FORM 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2009~~2010

Commission file number 000-51722

Black Nickel Acquisition Corp. III

(Exact name of registrant as specified in its charter)

Delaware	83-0432183
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

6914 So Yorktown Ave, Suite 130, Tulsa, Oklahoma 74136

(Address of principal executive offices)

(918) 712-7774

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨ .

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨ .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x.

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨ .

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 1,665,000 shares of common stock, par value $.0001 per share, outstanding as of ~~January~~February 3122, 2011.

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission ("Commission"). While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto, contained in the Company’s Form 10-K dated December 31, ~~2008~~2009.

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION		3
Item 1:	Financial Statements	3
Item 2:	Management's Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	14
Item 4T:	Controls and Procedures	14
PART II - OTHER INFORMATION		15
Item 1:	Legal Proceedings	15
Item 1A:	Risk Factors	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

PART I - FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

BLACK NICKEL ACQUISITION CORP. III

(A Wholly Owned Subsidiary of Efftec International, Inc.)

(A Development Stage Company)

Condensed Balance Sheets

~~September~~March 3031, ~~2009~~2010 (unaudited) and December 31, ~~2008~~2009

	September 30,			December 31,
	March 31,			December 31,
	2009			2008
	2010			2009
Assets
Current assets
Cash and cash equivalents	$	83		$	~~739~~83
Prepaid expense		-			3,750
Total current assets		83			83
Total assets	$	83		$	4,489
Goodwill		56,917			-
Liabilities and Stockholders' Deficit
Total assets	$	57,000		$	83
Liabilities and Stockholders' Equity (Deficit)
Current liabilities
Accounts payable	$	4,500		$	54,~~800~~500
Accrued expenses - related party interest		~~9,227~~-			510,~~816~~376
Notes payable - related parties		~~45,600~~-			45,600
Advances from related parties		~~5,000~~-			-5,000
Stock subscription deposits		-			3,000
Total current liabilities		4,500			65,476
Total current liabilities		64,327			60,216
Commitments and contingencies
Stockholders' deficit
Stockholders' equity (deficit)
Preferred stock: $0.0001 par value; authorized
Preferred stock: $0.0001 par value; authorized 10,000,000 shares; no shares issued and outstanding		-			-
10,000,000 shares; no shares issued and outstanding		-			-
Common stock: $0.0001 par value; authorized 75,000,000 shares; 1,665,000 shares issued and outstanding at March 31, 2010 and December 31, 2009, respectively		167			167
Common stock: $0.0001 par value; authorized 75,000,000 shares;
Additional paid-in capital		52,333			91,083
1,665,000 shares issued and outstanding at September 30, 2009
Deficit accumulated during the development stage		-			(156,643	)
and December 31, 2008, respectively		167			167
Total stockholders' equity (deficit)		52,500			(65,393	)
Additional paid-in capital		91,083			91,083
Total liabilities and stockholders' equity (deficit)	$	57,000		$	83
Deficit accumulated during the development stage		(155,494	)		(146,977	)
Total stockholders' deficit		(64,244	)		(55,727	)
Total liabilities and stockholders' deficit	$	83		$	4,489

See accompanying notes to condensed financial statements.

BLACK NICKEL ACQUISITION CORP. III

(A Wholly Owned Subsidiary of Efftec International, Inc.)

(A Development Stage Company)

Condensed Statements of Operations

Three Months Ended ~~September~~March 3031, ~~2009~~2010 and ~~2008~~2009 and

from inception (May 26, 2005) through March 31, 2010

(Unaudited)

