U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
(Amendment #1)
0-26849
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NOTIFICATION OF LATE FILING SEC FILE NUMBER
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(CHECK ONE): [ ] Form 10-K and Form 10-KSB [ ] Form 20-F
[X] Form 10-Q and 10-QSB [ ] Form N-SAR
For Period Ended: October 31, 2004
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Instruction (On Back Page) Before Preparing Form. Please
Print Or Type.
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked
above, identify
the Item(s) to which the notification relates:
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PART I--REGISTRANT INFORMATION
Full Name of Registrant:
BF Acquisition Group III, Inc.
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
4 Mill Park Ct.
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City, State and Zip Code
Newark, Delaware 19713
PART II--RULES 12b-25 (B) AND (C)
If the subject report could not be filed without unreasonable effort
and expense and the Registrant seeks relief pursuant to Rule 12b-5(b),
the following should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III
of this form could not be eliminated without unreasonable
effort or expense; []
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or
portion thereof will be filed on or before the fifteenth
calendar day following the prescribed due date; or the
subject quarterly report or transition report on
Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date
[]; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25 has been attached if applicable. []
PART III--NARRATIVE
State below, in reasonable detail, the reasons why Form 10-K and
Form 10-KSB, 20-F, 11-K, 10-Q and 10-QSB, N-SAR, or the transition
report or portion thereof could not be filed within the prescribed
period. (Attach extra sheets, if needed)
Amended Narrative:
On December 14, 2004, the registrant mistakenly filed Form 12b-25
describing its inability to file its Quarterly Report on Form 10-
QSB for its fiscal quarter ended October 31, 2004 by the
prescribed date of December 15, 2004. On November 1, 2004, the
registrant changed its fiscal year end from December 31 to
September 30. As a result, a Quarterly Report on Form 10-QSB for
the registrant's old fiscal quarter ended October 31, 2004 was not
required to be filed at any time. The registrant will cover the
transition period on its Form 10-KSB, which is due on December 31,
2004.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Justin P. DiNorscia (302) 366-8992
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports under section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If the answer is no, identify report(s).
[ ] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will
be reflected by the earnings statements to be included in the subject
report or portion thereof?
[ ] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
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BF Acquisition Group III, INC.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: December 20, 2004 By: /s/ Justin P. DiNorscia
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Name: Justin P. DiNorscia
Title: President
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name
and title of the person signing the form shall be typed or printed
beneath the signature. If the statement is signed on behalf of the
registrant by an authorized representative (other than an executive
officer), evidence of the representative's authority to sign on behalf
of the registrant shall be filed with the form.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of
the General Rules and Regulations under the Securities Exchange Act of
1934.
2. One signed and original and four conformed copies of this
form and amendments thereto must be completed and filed with the
Securities and Exchange Commission, Washington, D.C. 20549, in
accordance with Rule 0-3 of the General Rules and Regulations under the
Act. The information contained in or filed with the form will be made a
matter of public record in the Commission files.
3. Manually signed copy of the form and amendments thereto shall
be filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25
but need not restate information that has been correctly furnished.
The form shall be clearly identified as an amendment notification.