**U.S.
      Securities and Exchange Commission**


**Washington,
      D.C. 20549**









**FORM
      10-QSB**







**[X]           QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF
      1934**


****


**For
      the Quarterly
      Period Ended September 30, 2007**







**[ 
      ]            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF
      1934**




**For
      the Transition Period From ____to _____**









**AXIOM
      III, INC.**


**(Exact
      name of small business issuer as specified in its charter)**







**Nevada**
            **20-1204606****(State
                or other jurisdiction of**
            **(IRS
                Employer identification No.)****incorporation
                or organization)**




**2341
      Boston Road, Wilbraham, MA 01095**


**(Address
      of principal executive offices)**





**(413)
      599-0005**


**(Issuer's
      telephone number)**









Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the 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 [ ]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes [  ] No [X]





Number
      of
      shares of common stock outstanding as of October 23, 2007:
      48,910,000














**INDEX
                TO FORM 10-QSB**Page
                No.**PART
                I**Item
                1.  Financial StatementsBalance Sheet - as of September 30, 2007 (Unaudited)
            3Statements
                of Operations – Three and Nine Months Ended September 30, 2007 and 2006
                (Unaudited)
            4Statements
                of Cash Flows - Nine Months Ended September 30, 2007 and 2006
                (Unaudited)
            5Notes to Financial Statements
                (Unaudited)
            6-7Item
                2.  Management's Discussion and Analysis of Financial Condition And
                Results of Operations
            8-11Item
                3.Quantitative
                and Qualitative
                Disclosures on Market Risk
            12Item
                4.Controls and
                Procedures
            12**PART
                II**Item
                1.Legal Proceedings
            12Item
                2.Changes in
                Securities
            12Item
                3.Defaults Upon
                Senior Securities
            12Item
                4.Submission
                of Matters to a Vote
                of Security Holders
            12Item
                5.Other Information
            12Item
                6.Exhibits
            13





2
 *Table
          of Contenta*




ITEM
      1.




**Axiom
                  III, Inc. and Subsidiaries**CONSOLIDATED
                  BALANCE SHEET--UNAUDITEDAS
                  OF SEPTEMBER 30, 2007**ASSETS**CURRENT
                  ASSETSCash
                  and cash equivalents
              
              $
              2,672Accounts
                  receivable
              
              
              3,468TOTAL
                  CURRENT ASSETS
              
              
              6,140PROPERTY
                  AND EQUIPMENTProperty
                  and Equipment
              
              
              228,400Accumulated
                  Depreciation
              
              
              (35,685
              )NET
                  FIXED ASSETS
              
              
              192,715TOTAL
                  ASSETS
              
              $
              198,855**LIABILITIES
                  AND STOCKHOLDERS' EQUITY**CURRENT
                  LIABILITIESAccounts
                  payable and other current liabilities
              
              $
              7,508Current
                  portion of mortgage payable
              
              
              14,694TOTAL
                  CURRENT LIABILITIES
              
              
              22,202LONG-TERM
                  LIABILITIESMortgage
                  payable
              
              
              94,249TOTAL
                  LIABILITIES
              
              
              116,451Stockholders'
                  EquityCommon
                  stock ($.001 par value, 50,000,000 shares authorized:14,648,333
                  issued and outstanding at September 30, 2007)
              
              
              14,648Additional
                  paid in capital
              
              
              555,144Retained
                  deficit
              
              
              (478,388
              )Receivable
                  from the sale of stock to officer
              
              
              (9,000
              )TOTAL
                  STOCKHOLDERS' EQUITY
              
              
              82,404TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              198,855




3
 *Table
          of Contenta*




**Axiom
                  III, Inc. and Subsidiaries**CONSOLIDATED
                  STATEMENTS OF OPERATIONS--UNAUDITEDFOR
                  THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2007 AND
                  2006For
                  the Three Months
              
              
              For
                  the Nine MonthsEnded
                  September 30,
              
              
              Ended
                  September 30,REVENUES:
              