	2009			2008
							Inception
Net sales	$	-		$	-
							(May 26, 2005)
Total revenues		-			-
	Three Months Ended						Through
Costs and expenses:
	March 31,						March 31,
General and administrative expense		-			2,300
	2010			2009			2010
Total costs and expenses		-			2,300
Net sales	$	-		$	-		$	-
Loss from operations		-			(2,300	)
Total revenues		-			-			-
Other expenses (income):
Costs and expenses:
Interest expense		1,149			1,226
General and administrative expense		-			15			146,267
		1,149			1,226
Total costs and expenses		-			15			146,267
Loss before income taxes		(1,149	)		(3,526	)
Loss from operations		-			(15	)		(146,267	)
Provision for income taxes		-			-
Other expenses (income):
Net loss	$	(1,149	)	$	(3,526	)
Interest expense		575			1,124			10,951
Net loss per share, basic and diluted	$	(0.00	)	$	(0.00	)
		575			1,124			10,951
Weighted average shares outstanding, basic and diluted		1,665,000			1,665,000
Loss before income taxes		(575	)		(1,139	)		(157,218	)
Provision for income taxes		-			-			-
Net loss	$	(575	)	$	(1,139	)	$	(157,218	)
Net loss per share, basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding, basic and diluted		1,665,000			1,665,000

See accompanying notes to condensed financial statements.

BLACK NICKEL ACQUISITION CORP. III

(A Wholly Owned Subsidiary of Efftec International, Inc.)

(A Development Stage Company)

Condensed Statements of ~~Operations~~Stockholders' Equity (Deficit)

~~Nine~~Inception ~~Months~~of ~~Ended~~Development ~~September~~Stage 30(May 26, ~~2009~~2005) ~~and~~through ~~2008~~March ~~and~~31, 2010

from inception (May 26, 2005) through September 30, 2009

								Deficit
								Accumulated
					Additional			During the
	Common stock				Paid-in			Development
	Shares		Amount		Capital			Stage			Total

Inception, May 26, 2005		-	$	-	$	-		$	-		$	-
Common stock issued for cash in June 2005		1,500,000		150		49,850			-			50,000
Net loss		-		-		-			(17,833	)		(17,833	)
Balance December 31, 2005		1,500,000		150		49,850			(17,833	)		32,167
Net loss		-		-		-			(34,558	)		(34,558	)
Balance, December 31, 2006		1,500,000		150		49,850			(52,391	)		(2,391	)
Net loss		-		-		-			(40,017	)		(40,017	)
Balance, December 31, 2007		1,500,000		150		49,850			(92,408	)		(42,408	)
Common stock issued for cash in May 2008		165,000		17		5,483			-			5,500
Compensatory portion of stock issuance		-		-		35,750			-			35,750
Net loss		-		-		-			(54,569	)		(54,569	)
Balance, December 31, 2008		1,665,000		167		91,083			(146,977	)		(55,727	)
Net loss		-		-		-			(9,666	)		(9,666	)
Balance, December 31, 2009		1,665,000		167		91,083			(156,643	)		(65,393	)
Shareholder debt forgiven		-		-		61,551			-			61,551
Acquisition by Efftec International		-		-		(100,301	)		157,218			56,917
Net loss		-		-		-			(575	)		(575	)
Balance, March 31, 2010		1,665,000	$	167	$	52,333		$	-		$	52,500

(Unaudited)

							Inception
							(May 26, 2005)
	Nine Months Ended						Through
	September 30,						September 30,
	2009			2008			2009
Net sales	$	-		$	-		$	-
Total revenues		-			-			-
Costs and expenses:
General and administrative expense		5,106			54,359			146,267
Total costs and expenses		5,106			54,359			146,267
Loss from operations		(5,106	)		(54,359	)		(146,267	)
Other expenses (income):
Interest expense		3,411			2,811			9,227
		3,411			2,811			9,227
Loss before income taxes		(8,517	)		(57,170	)		(155,494	)
Provision for income taxes		-			-			-
Net loss	$	(8,517	)	$	(57,170	)	$	(155,494	)
Net loss per share, basic and diluted	$	(0.01	)	$	(0.04	)
Weighted average shares outstanding, basic and diluted		1,665,000			1,585,220

See accompanying notes to condensed financial statements.

BLACK NICKEL ACQUISITION CORP. III

(A Wholly Owned Subsidiary of Efftec International, Inc.)

