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


**Washington,
      D.C. 20549**










**FORM
      10-QSB/A**




Amendment
      No. 1










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


****


For
      the
      Quarterly Period Ended September 30, 2006







**[ 
      ]**  **TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES**  **EXCHANGE
      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 September 30, 2006:
      14,300,000














**INDEX
                TO FORM 10-****QSB**Page
                No.**PART
                I**Item
                1.Financial
                StatementsBalance
                Sheet - as of September 30, 2006 (Unaudited)
            3Statements
                of Operations - Three Months and Nine Months Ended
                September 30, 2006 and 2005 (Unaudited)
            4Statements
                of Cash Flows - Nine Months EndedSeptember
                30,
                2006 and 2005 (Unaudited)
            5Notes
                to Financial Statements (Unaudited)
            5-6Item
                2.Management's
                Discussion and Analysis of Financial Condition And
                Results of Operations
            8-12Item
                3.Quantitative
                and Qualitative Disclosures on Market
                Risk
            12Item
                4.Controls
                and Procedures
            12**PART
                II**Item
                1.Legal
                Proceedings
            13Item
                2.Changes
                in Securities
            13Item
                3.Defaults
                Upon Senior Securities
            13Item
                4.Submission
                of Matters to a Vote of Security
                Holders
            13Item
                5.Other
                Information
            13Item
                6.Exhibits
            13





2
 *Index*




ITEM
      1.


AXIOM
                  III,INC.BALANCE
                  SHEET(UNAUDITED)Septmeber
                  30, 2006ASSETSCurrent
                  Assets:Cash
                  and cash equivalents
              
              $
              682Accounts
                  receivable, net
              
              
              3,713Total
                  Current Assets
              
              
              4,395Apartment
                  Building(net of accumulated depreciation of $25,897)
              
              
              202,503$
              206,898LIABILITIES
                  AND STOCKHOLDERS' EQUITYCurrent
                  Liabilities:Accounts
                  payable
              
              $
              2,097Current
                  portion of long-term debt
              
              
              14,818Security
                  deposits
              
              
              2,882Total
                  Current Liabilities
              
              
              19,797Mortgage
                  Payable Long-Term
              
              
              110,454Due
                  to Shareholder
              
              
              4,123Stockholders'
                  Equity:Common
                  stock ($0.001 par value, 50,000,000 shares authorized:14,300,000
                  issued and outstanding at September 30, 2006)
              
              
              14,300Paid
                  in capital
              
              
              492,968Receivable
                  from sale of stock to officer
              
              
              (9,000
              )Accumulated
                  deficit
              
              
              (425,744
              )Total
                  Stockholders' Equity
              
              
              72,524$
              206,898See
                  Notes to Financial Statements




3
 *Index*


AXIOM
                  III,INC.STATEMENT
                  OF OPERATIONS(UNAUDITED)For
                  the Nine Months
              
              For
                  the Three MonthsEnded
                  September 30,
              
              Ended
                  September 30,2006
              
              2005
              
              2006
              
              2005Revenues:Rental
                  income
              
              
              
              
              $
              37,294
              
              $
              24,684
              
              $
              12,092
              
              $
              6,792Operating
                  Expenses:General
                  and administrative
              
              
              
              
              
              30,052
              
              
              2,239
              
              
              28,472
              
              
              1,562Professional
                  fees
              
              
              
              
              
              7,675
              
              
              4,320
              
              
              1,750
              
              
              425Interest
              
              
              
              
              
              6,884
              
              
              9,517
              
              
              2,234
              
              
              3,569Repairs
                  and maintenance
              
              
              
              
              
              6,086
              
              
              2,074
              
              
              1,142
              
              
              480Depreciation
              
              
              
              
              
              5,677
              
              
              5,677
              
              
              1,892
              
              
              1,892Utilities
              
              
              
              
              
              3,197
              
              
              1,790
              
              
              1,598
              
              
              573Management
              
              
              
              
              
              3,049
              
              
              2,340
              
              
              1,003
              
              
              680Taxes
              
              
              
              
              
              2,420
              
              
              2,015
              
              
              789
              
              
              904Total
                  Operating Expenses
              
              
              
              
              
              65,040
              
              
              29,972
              
              
              38,880
              
              
              10,085Loss
                  from Operations BeforeProvision
                  for Income Tax
              
              
              
              
              
              (27,746
              )
              
              (5,288
              )
              
              (26,788
              )
              
              (3,293
              )Provision
                  for Income Tax
              
              
              
              
              
              456
              
              
              456
              
              
              -
              
              
              -Net
                  Loss
              
              
              
              
              $
              (28,202
              )
              $
              (5,744
              )
              $
              (26,788
              )
              $
              (3,293
              )Basic
                  and Fully Diluted Earnings Per Share
              
              
              
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              0Weighted
                  Average Shares Outstanding
              
              
              
              
              
              14,160,000
              
              
              14,020,000
              
              
              14,160,000
              
              
              14,020,000See
                  Notes to Financial
                  Statements.




