**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 June 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 [ 
]









Number
      of
      shares of common stock outstanding as of June 30, 2006: 14,020,000

















**INDEX
                TO FORM 10-****QSB**Page
                No.**PART
                I**Item
                1.Financial
                StatementsBalance
                Sheet - as of June 30, 2006 (Unaudited)
            3Statements
                of Operations - Three Months and Six Months Ended
                June 30, 2006 and 2005 (Unaudited)
            4Statements
                of Cash Flows - Six Months EndedJune
                30,
                2006 and 2005 (Unaudited)
            5Notes
                to Financial Statements (Unaudited)
            6-7Item
                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
            14Item
                2.Changes
                in Securities
            14Item
                3.Defaults
                Upon Senior Securities
            14Item
                4.Submission
                of Matters to a Vote of Security
                Holders
            14Item
                5.Other
                Information
            14Item
                6.Exhibits
            14








2
 *Index*




ITEM
      1.




AXIOM
                  III, INC.BALANCE
                  SHEET(UNAUDITED)June
                  30, 2006ASSETSCurrent
                  Assets:Cash
                  and cash equivalents
              
              $
              12Accounts
                  receivable, net
              
              
              4,161Total
                  Current Assets
              
              
              4,173Apartment
                  Building(net of accumulated depreciation of $24,004)
              
              
              204,396$
              208,569LIABILITIES
                  AND STOCKHOLDERS' EQUITYCurrent
                  Liabilities:Accounts
                  payable
              
              $
              3,582Current
                  portion of long-term debt
              
              
              14,562Security
                  deposits
              
              
              2,882Total
                  Current Liabilities
              
              
              21,026Mortgage
                  Payable Long-Term
              
              
              114,256Due
                  to Shareholder
              
              
              1,976Stockholders'
                  Equity:Common
                  stock ($0.001 par value, 50,000,000 shares authorized:14,020,000
                  issued and outstanding at June 30, 2006)
              
              
              14,020Paid
                  in capital
              
              
              465248Receivable
                  from sale of stock to officer
              
              
              (9,000
              )Accumulated
                  deficit
              
              
              (398,957
              )Total
                  Stockholders' Equity
              
              
              71,311$
              208,569See
                  Notes to Financial Statements




3
 *Index*


AXIOM
                  III, INC.STATEMENT
                  OF OPERATIONS(UNAUDITED)For
                  the Six Months
              
              For
                  the Three MonthsEnded
                  June 30,
              
              Ended
                  June 30,2006
              
              2005
              
              2006
              
              2005Revenues:Rental
                  income
              
              $
              25,202
              
              $
              17,892
              
              $
              12,827
              
              $
              9,256Operating
                  Expenses:Professional
                  fees
              
              
              5,925
              
              
              3,896
              
              
              5,425
              
              
              3,471Repairs
                  and maintenance
              
              
              4,944
              
              
              1,594
              
              
              1,747
              
              
              -Interest
              
              
              4,650
              
              
              5,948
              
              
              2,295
              
              
              2,906Depreciation
              
              
              3,785
              
              
              3,785
              
              
              1,893
              
              
              1,892Management
              
              
              2,046
              
              
              1,660
              
              
              994
              
              
              755Taxes
              
              
              1,631
              
              
              1,111
              
              
              787
              
              
              493Utilities
              
              
              1,599
              
              
              1,217
              
              
              692
              
              
              448General
                  and administrative
              
              
              1,581
              
              
              677
              
              
              1,275
              
              
              113Total
                  Operating Expenses
              
              
              26,161
              
              
              19,887
              
              
              15,108
              
              
              10,078Loss
                  from Operations BeforeProvision
                  for Income Tax
              
              
              (959
              )
              
              (1,995
              )
              
              (2,281
              )
              
              (822
              )Provision
                  for Income Tax
              
              
              456
              
              
              456
              
              
              -
              
              
              -Net
                  Loss
              
              $
              (1,415
              )
              $
              (2,451
              )
              $
              (2,281
              )
              $
              (822
              )Basic
                  and Fully Diluted Earnings Per Share
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              0Weighted
                  Average Shares Outstanding
              
              
              14,020,000
              
              
              14,020,000
              
              
              14,020,000
              
              
              14,020,000See
                  Notes to Financial
                  Statements.




4
 *Index*


AXIOM
                  III, INC.STATEMENT
                  OF CASH FLOWS(UNAUDITED)For
                  the Six MonthsEnded
                  June 30,2006
              
              2005Operating
                  Activities:Net
                  loss
              
              $
              (1,415
              )
              $
              (2,451
              )Adjustments
                  to reconcile net loss tonet
                  cash provided by operating activities:Depreciation
              
              
              3,785
              
              
              3,785Changes
                  in operating assets and liabilities:(Increase)/Decrease
                  in accounts receivable
              
              
              (677
              )
              
              2,774Increase
                  in accounts payable andaccrued
                  expenses
              
              
              3,218
              
              
              253Net
                  cash provided by operating activities
              
              
              4,911
              
              
              4,361Financing
                  Activities:Repayment
                  of notes payable
              
              
              (6,908
              )
              
              (29,252
              )Loan
                  from shareholder
              
              
              1,976
              
              
              25,871Repayment
                  of loan from shareholder
              
              
              -
              
              
              (1,650
              )Net
                  cash used in financing activities
              
              
              (4,932
              )
              
              (5,031
              )Net
                  Decrease in cash
              
              
              (21
              )
              
              (670
              )Cash
                  at beginning of period
              
              
              33
              
              
              1,022Cash
                  at end of period
              
              $
              12
              
              $
              352Supplemental
                  Disclosures of Cash Flow Information:Cash
                  paid during period for:Interest
              
              $
              4,650
              
              $
              5,948Income
                  taxes
              
              $
              456
              
              $
              456See
                  Notes to Financial
                  Statements.




