Form 10-QSB/A
                 U.S. SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549



(X)  Quarterly report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended March 31, 2006.

( )  Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934.

Commission File No:   000-30021

                         PARK HILL CAPITAL III CORP.
                 ---------------------------------------
                 (Name of small business in its charter)

        Nevada                               84-1492104
--------------------------               -----------------------
(State or other                      (IRS Employer Id.  No.)
jurisdiction of Incorporation)

P. O. Box 461029, Glendale, CO                             80246
----------------------------------------------------------------------
(Address of executive offices)                             Zip Code

                    (303) 394-1187
----------------------------------------------------------------------
(Issuer's telephone number, including area code)


-----------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since
last report)

Indicate by check mark whether the issuer (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act 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 the number of shares outstanding of each of the issuer's classes
of stock, as of the latest practicable date.

	Class of Securities				Shares Outstanding
                                                        at March 31, 2006
	-------------------				-------------------

 Common Stock, $.001 par value 				3,886,000

Transitional Small Business Disclosure Format

Yes _____     No __X__

<PAGE>


                                EXPLANATORY NOTE

The Registrant is filing this amendment to its Form 10-QSB for the quarter
ended March 31, 2006 to clarify additional information regarding its
disclosure controls and procedures.




PART 1 - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

       (a)  The financial statements of registrant for the three months
ended March 31, 2006, follow.  The financial statements reflect all
adjustments which are, in the opinion of management, necessary to a fair
statement of the results for the interim period presented.



                       PARK HILL CAPITAL III CORP.
                      (A Development Stage Company)

                          FINANCIAL STATEMENTS
                     Quarter Ended March 31, 2006



                             CONTENTS


     Balance Sheet                                       1
     Statements of Operations                            2
     Statements of Cash Flows                            3
     Notes to Financial Statements                       4


<PAGE>

                          PARK HILL CAPITAL III CORP.
                         (A Development Stage Company)
                                BALANCE SHEET
                               March 31, 2006
                                 (UNAUDITED)

<TABLE>
<S>                                                  <C>

ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                         $  11,271
                                                     ---------

     Total current assets                               11,271
                                                     ---------


     TOTAL ASSETS                                    $  11,271
                                                     =========

  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
   Accounts payable                                  $  27,731
                                                     ---------

     Total current liabilities                          27,731

STOCKHOLDERS' EQUITY (DEFICIT)
   Common stock, $0.001 par value;
     25,000,000 shares authorized;
     3,886,000 shares issued and
     outstanding                                         3,886
   Additional paid-in capital                           89,830
   Deficit accumulated during the
   development stage                                  (110,176)
                                                     ---------
                                                       (16,460)
                                                     ---------
     TOTAL LIABILITIES AND STOCKHOLDERS'
       EQUITY (DEFICIT)                              $  11,271
                                                     =========
</TABLE>

The accompanying note is an integral part of the financial statements.

                                       1

<PAGE>

                        PARK HILL CAPITAL III CORP.
                       (A Development Stage Company)
                         STATEMENTS OF OPERATIONS
                               (UNAUDITED)

<TABLE>
<S>                                   <C>          <C>          <C>
                                      For the
                                      period from  For the      For the
                                      inception    three        three
                                      (March 2,    months       months
                                      1999) to     ended        ended
                                      March 31,    March 31,    March 31,
                                      2006         2006         2005
                                     -----------   ----------   ----------

REVENUES                             $         -   $        -   $        -
                                     -----------   ----------   ----------

EXPENSES
  Selling, general and
     administrative                      110,176       27,856            -
                                     -----------   ----------   ----------

      Total expenses                     110,176       27,856            -
                                     -----------   ----------   ----------

NET INCOME/(LOSS)                       (110,176)     (27,856)           -

Accumulated deficit
  Balance, Beginning
  of period                                    -      (82,320)     (70,524)
                                     -----------   ----------   ----------

 Balance,
 End of period                       $  (110,176)  $ (110,176)  $  (70,524)
                                     ===========   ==========   ==========
NET LOSS PER SHARE                   $     (0.03)  $     (NIL)  $     (NIL)
                                     ===========   ==========   ==========

WEIGHTED AVERAGE NUMBER
  OF SHARES
  OUTSTANDING                          3,391,776    3,886,000   3,316,000
                                     ===========   ==========  ==========

</TABLE>
The accompanying note is an integral part of the financial statements.

