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 June 30, 2005.

[ ] 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  August 15, 2005, 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
                          June 30, 2005

                                                                     Page

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

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

           Consolidated Balance Sheets (Unaudited).....................2

           Consolidated Statements of Operations (Unaudited)...........3

           Consolidated Statement Of Stockholders' Deficit
            (Unaudited)................................................4

           Consolidated Statement Of Cash Flows (Unaudited)............5

           Notes To Financial Statements (Unaudited)...................6-8

   Item 2. Management's Plan of Operation..............................9

   Item 3. Controls and Procedures.....................................13

Part II: Other Information.............................................14

   Item 1.  Legal Proceedings..........................................14

   Item 2.  Unregistered Sales of Equity Securities and Use of
            Proceeds...................................................14

   Item 3.  Defaults Upon Senior Securities............................14

   Item 4.  Submission of Matters to a Vote of Security
              Holders..................................................14

   Item 5.  Other Information..........................................14

   Item 6.  Exhibits...................................................14

Signatures.............................................................15









<PAGE>

                             PART I
                      FINANCIAL INFORMATION


Item 1.  Financial Statements













































                              -1-

<PAGE>

         BF ACQUISITION GROUP III, INC. AND SUBSIDIARY
                  CONSOLIDATED BALANCE SHEETS
              JUNE 30, 2005 AND SEPTEMBER 30, 2004

<TABLE>
<CAPTION>
                                       June 30,     September 30,
                                         2005           2004
                                     -----------    -------------
                                     (Unaudited)      (Audited)
<S>                                  <C>            <C>
                   ASSETS

CURRENT ASSETS
Cash and cash equivalents            $        14    $         106
Due from officer                           1,288            1,288
                                     -----------    -------------
TOTAL ASSETS                         $     1,302    $       1,394
                                     ===========    =============

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable                     $    26,726    $       4,331
Due to affiliates                         71,032           69,574
                                     -----------    -------------
TOTAL CURRENT LIABILITIES                 97,758           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 on 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                     (316,893)        (292,948)
                                     -----------    -------------
TOTAL STOCKHOLDERS' DEFICIT              (96,456)         (72,511)
                                     ===========    =============

TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT                $     1,302    $       1,394
                                     ===========    =============
</TABLE>


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


                           -2-

<PAGE>


         BF ACQUISITION GROUP III, INC. AND SUBSIDIARY
            CONSOLIDATED STATEMENTS OF OPERATIONS
      THREE AND NINE MONTHS ENDED JUNE 30, 2005 AND 2004
                        (UNAUDITED)

<TABLE>
<CAPTION>
                                      Three Months Ended         Nine Months Ended
                                           June 30,                  June 30,
                                     ---------------------    ----------------------
                                       2005         2004         2005       2004
                                     ---------   ---------    ----------   ---------
<S>                                  <C>         <C>          <C>          <C>
NET SALES                            $       -   $   1,826    $   67,517   $ 131,302


COST OF SALES                                -       1,931        48,506      83,353
                                     ---------   ---------    ----------   ---------

GROSS PROFIT (LOSS)                          -         105      19,011        47,949


SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES                                 1,804      85,620        42,962     142,561
                                     ---------   ---------    ----------   ---------


NET LOSS FROM OPERATIONS                (1,804)    (85,725)      (23,951)    (94,612)

OTHER INCOME                                 -           -             6           1
                                     ---------   ---------    ----------   ---------

NET LOSS                             $(  1,804)  $( 85,725)   $(  23,945)  $( 94,611)
                                     =========   =========    ==========   =========

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

BASIC AND DILUTED NET LOSS PER
COMMON SHARE                         $       -   $   (0.08)   $    (0.02)  $   (0.09)
                                     =========   =========    ==========   =========
</TABLE>


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


                           -3-

<PAGE>


         BF ACQUISITION GROUP III, INC. AND SUBSIDIARY
       CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
           FOR THE NINE MONTHS ENDED JUNE 30, 2005
                        (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 (AUDITED)     $ 1,500,000    $(1,500,000)    $     975   $  219,462   $ (292,948)   $  (72,511)


Net loss for the nine months ended
June 30, 2005                                         -              -             -            -      (23,945)      (23,945)
                                            -----------    -----------     ---------   ----------   -----------   ----------

BALANCE AT JUNE 30, 2005 (UNAUDITED)        $ 1,500,000    $(1,500,000)    $     975   $  219,462   $ (316,893)   $  (96,456)
                                            ===========    ===========     =========   ==========   ==========    ==========
</TABLE>


















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


                           -4-

<PAGE>


         BF ACQUISITION GROUP III, INC. AND SUBSIDIARY
              CONSOLIDATED STATEMENTS OF CASH FLOWS
           NINE MONTHS ENDED JUNE 30, 2005 AND 2004
                        (UNAUDITED)

