ("Imprints Plus");
IPI Fundraising, Inc. ("IPI Fundraising"), a newly formed Delaware
corporation formed by Justin P. DiNorscia (the controlling
shareholder, principal officer and director of each of BF Acquisition
Group, FundraisingDirect and Imprints Plus) solely to effect the
merger transaction described below; and certain key stockholders of BF
Acquisition Group, FundraisingDirect, and Imprints Plus, all entered
into a definitive merger agreement (the "Merger Agreement").

    Pursuant to the terms of the Merger Agreement, at the effective
time of the merger, the separate existence of each of BF Acquisition
Group, FundraisingDirect and Imprints Plus shall cease and each of
these corporations shall be merged with and into IPI Fundraising,
which shall be the surviving corporation. Immediately after the
effective time, IPI Fundraising's capital structure will consist of
10,064,628 shares of IPI Fundraising common stock, par value $.001 and
3,000,000 shares of IPI Fundraising series A preferred stock, par
value $.50.

    Immediately after the effective time of the merger, (i) BF
Acquisition Group stockholders will own approximately 9.69% of IPI
Fundraising's outstanding common stock and 100% of IPI Fundraising's
outstanding series A preferred stock; (ii) Imprints Plus stockholders
will own approximately 50.64% of IPI Fundraising's outstanding common
stock; and (iii) the stockholders who own all of the outstanding
securities of FundraisingDirect not owned by BF Acquisition Group III,
will own approximately 39.67% of IPI Fundraising's outstanding common
stock (all of the outstanding securities of FundraisingDirect owned by
BF Acquisition Group III will be cancelled at the effective time of
the merger). Also, at the effective time of the merger, all vested and
unvested outstanding options to purchase Imprints Plus common stock
issued under Imprints Plus' 2004 Stock Option Plan or otherwise that
by their terms survive the closing, will be assumed by IPI
Fundraising.

    IPI Fundraising will register the IPI Fundraising common stock
and preferred stock issued pursuant to the Merger Agreement under the
Securities Act of 1933 pursuant to a registration statement on Form S-
4 filed with the Securities and Exchange Commission. After the
effective time of the merger, the directors and officers of IPI
Fundraising shall consist of the following persons: Justin P.
DiNorscia, Director, President, Chief Executive Officer, Secretary;
Dan Caputo, Jr., Interim Chief Financial Officer; Diane DiNorscia,
V.P. Human Resources and Administration; Thomas P. Hynson, National
Sales Director; Giacomo Bonvetti, Operations Manager; Bradley S.
Cantwell, Director; Joseph T. Drennan, Director.

    The closing of the merger remains subject to numerous conditions
contained in the Merger Agreement. Assuming the conditions contained
in the Merger Agreement are satisfied or waived, the closing of the
merger is scheduled to occur 21 days after the effective date of the
registration statement on Form S-4 filed with the Securities and
Exchange Commission or at such other time as the parties may agree.
Additional information concerning the merger is contained in IPI
Fundraising's preliminary registration statement on Form S-4 filed
with the Securities and Exchange Commission on February 10, 2005.  You
can go to www.sec.gov. for more information.


                                  11
<PAGE>



    BF Acquisition Group failed to file in a timely manner its
required reports with the Securities and Exchange Commission ("SEC")
on Form 10-QSB for the quarterly periods ended July 31, 2001, October
31, 2001, January 31, 2002, July 31, 2002, October 31, 2002, January
31, 2003, July 31, 2003, October 31, 2003, January 31, 2004, December
31, 2004 and on Form 10-KSB for the annual reports the years ended
April 30, 2001, 2002 and 2003. No provision has been recorded in the
accompanying financial statements for the cost of actions, if any,
that the SEC may take against BF Acquisition Group for its non-
compliance during this period.

Overview

    FundraisingDirect has a history of net losses and it may not be
profitable in the future. Net income for the three months ended
December 31, 2004 was $(15,652) compared to $(11,605) for the three
months ended December 31, 2003. FundraisingDirect cannot assure you
that they will not continue to incur net losses for the foreseeable
future, which could cause the value of our stock to decline and
adversely affect our ability to finance our business in the future.