4
 *Index*


AXIOM
                  III,INC.STATEMENT
                  OF CASH FLOWS(UNAUDITED)For
                  the Nine MonthsEnded
                  September 30,2006
              
              2005Operating
                  Activities:Net
                  loss
              
              
              
              
              $
              (28,202
              )
              $
              (5,744
              )Adjustments
                  to reconcile net loss tonet
                  cash provided by operating activities:Depreciation
              
              
              
              
              
              5,677
              
              
              5,677Stock
                  issued for services
              
              
              
              
              
              28,000Changes
                  in operating assets and liabilities:(Increase)/Decrease
                  in accounts receivable
              
              
              
              
              
              (229
              )
              
              57Increase
                  in accounts payable andaccrued
                  expenses
              
              
              
              
              
              1,733
              
              
              1,600Net
                  cash provided by operating activities
              
              
              
              
              
              6,979
              
              
              1,590Financing
                  Activities:Repayment
                  of notes payable
              
              
              
              
              
              (10,454
              )
              
              (31,462
              )Loan
                  from shareholder
              
              
              
              
              
              4,124
              
              
              29,908Repayment
                  of loan from shareholder
              
              
              
              
              
              -
              
              
              (1,650
              )Net
                  cash used in financing activities
              
              
              
              
              
              (6,330
              )
              
              (3,204
              )Net
                  Increase (Decrease) in cash
              
              
              
              
              
              649
              
              
              (1,614
              )Cash
                  at beginning of period
              
              
              
              
              
              33
              
              
              1,022Cash
                  at end of period
              
              
              
              
              $
              682
              
              $
              (592
              )Supplemental
                  Disclosures of Cash Flow Information:Cash
                  paid during period for:Interest
              
              
              
              
              $
              6,884
              
              $
              9,517Income
                  taxes
              
              
              
              
              $
              456
              
              $
              456See
                  Notes to Financial
                  Statements.




5
 *Index*




AXIOM
      III, INC.


NOTES
      TO
      FINANCIAL STATEMENTS


SEPTEMBER
      30, 2006


(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 the
      audited financial statements of the Company as included in the Company's 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 at September 30, 2006, and 2005, have been included. Readers of these
      financial statements should note that the interim results for the three and
      nine
      month periods ended September 30, 2006 are 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. The Company owns 100% of the stock in its
      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. The Company currently
      owns
      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.




6
 *Index*


AXIOM
        III, INC.
 NOTES
        TO
        FINANCIAL STATEMENTS
 SEPTEMBER
        30, 2006
 (UNAUDITED)


Mortgage
      payable due July 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.




Note
      Payable, aggregate balance as of September 30,
      2006 $
      205,364


X
      61%


125,272


Less
      current
      portion  14,818


$ 110,454








The
      aggregate amount of long-term debt maturing during each of the succeeding five
      years is as follows:




61% 100%




2006 $  3,608 $  5,915


2007 15,079 24,719


2008 16,169  26,506


2009 17,338 28,423


2010 18,591 30,477


Thereafter 54,487 89,324


$ 125,272    $  205,364








NOTE
      4 -
      GOING CONCERN





As
      shown
      in the accompanying financial statements, the company has suffered recurring
      losses from operation to date. The Company has a net deficiency of $425,744
      as
      of September 30, 2006. These factors raise substantial doubt about the Company's
      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, the Company 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.





NOTE
      5 -
      EQUITY





During
      the third quarter of 2006, the Company issued a total of 280,000 shares to
      several consultants for services rendered. These shares were valued at $.10
      per
      share, yielding an aggregate value of $28,000. These expenses were included
      in
      the accompanying statement of operations.




7
 *Index*




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




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; changes in the retail and motorcycle industries; 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
 *Index*





THE
      BUILDING AT 80 EAST COCHRAN STREET





On
      June
      12, 2003, the Company obtained from Duane Bennett its only asset to date, a
      3-story apartment building in Chicopee, Massachusetts, which the board of
      directors had identified as an acceptable business opportunity. The Company
      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, 2006, the mortgages had
      been paid down to an aggregate of $110,454. 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, 2006, 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.








Selected
                financial dataNine
                months ended
              September
                302006
            
            2005Net
                rental income
            
            $
            37,294
            
            $
            24,684Net
                (Loss)
            
            
            (28,202
            )
            
            (5,744
            )Net
                Income (Loss) per Common Share
            
            
            **
            
            
            **Weighted
                Average Common Shares Outstanding
            
            
            14,160,000
            
            
            14,020,000As
                of September 30,2006
            
            
            2005Total
                Assets
            
            $
            206,898
            
            $
            215,580Working
                Capital (Deficiency)
            
            
            (15,402
            )
            
            2,984Shareholders’
                Equity
            
            
            72,524
            
            
            76,348No
                dividends have been declared or paid for any of the periods
                presented.





**
      less
      than $.01




9
 *Index*





RESULTS
      OF OPERATIONS





**Revenues
      (for the three months and nine months ended September 30, 2006 and
      2005).**





Revenues
      increased $5,300 or 78% to $12,092, and $12,610 or 51% to $37,294 for the three
      months and nine months ended September 30, 2006, respectively, as compared
      with
      $6,792 and $24,684 for the three months and nine months ended September 30,
      2005, respectively. Revenues
      consisted of rentals on residential rental properties.