<TABLE>
<CAPTION>
                                                      2005           2004
                                                  -----------    ------------
<S>                                               <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                          $   (23,945)   $    (94,611)
Adjustment to reconcile net income to net cash
  used in operating activities
    Common stock issued for services                        -          69,430
    Decrease in assets
    Accounts receivable                                     -           7,940
    Increase (decrease) in liabilities
    Accounts payable and accrued expenses              22,395          (1,432)
                                                  -----------    ------------

  Net cash used in operating activities                (1,550)        (18,673)
                                                  -----------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Increase in due from officer                              -            (388)
                                                  -----------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Net increase (decrease) in amount due
  to affiliate                                          1,458        (115,408)
  Capital contribution                                      -         130,000
  Proceeds from issuance of common stock                    -             388
                                                  -----------    ------------
  Net cash provided by financing activities             1,458          14,980
                                                  -----------    ------------

NET DECREASE IN CASH                                      (92)         (4,081)

CASH - BEGINNING OF YEAR                                  106           4,111
                                                  -----------    ------------

CASH - END OF YEAR                                $        14    $         30
                                                  ===========    ============

SUPPLEMENTAL DISCLOSURE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES

  Redemption of common stock
    Common stock                                  $         -    $        (87)
    Additional paid-in capital                              -               -

Assumption of liabilities upon reverse
  acquisition
    Accounts payable                              $         -    $      4,331
    Due to affiliate                                        -           5,950
    Additional paid-in capital                              -         (10,281)
                                                  -----------    ------------
                                                  $         -    $          -
                                                  ===========    ============
</TABLE>






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


                           -5-

<PAGE>


         BF ACQUISITION GROUP III, INC. AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    JUNE 30, 2005 AND 2004
                          (UNAUDITED)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization
------------
BF  Acquisition Group III, Inc., (the "Company"),  a  development
stage  company, was organized in Florida on April 15, 1999  as  a
"shell"  company  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. ("FDR") of a total of 468,030  common
shares.  FDR was incorporated in 1999 under the laws of the State
of  Delaware.   FDR is engaged in the sales and  distribution  of
fundraising products to customers which are principally nonprofit
organizations.

Basis of Presentations
----------------------

The  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  FDR  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,  FDR,  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.


                           -6-

<PAGE>


           BF ACQUISITION GROUP III, INC. & SUBSIDIARY
                  NOTES TO FINANCIAL STATEMENTS
                     JUNE 30, 2005 AND 2004
                           (UNAUDITED)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

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 $1,916  for
the  nine  months  ended June 30, 2005, and $144  for  the  three
months ended June 30, 2005.

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's revenues are primarily generated from the sale  of
fundraising products to customers that are principally  nonprofit
organizations.  The major terms of the arrangement are  contained
in  a fundraising agreement signed by the customer that indicates
the quantity, selling price, time of delivery and payment terms.

Revenues are recognized when the following criteria are met:

  -  Persuasive evidence of an arrangement exists
  -  Delivery has occurred or services have been rendered
  -  The price is fixed or determinable, and
  -  Collectibility is reasonably assured.

In addition, revenue is generally reported on a gross basis since
the Company acts as principal in the transaction, takes title  to
the  products  and  has  the  risks  and  rewards  of  ownership.
However,  revenue is reported on a net basis if the Company  acts
as  agent in that the Company is not the primary obligor, has  no
credit risk and the amount the Company earns is fixed.

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.



                           -7-

<PAGE>


           BF ACQUISITION GROUP III, INC. & SUBSIDIARY
                  NOTES TO FINANCIAL STATEMENTS
                     JUNE 30, 2005 AND 2004
                           (UNAUDITED)


NOTE 2 - REALIZATION OF ASSETS

The accompanying financial statements have been prepared assuming
that  the  Company will continue as a going concern. The  Company
has  incurred losses from activities and  has  a  working capital
deficit.  These  conditions  raise substantial  doubt  about  the
Company's ability to continue as  a going  concern. The financial
statements  do  not  include  any adjustments that  might  result
from  the  outcome   of   this uncertainty.


NOTE 3 - RELATED PARTY TRANSACTIONS

The  Company purchases products from a company related by  common
ownership.  During the nine months ended June 30, 2005 and  2004,
total  purchases  from related entity were $27,188  and  $48,438,
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
nine months ended June 30, 2005 and 2004, these expenses amounted
to approximately $16,000 and $53,000, respectively.

As of June 30, 2005 and 2004, the payable to this entity amounted
to $61,341 and $55,691, respectively. The payable is non-interest
bearing with no specified repayment terms.