    FundraisingDirect's long-term viability as a going concern is
dependent on certain key factors, such as, its ability to continue to
obtain financing from its existing affiliate stockholders or other
sources of outside financing to support its near term operations; and
its ability to increase profitability and sustain a cash flow level
that will ensure support for continuing operations.

Significant Accounting Policies

    BF Acquisition Group's financial statements have been prepared in
conformity with U.S. generally accepted accounting principles. As a
result, some accounting policies have a significant impact on amounts
reported in these financial statements. A summary of those significant
accounting policies can be found in the notes to the Financial
Statements.

Transition Report For The Transition Period From December 31, 2003 To
September 30, 2004

    On November 1, 2004, BF Acquisition Group changed its year-end
from December 31 to September 30. BF Acquisition Group's Form 10-KSB
filed with the SEC on January 14, 2005 covered the resulting
transition period between the closing date of its most recent fiscal
year and the opening date of its new fiscal year.

Results Of Operations

    Three months ended December 31, 2004 compared with three months ended
December 31, 2003.

   Net sales for FundraisingDirect were $52,688 for the three months
ended December 31, 2004, compared to $115,031 for the three months
ended December 31, 2003, a decrease in the amount of $62,343 or
54.20%. The decrease in sales is attributed to a lower rate of
participation among existing customers, who, once they initially
become customers of FundraisingDirect, typically begin dealing with
its sister corporation's (Imprints Plus) customer service


                                  12
<PAGE>



representatives, and those subsequent sales are then booked as
Imprint's Plus sales, not FundraisingDirect sales. Additionally, over
the past two years, FundraisingDirect has effectively ceased marketing
itself, other than with respect to relatively low cost and low return
Internet marketing techniques.

    Gross profit for FundraisingDirect as a percentage of net sales
was 31.89% for the three months ended December 31, 2004, compared to
36.66% for the three months ended December 31, 2003, a decrease of
4.77%. This decrease is a result of a purchase vendor's rebate during
2003 that inflated FundraisingDirect's 2003 gross profit.

    Selling, general and administrative expenses for
FundraisingDirect, were $32,462 for the three months ended December
31, 2004, compared to $53,781 for the three months ended December 31,
2003, a decrease of $21,319. The decrease is mainly due to a decrease
in payroll and shipping expenses.

    Net loss for FundraisingDirect was $15,652 for the three months
ended December 31, 2004, compared to $11,605 for the three months
ended December 31, 2003, an increase in net loss of $4,047. The
increase was attributable to a combination of its decrease in net
sales with its decrease in gross profit.

Liquidity And Capital Resources

    Cash was $6,080 at December 31, 2004 as compared to $576 at
December 31, 2003; and working capital deficit was $88,163 at December
31, 2004 as compared to $ 170,814 at December 31, 2003. The increase
in the working capital deficit is primarily the result of recurring
losses.

    Cash used by FundraisingDirect for operating activities during
the three months ended December 31, 2004 was $4,938, which included
$13,206 used for accounts payable and accrued expenses.
FundraisingDirect's greatest source of cash during this period was
$10,912, which was derived from affiliate financing.

    To continue with their business operations, FundraisingDirect
will require additional short-term working capital because they have
not generated sufficient cash from operations to fund their operating
activities through the end of fiscal 2005. As of December 31, 2004,
FundraisingDirect had minimal cash that could be used in connection
with funding its operations.

    FundraisingDirect relies upon cash flow from operations and
capital provided by its principal shareholders to fund working capital
and capital expenditures; and FundraisingDirect expects to meet its
cash requirements during the next 12 months. A decrease in sales
revenue or the refusal of its principal shareholders to continue to
provide it with capital could negatively impact its short and long-
term liquidity. Various economic conditions, the significant decrease
in its marketing spending, the loss of customers or lower rate of
participation among existing customers could result in a decrease in
sales revenue. If other additional capital is required to fund
FundraisingDirect's current operations, no assurance can be given that
such capital will be available on acceptable terms, if at all. In such
an event, this may have a materially adverse effect on


                                  13
<PAGE>



FundraisingDirect's current operations and financial condition. If the
need arises, additional funding would likely be provided through the
use of various types of short term funding, or loans from banks or
financial institutions.