(A Development Stage Company)

Condensed Statements of Stockholders' Equity (Deficit)

Inception of Development Stage (May 26, 2005) through September 30, 2009

							Deficit
							Accumulated
					Additional		During the
	Common stock				Paid-in		Development
	Shares		Amount		Capital		Stage			Total
Inception, May 26, 2005		-	$	-	$	-	$	-		$	-
Common stock issued for cash in June 2005		1,500,000		150		49,850		-			50,000
Net loss		-		-		-		(17,833	)		(17,833	)
Balance December 31, 2005		1,500,000		150		49,850		(17,833	)		32,167
Net loss		-		-		-		(34,558	)		(34,558	)
Balance, December 31, 2006		1,500,000		150		49,850		(52,391	)		(2,391	)
Net loss		-		-		-		(40,017	)		(40,017	)
Balance, December 31, 2007		1,500,000		150		49,850		(92,408	)		(42,408	)
Common stock issued for cash in May 2008		165,000		17		5,483		-			5,500
Compensatory portion of stock issuance		-		-		35,750		-			35,750
Net loss		-		-		-		(54,569	)		(54,569	)
Balance, December 31, 2008		1,665,000		167		91,083		(146,977	)		(55,727	)
Net loss		-		-		-		(8,517	)		(8,517	)
Balance, September 30, 2009		1,665,000	$	167	$	91,083	$	(155,494	)	$	(64,244	)

See accompanying notes to condensed financial statements.

BLACK NICKEL ACQUISITION CORP. III

(A Development Stage Company)

Condensed Statements of Cash Flows

~~Nine~~Three Months Ended ~~September~~March 3031, ~~2009~~2010 and ~~2008~~2009 and

from inception (May 26, 2005) through ~~September~~March 3031, ~~2009~~2010

(Unaudited)

							Inception
							(May 26, 2005)
	Nine months ended						through
	Three months ended						through
	September 30,						September 30,
	March 31,						March 31,
	2009			2008			2009
	2010			2009			2010
Cash flows from operating activities
Net loss	$	(~~8,517~~575	)	$	(571,~~170~~139	)	$	(~~155~~157,~~494~~218	)
Adjustment to reconcile net loss to net cash used
Adjustment to reconcile net loss to net cash used in operating activities:
in operating activities:
Stock based compensation		-			-			35,750
Stock based compensation		-			35,750			35,750
Change in other assets and liablities:
Prepaid expenses and other assets		~~3,750~~-			-3,750			-
Accounts payable and accrued expenses		~~2,111~~575			(61,~~745~~124	)		1315,~~727~~451
Advances from stockholders		~~5,000~~-			~~(1,500~~-	)		5,000
Net cash provided by (used in) operations		~~2,344~~-			~~(29~~3,~~665~~735	)		(101,017	)
Cash flows from financing activities
Loan proceeds		-			~~21,600~~-			45,600
Stock subscription deposits		~~(3,000~~-	)		(3,000	)		-
Proceeds from sale of common stock		-			~~5,500~~-			55,500
Net cash provided by (used in) financing activities		~~(3,000~~-	)		30(3,~~100~~000	)		101,100
Net increase (decrease) in cash and cash equivalents		~~(656~~-	)		~~435~~735			83
Cash and cash equivalents, beginning of period		~~739~~83			~~304~~739			-
Cash and cash equivalents, end of period	$	83		$	~~739~~1,474		$	83
Supplemental cash flow information
Cash paid for interest	$	-		$	-		$	-
Cash paid for income taxes		-			-			-

See accompanying notes to condensed financial statements.

Black Nickel Acquisition Corp. III

(A Wholly Owned Subsidiary of Efftec International, Inc.)

(A Development Stage Enterprise)

Notes to Financial Statements

1.	Development Stage Enterprise

Black Nickel Acquisition Corp. III, a development stage enterprise (the “Company”), was incorporated in the state of Delaware on May 26, 2005 and since February 15, 2010, maintains its principal corporate offices in Tulsa, Oklahoma. Since inception, the Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination.