              2007
              
              
              2006
              
              
              2007
              
              
              2006Rental
                  income
              
              $
              13,287
              
              
              $
              12,092
              
              
              $
              38,344
              
              
              $
              37,294TOTAL
                  REVENUE
              
              $
              13,287
              
              
              $
              12,092
              
              
              $
              38,344
              
              
              $
              37,294EXPENSES:General
                  and administrative
              
              
              44,703
              
              
              
              28,472
              
              
              
              61,635
              
              
              
              30,052Professional
                  fees
              
              
              187
              
              
              
              1,750
              
              
              
              5,015
              
              
              
              7,675Interest
              
              
              2,252
              
              
              
              2,234
              
              
              
              7,661
              
              
              
              6,884Repairs
                  and maintenance
              
              
              428
              
              
              
              1,142
              
              
              
              2,489
              
              
              
              6,086Depreciation
              
              
              2,209
              
              
              
              1,892
              
              
              
              6,627
              
              
              
              5,677Utilities
              
              
              2,257
              
              
              
              1,598
              
              
              
              3,317
              
              
              
              3,197Management
                  fees
              
              
              2,059
              
              
              
              1,003
              
              
              
              3,020
              
              
              
              3,049Taxes
              
              
              838
              
              
              
              789
              
              
              
              838
              
              
              
              2,420TOTAL
                  EXPENSES
              
              
              54,933
              
              
              
              38,880
              
              
              
              90,602
              
              
              
              65,040OPERATING
                  (LOSS)
              
              
              (41,646
              )
              
              
              (26,788
              )
              
              
              (52,258
              )
              
              
              (27,746
              )NET
                  (LOSS)
              
              $
              (41,646
              )
              
              $
              (26,788
              )
              
              $
              (52,258
              )
              
              $
              (27,746
              )Basic
                  income (loss) per share
              
              $
              
              *
              
              $
              
              *
              
              $
              
              *
              
              $
              
              *Fully
                  diluted income (loss) per share
              
              $
              
              *
              
              $
              
              *
              
              $
              
              *
              
              $
              
              *Weighted
                  average shares outstanding
              
              
              14,533,333
              
              
              
              14,160,000
              
              
              
              14,474,167
              
              
              
              14,160,000*
                  =
                  less than $.01 per share.




4
 *Table
          of Contenta*




**Axiom
                  III, Inc. and Subsidiaries**CONSOLIDATED
                  STATEMENTS OF CASH FLOWS--UNAUDITEDFOR
                  THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 20069/30/07
              
              
              9/30/06CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  (loss)
              
              $
              (52,258
              )
              
              $
              (28,202
              )Adjustments
                  to reconcile net (loss) to net cashprovided
                  by operating activitiesDepreciation
              
              
              6,627
              
              
              
              5,677Common
                  stock issued for consulting services rendered
              
              
              53,400
              
              
              
              28,000Increase
                  (decrease) in accounts payable and other accrued
                  liabilities
              
              
              5,958
              
              
              
              1,733(Increase)
                  decrease in accounts receivable
              
              
              (1,664
              )
              
              
              (229
              )NET
                  CASH PROVIDED BY OPERATING ACTIVITIES
              
              
              12,063
              
              
              
              6,979CASH
                  FLOWS FROM FINANCING ACTIVITIES:Principal
                  repayments of mortgage payable
              
              
              (11,019
              )
              
              
              (10,454
              )Loan
                  from shareholder
              
              
              -
              
              
              
              4,124Capital
                  contribution from shareholder
              
              
              1,600
              
              
              
              -NET
                  CASH (USED IN) FINANCING ACTIVITIES
              
              
              (9,419
              )
              
              
              (6,330
              )NET
                  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
              
              
              2,644
              
              
              
              649CASH
                  AND CASH EQUIVALENTS:BEGINNING
                  OF THE PERIOD
              
              
              28
              
              
              
              33END
                  OF THE PERIOD
              
              $
              2,672
              
              
              $
              682SUPPLEMENTAL
                  CASH FLOW DISCLOSURES AND NON-CASHFINANCING  INFORMATION:Cash
                  paid during the period for interest
              
              $
              7,661
              
              
              $
              6,884Cash
                  paid during the period for income taxes
              
              $
              -
              
              
              $
              456




5
 *Table
          of Contenta*




AXIOM
      III, INC.