                                       2

<PAGE>
                            PARK HILL CAPITAL III CORP.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)


<TABLE>
<S>                                <C>             <C>            <C>
                                   For the period
                                   from inception
                                   (March 2,       For the three  For the three
                                   1999) to        months ended   months ended
                                   March 31,       March 31,      March 31,
                                   2006            2006           2005
                                   -------------- ------------- -------------

CASH FLOWS FROM
    OPERATING ACTIVITIES:

  Net Loss                        $      (110,176) $     (27,856) $            -
  Adjustments to reconcile
     net loss to net cash flows
     from operating activities:
       Increase (decrease)
           in accounts payable             27,731         27,050              -
       Stock issued for services           64,550              -              -
                                   --------------  -------------  -------------

  Net cash flows from
   operating activities                   (17,895)          (806)             -

CASH FLOWS FROM
    INVESTING ACTIVITIES                        -              -              -

CASH FLOWS FROM
    FINANCING ACTIVITIES

  Issuance of common stock                 23,720              -              -
  Shareholder Contributions		    5,446              -              -
                                   --------------  -------------  -------------
  Net cash flows from
   financing activities                    29,166              -              -
                                   --------------  -------------  -------------

  Net increase (decrease)
   in cash and cash
   equivalents                             11,271           (806)             -

CASH AND CASH EQUIVALENTS,
  Beginning of Period                           -         12,077             42
                                   --------------  -------------  -------------

CASH AND CASH EQUIVALENTS,
 End of Period                     $       11,271  $      11,271  $          42
                                   ==============  =============  =============

</TABLE>
The accompanying note is an integral part of the financial statements.

                                       3
<PAGE>

                           PARK HILL CAPITAL III CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2006
                                  (UNAUDITED)



1.  Management's Representation of Interim Financial Information
    ------------------------------------------------------------

The accompanying financial statements have been prepared by Park Hill
Capital III Corp. without audit pursuant to the rules and regulations of
the Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
as allowed by such rules and regulations, and management believes that the
disclosures are adequate to make the information presented not misleading.
These financial statements include all of the adjustments which, in the
opinion of management, are necessary to a fair presentation of financial
position and results of operations.  All such adjustments are of a normal
and recurring  nature.  These financial statements should be read in
conjunction with the audited financial statements of the Company for the
year ended December 31, 2005 and notes thereto included in the Company's
10-KSB annual report. The Company follows the same accounting policies in
the preparation of interim reports.  Results of operations for interim
periods are not indicative of annual results.





                                       4

<PAGE>

Item 2.         Management's Discussion and Analysis Of Financial
                Conditions and Results of Operations.

Liquidity and Capital Resources

        The Company remains in the development stage and, since inception,
has experienced no significant change in liquidity or capital resources or
stockholder's equity other than the receipt of cash in the amount of $23,720
and services valued at $64,550 as payment for its outstanding common stock,
and cash contributions of $5,446 from existing shareholders. The Company's
balance sheet for the period ending March 31, 2006 reflects a current
asset value and a total asset value of $11,271, in the form of cash, as
compared to $42 in current and total assets as of March 31, 2005.

        The Company's business plan is to seek, investigate, and, if
warranted, acquire one or more properties or businesses, and to pursue other
related activities intended to enhance shareholder value.  The acquisition
of a business opportunity may be made by purchase, merger, exchange of stock,
or otherwise, and may encompass assets or a business entity, such as a
corporation, joint venture, or partnership.  The Company has very limited
capital, and it is unlikely that the Company will be able to take advantage
of more than one such business opportunity.

        The Company will carry out its plan of business as discussed above.
The Company cannot predict to what extent its liquidity and capital resources
will be diminished prior to the consummation of a business combination or
whether its capital will be further depleted by the operating losses (if any)
of the business entity which the Company may eventually acquire.

Results of Operations

        During the period from March 2, 1999 (inception) through March 31,
2006, the Company has engaged in no significant operations other than
organizational activities, acquisition of capital and preparation for
registration of its securities under the Securities Exchange Act of 1934,
as amended.  No revenues were received by the Company during this period.

        For the current fiscal year, the Company anticipates incurring a
loss as a result of expenses associated with compliance with reporting
requirements and expenses associated with locating and evaluating
acquisition candidates.  The Company anticipates that until a business
combination is completed with an acquisition candidate, it will not generate
revenues and may continue to operate at a loss after completing a business
combination, depending upon the performance of the acquired business.

        For the quarter ended March 31, 2006 and 2005, the Company showed
net losses of $27,856 and $0, respectively.  From inception the Company has
experienced losses of $110,176 of which $64,550 was settled for shares of
stock in the Company.  The increase in net loss is attributed primarily to
legal fees incurred in connection with the Company's proposed share exchange
transaction (further described on Forms 8-K filed on February 1, 2006 and
April 19, 2006 and incorporated here by reference).  Additionally, in 2006
the Company incurred costs for auditing and compliance with reporting
standards, which costs were not incurred in early 2005 when the Company was
delinquent with its filings.