On February 15, 2010, the shareholders of the Company sold 100% of the outstanding common stock (1,665,000 shares) to Efftec International, Inc. ("Efftec"), in Tulsa, Oklahoma. The Company is now a wholly owned subsidiary of Efftec.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. The Company incurred net losses from May 26, 2005 (inception) through the period ended ~~September~~March 3031, ~~2009~~2010 of $~~155~~157,~~494~~218. In addition, the Company’s development activities since inception have been financially sustained through equity and debt financing. The ability of the Company to continue as a going concern is dependent upon its ability to find a suitable acquisition or merger candidate, raise additional capital from the sale of stock, receive additional paid in capital from its existing stockholders and ultimately, the achievement of significant positive ~~operating~~ operating results. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to recover the value of its assets or satisfy its liabilities.

2.	Basis of Presentation for Interim Financial Statements

The accompanying interim financial statements of the Company as of ~~September~~ 30March 31, ~~2009~~2010 and for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2009~~2010 and ~~2008~~2009 and for the cumulative period from inception (May 26, 2005) through ~~September~~March 3031, ~~2009~~2010, have been prepared in accordance with accounting principles generally accepted for interim financial statements presentation and in accordance with the instructions to Regulation SX. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statement presentation. In the opinion of management, all adjustments for a fair statement of the results of operations and financial position for the interim periods presented have been included. All such adjustments are of a normal recurring nature. The accompanying financial statements and the information included under the heading Management’s Discussion and Analysis should be read in conjunction with the Company’s audited financial statements and related notes included in the Company’s Form 10-K for December 31, ~~2008~~2009. There have been no changes in significant accounting policies since December 31, ~~2008~~2009.

3.	Summary of Significant Accounting Policies

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

Loss Per Common Share Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company does not have any potentially dilutive instruments.

Fair Value of Financial Instruments Current assets and current liabilities are carried at cost, which approximates their fair value because of their short-term maturity. The notes payable approximates fair value based on market rates available to the Company for financing with similar terms.

Cash Equivalents Cash equivalents consist of bank deposits and highly liquid investments, when present, with a maturity of three months or less at the date of purchase. There are no cash equivalents at the balance sheet date.

Income Taxes The Company's accounting for income taxes requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using presently enacted tax rates in effect. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.

The Company has approximately $60,~~000~~700 in gross deferred tax assets at ~~September~~March 3031, ~~2009~~2010 resulting from deferred start-up costs of $~~155~~157,~~494~~218 which are capitalized and amortized for income tax purposes and expensed for financial reporting purposes~~, an increase of $3,300 for the nine months ended September 30, 2009~~. A valuation allowance has been recorded to fully offset these deferred tax assets as the future realization of the related tax benefits is uncertain. The difference between the statutory federal income tax rate of 34%, state taxes net of federal benefits of 4.6%, and the effective rate of 0% is due to the capitalization of the Company’s start-up costs for tax purposes.

4.Goodwill ~~Notes~~and ~~Payable~~Other Intangible Assets - ~~Related~~Goodwill ~~Parties~~is tested for impairment annually or more frequently if an event or circumstance indicates that an impairment loss may have been incurred. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units and determination of the fair value of each reporting unit. We estimate the fair value of each reporting unit using a market value methodology.

Impairment of Long-lived Assets - The Company evaluates its long-lived assets and intangible assets for impairment whenever events change or if circumstances indicate that the carrying amount of any assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to the future net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is the excess of the carrying amount over the fair value of the asset.

Recent Accounting Pronouncements - Below is a listing of the most recent accounting standards and their effect on the Company, as issued by the Financial Accounting Standards Board ("FASB") in the form of Accounting Standards Updates ("ASU"). We have evaluated all recent accounting pronouncements through January 31, 2011 and find none that would have a material impact on the financial statements of the Company, except for those detailed below. Management does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s financial position or operating results.

Goodwill

On February 15, 2010, Efftec International, Inc. acquired 100% of the Company's common stock in exchange for 350,000 shares of Efftec common stock valued at $52,500 based on its trading price on that date. Efftec and the Company utilized "push down" accounting and recorded the following transaction.

