**U.S.
        SECURITIES AND EXCHANGE COMMISSION**
 Washington,
        D.C. 20549
 
 **Form
        10-KSB**
 
 (Mark
        One)
 
 **x ANNUAL
        REPORT
        UNDER SECTION 13 OR 15(d)**
 **OF
        THE SECURITIES EXCHANGE ACT OF 1934**
 
 For
        the
        fiscal year ended December 31, 2005
 
 **o TRANSITION
        REPORT
        UNDER SECTION 13 OR 15(d)**
 **OF
        THE SECURITIES EXCHANGE ACT OF 1934**
 
 For
        the
        transition period from ______________ to ______________
  *Commission
        File Number 000-51739*
 _____________________________________________
  **R&R
        Acquisition III, Inc.**
 
 (Exact
        name of registrant as specified in its charter)
 _______________________________________________
  Delaware
              43-2069362(State
                  or other jurisdiction of
              (I.R.S.
                  Employerincorporation
                  or organization)
              Identification
                  No.)c/o
                  Kirk M. Warshaw47
                  School AvenueChatham,
                  New Jersey
              07928(Address
                  of principal executive offices)
              (zip
                  code)
 
 Registrant’s
        telephone number, including area code:
 973-635-4047
 _______________________________________________
 
 Securities
        registered under Section 12(b) of the Exchange Act:
 
 None.
 
 Securities
        registered under Section 12(g) of the Exchange Act:
 
 Common
        Stock, $0.0001 par value per share
 (Title
        of
        Class)
  
 
 Indicate
        by check mark whether the registrant (1) has filed all reports required to
        be
        filed by Section 13 or 15(d) of the 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 |_|.
 
 Check
        whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange
        Act). Yes |X| No |_|.
 
 Indicate
        by check mark if there is no disclosure of delinquent filers in response
        to Item
        405 of Regulation S-K (§229.405 of this chapter) contained herein, and no
        disclosure will be contained, to the best of registrant's knowledge, in
        definitive proxy or information statements incorporated by reference in Part
        III
        of this Form 10-KSB. |_|
 
 Indicate
        by check mark whether the registrant is an accelerated filer (as defined
        in Rule
        12b-2 of the Act).
 Yes
        |_|
        No |X|.
 
 The
        Company’s revenues for fiscal year ended December 31, 2005 were $0.
 
 As
        of
        April 7, 2006, there were 2,500,000 shares of common stock outstanding, none
        of
        which were held by non-affiliates, or eligible for trading on any market.
 
 **DOCUMENTS
        INCORPORATED BY REFERENCE:**
 
 **None**
 
 
 **FORWARD-LOOKING
        STATEMENTS**
 
 Certain
        statements made in this Annual Report on Form 10-KSB are “forward-looking
        statements” (within the meaning of the Private Securities Litigation Reform Act
        of 1995) regarding 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 R&R
        Acquisition III, Inc. (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 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.
  
 
 **PART
        I**
 
 **Item
        1. Business.**
  **Introduction**
 
 R&R
        Acquisition III, Inc. (“we”, “our”, “us”, the "Company" or the "Registrant") was
        incorporated in the State of Delaware and maintains principal offices at
        47
        School Avenue, Chatham, New Jersey 07928. 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 and since the
        effectiveness of its registration statement on Form 10-SB on March 20, 2006,
        has
        begun efforts to identify a business combination.
 
 The
        Company, based on proposed business activities, is a "blank check" company.
        The
        Securities and Exchange Commission (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 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, as defined in Rule 12b-2 under the
        Securities Exchange Act of 1934, as amended (the “Exchange Act”), also is a
“shell company,” defined 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.
 
 The
        Company was organized as a vehicle to investigate and, if such investigation
        warrants, acquire a target company or business seeking the perceived advantages
        of being a publicly held corporation. 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.
 
 **Competition**
 
 Our
        primary goal is the acquisition of a target company or business seeking the
        perceived advantages of being a publicly held corporation. The Company faces
        vast competition from other shell companies with the same objectives. The
        Company is in a highly competitive market for a small number of business
        opportunities which could reduce the likelihood of consummating a successful
        business combination. A large number of established and well-financed entities,
        including small public companies and venture capital firms, are active in
        mergers and acquisitions of companies that may be desirable target candidates
        for us. Nearly all these entities have significantly greater financial
        resources, technical expertise and managerial capabilities than we do;
        consequently, we will be at a competitive disadvantage in identifying possible
        business opportunities and successfully completing a business combination.
        These
        competitive factors may reduce the likelihood of our identifying and
        consummating a successful business combination.
  1
 
 **Employees**
 
 Other
        than Arnold P. Kling and Kirk M. Warshaw, our President and Chief Financial
        Officer, respectively, the Company currently has no employees. Neither of
        our
        officers receives any cash compensation, and each provides services on an
        as-needed basis.
 
 **RISK
        FACTORS**
 
 **The
        information in this Form 10-KSB contains forward-looking statements. These
        statements relate to future events or future financial performance. In some
        cases, forward-looking statements can be identified by terminology such as
        “may,” “will,” “should,” “could,” “expects,” “hopes,” “believes,” “plans,”
“anticipates,” “estimates,” “predicts,” “potential,” or “continue” or the
        negative of such terms and other comparable terminology. These statements
        are
        only predictions. In evaluating these statements, readers should specifically
        consider various factors, including the risks outlined below. These factors
        may
        cause the Company’s actual results to differ materially from any forward-looking
        statement.**
 
 **There
        may be conflicts of interest between our management and our non-management
        stockholders.**
 
 Conflicts
        of interest create the risk that management may have an incentive to act
        adversely to the interests of other investors. A conflict of interest may
        arise
        between our management's personal pecuniary interest and its fiduciary duty
        to
        our stockholders. Our officers may be entitled to receive compensation from
        a
        target company they identify or provide services to in connection with a
        business combination. Further, our management's own pecuniary interest may
        at
        some point compromise its fiduciary duty to our stockholders. In addition,
        Mr.
        Kling and Mr. Warshaw, our officers and sole director, are currently involved
        with other blank check offerings and conflicts in the pursuit of business
        combinations with such other blank check companies with which they and
        affiliates of our majority stockholders are, and may in the future, be
        affiliated with may arise. If we and the other blank check companies that
        our
        officers and directors are affiliated with desire to take advantage of the
        same
        opportunity, then those officers and directors that are affiliated with both
        companies would abstain from voting upon the opportunity. Further, Rodman
&
Renshaw, LLC (“Rodman & Renshaw”), a registered broker-dealer and affiliate
        of our majority stockholder, may act as our investment banker, placement
        agent
        or financial consultant to the Company or an acquisition candidate in connection
        with a potential business combination transaction and may receive a fee for
        such
        services. We cannot assure you that conflicts of interest among us, Rodman
&
Renshaw and our stockholders will not develop.
 