                                       5

<PAGE>

Need for Additional Financing

     The  Company  will  require  additional  capital  in order to remain
current on its future  filings and to move forward with its proposed share
exchange transaction or, if applicable, seek out other suitable merger or
acquisition candidates.

     No  specific  commitments  to  provide  additional  funds have been made by
management  or  other  stockholders,  and  the  Company  has no  current  plans,
proposals,  arrangements or understandings  with respect to the sale or issuance
of  additional  securities  prior to the  location  of a merger  or  acquisition
candidate. Accordingly, there can be no assurance that any additional funds will
be available to the Company to allow it to cover its  expenses.  Notwithstanding
the foregoing,  to the extent that  additional  funds are required,  the Company
anticipates  receiving  such  funds in the  form of  advancements  from  current
shareholders  without  issuance of  additional  shares or other  securities,  or
through the private  placement of  restricted  securities  rather than through a
public offering.

     The Company may also seek to compensate  providers of services by issuances
of stock in lieu of cash.


Item 3. Controls and Procedures

     As of the end of the period covered by this report, the Company conducted
an evaluation, under the supervision and with the participation of the Principal
Executive Officer and Principal Financial Officer, of the Company's disclosure
controls  and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities  Exchange Act of 1934 (the "Exchange Act"). Based on this evaluation,
the Principal Executive Officer and Principal Financial Officer concluded that
the Company's disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms. Additionally, the Principal Executive Officer and Principal Financial
Officer concluded that the Company's disclosure controls and procedures are
effective to ensure that information required to be disclosed by the Company in
the reports that it files or submits under the Exchange Act is communicated to
the Principal Executive Officer and Principal Financial Officer, as appropriate
to allow timely decisions regarding disclosure.  There was no change in the
Company's internal control over financial reporting during the Company's most
recently completed fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting.

                                       6

<PAGE>

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS
None

ITEM 2.  CHANGES IN SECURITIES
None

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 AND REPORTS ON FORM 8-K

(a) Exhibits

31.1 Certification by the Principal Executive Officer pursuant to Section 302
     of the Sarbanes-0xley Act of 2002

31.2 Certification by the Principal Financial Officer pursuant to Section 302
     of the Sarbanes-0xley Act of 2002

32.1 Certification by the Principal Executive Officer pursuant to 18 U.S.C.
     Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002

32.2 Certification by the Principal Financial Officer pursuant to 18 U.S.C.
     Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K:

Current Report on Form 8-K filed on February 1, 2006 is incorporated herein
by reference

Current Report on Form 8-K filed on April 19, 2006 is incorporated herein
by reference





                                       7
<PAGE>




                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereto duly
authorized.

Date: June 8, 2006

                                              PARK HILL CAPITAL III CORP.


                                              By:  /s/ DEBORAH A. SALERNO
                                                  --------------------------
                                                   Deborah A. Salerno
                                                   President and
                                                   Principal Executive Officer


     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

Name                          Title                              Date
----                          -----                              ----

                              President
/s/ DEBORAH A. SALERNO        Principal Executive Officer
-----------------------       Director                          June 8, 2006
    Deborah A. Salerno


/s/ FRANK L. KRAMER           Secretary/Treasurer
----------------------        Principal Financial Officer       June 8, 2006
    Frank L. Kramer           Director



                                       8

<PAGE>
                                                                 Exhibit 31.1
                     Certification Pursuant to Section 302
                       of the Sarbanes-Oxley Act of 2002

I, Deborah A. Salerno, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Park Hill Capital
   III, Corp. (the "Registrant");

2. Based on my knowledge, this quarterly report does not contain any untrue
   statement of a material fact or omit to state a material fact necessary to
   make the statements made, in light of the circumstances under which such
   statements were made, not misleading with respect to the period covered by
   this report;

3. Based on my knowledge, the financial statements, and other financial
   information included in this quarterly report, fairly present in all material
   respects the financial condition, results of operations and cash flows of the
   Registrant as of, and for, the periods presented in this report;

4. The Registrant's other certifying officer(s) and  I  are responsible for
   establishing and maintaining disclosure controls and procedures (as defined
   in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:

   a) designed such disclosure controls and procedures, or caused such
      disclosure controls and procedures to be  designed under our supervision,
      to ensure that material information relating to the Registrant is made
      known to us, particularly during the period in which this quarterly report
      is being prepared. The Registrant has no consolidated or unconsolidated
      subsidiaries;

   b) evaluated the effectiveness of the Registrant's disclosure controls and
      procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures as of the end of
      the period covered by this report based on such evaluation; and

   c) disclosed in this report any change in the Registrant's internal control
      over financial reporting that occurred during the Registrant's most recent
      fiscal quarter (the Registrant's fourth fiscal quarter in the case of an
      annual report) that has materially affected, or is reasonably likely to
      materially affect, the Registrant's internal control over financial
      reporting; and