	Balance						Balance
	Before			Goodwill			After
	Transaction			Entry			Transaction
	dr (cr)			dr (cr)			dr (cr)

Goodwill	$	-		$	56,917		$	56,917

Stockholders' equity
Common stock		(167	)					(167	)
Additional paid-in capital		(152,634	)		100,301			(52,333	)
Accumulated deficit		157,218			(157,218	)		-
	$	4,417		$	(56,917	)	$	(52,500	)

5.	Notes Payable - Related Parties

During 2007, the Company entered into two loan agreements, consisting of an $8,000 loan with a stockholder and a $16,000 loan with an entity owned by certain stockholders of the Company. Any amounts outstanding under the loans accrue interest at 10% per year computed on actual days outstanding in a 365 day year. The $16,000 loan and the related accrued interest was due on September 5, 2007. The $8,000 loan and the related accrued interest was due on October 27, 2007. On February 15, 2010, these notes were cancelled and contributed to the capital of the Company.

On April 15, 2008, the Company entered into three loan agreements of $7,200 each with three stockholders. Any amounts outstanding under the loans accrue interest at 10% per year computed on actual days outstanding in a 365 day year. These loans matured on October 30, 2008. On February 15, 2010, these notes were also cancelled and contributed to the capital of the Company.

As of ~~September~~February 3015, ~~2009~~2010, accrued expenses ~~include~~included accrued interest on the notes payable - related parties of $910,~~227~~951. On February 15, 2010, all accrued interest was cancelled and contributed to the capital of the Company.

56. Related Party Transactions

The Company utilized the office space and equipment of one of its stockholders at no cost. Management estimates such amounts to be immaterial.

On May 12, 2008, the Company sold 165,000 shares of its common stock to a relative of an existing stockholder for $5,500. Concurrently with the sale, the existing officers and directors of the Company resigned and the new stockholder was elected to serve as President, Secretary and Director of the Company. The fair value of the securities sold based upon the concurrent offering of common stock from a subscription agreement to unaffiliated investors, was $41,250 and, accordingly, $35,750 was charged to operations as compensation at the time the shares were issued, with the corresponding increase to additional paid in capital.

The Company received an advance from a stockholder in 2009 that was contributed to capital along with shareholder notes and accrued interest as noted in Note 5.

See Notes Payable - Related Parties in Note 5.

A shareholder advanced the Company $5,000 for working capital during the quarter ended June 30, 2009.

See Notes Payable - Related Parties in Note 4.

6. Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

7.	Stockholders’ Equity

The Company’s common shareholders shall be entitled to cast one vote for each common share held at all stockholders’ meetings for all purposes, including the election of directors. The common stock does not have cumulative voting rights. There were 75,000,000 common shares, par value $0.0001, authorized and 1,665,000 issued and outstanding at ~~September~~March 3031, ~~2009~~2010 and December 31, ~~2008~~2009, respectively.

The Board of Directors may issue the preferred stock in one or more classes or one or more series within any class and such classes or series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences, limitations or restrictions as the Board of Directors may determine. At ~~September~~March 3031, ~~2009~~2010 and December 31, ~~2008~~2009 there were 10,000,000 shares, par value $0.0001, authorized and no shares issued and outstanding.

8. Stock Subscription Deposits

Subscription deposits represent proceeds received from potential investors in the Company. On August 13, 2008, the Company decided to terminate the offering and return all proceeds. The proceeds were returned to the investors on March 3, 2009.

9. Subsequent Events

On December 18, 2009, the Company filed Form 15 with the SEC to temporarily suspend its filing responsibilities.