NOTE  4  -  RETROACTIVE  RESTATEMENT  FOR  RECAPITALIZATION  UPON
            REVERSE ACQUISITION

The  stockholders' equity at June 30, 2004 has been retroactively
restated  for  the equivalent number of shares  received  in  the
reverse  acquisition  at August 31, 2004 (Note  1)  after  giving
effect  to  the  difference  in par  value  with  the  offset  to
additional paid-in-capital.























                           -8-

<PAGE>

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

The following discussion "Management's Discussion and Analysis or
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  Discussion  and  Analysis  or  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


                           -9-

<PAGE>


to  September  30.  BF Acquisition Group operates  as  a  holding
company    on   behalf   of   its   majority   owned   subsidiary
FundraisingDirect.

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 amended  registration
statement  on  Form  S-4 filed with the Securities  and  Exchange
Commission on July 29, 2005.  You can go to www.sec.gov. for more
information.

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


                           -10-
<PAGE>


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 loss for the nine months ended June
30,  2005  was  $23,945 compared to $94,611 for the  nine  months
ended  June 30, 2004.  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 March 31, 2004
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.

Nine  months ended June 30, 2005 compared with nine months ended
June 30, 2004.
----------------------------------------------------------------

Net  sales for FundraisingDirect were $67,517 for the nine months
ended  June  30, 2005, compared to $131,302 for the  nine  months
ended  June  30,  2004, a decrease in the amount  of  $63,785  or
48.58%.  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,  Inc.)  customer
service  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  28.16% for the nine months ended June 30, 2005, compared  to
36.52%  for  the nine months ended June 30, 2004, a  decrease  of
22.89%.  This  decrease is a result of a change in the  Company's
sales mix to product lines with a lesser gross profit percentage.

Selling,     general    and    administrative    expenses     for
FundraisingDirect, were $42,962 for the nine  months  ended  June
30, 2005, compared to $142,561 for the nine months ended June 30,
2004,  a  decrease of $99,599. The decrease is mainly  due  to  a
reduction of allocated expenses from Imprints Plus, Inc. and  the
cost of website development of $65,223.

Net  loss  for FundraisingDirect was $23,945 for the nine  months
ended  June  30,  2005, compared to $94,611 for the  nine  months
ended  June  30,  2004, a decrease in net loss  of  $70,666.  The
decrease  was  attributable to a reduction of allocated  expenses
from  Imprints Plus, Inc. and the cost of website development  of
$65,223.


                           -11-

<PAGE>


Three months ended June 30, 2005 compared with three months ended
June 30, 2004.
-----------------------------------------------------------------

Net  sales  for FundraisingDirect were $-0- for the three  months
ended  June  30,  2005, compared to $1,826 for the  three  months
ended  June  30,  2004, a decrease in the  amount  of  $1,826  or
approximately 182.60%.

Gross  profit  for FundraisingDirect for the three  months  ended
June  30,  2005 was $-0- compared to $1,931 for the three  months
ended June 30, 2004.

Selling,     general    and    administrative    expenses     for
FundraisingDirect, were $1,804 for the three  months  ended  June
30, 2005, compared to $85,620 for the three months ended June 30,
2004,  a decrease of $83,816. The decrease is mainly attributable
to  a reduction of allocated expense from Imprints Plus, Inc. and
the cost of website development of $65,223.

Net  loss  for FundraisingDirect was $1,804 for the three  months
ended June 30, 2005, compared to a net loss $85,725 for the three
months  ended June 30, 2004, a decrease in net loss  of  $83,921.
The  decrease is mainly attributable to a reduction of  allocated
expense  from  Imprints  Plus,  Inc.  and  the  cost  of  website
development of $65,223.

Liquidity And Capital Resources
-------------------------------

Cash  was  $14 at June 30, 2005 as compared to $31  at  June  30,
2004; and working capital deficit was $96,456 at June 30, 2005 as
compared to $54,002 at June 30, 2004. The decrease in the working
capital  deficit is primarily the result of continuing  operating
losses.

Cash  used  by FundraisingDirect for operating activities  during
the  nine months ended June 30, 2005 was $(1,550), which included
$22,395  provided  from  accounts payable and  accrued  expenses.
FundraisingDirect's greatest source of cash  during  this  period
was  $22,395, which was derived from accounts payable and accrued
expenses.

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 year 2005.  As  of
June  30, 2005, 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   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


                           -12-

<PAGE>


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.

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.










                           -13-

<PAGE>


                         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

     Not Applicable


Item 5.  Other Information

     Not Applicable


Item 6.  Exhibits

Exhibit No.           Description of Exhibit
-----------           ----------------------

(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.








                           -14-

<PAGE>


                        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: August 15, 2005

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

Dated: August 15, 2005





























                           -15-

<PAGE>