NOTES
      TO
      FINANCIAL STATEMENTS


SEPTEMBER
      30, 2007 (UNAUDITED)







NOTE
      1 -
      BASIS OF PRESENTATION





The
      financial statements of Axiom III, Inc. (the "Company"), included herein were
      prepared, without audit, pursuant to rules and regulations of the Securities
      and
      Exchange Commission. Because certain information and notes normally included
      in
      financial statements prepared in accordance with accounting principles generally
      accepted in the United States of America were condensed or omitted pursuant
      to
      such rules and regulations, these financial statements should only be read
      in
      conjunction with the financial statements and notes thereto included in our
      audited financial statements as included in our Form 10-KSB for the year ended
      December 31, 2006.





Interim
      Financial Information





The
      unaudited interim financial statements have been prepared in accordance with
      United States generally accepted accounting principles for interim financial
      information. In the opinion of management, all adjustments considered necessary
      for a fair presentation of the financial position, results of operations and cash
      flows as of (at) September 30, 2007, and 2006, have been included. Readers
      of
      these financial statements should note that the interim results for the three
      month period ended September 30, 2007 is not necessarily indicative of the
      results that may be expected for the fiscal year as a whole.





NOTE
      2 -
      SIGNIFICANT ACCOUNTING POLICIES





Background
      - Axiom III, Inc. ("The Company") was organized under laws of the State of
      Nevada in June 2004 as a C-Corporation. We own 100% of the stock in our
      subsidiary Axiom First Corp., organized under the laws of the State of
      Massachusetts in May 2003. Axiom First Corp., in turn, owns 100% of the stock
      in
      its subsidiary, Axiom Second Corp., also organized under the laws of the State
      of Massachusetts in May 2003. The purpose of Axiom Second Corp. is to buy,
      sell,
      rent, and improve any and all aspects of real estate. We currently own one
      building in Chicopee, Massachusetts.





Basis
      of Presentation - The financial statements included herein include the
      amounts of Axiom III, Inc. prepared under the accrual basis of
      accounting.





Management's
      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 disclosures of contingent assets and
      liabilities at the date of financial statements and the reported amounts of
      revenue and expenses during the reporting period. Actual results could differ
      from those estimates.





NOTE
      3 –
NOTES PAYABLE





Notes
      payable consists of a mortgage incurred for the purchase of rental real estate.
      The balance reflected in these financial statements represents sixty-one percent
      (61%) of the total loan payable to a financial institution. The total mortgage
      loan is shared with a related party. Management has determined that Axiom’s
      share of the loan is sixty-one percent (61%). The Company could be held liable
      for the entire balance and would have to pay the entire balance if the related
      party failed to pay its thirty-nine percent portion.





Mortgage
      payable due June 4, 2013, payable in monthly installments of $1,926 (at 61%),
      including principal and interest at a rate of 7% through June 2010, then bearing
      interest of 3 percentage points above the Treasury Index, secured by a
      building.




