U.S. SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                               Form 10-QSB/A

(Mark One)
X...Quarterly report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended June 30, 2000.

 ....Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] for the transition period
from _________ to _________.

Commission File No:   __000-30017__

                        Franklyn Resources III Inc.
                 ---------------------------------------
                 (Name of small business in its charter)

      Colorado                              84-1491682
----------------------               -----------------------
(State or other                      (IRS Employer Id.  No.)
jurisdiction of Incorporation)

5330 East 17th Avenue Parkway         Denver, CO             80220
-------------------------------------------------------------------
(Address of Principal Office)                              Zip Code

Issuer's telephone number:    (303) 394-1187

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 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 _____

Applicable only to issuers involved in bankruptcy proceedings during
the past five years

Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.

  Yes _____ No _____

Applicable only to corporate issuers

State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.  At 7/24/00 the
following shares of common were outstanding: Common Stock, $0.001 par
value, 3,316,000 shares.

Transitional Small Business Disclosure
Format (Check one):
Yes _____     No __X__

Exhibits are indexed at page 6.

<PAGE>

PART 1 - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

        NOTE: This filing has been amended to correct the
        Commission file number and employee identification
        number previously reported in error.  All other
        previously filed information remains the same.

       (a)  The financial statements of registrant for the
three months ended June 30, 2000, 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.



                       Franklyn Resources III Inc.
                      (A Development Stage Company)

                          FINANCIAL STATEMENTS
                     Quarter Ended June 30, 2000



                             CONTENTS


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


<PAGE>

                          Franklyn Resources III Inc.
                         (A Development Stage Company)
                                BALANCE SHEET
                                June 30, 2000

<TABLE>
<S>                                                 <C>

ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                         $   1,550
                                                     ---------

     Total current assets                                1,550
                                                     ---------


     TOTAL ASSETS                                    $   1,550
                                                     =========

  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES                                  $       -
                                                     ---------

     Total current liabilities                               -

STOCKHOLDERS' EQUITY
   Common stock, $0.001 par value;
     25,000,000 shares authorized;
     3,316,000 shares issued and
     outstanding                                         3,316
   Additional paid-in capital                           64,354
   Deficit accumulated
     during the
     development stage                                 (66,120)
                                                     ---------
                                                         1,550
                                                     ---------
     TOTAL LIABILITIES AND STOCKHOLDERS'
       EQUITY                                        $   1,550
                                                     =========
</TABLE>

The accompanying notes are an integral part of the financial statements.
                                   1

<PAGE>

                        Franklyn Resources III Inc.
                       (A Development Stage Company)
                         STATEMENTS OF OPERATIONS


<TABLE>
<S>                <C>          <C>         <C>         <C>        <C>
                    For the
                    period from  For the     For the     For the     For the
                    inception    three       three       six         initial
                    (March 2,    months      months      months      period
                    1999) to     ended       ended       ended       ended
                    June 30,     June 30,    June 30,    June 30,    June 30,
                    2000         2000        1999        2000        1999
                    -----------  ----------  ----------  ----------  ----------

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

EXPENSES
  Selling, general and
     administrative      66,120       4,223      60,390       5,223      60,390
                    -----------  ----------  ----------  ----------  ----------

      Total expenses     66,120       4,223      60,390       5,223      60,390
                    -----------  ----------  ----------  ----------  ----------

NET LOSS                (66,120)     (4,223)    (60,390)     (5,223)    (60,390)

Accumulated deficit
  Balance, Beginning
  of period                   -     (61,897)          -     (60,897)          -
                    -----------  ----------  ----------  ----------  ----------

 Balance,
 End of period      $   (66,120) $  (66,120) $  (60,390) $  (66,120) $  (60,390)
                    ===========  ==========  ==========  ==========  ==========
NET LOSS PER SHARE  $     (0.02) $     (NIL)  $   (0.02) $     (NIL) $    (0.02)
                    ===========  ==========  ==========  ==========  ==========

WEIGHTED AVERAGE NUMBER
  OF SHARES
  OUTSTANDING         3,202,008   3,293,198   3,181,000   3,237,098   3,181,000
                    ===========  ==========  ==========  ==========  ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
                                  2