 **Our
        business is difficult to evaluate because we have no operating
        history.**
 
 As
        the
        Company has no operating history or revenue and only minimal assets, there
        is a
        risk that we will be unable to continue as a going concern and consummate
        a
        business combination. The Company has had no recent operating history nor
        any
        revenues or earnings from operations since inception. We have no significant
        assets or financial resources. We will, in all likelihood, sustain operating
        expenses without corresponding revenues, at least until the consummation
        of a
        business combination. This may result in our incurring a net operating loss
        that
        will increase continuously until we can consummate a business combination
        with a
        profitable business opportunity. We cannot assure you that we can identify
        a
        suitable business opportunity and consummate a business
        combination.
  2
 
 **There
        is competition for those private companies suitable for a merger transaction
        of
        the type contemplated by management.**
 
 We
        are in
        a
        highly competitive market for a small number of business opportunities which
        could reduce the likelihood of consummating a successful business combination.
        We will be an insignificant participant in the business of seeking mergers
        with,
        joint ventures with and acquisitions of small private and public entities.
        A
        large number of established and well-financed entities, including small public
        companies and venture capital firms, are active in mergers and acquisitions
        of
        companies that may be desirable target candidates for us. Nearly all these
        entities have significantly greater financial resources, technical expertise
        and
        managerial capabilities than we do; consequently, we will be at a competitive
        disadvantage in identifying possible business opportunities and successfully
        completing a business combination. These competitive factors may reduce the
        likelihood of our identifying and consummating a successful business
        combination.
 
 **Future
        success is highly dependent on the ability of management to locate and attract
        a
        suitable acquisition.**
 
 The
        nature of our operations is highly speculative and there is a consequent
        risk of
        loss of your investment. The success of our plan of operation will depend
        to a
        great extent on the operations, financial condition and management of an
        identified business opportunity. W e
        cannot
        assure you that we will be successful in locating candidates with established
        operating histories. In the event we complete a business combination with
        a
        privately held company, the success of our operations may be dependent upon
        management of the successor firm or venture partner firm and numerous other
        factors beyond our control.
 
 **Management
        intends to devote only a limited amount of time to seeking a target company
        which may adversely impact our ability to identify a suitable acquisition
        candidate and consummate a business combination.**
  While
        seeking a business combination, management anticipates devoting no more than
        a
        few hours per week to the Company's affairs. Our officers have not entered
        into
        written employment agreements with us and are not expected to do so in the
        foreseeable future. This limited commitment may adversely impact our ability
        to
        identify and consummate a successful business combination.
 
 **The
        time and cost of preparing a private company to become a public reporting
        company may preclude us from entering into and consummating a merger or
        acquisition with the most attractive private companies.**
 
 Target
        companies that fail to comply with SEC reporting requirements may delay or
        preclude business acquisitions. Sections 13 and 15(d) of the Exchange Act
        require reporting companies to provide certain information about significant
        acquisitions, including certified financial statements for the company acquired,
        covering one, two, or three years, depending on the relative size of the
        acquisition. The time and additional costs that may be incurred by some target
        entities to prepare these statements may significantly delay or essentially
        preclude consummation of an acquisition. Otherwise suitable acquisition
        prospects that do not have or are unable to obtain the required audited
        statements may be inappropriate for acquisition so long as the reporting
        requirements of the Exchange Act are applicable.
  3
 
 **The
        Company may be subject to further government regulation which would adversely
        affect our operations.**
 
 Although
        we will be subject to the reporting requirements under the Exchange Act,
        management believes we will not be subject to regulation under the Investment
        Company Act of 1940, as amended (the “Investment Company Act”), since we will
        not be engaged in the business of investing or trading in securities. If
        we
        engage in business combinations which result in our holding passive investment
        interests in a number of entities, we could be subject to regulation under
        the
        Investment Company Act. If so, we would be required to register as an investment
        company and could be expected to incur significant registration and compliance
        costs. We have obtained no formal determination from the Securities and Exchange
        Commission as to our status under the Investment Company Act and, consequently,
        violation of the Investment Company Act could subject us to material adverse
        consequences.
 
 **Any
        potential acquisition or merger with a foreign company may subject us to
        additional risks.**
 
 If
        we
        enter into a business combination with a foreign concern, we will be subject
        to
        risks inherent in business operations outside of the United States. These
        risks
        include, for example, currency fluctuations, regulatory problems, punitive
        tariffs, unstable local tax policies, trade embargoes, risks related to shipment
        of raw materials and finished goods across national borders and cultural
        and
        language differences. Foreign economies may differ favorably or unfavorably
        from
        the United States economy in growth of gross national product, rate of
        inflation, market development, rate of savings, and capital investment, resource
        self-sufficiency and balance of payments positions, and in other
        respects.
 
 **There
        is currently no trading market for our common stock.**
 
 Outstanding
        shares of our common stock cannot be offered, sold, pledged or otherwise
        transferred unless subsequently registered pursuant to, or exempt from
        registration under, the Securities Act of 1933, as amended (the “Securities
        Act”) and any other applicable federal or state securities laws or regulations.
        These restrictions will limit the ability of our stockholders to liquidate
        their
        investment. Further, shares of our common stock cannot be sold under the
        exemptions from registration provided by Rule 144 under or Section 4(1) of
        the
        Securities Act, in
        accordance with the letter from Richard K. Wulff, Chief
        of
        the Office of Small Business Policy of the Securities and Exchange Commission’s
        Division of Corporation Finance ,
        to Ken
        Worm of NASD Regulation, Inc., dated January 21, 2000.
 