On February 15, 2010, the shareholders of the Company sold 100% of the outstanding common stock (1,665,000 shares) to Efftec International, Inc., at which time the Company became a wholly owned subsidiary of Efftec. Efftec issued 350,000 of its common shares valued at $52,500 to the shareholders of the Company. Efftec acquired the Company with possible plans to merge and assume the Company's reporting responsibilities.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statement Notice

Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) in regard to the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Black Nickel Acquisition Corp. III (“we”, “us”, “our” or the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

Description of Business

The Company was incorporated in the State of Delaware on May 26, 2005 and now maintains its principal executive office at 6914 South Yorktown Ave, Suite 130, Tulsa, Oklahoma 74136. Since inception, the Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination through the acquisition of, or merger with, an operating business. The Company filed a Registration Statement on Form 10-SB with the U.S. Securities and Exchange Commission (the “SEC”) on January 12, 2006, and since its effectiveness, the Company has focused its efforts to identify a possible business combination.

The Company, based on proposed business activities, is a “blank check” company. The SEC defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies." Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. The Company is also a “shell company,” defined in Rule 12b-2 under the Exchange Act as a company with no or nominal assets (other than cash) and no or nominal operations. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.

On December 18, 2009, the Company filed a Form 15 with the SEC to temporarily suspend its filing responsibilities.

The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with an operating business. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

The Company currently does not engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring costs related to:

(i) filing Exchange Act reports, and

(ii) investigating, analyzing and consummating an acquisition.

We believe we will be able to meet these costs through use of funds in our treasury, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholder, management or other investors.

The Company may consider acquiring a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

Since our Registration Statement on Form 10-SB went effective, our management has had contact and discussions with representatives of other entities regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

The Company anticipates that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2009~~2010, the Company had assets of $8357,000, comprised exclusively of $83 cash and $56,917 goodwill. This compares with assets of $483,~~489,~~ comprised exclusively of cash in the amount of $~~739~~83 ~~and prepaid expenses of $3,750,~~ as of December 31, ~~2008~~2009. The Company’s current liabilities as of ~~September~~March 3031, ~~2009~~2010 totaled $644,~~327~~500, comprised of $4,500 of accounts payable~~, $45,600 of notes payable to related parties, $5,000 in advances from related parties and $9,227 of accrued expenses~~. This compares to the Company’s current liabilities as of December 31, ~~2008~~2009 of $6065,~~216~~476, comprised of $54,~~800~~500 of accounts payable, $35,000 ofin ~~subscription~~advances ~~deposits~~from related parties, $45,600 of notes payable to related parties and $510,~~816~~376 of accrued expenses. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.

The following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities for the three months ended March 31, 2010 and 2009 and for the cumulative period from May 26, 2005 (inception) through March 31, 2010:

The following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities for the nine months ended September 30, 2009 and 2008 and for the cumulative period from May 26, 2005 (inception) through September 30, 2009:

						From inception
						May 26, 2005
	Three months ended					through
	March 31,					March 31,
	2010		2009			2010

Cash provided by (used in) operations	$	-	$	3,735		$	(101,017	)
Cash provided by (used in) financing activities		-		(3,000	)		101,100
Increase (decrease) in cash equivalents	$	-	$	735		$	83

							From inception
							May 26, 2005
	Nine months ended						through
	September 30,						September 30,
	2009			2008			2009
Cash provided by (used in) operations	$	2,344		$	(29,665	)	$	(101,017	)
Cash provided by (used in) financing activities		(3,000	)		30,100			101,100
Increase (decrease) in cash equivalents	$	(656	)	$	435		$	83

The Company has nominal assets and has generated no revenues since inception. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.

Results of Operations

The Company has not conducted any active operations since inception, except for its efforts to locate suitable acquisition candidates. No revenue has been generated by the Company from May 26, 2005 (inception) through ~~September~~March 3031, ~~2009~~2010. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance. It is management's assertion that these circumstances may hinder the Company's ability to continue as a going concern. The Company’s plan of operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates.

For the three months ended ~~September~~March 3031, ~~2009~~2010, the Company had a net loss of $1575,~~149,~~ consisting of $~~1,149~~575 in interest expense. This compares with a net loss of $31,~~526~~139 for the three months ended ~~September~~March 3031, ~~2008~~2009, consisting of legal, accounting, audit and other professional service fees and administrative fees of $~~2,300~~15 and interest expense of $~~1,126~~1124.