5. The Registrant's other certifying officer(s) and I have disclosed, based on
   our most recent evaluation of internal control over financial reporting, to
   the Registrant's auditors and the audit committee of the Registrant's board
   of directors (or persons performing the equivalent functions):

   a) all significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the Registrant's ability to
      record, process, summarize and report financial information; and

   b) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the Registrant's internal
      control over financial reporting.

/s/ DEBORAH A. SALERNO                                          June 8, 2006
---------------------------------------
Deborah A. Salerno, Principal Executive Officer
<PAGE>
                                                                 Exhibit 31.2
                     Certification Pursuant to Section 302
                       of the Sarbanes-Oxley Act of 2002

I, Frank L. Kramer, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Park Hill Capital
   III, Corp. (the "Registrant");

2. Based on my knowledge, this quarterly report does not contain any untrue
   statement of a material fact or omit to state a material fact necessary to
   make the statements made, in light of the circumstances under which such
   statements were made, not misleading with respect to the period covered by
   this report;

3. Based on my knowledge, the financial statements, and other financial
   information included in this quarterly report, fairly present in all material
   respects the financial condition, results of operations and cash flows of the
   Registrant as of, and for, the periods presented in this report;

4. The Registrant's other certifying officer(s) and  I  are responsible for
   establishing and maintaining disclosure controls and procedures (as defined
   in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:

   a) designed such disclosure controls and procedures, or caused such
      disclosure controls and procedures to be  designed under our supervision,
      to ensure that material information relating to the Registrant is made
      known to us, particularly during the period in which this quarterly report
      is being prepared. The Registrant has no consolidated or unconsolidated
      subsidiaries;

   b) evaluated the effectiveness of the Registrant's disclosure controls and
      procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures as of the end of
      the period covered by this report based on such evaluation; and

   c) disclosed in this report any change in the Registrant's internal control
      over financial reporting that occurred during the Registrant's most recent
      fiscal quarter (the Registrant's fourth fiscal quarter in the case of an
      annual report) that has materially affected, or is reasonably likely to
      materially affect, the Registrant's internal control over financial
      reporting; and

5. The Registrant's other certifying officer(s) and I have disclosed, based on
   our most recent evaluation of internal control over financial reporting, to
   the Registrant's auditors and the audit committee of the Registrant's board
   of directors (or persons performing the equivalent functions):

   a) all significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the Registrant's ability to
      record, process, summarize and report financial information; and

   b) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the Registrant's internal
      control over financial reporting.

/s/ FRANK L. KRAMER                                             June 8, 2006

---------------------------------------
Frank L. Kramer, Principal Financial Officer
<PAGE>

                                                                Exhibit 32.1
                     Certification Pursuant to Section 906
                       of the Sarbanes-Oxley Act of 2002


In connection with the filing of the Quarterly Report on Form 10-QSB of Park
Hill Capital III Corp. (the "Company") for the period ended March 31, 2006
as filed with the Securities and Exchange Commission, I, Deborah A. Salerno,
President of the Company certify, pursuant to 18 U.S.C. ss.1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of
my knowledge and belief:

     1. The Report fully complies with the requirements of Section 13(a) or
        15(d) of the Securities Exchange Act of 1934, as amended, and

     2. The information contained in the Report fairly presents, in all material
        respects, the financial condition and results or operations of the
        Company.



/s/ DEBORAH A. SALERNO                                         June 8, 2006
---------------------------------
Deborah A. Salerno
Principal Executive Officer

<PAGE>

                                                                Exhibit 32.2
                     Certification Pursuant to Section 906
                       of the Sarbanes-Oxley Act of 2002


In connection with the filing of the Quarterly Report on Form 10-QSB of Park
Hill Capital III Corp. (the "Company") for the period ended March 31, 2006
as filed with the Securities and Exchange Commission, I, Frank L. Kramer,
Treasurer of the Company certify, pursuant to 18 U.S.C. ss.1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of
my knowledge and belief:

     1. The Report fully complies with the requirements of Section 13(a) or
        15(d) of the Securities Exchange Act of 1934, as amended, and

     2. The information contained in the Report fairly presents, in all material
        respects, the financial condition and results or operations of the
        Company.



/s/ FRANK L. KRAMER                                             June 8, 2006
---------------------------------
Frank L. Kramer,
Principal Financial Officer