 **Our
        business will have no revenues unless and until we merge with or acquire
        an
        operating business.**
 
 We
        are a
        development stage company and have had no revenues from operations. We may
        not
        realize any revenues unless and until we successfully merge with or acquire
        an
        operating business.
  4
 
 **The
        Company intends to issue more shares in a merger or acquisition, which will
        result in substantial dilution.**
 
 Our
        certificate of incorporation authorizes the issuance of a maximum of
        75,000,000 shares of common stock and a maximum of 10,000,000 shares of
        preferred stock. Any merger or acquisition effected by us may result in the
        issuance of additional securities without stockholder approval and may result
        in
        substantial dilution in the percentage of our common stock held by our then
        existing stockholders. Moreover, the common stock issued in any such merger
        or
        acquisition transaction may be valued on an arbitrary or non-arm’s-length basis
        by our management, resulting in an additional reduction in the percentage
        of
        common stock held by our then existing stockholders. Our Board
        of
        Directors has the power to issue any or all of such authorized but unissued
        shares without stockholder approval. To the extent that additional shares
        of
        common stock or preferred stock are issued in connection with a business
        combination or otherwise, dilution to the interests of our stockholders will
        occur and the rights of the holders of common stock might be materially
        adversely affected.
 
 **Our
        stockholders may engage in a transaction to cause the Company to repurchase
        their shares of common stock.**
 
 In
        order
        to provide an interest in the Company to a third party, our stockholders
        may
        choose to cause the Company to sell Company securities to third parties,
        with
        the proceeds of such sale being utilized by the Company to repurchase shares
        of
        common stock held by the stockholders. As a result of such transaction, our
        management, principal stockholders and Board of Directors may change.
 
 **The
        Company has conducted no market research or identification of business
        opportunities, which may affect our ability to identify a business to merge
        with
        or acquire.**
 
 The
        Company has neither conducted nor have others made available to us results
        of
        market research concerning prospective business opportunities. Therefore,
        we
        have no assurances that market demand exists for a merger or acquisition
        as
        contemplated by us. It may be expected that any such target business or
        transaction will present such a level of risk that conventional private or
        public offerings of securities or conventional bank financing will not be
        available. There is no assurance that we will be able to acquire a business
        opportunity on terms favorable to us. Decisions as to
        which
        business opportunity to participate in will be unilaterally made by our
        management, which may act without the consent, vote or approval of our
        stockholders.
 
 **Because
        we may seek to complete a business combination through a “reverse merger”,
        following such a transaction we may not be able to attract the attention
        of
        major brokerage firms.**
  Additional
        risks may exist since we will assist a privately held business to become
        public
        through a “reverse merger.” Securities analysts of major brokerage firms may not
        provide coverage of our Company since there is no incentive to brokerage
        firms
        to recommend the purchase of our common stock. No assurance can be given
        that
        brokerage firms will want to conduct any secondary offerings on behalf of
        our
        post-merger company in the future.
 
 **We
        cannot assure you that following a business combination with an operating
        business, our common stock will be listed on NASDAQ or any other securities
        exchange.**
  5
 
 Following
        a business combination, we may seek the listing of our common stock on NASDAQ
        or
        the American Stock Exchange. However, we cannot assure you that following
        such a
        transaction, we will be able to meet the initial listing standards of either
        of
        those or any other stock exchange, or that we will be able to maintain a
        listing
        of our common stock on either of those or any other stock exchange. After
        completing a business combination, until our common stock is listed on the
        NASDAQ or another stock exchange, we expect that our common stock would be
        eligible to trade on the OTC Bulletin Board, another over-the-counter quotation
        system, or on the “pink sheets,” where our stockholders may find it more
        difficult to dispose of shares or obtain accurate quotations as to the market
        value of our common stock. In addition, we would be subject to an SEC rule
        that,
        if it failed to meet the criteria set forth in such rule, imposes various
        practice requirements on broker-dealers who sell securities governed by the
        rule
        to persons other than established customers and accredited investors.
        Consequently, such rule may deter broker-dealers from recommending or selling
        our common stock, which may further affect its liquidity. This would also
        make
        it more difficult for us to raise additional capital following a business
        combination.
 
 **There
        is no public market for our common stock, nor have we ever paid dividends
        on our
        common stock.**
 
 There
        is
        no public trading market for our common stock and none is expected to develop
        in
        the foreseeable future unless and until the Company completes a business
        combination with an operating business and such business files a registration
        statement under the Securities Act. Additionally, we have never paid dividends
        on our common stock and do not presently intend to pay any dividends in the
        foreseeable future. We anticipate that any funds available for payment of
        dividends will be re-invested into the Company to further its business strategy.
 
 **Authorization
        of Preferred Stock.**
 
 Our
        Certificate of Incorporation authorizes the issuance of up to 10,000,000
        shares
        of preferred stock with designations, rights and preferences determined from
        time to time by its Board of Directors. Accordingly, our Board of Directors
        is
        empowered, without stockholder approval, to issue preferred stock with dividend,
        liquidation, conversion, voting, or other rights which could adversely affect
        the voting power or other rights of the holders of the common stock. In the
        event of issuance, the preferred stock could be utilized, under certain
        circumstances, as a method of discouraging, delaying or preventing a change
        in
        control of the Company. Although we have no present intention to issue any
        shares of its authorized preferred stock, there can be no assurance that
        the
        Company will not do so in the future.
 
 **Item
        2. Property.**
 
 The
        Company operates from offices which are owned by an affiliated company of
        Kirk
        M. Warshaw, our Chief Financial Officer and Secretary, for no rent, on a
        month-to-month basis. The Company does not own, nor intends to invest in
        any
        real property. The Company currently has no policy with respect to investments
        or interests in real estate, real estate mortgages or securities of, or
        interests in, persons primarily engaged in real estate activities.
  **Item
          3. Legal Proceedings.**
 
 The
          Company is not party to any legal proceedings nor is it aware of any
          investigation, claim or demand made on the Company that may reasonably
          result in
          any legal proceedings.
 