6
 *Table
          of Contenta*


AXIOM
        III, INC.
 NOTES
        TO
        FINANCIAL STATEMENTS
 SEPTEMBER
        30, 2007 (UNAUDITED)




Note
                  payable, aggregate principal balance as of September 30,
                  2007
              
              $
              178,595X
                  61%108,943Less
                  current portion
              
              
              14,694$
              94,249




The
        aggregate amount of long-term debt maturing during each of the succeeding
        five
        years is as follows:
  61%
                
                
                
                100%2007
                
                $
                14,694
                
                
                $
                24,0882008
                
                
                16,169
                
                
                
                26,5062009
                
                
                17,338
                
                
                
                28,4232010
                
                
                18,591
                
                
                
                30,4772011
                
                
                20,450
                
                
                
                33,525Thereafter
                
                
                21,701
                
                
                
                35,576$
                108,943
                
                
                $
                178,595


NOTE
      4 -
      GOING CONCERN





As
      shown
      in the accompanying financial statements, we have suffered recurring losses
      from
      operation to date. We have a net deficiency of $478,388 as of September 30,
      2007. These factors raise substantial doubt about our ability to continue as
      a
      going concern.





Management's
      plans in regard to this matter are to raise equity capital and seek strategic
      relationships and alliances in order to increase revenues in an effort to
      generate positive cash flow. Additionally, we must continue to rely upon equity
      infusions from investors in order to improve liquidity and sustain operations.
      The financial statements do not include any adjustments that might result from
      the outcome of this uncertainty.




7
 *Table
          of Contenta*





ITEM
      2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION




Axiom
      III, Inc. is hereby providing cautionary statements identifying important
      factors that could cause our actual results to differ materially from those
      projected in forward-looking statements made in this quarterly report on Form
      10-QSB. Any statements that express, or involve discussions as to, expectations,
      beliefs, plans, objectives, assumptions or future events or performance (often,
      but not always, through the use of words or phrases such as "likely will
      result," "are expected to," "will continue," "is anticipated," "estimated,"
      "intends," "plans" and "projection") are not historical facts and may be
      forward-looking statements and involve estimates and uncertainties which could
      cause actual results to differ materially from those expressed in the
      forward-looking statements. Accordingly, any such statements are qualified
      in
      their entirety by reference to, and are accompanied by, the following key
      factors that have a direct bearing on our results of operations: the absence
      of
      contracts with customers or suppliers; our ability to maintain and develop
      relationships with customers and suppliers; our ability to successfully
      integrate acquired businesses or new brands; the impact of competitive products
      and pricing; supply constraints or difficulties; the retention and availability
      of key personnel; and general economic and business conditions.





We
      caution that the factors described herein could cause actual results to differ
      materially from those expressed in any forward-looking statements and that
      the
      investors should not place undue reliance on any such forward-looking
      statements. Further, any forward-looking statement speaks only as of the date
      on
      which such statement is made, and we undertake no obligation to update any
      forward-looking statement to reflect events or circumstances after the date
      on
      which such statement is made or to reflect the occurrence of unanticipated
      events or circumstances. Consequently, no forward-looking statement can be
      guaranteed.





New
      factors emerge from time to time, and it is not possible for us to predict
      all
      such factors. Further, we cannot assess the impact of each such factor on our
      results of operations or the extent to which any factor, or combination of
      factors, may cause actual results to differ materially from those contained
      in
      any forward-looking statements.





Overview




We
      originally incorporated in Massachusetts as Axiom First Corporation on May
      22,
      2003. Duane Bennett’s Northeast Nominee Trust owned 100% of Axiom First. We also
      created a second corporation, Axiom Second Corporation, which was also
      incorporated in Massachusetts on May 22, 2003. Axiom First owned, and continues
      to own, 100% of its subsidiary, Axiom Second Corporation. The next month, on
      June 12, 2003 our director Duane Bennett deeded to Axiom Second Corporation
      the
      property located at 80 Cochran Street in Chicopee, Massachusetts. In June 2004,
      we incorporated Axiom III, Inc., a Nevada corporation. By agreement dated June
      30, 2004, Northeast Nominee Trust entered into a share exchange with Axiom
      III,
      Inc., in which the trust exchanged its 100% ownership in Axiom First for
      2,500,000 shares of Axiom III, Inc., and Axiom III, Inc. assumed 100% ownership
      of Axiom First and its subsidiary.