Significant Trends, Developments And Uncertainties

    Over the years, FundraisingDirect has seen continued growth in
all segments of its industry, but has experienced a lower rate of
participation among existing customers, because customers prefer the
personalized customer service that Imprints Plus' customer service
personnel offers. In most cases, our customer's participants are
volunteers, and as such, seek efficient solutions that can decrease
demand on their time. Imprints Plus' customer efficiency can provide
efficient solutions that FundraisingDirect cannot. As a result, this
migration trend will continue, which is detrimental to
FundraisingDirect. Also, as a result of this trend, management has
determined to cease expending its limited capital for marketing
purposes, other than with respect to relatively low cost and low
return Internet marketing techniques.

Inflation And Seasonality

    FundraisingDirect's business is seasonal, with sales higher
during the second and fourth quarters and slightly lower in the first
and third quarters of each calendar year. This occurs because its
biggest revenue source is scholastic sports teams, whose seasons start
when schools start in the third calendar quarter, which coincides with
beginning fall sports programs, and in the first calendar quarter,
which coincides with the commencement of spring and summer sports
programs. FundraisingDirect expects this seasonal business cycle to
gradually flatten out as it acquires more significant non-sports
oriented national customers, such as the Future Farmers of America and
the 4-H Clubs.

Description Of Property

    FundraisingDirect shares approximately 16,600 square feet of
office and warehouse space for its operations in Newark, Delaware.
FundraisingDirect believes its facilities are adequate for its
reasonably foreseeable future needs. This office space is leased at
fair market value rates from related parties.

Item 3.     Controls and Procedures.

    As of the end of the period covered by this report, an evaluation
was performed under the supervision and with the participation of the
Company's principal executive officers and financial officers of the
effectiveness of the design and operation of the Company's disclosure
controls and procedures (as such term is defined in Rules 13a-15(e)
and 15d-15(e) under the Exchange Act) as of the end of the period
covered by this report. The evaluation revealed to the Company's
principal executive officers and financial officers that the design
and operation of the Company's disclosure controls and procedures were
effective as of the end of the period covered by this report.


                                  14
<PAGE>



    There have been no significant changes in the Company's internal
controls and in other factors that could significantly affect internal
controls subsequent to the date of the above-described evaluation
period.

                                  PART II
                             OTHER INFORMATION

Item 1.  Legal Proceedings

        Not Applicable

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

        Not Applicable

Item 3.  Defaults Upon Senior Securities

        Not Applicable

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

    On February 8, 2005 (i) all (100%) of the holders of the
outstanding shares of BF Acquisition Group series A preferred stock;
and (ii) holders of 675,000 (69.23%) of the outstanding shares of BF
Acquisition Group common stock executed written consents voting their
shares in favor of the Merger Agreement and the merger.

Item 5.  Other Information

	Not Applicable

Item 6.  Exhibits

Exhibit No.     Description of Exhibit                Sequential Page No.


(2)
      2.1    Agreement and Plan of Merger dated February 8, 2005.
             (Incorporated by reference to Exhibit 2.1 of registrant's
             Current Report on Form 8-K filed with the Commission on
             February 11, 2005).
(31)
     31.1    Certification of the President of BF Acquisition Group III,
             Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

     31.2    Certification of the Treasurer of BF Acquisition Group III,
             Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32)
     32.1    Certification of the President of BF Acquisition Group III,
             Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     32.2    Certification of the Treasurer of BF Acquisition Group III,
             Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


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                            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

By:/s/Justin P. DiNorscia
   ------------------------------
   Justin P. DiNorscia, President

Dated: March 4, 2005

By:/s/Justin P. DiNorscia
   ------------------------------
   Justin P. DiNorscia, President,
   Treasurer

Dated: March 4, 2005


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