 **Item
          4. Submission of Matters to a Vote of Security Holders.**
 
 None.
  6
  **PART
        II**
 
 **Item
        5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases
        of
        Equity Securities.**
 
 **Common
        Stock**
 
 The
        Company is authorized by its Certificate of Incorporation to issue an aggregate
        of 85,000,000 shares of capital stock, of which 75,000,000 are shares of
        common
        stock, par value $.0001 per share (the "Common Stock"). As of the date hereof,
        2,500,000 shares of Common Stock are issued and outstanding, and there are
        three
        holders of record of the Common Stock.
 
 The
        Common Stock is not listed on a publicly-traded market.
 
 **Preferred
        Stock**
 
 Our
        Certificate of Incorporation authorizes the issuance of up to 10,000,000
        shares
        of preferred stock, par value $.0001 per share (the “Preferred Stock”). The
        Company has not yet issued any of its preferred stock.
  **Dividend
        Policy**
 
 The
        Company has not declared or paid any cash dividends on its common stock and
        does
        not intend to declare or pay any cash dividend in the foreseeable future.
        The
        payment of dividends, if any, is within the discretion of the Board of Directors
        and will depend on the Company’s earnings, if any, its capital requirements and
        financial condition and such other factors as the Board of Directors may
        consider.
 
 **Recent
        Sales of Unregistered Securities**
 
 The
        Registrant issued 2,000,000 shares of Common Stock on February 14, 2005,
        to
        R&R Investments III, LLC, for cash consideration of $.0001 per share for an
        aggregate investment of $200. In February 2005, R&R Investments III, LLC
        made an additional cash capital contribution of $24,800. On October 31, 2005,
        the Registrant issued 400,000 shares of Common Stock to Arnold P. Kling for
        cash
        consideration of $.0001 per share and 100,000 shares of Common Stock to Kirk
        M.
        Warshaw for cash consideration of $.0001 per share, for an aggregate investment
        of $40 and $10, respectively. The Registrant sold these shares of Common
        Stock
        under the exemption from registration provided by Section 4(2) of the Securities
        Act.
  All
        purchasers represented in writing that they acquired the securities for their
        own account. A legend was placed on the stock certificate stating that the
        securities have not been registered under the Securities Act and cannot be
        sold
        or otherwise transferred without an effective registration or an exemption
        therefrom, but may not be sold pursuant to the exemptions provided by Section
        4(1) of the Securities Act or Rule 144 under the Securities Act, in accordance
        with the letter from Richard K. Wulff, Chief
        of
        the Office of Small Business Policy of the Securities and Exchange Commission’s
        Division of Corporation Finance ,
        to Ken
        Worm of NASD Regulation, Inc., dated January 21, 2000.
  7
  **Item
        6. Management’s Discussion and Analysis or Plan of
        Operation.**
  **Plan
        of Operations**
 
 The
        Company has not realized any revenues from operations since inception, and
        its
        plan of operation for the next twelve months shall be to locate suitable
        acquisition or merger candidates. The Company may need additional cash advances
        from stockholders to pay for operating expenses until the Company consummates
        the merger with a privately-held company. Although it is currently anticipated
        that the Company can satisfy its cash requirements with additional cash
        advances, if needed, for at least the next twelve months, the Company can
        provide no assurance that it can continue to satisfy its cash requirements
        for
        such period.
 
 **Results
        of Operations**
 
 The
        Company has not conducted any active operations since inception, except for
        its
        efforts to locate suitable acquisition or merger transactions. No revenue
        has
        been generated by the Company during such period, and it is unlikely the
        Company
        will have any revenues unless it is able to consummate or effect an acquisition
        of, or merger with, an operating company, of which there can be no
        assurance.
 
 The
        operating expenses of approximately $31,000 for the period from February
        14,
        2005 (Date of Inception) to December 31, 2005 resulted primarily from
        accounting/auditing and legal expenses. Because virtually none of these expenses
        were paid during the period ended December 31, 2005, the approximate $25,000
        of
        cash that the Company realized during the period from the sale of stock and
        from
        other capital contributions was largely intact on December 31, 2005. However,
        the Company’s current liabilities of approximately $31,000 exceeded the
        Company’s cash balance of $25,000 by approximately $6,000. As noted, the Company
        expects to meet is cash requirements with additional cash advances from
        stockholders.
 
 The
        Company’s current liability includes a loan from an affiliated company that is
        also a shareholder of the Company in the amount of $15,500. The loan is
        non-interest bearing and payable on demand.
  8
 
 **Item
        7. Financial Statements.**
  
 R&R
        ACQUISITION III, INC.
 (A
        Development Stage Company)
 
 INDEX
        TO
        FINANCIAL STATEMENTS
 
 
 PageREPORT
                  OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
              F-1FINANCIAL
                  STATEMENTSBalance
                  Sheet as of December 31, 2005
              F-2Statement
                    of Operations for the period from February 14, 2005 (Date of
                    Inception) to
                    December 31, 2005
              F-3Statement
                    of Changes in Stockholders’ Deficiency for the period from February 14,
                    2005 (Date of Inception) to December 31, 2005
              F-4Statement
                    of Cash Flows for the period from February 14, 2005 (Date of
                    Inception) to
                    December 31, 2005
              F-5NOTES
                  TO FINANCIAL STATEMENTS
              F-6
                  to F-7
  
 
 REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To
        the
        Board of Directors
 R&R
        ACQUISITION III, INC.
 
 We
        have
        audited the accompanying balance sheet of R&R ACQUISITION III, INC. (a
        development stage company) (the “Company”) as of December 31, 2005 and the
        related statements of operations, changes in stockholders’ deficiency and cash
        flows for the period from February 14, 2005 (Date of Inception) to December
        31,
        2005. These financial statements are the responsibility of the Company’s
        management. Our responsibility is to express an opinion on these financial
        statements based on our audit.
 