Since
      our
      incorporation as Axiom First Corporation, we have engaged in the business of
      buying, selling, renovating, and renting real estate, primarily in the area
      around Chicopee, Massachusetts, which is in the western part of the state near
      Springfield. We have never been the subject of any bankruptcy or receivership.
      We have had no material reclassification, merger, consolidation, or purchase
      or
      sale of a significant amount of assets except for the share exchange in June
      of
      2004, by which 100% of our ownership was transferred from our Massachusetts
      corporation, Axiom First Corporation, to our Nevada corporation, Axiom III,
      Inc.




8
 *Table
          of Contenta*





THE
      BUILDING AT 80 EAST COCHRAN STREET





On
      June
      12, 2003, we obtained from Duane Bennett its only asset to date, a 3-story
      apartment building in Chicopee, Massachusetts, which our board of directors
      had
      identified as an acceptable business opportunity. We paid $100 cash and assumed
      Mr. Bennett’s obligations under two mortgages totaling $183,863 (a commercial
      mortgage for $160,084 and a second mortgage for $23,779) in order to obtain
      the
      property. As of September 30, 2007, the mortgages had been paid down to an
      aggregate of $108,943. The building is a three-story apartment building located
      in Chicopee, Massachusetts, near Springfield in the western part of the state.
      It is divided into seven rentable spaces, six of which are currently
      rented.





As
      of
      September 30, 2007, we had six lease agreements in place for the building.
      The
      leases are managed by Lessard Property Management, Inc. on our behalf, and
      the
      monthly amounts due under the leases, in the aggregate, total $3,450 per month.
      We have not reported the individual lease amounts, because they are in the
      names
      of private individuals.





Lessard
      Property Management has a contract with us to manage these leases, and their
      fee
      for doing so is 8% of the collected rent, or $150 per project, whichever is
      greater. This property management agreement was assigned to us by our director,
      Duane Bennett, for no additional consideration, other than as part of the
      process by which he deeded the property to us.





RESULTS
      OF OPERATIONS





**Revenues
      (for the three and nine months ended September 30, 2007 and
      2006).**





Revenues
      increased $1,195 or 10% to $13,287 for the three months ended September 30,
      2007, respectively, as compared with $12,092 for the three months ended June
      30,
      2006, respectively. Revenues increased $1,050 or 3% to $38,344 for the nine
      months ended September 30, 2007, respectively, as compared with $37,294 for
      the
      nine months ended September 30, 2006, respectively. Revenues consisted of
      rentals on residential rental properties. The increase in revenues was
      attributable to more units rented in the current periods versus the prior
      periods.





All
      sales
      transactions were with unrelated parties.





**Cost
      of Sales (for the three and nine months ended September 30, 2007 and
      2006).**





None.





**Expenses
      (for the three and nine months ended September 30, 2007 and
      2006).**





Operating
      expenses for the three months ended September 30, 2007 increased $16,053 or
      41%
      to $54,933. Operating expenses for the nine months ended September 30, 2007
      increased $25,562 or 39% to $90,602. The increase in expenses during this period
      was primarily attributable to increase in general and administrative expenses
      that pertained to 120,000 common shares issued during the six months ended
      September 30, 2007 and an additional 230,000 common shares issued during the
      three months ended September 30, 2007. These shares were issued for services
      rendered and were valued at $.10 and $.18 price per share or $12,000 and
      $41,400, respectively, consistent with pricing from our 2006 Form 10-KSB and
      the
      current stock price and fair value of services received at the time of issuance
      which approximates the stock value, respectively.





We
      expect
      increases in expenses through the year 2007 as we move toward developing our
      business plan and registering our common stock. In addition, we expect cash
      outlays for professional fees to increase to around $40,000 per year for
      compliance with the reporting requirements of the Securities and Exchange
      Commission once our registration is deemed effective.





We
      do not
      have any lease agreements for our principal office and do not currently have
      any
      employment agreements.




