U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
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
[ ] Form 10-Q and 10-QSB [ ] Form N-SAR
For Period Ended:
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[X] 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: September 30, 2004
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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; [X]
(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 [X]; 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)
The registrant is unable to file its Transition Report on Form 10-KSB for its
fiscal year ended September 30, 2004 by the prescribed date of December 31,
2004 without unreasonable effort or expense because the registrant requires
additional time to complete the presentation of its financials in the
Form 10-KSB. The registrant intends to file its Transition Report on
Form 10-KSB on or prior to the prescribed extended date.
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).
[ X ] 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 [X] 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 30, 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.