 We
        conducted our audit in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. The Company is not required
        to
        have, nor were we engaged to perform, an audit of its internal control over
        financial reporting. Our audit included consideration of internal control
        over
        financial reporting as a basis for designing audit procedures that are
        appropriate in the circumstances, but not for the purpose of expressing an
        opinion on the effectiveness of the Company’s internal control over financial
        reporting. Accordingly, we express no such opinion. An audit also includes
        examining, on a test basis, evidence supporting the amounts and disclosures
        in
        the financial statements, assessing the accounting principles used and
        significant estimates made by management, as well as evaluating the overall
        financial statement presentation. We believe that our audit provides a
        reasonable basis for our opinion.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of R&R ACQUISITION III, INC. (a
        development stage company) as of December 31, 2005, and the results of its
        operations and its cash flows for the period from February 14, 2005 (Date
        of
        Inception) to December 31, 2005 in conformity with accounting principles
        generally accepted in the United States of America.
  
 /s/
        Marcum & Kliegman LLP
 
 New
        York,
        New York
 April
        4,
        2006
  F-1
 
 R&R
        ACQUISITION III, INC.
 (A
        Development Stage Company)
 
 BALANCE
        SHEET
 
 DECEMBER
        31, 2005
  ASSETS
 
 CURRENT
                  ASSETS:Cash
                  and cash equivalents (TOTAL ASSETS)
              
              $
              24,961
  LIABILITIES
        AND STOCKHOLDERS’ DEFICIENCY
 
 CURRENT
                  LIABILITIES:Accrued
                  expenses
              
              $
              15,500Loan
                  payable- related party
              
              
              15,500TOTAL
                  CURRENT LIABILITIES
              
              
              31,000COMMITMENTS
                  AND CONTINGENCIESSTOCKHOLDERS’
                  DEFICIENCY:Preferred
                  stock, $.0001 par value; 10,000,000 shares authorized,
                none
                  issued and outstanding
              
              
              --Common
                  stock, $.0001 par value; 75,000,000 shares authorized,2,500,000
                  shares issued and outstanding
              
              
              250Additional
                  paid-in capital
              
              
              24,800Deficit
                  accumulated during the development stage
              
              
              (31,039
              )Common
                  stock subscribed
              
              
              (
                  50
              )TOTAL
                  STOCKHOLDERS’ DEFICIENCY
              
              
              (
                  6,039
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
              
              $
              24,961
 
 
 The
        accompanying notes are an integral part of these financial
        statements.
  F-2
  R&R
        ACQUISITION III, INC.
 (A
        Development Stage Company)
 
 STATEMENT
        OF OPERATIONS
 For
        the
        Period from February 14, 2005 (Date of Inception) to December 31,
        2005
  Professional
                  fees
              
              $
              18,500Formation
                  and other costs
              
              
              12,539NET
                  LOSS
              
              $
              (31,039
              )Weighted
                  average number of common shares
              
              
              2,095,313Net
                  loss per share:basic
                  and diluted common share
              
              $
              (0.01
              )
 
 
 The
        accompanying notes are an integral part of these financial
        statements.
  F-3
  R&R
        ACQUISITION III, INC.
 (A
        Development Stage Company)
 STATEMENT
        OF CHANGES IN STOCKHOLDERS’ DEFICIENCY
 For
        the
        Period from February 14, 2005 (Date of Inception) to December 31,
        2005
  DeficitAccumulatedAdditional
              
              During
                  the
              
              Common
              
              TotalCommon
                  Stock
              
              Paid
                  - In
              
              Development
              
              Stock
              
              Stockholders’Shares
              
              Amount
              
              Capital
              
              Stage
              
              Subscribed
              
              DeficiencyCommon
                  shares issued
              
              
              2,000,000
              
              $
              200
              
              $
              --
              
              $
              --
              
              $
              --
              
              $
              200(February
                  14, 2005 $0.0001 per share)Contributed
                  capital, February 14, 2005
              
              
              --
              
              
              --
              
              
              24,800
              
              
              --
              
              
              --
              
              $
              24,800Issuance
                  of common stock for subscription
              
              
              500,000
              
              
              50
              
              
              --
              
              
              --
              
              
              (50
              )
              $
              --(October
                  31, 2005 $0.0001 per share)Net
                  loss
              
              
              --
              
              
              --
              
              
              --
              
              
              (31,039
              )
              
              --
              
              $
              (31,039
              )Balance
                  at December 31, 2005
              
              
              2,500,000
              
              $
              250
              
              $
              24,800
              
              $
              (31,039
              )
              $
              (50
              )
              $
              (
                  6,039
              )
 
 
 The
        accompanying notes are an integral part of these financial
        statements.
  F-4
 
 R&R
        ACQUISITION III, INC.
 (A
        Development Stage Company)
 
 STATEMENT
        OF CASH FLOWS
 For
        the
        Period from February 14, 2005 (Date of Inception) to December 31,
        2005
  CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  loss
              
              $
              (31,039
              )Changes
                  in operating assets and liabilities:Increase
                  in accrued expenses
              
              
              15,500NET
                  CASH USED IN OPERATING ACTIVITIES
              
              
              (15,539
              )CASH
                  FLOWS FROM FINANCING ACTIVITIES:Proceeds
                  from sale of common stock
              
              
              200Contributed
                  capital from stockholder
              
              
              24,800Proceeds
                  from related party loan
              
              
              15,500NET
                  CASH PROVIDED BY FINANCING ACTIVITIES
              
              
              40,500NET
                  INCREASE IN CASH AND CASH EQUIVALENTS
              
              
              24,961CASH
                  AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
              
              $
              --CASH
                  AND CASH EQUIVALENTS AT END OF YEAR
              
              $
              24,961
  NON-CASH
                  FINANCING ACTIVITIES:Common
                  stock subscribed
              
              $
              50
 
 
 The
        accompanying notes are an integral part of these financial
        statements.
  F-5
  R&R
        ACQUISITION III, INC.
 (A
        Development Stage Company)
 
 NOTES
        TO
        FINANCIAL STATEMENTS
 
 **NOTE
        1 - Organization, Business and Operations**
 
 R&R
        ACQUISITION III, INC. (the "Company") was incorporated in Delaware with the
        objective to acquire, or merge with, an operating business. As of April 4,
        2006,
        the Company had not yet commenced any operations.
 