9
 *Table
          of Contenta*





**Income
      Taxes (for the three and nine months ended September 30, 2007 and
      2006).**





We
      had no
      provision for income taxes for the three and nine months ended September 30,
      2007 and 2006, respectively, due to our net loss.





If
      we
      incur losses, we may have a deferred tax asset. Deferred tax assets are reduced
      by a valuation allowance when, in the opinion of management, it is more likely
      than not that, some portion or all of the deferred tax asset will not be
      realized. Deferred tax assets and liabilities are adjusted for the effect of
      changes in tax laws and rates on the date of enactment. We do not currently
      have
      any net deferred tax assets.




**Income/
      Losses (for the three and nine months ended September 30, 2007 and
      2006).**





We
      had a
      net loss of $41,646, or less than $.01 per common share for the three-month
      period ended September 30, 2007. This compares to a net loss of $26,788, or
      less
      than $.01 per common share for the same period ended September 30, 2006. We
      had
      a net loss of $52,258, or less than $.01 per common share for the nine-month
      period ended September 30, 2007. This compares to a net loss of $27,746, or
      less
      than $.01 per common share for the same period ended September 30, 2006. The
      increases in net losses are attributable to the increase in general and
      administrative expenses as mentioned above.





**Impact
      of Inflation.**





We
      believe that inflation has had a negligible effect on operations since
      inception. We believe that we can offset inflationary increases in the cost
      of
      operations by increasing sales and improving operating
      efficiencies.





**Liquidity
      and Capital Resources (for the nine months ended September 30, 2007 and
      2006).**





Cash
      flows provided by operations were $12,063 and $6,979 for the nine months ended
      September 30, 2007 and 2006, respectively. These were mainly attributable to
      an
      increase in accounts payable and non-cash depreciation charges in both periods.
      We also paid 120,000 and 230,000 common shares to four and five consultants
      who
      we valued at $.10 and $.18 price per share or $12,000 and $41,400 as a non-cash
      expenditure which is added back to our net loss to arrive at operating cash
      used, respectively.





Cash
      flows used in financing activities were $9,419 and $6,330 for the nine months
      ended September 30, 2007 and 2006, respectively. Cash flows used in these
      periods were due primarily to repayments on notes payable on our income
      producing rental property offset by the capital contributions in the current
      period and loan in the prior period from a shareholder.





Overall,
      we have funded our cash needs from inception through September 30, 2007 with
      a
      series of equity and debt transactions, including those with related parties
      as
      described above. If we are unable to receive additional cash from our related
      parties, we may need to rely on financing from outside sources through debt
      or
      equity transactions. Our related parties are under no legal obligation to
      provide us with capital infusions. Failure to obtain such financing could have
      a
      material adverse effect on our operations and financial condition. This could
      include an inability to do sufficient advertising for the homes that we sell,
      which would make us less competitive in the marketplace. We could also find
      it
      more difficult to enter into strategic joint venture relationships with third
      parties. Finally, it would most likely delay the implementation of our business
      plan. An alternative plan of operation in the event of a failure to obtain
      financing would be to continue operations as currently configured, with the
      result being little, if any, projected growth. Another alternative would be
      to
      enter into a joint venture with another company that has working capital
      available, albeit on less favorable terms than had we obtained financing, for
      the development of our business plan.




10
 *Table
          of Contenta*





We
      had
      cash on hand of only $2,672 and a working capital deficit of $16,062 as of
      September 30, 2007. Our current amount of cash in the bank is insufficient
      to
      fund our operations for the next twelve months. We will rely on the existence
      of
      revenue from our business, if any, and funding from outside sources; however,
      we
      have no current or projected capital reserves that will sustain our business
      for
      the next 12 months. Also, if the projected revenues fall short of needed capital
      we will not be able to sustain our capital needs for the next twelve months.
      We
      will then need to obtain additional capital through equity or debt financing
      to
      sustain operations for an additional year. A lack of significant revenues during
      the remainder of 2007 will significantly affect our cash position and make
      it
      necessary to raise additional funds through equity or debt financing. Our
      current level of operations would require capital of approximately $10,000
      to
      sustain operations through year 2007 and approximately $35,000 per year
      thereafter. Modifications to our business plans or additional property
      acquisitions may require additional capital for us to operate. There can be
      no
      assurance that additional capital will be available to us when needed or
      available on terms favorable to us. Our approximate offering expenses of $30,000
      in connection with this offering have already been paid.