<PAGE>

                          Franklyn Resources III Inc.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS


<TABLE>
<S>                                <C>            <C>           <C>
                                   For the period
                                   from inception               For the
                                   (March 2,      For the six   initial
                                   1999) to       months ended  period ended
                                   June 30,       June 30,      June 30,
                                   2000           2000          1999
                                   -------------- ------------- ---------------

CASH FLOWS FROM
    OPERATING ACTIVITIES:

  Net Loss                        $       (66,120) $     (5,223) $      (60,390)
  Adjustments to reconcile
     net loss to net cash flows
     from operating activities:
       Stock issued for services           60,900          1,050         59,850
                                   --------------  -------------  -------------

  Net cash flows from
   operating activities                    (5,220)        (4,173)          (540)

CASH FLOWS FROM
    INVESTING ACTIVITIES                        -              -              -

CASH FLOWS FROM
    FINANCING ACTIVITIES

  Issuance of common
   stock                                    6,770          3,000          3,770
                                   --------------  -------------  -------------

  Net cash flows from
   financing activities                     6,770          3,000          3,770
                                   --------------  -------------  -------------

  Net increase (decrease)
   in cash and cash
   equivalents                              1,550         (1,173)         3,230

CASH AND CASH EQUIVALENTS,
  Beginning of Period                           -          2,723              -
                                   --------------  -------------  -------------

CASH AND CASH EQUIVALENTS,
 End of Period                     $        1,550  $       1,550  $       3,230
                                   ==============  =============  =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
                                 3

<PAGE>

                           Franklyn Resources III Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2000



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

The accompanying financial statements have been prepared by Franklyn Resources
III Inc. 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 at December 31, 1999.

2. Stock
--------

For the quarter and six months ended June 30, 2000, the Company issued 100,000
shares of common stock for $3,000 or $0.03 per share, and 35,000 shares in
exchange for services related to establishing the Company as a public reporting
entity.  These shares were valued at $1,050 or $0.03 per share.

                                 4

<PAGE>

Item 2.         MANAGEMENT'S DISCUSSION AND ANALYSIS OR
                PLAN 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 net proceeds
in the amount of $6,770 from its inside capitalization funds.
The Company's balance sheet for the period ending June 30, 2000 reflects a
current asset value and a total asset value of $1,550, in the form of cash,
as compared to $3,230, in the form of cash as of June 30, 1999.

        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
June 30, 2000, 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 and ended June 30, 2000 and 1999, the Company
showed net losses of $4,223 and $60,390, respectively.  From inception the
Company has experienced losses of $66,120, of which $60,900 was settled for
shares of stock in the Company.  The decrease in loss is due to the fact that
the Company incurred the majority of their inside capitalization during the
quarter ended June 30, 1999.

Need for Additional Financing

        The Company believes that its existing capital will be sufficient
to meet the Company's cash needs, including the costs of compliance
with the continuing reporting requirements of the Securities Exchange
Act of 1934, as amended, for a period of approximately one year.
Accordingly, in the event the Company is able to complete a business
combination during this period, it anticipates that its existing capital will
be sufficient to allow it to accomplish the goal of completing a business
combination.  There is no assurance, however, that the available funds
will ultimately prove to be adequate to allow it to complete a business
combination, and once a business combination is completed, the
Company's needs for additional financing are likely to increase
substantially.

        No commitments to provide additional funds have been made by
management or other stockholders.  Accordingly, there can be no
assurance that any additional funds will be available to the Company to
allow it to cover its expenses.

        Irrespective of whether the Company's cash assets prove to be
inadequate to meet the Company's operational needs, the Company
might seek to compensate providers of services by issuances of stock in
lieu of cash.

5

<PAGE>

PART II

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

       (a)  EXHIBIT 27 - FINANCIAL DATA SCHEDULE

       There have been no reports on Form 8-K for the quarter ending
June 30, 2000.


Signatures

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Franklyn Resources III Inc.
(Registrant)

Date: July 24, 2000

/s/
Frank Kramer, President

6

<PAGE>