 The
        Company, based on proposed business activities, is a "blank check" company.
        The
        Securities and Exchange Commission defines such a company as “a development
        stage company” that has no specific business plan or purpose, or has indicated
        that its business plan is to engage in a merger or acquisition with an
        unidentified company or companies, or other entity or person; and is issued
        ‘penny stock,’ as defined in Rule 3a 51-1 under the Securities Exchange Act of
        1934. Many states have enacted statutes, rules and regulations limiting the
        sale
        of securities of "blank check" companies in their respective jurisdictions.
        Management does not intend to undertake any efforts to cause a market to
        develop
        in its securities, either debt or equity, until the Company concludes a business
        combination.
 
 The
        Company was organized as a vehicle to investigate and, if such investigation
        warrants, acquire a target company or business seeking the perceived advantages
        of being a publicly held corporation and, to a lesser extent, that desires
        to
        employ the Company’s funds in its business. 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 a business rather than
        immediate, short-term earnings. 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 analysis of new
        business opportunities will be undertaken by or under the supervision of
        the
        officers and directors of the Company.
 
 **NOTE
        2 - Summary of Significant Accounting Policies**
 
 **Use
        of Estimates**
 
 The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America requires management to
        make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities and disclosure of contingent assets and liabilities at the date
        of
        the financial statements and reported amounts of revenue and expenses during
        the
        reporting period. Actual results could differ from those estimates.
 
 **Development
        Stage Company**
 
 The
        Company has not generated significant revenues to date; accordingly, the
        Company
        is considered a development stage enterprise as defined in Financial Accounting
        Standards Board No. 7, "Accounting and Reporting for Development Stage
        Companies." The Company is subject to a number of risks similar to those
        of
        other companies in an early stage of development.
 
 **Cash
        and Cash Equivalents**
 
 For
        purposes of the statement of cash flows, the Company considers all short-term
        investments with an original maturity of three months or less to be cash
        equivalents.
 
 **Income
        Taxes**
 
 The
        Company accounts for income taxes using the liability method, which requires
        the
        determination of deferred tax assets and liabilities based on the differences
        between the financial and tax bases of assets and liabilities using enacted
        tax
        rates in effect for the year in which differences are expected to reverse.
        Deferred tax assets are adjusted by a valuation allowance, if, based on the
        weight of available evidence, it is more likely than not that some portion
        or
        all of the deferred tax assets will not be realized.
 
 At
        December 31, 2005, the Company has a net operating loss carry forward of
        approximately $31,000 which will expire in 2025. Based on the fact that the
        Company has not generated revenues since inception, the deferred tax asset
        of
        approximately $12,100 has been offset by a full valuation
        allowance.
 
 The
        effective tax rate differs from the statutory rate of 34% due to the increase
        of
        the valuation allowance for the period from February 14, 2005 (Date of
        inception) to December 31, 2005.
  F-6
  R&R
        ACQUISITION III, INC.
 (A
        Development Stage Company)
 
 NOTES
        TO
        FINANCIAL STATEMENTS - CONTINUED
 
 
 
 **NOTE
        2 - Summary of Significant Accounting Policies - Continued**
 
 **Loss
        Per Share**
 
 Basic
        and
        diluted net loss per share is computed by dividing the net loss by the
        weighted-average number of shares of common stock outstanding during the
        period.
 
 **NOTE
        3 - Loan Payable - Related Party**
 
 The
        Company has a loan payable of $15,500 to an affiliated company that is a
        stockholder of the Company. The loan is non-interest bearing and is payable
        on
        demand. The loan is uncollateralized.
  **NOTE
        4 - Common Stock**
 
 On
        February 14, 2005 the Company sold 2,000,000 shares of its common stock to
        an
        accredited related party investor pursuant to a Private Placement Offering
        for
        consideration of $ 200. The stockholder also contributed an additional amount
        of
        $ 24,800.
 
 On
        October 31, 2005, the Company sold 500,000 shares of its common stock for
        $ 50.
        The common stock was sold to two accredited related party investors pursuant
        to
        a Private Placement Offering at par value.
  **NOTE
        5 - Preferred Stock**
 
 The
        Company is authorized to issue 10,000,000 shares of preferred stock with
        such
        designations, voting and other rights and preferences as may be determined
        from
        time to time by the Board of Directors. As of December 31, 2005, the Company
        has
        not issued or designated any preferred stock.
 
 **NOTE
        6 - New Accounting Standards**
 
 Management
        does not believe that any recently issued, but not yet effective, accounting
        standards, if currently adopted, would have a material effect on the
        accompanying financial statements.
 
 **NOTE
        7 - Commitments and Contingencies**
 
 **Litigation**
 The
        Company may be involved in litigation through the normal course of its business
        purpose. The Company believes that the resolution of these unforeseen matters
        will not have a material adverse effect on the financial position of the
        Company.
  **Office
        Space**
 The
        Company utilizes the office space and equipment of its officer and director
        at
        no cost on a month to month basis. Management estimates such amounts to be
        diminimus.
  F-7
  **Item
        8. Changes in and Disagreements with Accountants on Accounting and Financial
        Disclosure.**
 
 None.
  **Item
        8A. Controls and Procedures.**
 
 The
        Company’s management is responsible for establishing and maintaining a system of
        disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
        under the Exchange Act) that is designed to ensure that information required
        to
        be disclosed by the Company in the reports that the Company files or submits
        under the Exchange Act is recorded, processed, summarized and reported, within
        the time periods specified in the Commission’s rules and forms. Disclosure
        controls and procedures include, without limitation, controls and procedures
        designed to ensure that information required to be disclosed by an issuer
        in the
        reports that it files or submits under the Exchange Act is accumulated and
        communicated to the issuer’s management, including its principal executive
        officer or officers and principal financial officer or officers, or persons
        performing similar functions, as appropriate to allow timely decisions regarding
        required disclosure.
 
 In
        accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was
        completed under the supervision and with the participation of the Company’s
        management, including the Company’s principal executive officer and principal
        financial officer, of the effectiveness of the design and operation of the
        Company’s disclosure controls and procedures as of the end of the period covered
        by this Annual Report. Based on that evaluation, the Company’s Principal
        Executive Officer and Principal Financial Officer concluded that the Company’s
        disclosure controls and procedures are effective, to provide reasonable
        assurance that information required to be disclosed in the Company’s reports
        filed or submitted under the Exchange Act is recorded, processed, summarized,
        and reported within the time periods specified in the Commission’s rules and
        forms. There have been no changes to the Company’s internal controls over
        financial reporting that occurred during our last fiscal quarter of the year
        ended December 31, 2005, that materially affected, or were reasonably likely
        to
        materially affect, our internal controls over financial reporting.
 