On
      a
      long-term basis, liquidity depends on continuation and expansion of operations,
      receipt of revenues, and additional infusions of capital and debt financing.
      We
      are considering launching a local advertising campaign. Our current capital
      and
      revenues are insufficient to fund such marketing. If we choose to launch such
      a
      campaign, we will require substantially more capital. If necessary, we will
      raise this capital through an additional stock offering. However, there can
      be
      no assurance that we will be able to obtain additional equity or debt financing
      in the future, if at all. If we are unable to raise additional capital, our
      growth potential will be adversely affected and we will have to significantly
      modify our plans. For example, if we unable to raise sufficient capital to
      develop our business plan, we may need to:




**Going
      concern**




As
      shown in
      the accompanying financial statements, we have suffered recurring losses from
      operation to date. We have a net deficiency of $478,388 as of September 30,
      2007. These factors raise substantial doubt about our ability to continue as
      a
      going concern.




Management's
      plans in regard to this matter are to raise equity capital and seek strategic
      relationships and alliances in order to increase revenues in an effort to
      generate positive cash flow. Additionally, we must continue to rely upon equity
      infusions from investors in order to improve liquidity and sustain operations.
      The financial statements do not include any adjustments that might result from
      the outcome of this uncertainty.




11
 *Table
          of Contenta*





ITEM
      3.QUANTITATIVE AND
      QUALITATIVE
      DISCLOSURES ABOUT MARKETRISK





We
      do not have any material risk with
      respect to changes in foreign currency exchange rates, commodities prices or
      interest rates. We do not believe that we have any other relevant market risk
      with respect to the categories intended to be discussed in this item of this
      report.





ITEM
      4.  CONTROLS AND PROCEDURES




We
      maintain disclosure controls and procedures designed to ensure that information
      required to be disclosed in reports filed under the Securities Exchange Act
      of
      1934 (“Exchange Act”) is recorded, processed, summarized and reported within the
      specified time periods. Our Chief Executive Officer and its Chief Financial
      Officer (collectively, the “Certifying Officers”) are responsible for
      maintaining our disclosure controls and procedures. The controls and procedures
      established by us are designed to provide reasonable assurance that information
      required to be disclosed by the issuer in the reports that it 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.




As
      of the
      end of the period covered by this report, the Certifying Officers evaluated
      the
      effectiveness of our disclosure controls and procedures. Based on the
      evaluation, the Certifying Officers concluded that our disclosure controls
      and
      procedures were effective to provide reasonable assurance that information
      required to be disclosed by us in the reports that we file or submit under
      the
      Exchange Act is recorded, processed, summarized and reported, within the time
      periods specified in the applicable rules and forms, and that it is accumulated
      and communicated to our management, including the Certifying Officers, as
      appropriate to allow timely decisions regarding required
      disclosure.





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




12
 *Table
          of Contenta*





As
      of
      October 10, 2007 we entered into a Share Exchange Agreement (“Agreement”),
      between and among us, Eastern
      Concept Development Ltd., (“Eastern”) a corporation organized and
      existing under the laws of Hong Kong a Special Administrative Region of the
      Peoples’ Republic of China, Mr. Benny Lee, the shareholder of Eastern (“Eastern
      Shareholder”), Foshan Wanzhi Electronic Technology Co., Ltd. (“Foshan”), a
      corporation organized under the laws of the Peoples’ Republic of China, Jun Chen
      the representative of the shareholders of Foshan (“Foshan Shareholders”) and
      Duane Bennett, our Chief Executive Officer and Director ("Mr.
      Bennett").





