U.S. SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON D.C.  20549


                            FORM 12b-25

                          SEC FILE NUMBER: 0-23559

                           CUSIP NUMBER:

                    NOTIFICATION OF LATE FILING

                            (CHECK ONE)


                         _____   FORM 10-K
                         __x__   FORM 10-KSB
                         _____   FORM 11-K
                         _____   FORM 20-F
                         _____   FORM 10-Q
                         _____   FORM 10-QSB
                         _____   FORM N-SAR

Nothing in this Form Shall be construed to imply that the Commission
has verified any information contained herein.

If the  notification relates  to a  portion of  the  filing  checked
above, identify  the Item(s)  to  which  the  notification  relates:
_______________________________

===============================================================
Part I - Registrant Information
===============================================================

Sunburst Acquisitions III, Inc.
_______________________________________________________________
Full Name of Registrant


_______________________________________________________________
Former Name if Applicable

2082 Cherry Street    
_______________________________________________________________
Address of Principal Executive Office (street and number)

Denver, CO  80207
_______________________________________________________________
City, State and Zip Code



==============================================================
Part II - Rules 12b-25 (b) and (c)
==============================================================

If the subject report could not be filed without unreasonable effort
or expense  and the  registrant seeks  relief pursuant  to Rule 12b-
25(b), the following should be completed. (Check Box if appropriate)

                                         X

(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 or semi-annual report/portion thereof
will be  filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report/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(c) has been attached if applicable

===============================================================
Part III - Narrative
===============================================================

State below  in reasonable detail the reasons why the Form 10-K, 11-
K, 20-F,  10-Q, or  N-SAR or  portion thereof,  could not  be  filed
within the prescribed time period.

The registrant's  10-KSB cannot be filed without unreasonable effort
and expense to obtain the appropriate approvals and signatures.


===============================================================
PART IV - OTHER INFORMATION
===============================================================

(1) Name and telephone number of person to contact in regard to this
notification

name:Jennifer Maliar

area code and phone number:303-830-2255


(2) have  all other  periodic reports  required 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  shorted period  that the  registrant was  required to file
such reports) 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 can not be made.

Sunburst Acquisitions III, Inc.
__________________________________________________
(NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

has caused  this notification  to be  signed on  its behalf  by  the
undersigned thereunto duly authorized.


DATE 11/30/98                                 BY /S/ Michael R. Quinn
                                                     President