 **Item
        8B. Other Information.**
 
 None.
 
 
 **Part
        III**
 
 **Item
        9. Directors and Executive Officers of the Registrant.**
 
 (a)
        Identification of Directors and Executive Officers. The following table sets
        forth certain information regarding the Company’s sole director and executive
        officers for the fiscal year ended December 31, 2005:
 
 Name
              
              Age
              
              Position
              
              TermArnold
                  P. Kling
              
              47
              
              President
                  and Director
              
              November
                  5, 2005 thru PresentKirk
                  Warshaw
              
              48
              
              Secretary
                  and Chief Financial Officer
              
              November
                  5, 2005 thru PresentBenjamin
                  Bowen
              
              45
              
              President,
                  Secretary and Director
              
              May
                  19, 2005 thru November 5, 2005
  9
 
 **Arnold
        P. Kling** ,
        47. Mr.
        Kling has served as a Director and President of the Company since November
        5,
        2005. Mr. Kling is currently a Managing Director of GH Venture Partners,
        LLC, a
        private equity and merchant banking boutique for which he also served as
        a
        Managing Director and General Counsel from 1995 to 1999. From 1999 through
        August 2005, Mr. Kling was the President of Adelphia Holdings, LLC, a
        merchant-banking firm, as well as the managing member of several private
        investment funds. From 1993 to 1995 he was a senior executive and General
        Counsel of Buckeye Communications, Inc., a Nasdaq listed licensing and
        multimedia company. From 1990 through 1993, Mr. Kling was an associate and
        partner in the corporate and financial services department of Tannenbaum,
        Helpern, Syracuse & Hirschtritt LLP, a mid-size New York law firm. Mr. Kling
        received a Bachelor of Science degree from New York University in International
        Business in 1980 and a Juris Doctor degree from Benjamin Cardozo School of
        Law
        in 1983. Mr. Kling currently serves as a Director and President of Twin Lakes,
        Inc., R&R Acquisition II, Inc., R&R Acquisition IV, Inc. and R&R
        Acquisition V, Inc. (each a publicly reporting, non-trading company), Entrust
        Financial Services, Inc. (OTCBB:ENFN), and 24 Holdings, Inc.
        (OTCBB:TFHD).
 
 **Kirk
        M. Warshaw** ,
        48. Mr.
        Warshaw has served as the Chief Financial Officer and Secretary of the Company
        since November 5, 2005. Mr. Warshaw is a financial professional who, since
        1990,
        has provided clients in a multitude of different industries with advice on
        accounting, corporate finance, and general business matters. Prior to starting
        his own consulting firm, from 1983 to 1990, he held the various titles of
        Controller, Chief Financial Officer, President, and Chief Executive Officer
        at
        three separate financial institutions in New Jersey. From 1980 through 1983,
        Mr.
        Warshaw was a Senior Accountant at the public accounting firm of Deloitte,
        Haskins & Sells. Mr. Warshaw is a 1980 graduate of Lehigh University and has
        been a CPA in New Jersey since 1982. Mr. Warshaw is currently the Chief
        Financial Officer of Entrust Financial Services, Inc. (OTCBB:ENFN), the Chief
        Financial Officer and Director of 24 Holdings, Inc. (OTCBB:TFHD), a Director
        of
        Empire Financial Holding Company (AMEX:EFH), Chief Financial Officer of Twin
        Lakes, Inc. (a publicly reporting, non-trading company), Chief Financial
        Office
        and Secretary of R&R Acquisition II, Inc., R&R Acquisition IV, Inc. and
        R&R Acquisition V, Inc. (each a publicly reporting, non-trading company),
        and a Director of two privately owned entities.
 
 **Benjamin
        Bowen** ,
        45. Mr.
        Bowen served as the President, Secretary and sole director of the Company
        from
        inception through November 5, 2005. He currently serves as a Director,
        Investment Banking, at Rodman & Renshaw. He brings industry-based
        experiences and insights to Rodman & Renshaw’s financial services and
        investment banking practice. His previous experience includes a position
        as
        Director, Biological Sciences, at Acumen Sciences, a retained advisory services
        firm focused on the life sciences industries, as well as fourteen years in
        pharmaceutical research and research management at Genentech, CIBA-Geigy,
        and
        Novartis. At Novartis, he led numerous discovery teams of increasing
        responsibility, finally serving as global head of target discovery research
        in
        the metabolic and cardiovascular disease area. Bowen holds a BA from Hamline
        University and a Ph.D. in Organic Chemistry from the Massachusetts Institute
        of
        Technology.
 
 The
        term
        of office of each director expires at the Company's annual meeting of
        stockholders or until their successors are duly elected and qualified. Directors
        are not compensated for serving as such. Officers serve at the discretion
        of the
        Board of Directors.
 
 (b)
        Significant Employees. None.
  (c)
        Family Relationships. None.
  (d)
        Involvement in Certain Legal Proceedings. There have been no events under
        any
        bankruptcy act, no criminal proceedings and no judgments, injunctions, orders
        or
        decrees material to the evaluation of the ability and integrity of any director,
        executive officer, promoter or control person of Registrant during the past
        five
        years.
  10
  (e)
        The
        Board of Directors acts as the Audit Committee and the Board has no separate
        committees. The Company does not have a qualified financial expert at this
        time
        because it has not been able to hire a qualified candidate. Further, the
        Company
        believes that it has inadequate financial resources at this time to hire
        such an
        expert. The Company intends to continue to search for a qualified individual
        for
        hire.
  **COMPLIANCE
        WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934**
  Section 16(a)
        of the Exchange Act requires the Company’s directors and officers, and persons
        who beneficially own more than 10% of a registered class of the Company’s equity
        securities, to file reports of beneficial ownership and changes in beneficial
        ownership of the Company’s securities with the SEC of forms 3, 4 and 5.
        Officers, directors and greater than 10% stockholders are required by SEC
        regulation to furnish the Company with copies of all Section 16(a) forms
        they file.
  Based
        solely on the Company’s review of the copies of the forms received by it during
        the period from February 14, 2005 (Date of Inception) to December 31, 2005
        and written representations that no other reports were required, the Company
        believes that no person who, at any time during such fiscal year, was a
        director, officer or beneficial owner of more than 10% of the Company’s common
        stock failed to comply with all Section 16(a) filing requirements during
        such fiscal year.
  **CODE
        OF ETHICS**
  We
        have
        not adopted a Code of Business Conduct and Ethics that applies to our principal
        executive officer, principal financial officer, principal accounting officer
        or
        controller, or persons performing similar functions in that our officers
        and
        sole director serves in all the above capacities.
 