Pursuant
      to the Agreement, we will acquire one hundred percent (100%) of all of the
      issued and outstanding share capital of Eastern from the Eastern Shareholder
      in
      exchange for 35,351,667 shares of our common stock in a transaction intended
      to
      qualify as a tax-free exchange pursuant to sections 351 and 368(a)(1)(B) of
      the
      Internal Revenue Code of 1986, as amended.





In
      furtherance of the Agreement, the respective Boards of Directors of the
      Registrant and Eastern, have approved the exchange, upon the terms and subject
      to the conditions set forth in the Agreement pursuant to which one hundred
      percent (100%) of the share capital of Eastern (the "Eastern Concept Share
      Capital”) issued and outstanding prior to the exchange, will be exchanged by the
      Eastern Shareholder or their designee in the aggregate for 35,351,667 shares
      of
      our common stock, $.001 par value, (the "AXIO Common Stock").





Subsequent
      to the share exchange, Eastern or a subsidiary of Eastern will acquire from
      the
      Foshan Shareholders, all of the share capital of Foshan for approximately $1.3
      million, and Foshan shall become our indirect wholly owned
      subsidiary.





The
      closing contemplated in the Agreement (the “Closing”) shall be held at a
      mutually agreed upon time and place on or before October 18, 2007, or on another
      date to be agreed to in writing by the parties (the "Closing
      Date”).





At
      Closing, our Board of Directors shall appoint such director nominees as may
      be
      designated by the Eastern Shareholder to fill vacancies on the Board of
      Directors of the Company, and, thereafter, our current directors shall resign.
      In addition, at closing, all of our officers shall tender their resignations
      to
      the Board of Directors, and our new officers shall be appointed by the newly
      appointed Board of Directors. All such director and officer resignations shall
      be in compliance with the Securities Exchange Act of 1934, as amended, and
      pursuant to a previously filed Information Statement on Schedule 14F-1 filed
      by
      the Company.





The
      Eastern Shareholder shall also pay an amount equal to $262,500 as additional
      consideration to North East Nominee Trust. The North East Nominee Trust is
      our
      majority shareholder, and Mr. Bennett is the trustee. His children are
      beneficiaries of the North East Nominee Trust.





It
      is
      important to note that Mr. Bennett had no pre-existing material relationship
      of
      any kind with Eastern,
      Foshan or the Eastern
      Shareholder or Foshan Shareholders prior to the Agreement described
      herein.




We
      have
      agreed to use our best efforts to insure the conditions under the Agreement
      will
      be satisfied as promptly as practicable so that the Closing conditions under
      Agreement will occur and a change of control will happen as soon as
      possible.





Pursuant
      to the minutes of our Board meeting held on October 9, 2007, our Board of
      Directors accepted the resignation of Mr. Lawrence Nault, our President, and
      Mr.
      Karl Kapinos as our Secretary. The Board appointed Mr. Duane Bennett as our
      Chief Executive Officer, effective as of October 9, 2007. Mr. Bennett is also
      our sole director. Pursuant
      to another minutes of our Board meeting held on October 18, 2007, Mr Duane
      Bennett resigned as our Chief Executive Officer and appointed Mr. Benny Lee
      to
      replace him, effective as of October 18, 2007.





Item
      6.      Exhibits and Reports on Form8-K





31.1
      CEO
      Certification Pursuant to Section 302


31.2
      CFO Certification Pursuant to
      Section 302(included in
      Exhibit 31.1)


32.1
      CEO Certification Pursuant to Section 906


32.2
      CFO Certification Pursuant to
      Section 906(included in
      Exhibit 32.1)





13
 *Table
          of Contenta*




**SIGNATURES**





Pursuant
      to the requirements 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.




AXIOM
                III, INC.
              (Registrant)Date:
                October 29, 2007
            By:
            /s/
              Benny
              LeeBenny
                  Lee
              President,
                Chief Executive Officer,
              Chief
                Financial Officer, Controller








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