UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25

                         Commission File Number 0-27781

                           NOTIFICATION OF LATE FILING

(Check One):   [X] Form 10-K   [ ] Form 20-F   [ ] Form 11-K   [ ] Form 10-Q
               [ ] Form N-SAR  [ ] Form N-CSR

                       For Period Ended: December 31, 2004

[ ]  Transition Report on Form 10-K        [ ]  Transition Report on Form 10-Q
[ ]  Transition Report on Form 20-F        [ ]  Transition Report on Form N-SAR
[ ]  Transition Report on Form 11-K        [ ]  Transition Report on Form N-CSR

                For Transition Period Ended: ___________________

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

           Full name of registrant: MNS EAGLE EQUITY GROUP III, INC.

Address of principal executive offices (Street and Number):
12373 E. Cornell Avenue, Aurora, Colorado 80014

                       PART II -- RULE 12-b 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;





[X]      (b) The subject annual report, semi-annual report, transition report on
         Form 10-K, 20-F, 11-K, Form N-SAR or Form N-CSR, or portion thereof,
         will be filed on or before the 15th 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(c) has been attached if applicable.

                              PART III -- NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,
N-SAR, N-CSR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)

The Registrant is unable to file its Form 10-KSB within the prescribed time
period without unreasonable effort or expense due to the fact that it has not
completed the process of preparing and integrating its operating and financial
information into statements for the 2004 fiscal year period. The Registrant
anticipates that it will file its Form 10-KSB within the grace period provided
by Exchange Act Rule 12b-25.

                          PART IV -- OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification: Stephen M. Siedow, Tel. No. 303-478-4442.

(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 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.




                        MNS EAGLE EQUITY GROUP III, INC.
                  (Name of Registrant as Specified in Charter)

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


Date:   March 30, 2005                       By: /s/ Stephen M. Siedow
                                             -----------------------------------
                                             Name: Stephen M. Siedow
                                             Title:  CEO, President and Chief
                                             Financial Officer