 **Item
        10. Executive Compensation.**
 
 The
        following table sets forth the cash compensation paid by the Company to its
        President and all other executive officers for services rendered during the
        period from February 14, 2005 (Date of Inception) to December 31, 2005.
 
 Name
                  and Position
              
              Year
              
              Annual
                  CompensationArnold
                  P. Kling, President and Director
              
              2005
              
              NoneKirk
                  Warshaw, Secretary and Chief Financial Officer
              
              2005
              
              NoneBenjamin
                  Bowen, President, Secretary and Director
              
              2005
              
              None
 
 **Director
        Compensation**
 
 We
        do not
        currently pay any cash fees to our directors, nor do we pay directors' expenses
        in attending board meetings.
 
 **Employment
        Agreements**
 
 The
        Company is not a party to any employment agreements.
 11
 **Item
          11. Security Ownership of Certain Beneficial Owners and Management and
          Related
          Stockholder Matters.**
 The
        following tables set forth certain information as of April 7, 2006, regarding
        (i) each person known by the Company to be the beneficial owner of more than
        5%
        of the outstanding shares of Common Stock, (ii) each director, nominee and
        executive officer of the Company and (iii) all officers and directors as
        a
        group.
 
 Name
                  and Address
              
              Amount
                  and Nature of
                Beneficial
                  Ownership
              
              Percentage
                  of
                ClassArnold
                  P. Kling (1)
                712
                  Fifth Avenue, 11thFloor
                New
                  York, New York 10019
              
              
              400,000
              
              
              16
              %Kirk
                  Warshaw (2)
                47
                  School Avenue
                Chatham,
                  New Jersey 07928
              
              
              100,000
              
              
              4
              %R&R
                  Investments III, LLC
                1270
                  Avenue of Americas, 16thFloor
                New
                  York, New York 10020
              
              
              2,000,000
              
              
              80
              %All
                  Directors and Officers as a Group
                (2
                  individuals)
              
              
              500,000
              
              
              20
              %
 ________________________________________
 
 (1)
              Mr.
                  Kling is the President and sole director of the
                  Company.
 (2)
              Mr.
                  Warshaw is the Secretary and Chief Financial Officer of the
                  Company.
  **Item
        12. Certain Relationships and Related Transactions.**
 
 The
        Company utilizes the office space and equipment of its Chief Financial Officer
        and Secretary at no cost. Management estimates such amounts to be
        diminimus.
 
 Except
        as
        otherwise indicated herein, there have been no related party transactions,
        or
        any other transactions or relationships required to be disclosed pursuant
        to
        Item 404 of Regulation S-B.
  **Item
        13. Exhibits and Reports on Form 8-K.**
 
 Index
        to
        Exhibits
 
 Exhibit
              Description*3.1
              Certificate
                  of Incorporation*3.2
              Amendment
                  to Certificate of Incorporation*3.3
              By-laws
  12
 
 31.1
              Certification
                  of the Company’s Principal Executive Officer pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
                  Report on Form 10-KSB for the year ended December 31, 200531.2
              Certification
                  of the Company’s Principal Financial Officer pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
                  Report on Form 10-KSB for the year ended December 31, 200532.1
              Certification
                  of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
                  1350, as adopted pursuant to Section 906 of the Sarbanes Oxley
                  Act of
                  2002.32.2
              Certification
                  of the Company’s 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
                    19, 2006, and
                    incorporated herein by this
                    reference.
 (b)
              Reports
                  on Form 8-KNone.
 
 **Item
        14. Principal Accountant Fees and Services**
 
 During
        the period from February 14, 2005 (Date of Inception) to December 31, 2005,
        we
        retained Marcum & Kliegman LLP to provide services as follows:
  *2005
                  Fees
              
              AmountAudit
                  Fees (1)
              
              $
              6,500Audit-Related
                  Fees (2)
              
              
              -Tax
                  Fees (3)
              
              
              -All
                  Other Fees (4)
              
              
              -
 
 *
        We
        commenced business operations in February 2005; therefore there is no
        information to report for fiscal 2004.
 
 (1)
              Comprised
                  of the audit of our financial statements for the period fromFebruary
                  14, 2005 (Date of Inception) to September 30,
                  2005.
 (2)
              Comprised
                  of services rendered in connection with our capital raising efforts,
                  registration statement and consultations regarding financial accounting
                  and reporting.
 (3)
              Comprised
                  of services for tax compliance, tax return preparation, tax advice
                  and tax
                  planning.
 (4)
              Fees
                  related to other filings with the SEC, including
                  consents.
  13
  **Pre-Approval
        Policy**
 
 We
        do not
        maintain an audit committee. Our Board as a whole pre-approves all services
        provided by Marcum & Kliegman LLP and has concluded that such services are
        compatible with Marcum & Kliegman LLP’s independence as our
        auditors.
  14
  
 **SIGNATURES**
 
 Pursuant
        to the requirements of Section 13 or 15(d) 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.
  **R&R
                  ACQUISITION III, INC.**Date: April
                10, 2006
              By:
              /s/
                Arnold P. KlingArnold P. KlingPresident
  Pursuant
        to the requirements of the Securities Exchange Act of 1934, this Report has
        been
        signed below by the following persons on behalf of Registrant and in the
        capacities and on the dates indicated.
 
 Title
              Date/s/ Kirk Warshaw
              Secretary and
              April 10, 2006Kirk Warshaw
              Chief
                Financial Officer
 
 15