All
      sales
      transactions were with unrelated parties.





**Cost
      of Sales (for the three months and nine months ended September 30, 2006 and
      2005).**





None.





**Expenses
      (for the three months and nine months ended September 30, 2006 and
      2005).**





Operating
      expenses for the three months ended September 30, 2006 increased $28,795 to
      $38,880. The increase in expenses during this period was primarily attributable
      to $28,000 in common stock issued for services during the third quarter of
      2006.
      We issued a total of 280,000 shares to several consultants for services
      rendered. The shares were valued at $.10 per share, yielding an aggregate value
      of $28,000. These expenses were included in the accompanying statement of
      operations. For the nine months ended September 30, 2006, operating expenses
      increased $35,068 to $65,040 due primarily to the same reason foresaid, plus
      the
      increase in professional fees by $3,355 and the increases in repairs and
      maintenance fees by $4,012 in 2006.





We
      expect
      increases in expenses through the year 2006 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.





**Income
      Taxes (for the three months and nine months ended September 30, 2006 and
      2005).**





We
      had
      provision for income tax of $456 for nine months ended September 30, 2006 and
      2005, respectively. We did not have any federal or state income tax expense
      for
      three months ended September 30, 2006 and 2005.





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.




10
 *Index*




**Income/
      Losses (for the three months and nine months ended September 30, 2006 and
      2005).**





We
      had
      net loss of $26,788, or less than $.01 per common share, and $28,202, or less
      than $.01 per common share, for the three-month and nine-month periods ended
      September 30, 2006, respectively. This compares to net losses of $3,293, or
      less
      than $.01 per common share, and $5,744, or $.01 per common share, for the same
      periods ended September 30, 2005. We attributed the increase in net loss
      primarily to the issuance of total 280,000 shares to several consultants for
      services rendered. The shares were valued at $.10 per share, yielding an
      aggregate value of $28,000.





**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, 2006 and
      2005).**





Cash
      flows provided by operations were $6,979 and $1,590 for the nine months ended
      September 30, 2006 and 2005, respectively. Cash flow was primarily attributable
      to the issuance of total 280,000 shares to several consultants for services
      rendered. The shares were valued at $.10 per share, yielding an aggregate value
      of $28,000, and non-cash charges for depreciation, partially offset by net
      loss.





Cash
      flows used in financing activities were $6,330 and $3,204 for the nine months
      ended September 30, 2006 and 2005, respectively. Cash flows used in these
      periods were due primarily to repayments on notes payable on our income
      producing rental property offset by the loans from shareholders.





Overall,
      we have funded our cash needs from inception through September 30, 2006 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.





We
      had
      cash on hand of only $682 and a working capital deficit of $15,402 as of
      September 30, 2005. 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 2006 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 2006 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.




11
 *Index*





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:





-
      Seek
      projects of lesser value or that may be less profitable


-
      Seek
      smaller projects, which are less capital intensive, in lieu of larger projects;
      or


-
      Seek
      projects that are outside our geographical area to generate some revenue for
      us.




Demand
      for our rental services will be dependent on, among other things, market
      acceptance of our services, the real estate market in general and general
      economic conditions, which are cyclical in nature. Inasmuch as a major portion
      of our activities is the receipt of rents from residential properties, our
      business operations may be adversely affected by our competitors and prolonged
      recession periods.





Our
      success will depend upon implementing our plan of operations and the risks
      associated with our business plans. We operate a small real estate rental
      business in the Springfield, Massachusetts area. We plan to strengthen our
      position in this market. We also plan to expand our operations in the
      Springfield area, as well as identify possible investment properties in China
      through our strategic alliance with China World Trade.





**Going
      concern**





As
      shown
      in the accompanying financial statements, the company has suffered recurring
      losses from operation to date. The Company has a net deficiency of $425,744
      as
      of September 30, 2006. These factors raise substantial doubt about the Company's
      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, the Company 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.




ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MAR KETRISK




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 PROCEDU RES




The
      Company
      maintains 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. The Company’s Chief Executive Officer and its Chief
      Financial Officer (collectively, the “Certifying Officers”) are responsible for
      maintaining disclosure controls and procedures for the Company. The controls
      and
      procedures established by the Company 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 the Company’s disclosure controls and procedures. Based on the
      evaluation, the Certifying Officers concluded that the Company’s 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.




12
 *Index*





PART
      II. OTHER INFORMATION





Item
      1.      Legal Procee dings


None.





Item
      2.      Changes in Secu rities


None.





Item
      3.      Defaults Upon Senior Sec urities


None.





Item
      4.      Submission of Matters to a Vote of Security
      H olders


None.





Item
      5.      Other Infor mation


None.





Item
      6.      Exhibits and Reports on Form 8-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
 *Index*




**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:
                November 9, 2006
            By:
            /s/
                Lawrence M. NaultLawrence
                M. Nault
              President,
                Chief Executive Officer,
              Chief
                Financial Officer, Comptroller








14