For the ~~nine~~cumulative ~~months~~period ~~ended~~from ~~September~~May 3026, ~~2009~~2005 (inception) through March 31, 2010, the Company had a net loss of $8157,~~517~~218, consisting of ~~$5,106 in~~ legal, accounting, audit and other professional and administrative service fees ~~and~~of $3146,~~411~~267 incurred in ~~interest~~relation ~~expense.~~to ~~This~~the ~~compares~~formation ~~with~~of athe ~~net~~Company, ~~loss~~the filing of ~~$57,170~~the ~~for~~Company’s ~~the~~Registration ~~nine~~Statement ~~months~~on ~~ended~~Form ~~September~~10-SB ~~30,~~in ~~2008~~January of 2006, ~~consisting~~the filing of ~~legal,~~the ~~accounting,~~Company’s ~~audit~~Quarterly Reports on Form 10-QSB and ~~other~~Form ~~professional~~10-Q, ~~service~~the ~~fees~~filing of ~~$18,609,~~the ~~compensation~~Company’s Annual Reports on Form 10-KSB and Form 10-K and evaluation of ~~$35,750~~the ~~(see~~potential ~~below)~~acquisition of 7BP and interest expense of $210,~~811~~951 accrued on shareholder loans.

For the cumulative period from May 26, 2005 (inception) through September 30, 2009, the Company had a net loss of $155,494, consisting of legal, accounting, audit and other professional service fees incurred in relation to the formation of the Company, the filing of the Company’s Registration Statement on Form 10-SB in January of 2006, the filing of the Company’s Quarterly Reports on Form 10-QSB and Form 10-Q, the filing of the Company’s Annual Reports on Form 10-KSB and Form 10-K and evaluation of the potential acquisition of 7BP.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Contractual Obligations

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 4T. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, regulations and related forms, and that such information is accumulated and communicated to our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As of ~~September~~March 3031, ~~2009~~2010, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and our principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures. The Company has only one officer and director and no other employees and the principal executive officer and principal financial officer concluded there was a material weakness due to a lack of segregation of duties. The principal executive officer and principal financial officer concluded this weakness was mitigated by engaging a third party consultant to assist the Company in the preparation of its financial statements and its SEC filings. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting during the quarter ended ~~September~~March 3031, ~~2009~~2010 that have materially affected or are reasonably likely to materially affect our internal controls.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

Based on the knowledge of our sole officer and director, the Company is not a party to any legal proceeding or litigation.

Item 1A. Risk Factors.

Not applicable.

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

None during the current quarter.

Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

(a) Exhibits required by Item 601 of Regulation S-K, filed herein unless otherwise indicated.

Exhibit		Description

*3.1		Certificate of Incorporation, as filed with the Delaware Secretary of State on May 26, 2005
*3.2		By-laws
**17.1		Resignation letter from Paul T. Mannion, Jr.
**17.2		Resignation letter from Andrew Reckles
**17.3		Resignation letter from Paul T. Mannion, Jr.
31.1		Certificate of the Company's principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant's Quarterly Report for the quarter ended September 30, 2008
32.1		Certification of the Company's principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*		Filed as an exhibit to the Company's Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on January 12, 2006 and incorporated herein by this reference

**		Filed as an exhibit to the Company's Current Report on Form 8-K, as filed with the Securities and Exchange Commission on May 15, 2008 and incorporated herein by this reference

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

February 25, 2011	BLACK NICKEL ACQUISITION CORP. III
	BLACK NICKEL ACQUISITION CORP, III
	By:	/s/ Michael D. Pruitt
February 25, 2011	/s/ Michael D. Pruitt
	Michael D. Pruitt
	Michael D. Pruitt, Chief Executive Officer and
	Chief Executive Officer and
	Chief Financial Officer
	Chief Financial Officer

Filing Compare · BLACK NICKEL ACQUISITION CORP III