5
 *Index*




AXIOM
      III, INC.


NOTES
      TO
      FINANCIAL STATEMENTS


June
      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, 2005.




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 June 30, 2006, and 2005, have been included. Readers of these
      financial statements should note that the interim results for the three and
      six
      month periods ended June 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.





6
 *Index*


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




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 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 June 30, 2006
              
              $
              211,177X
                  61%
              
              
              X
                  61%128,818Less
                  current portion
              
              
              14,562$
              114,256





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




61%
              
              100%2006
              
              $
              7,154
              
              $
              11,7282007
              
              
              15,079
              
              
              24,7192008
              
              
              16,169
              
              
              26,5062009
              
              
              17,338
              
              
              28,4232010
              
              
              18,591
              
              
              30,477Thereafter
              
              
              54,487
              
              
              89,324$
              128,818
              
              $
              211,177






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 $398,957
      as
      of June 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.




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. Mr.
      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 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 June 30, 2006, the mortgages had been
      paid down to an aggregate of $114,256. 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
      June 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 dataSix
                months ended
              June
                302006
            
            2005Net
                rental income
            
            $
            25,202
            
            $
            17,892Net
                (Loss)
            
            
            (1,415
            )
            
            (2,451
            )Net
                Income (Loss) per Common Share
            
            
            **
            
            
            **Weighted
                Average Common Shares Outstanding
            
            
            14,020,000
            
            
            14,020,000As
                of June 30,2006
            
            
            2005Total
                Assets
            
            $
            208,569
            
            $
            216,050Working
                Capital (Deficiency)
            
            
            (16,853
            )
            
            1,704Shareholders’
                Equity
            
            
            71,311
            
            
            74,025No
                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 six months ended June 30, 2006 and
      2005).**





Revenues
      increased $3,571 or 39% to $12,827, and $7,310 or 41% to $25,202 for the three
      months and six months ended June 30, 2006, respectively, as compared with $9,256
      and $17,892 for the three months and six months ended June 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 six months ended June 30, 2006 and
      2005).**





None.





**Expenses
      (for the three months and six months ended June 30, 2006 and
      2005).**





Operating
      expenses for the three months ended June 30, 2006 increased $5,030 to $15,108.
      The increase in expenses during this period was due primarily to the increase
      in
      professional fees by $1,954, the repairs and maintenance fees of $1,747 and
      the
      increases in general and administrative expenses in 2006. For the six months
      ended June 30, 2006, operating expenses increased $6,274 to $26,161 due
      primarily to the increase in professional fees by $2,029, the increases in
      repairs and maintenance fees by $3,350 and the increases in general and
      administrative expenses 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 six months ended June 30, 2006 and
      2005).**





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




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





We
      had a
      net loss of $2,281, or less than $.01 per common share, and $1,415, or less
      than
      $.01 per common share, for the three-month and six-month periods ended June
      30,
      2006, respectively. This compares to net losses of $822, or less than $.01
      per
      common share, and $2,451, or $.01 per common share, for the same periods ended
      June 30, 2005. We attribute the decrease in net loss primarily to rental income
      insufficient to cover expenses.




10
 *Index*





**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 six months ended June 30, 2006 and
      2005).**





Cash
      flows provided by operations were $4,911 and $4,361 for the six months ended
      June 30, 2006 and 2005, respectively. Cash flow was primarily attributable
      to
      non-cash charges for depreciation and the increases in accounts payable and
      accrued expenses, partially offset by net income.





Cash
      flows used in financing activities were $4,932 and $5,031 for the six months
      ended June 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 June 30, 2005 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 $12 and a working capital deficit of $16,853 as of June
      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 12 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.





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.




11
 *Index*




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 $398,957
      as
      of June 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




Quarterly
      Evaluation of Controls





As
      of the end
      of the period covered by this quarterly report on Form 10-QSB, we evaluated
      the
      effectiveness of the design and operation of (i) our disclosure controls and
      procedures ("Disclosure Controls"), and (ii) our internal control over financial
      reporting ("Internal Controls"). This evaluation ("Evaluation") was performed
      by
      our President and Chief Executive Officer, Lawrence
      M. Nault ("CEO").
      Mr. Nault also acts as our Chief Financial Officer ("CFO"). In this section,
      we
      present the conclusions of our CEO based on and as of the date of the
      Evaluation, (i) with respect to the effectiveness of our Disclosure Controls,
      and (ii) with respect to any change in our Internal Controls that occurred
      during the most recent fiscal quarter that has materially affected or is
      reasonably likely to materially affect our Internal Controls.




12
 *Index*





CEO
      and
      CFO Certifications




Attached
      to
      this quarterly report, as Exhibits 31.1 and 31.2, are certain certifications
      of
      the CEO and CFO, which are required in accordance with the Exchange Act and
      the
      Commission's rules implementing such section (the "Rule 13a-14(a)/15d-14(a)
      Certifications"). This section of the quarterly report contains the information
      concerning the Evaluation referred to in the Rule 13a-14(a)/15d-14(a)
      Certifications. This information should be read in conjunction with the Rule
      13a-14(a)/15d-14(a) Certifications for a more complete understanding of the
      topic presented.





Disclosure
      Controls and Internal Controls




Disclosure
      Controls are procedures designed with the objective of ensuring that information
      required to be disclosed in our reports filed with the Commission under the
      Exchange Act, such as this quarterly report, is recorded, processed, summarized
      and reported within the time period specified in the Commission's rules and
      forms. Disclosure Controls are also designed with the objective of ensuring
      that
      material information relating to the Company is made known to the CEO and the
      CFO by others, particularly during the period in which the applicable report
      is
      being prepared. Internal Controls, on the other hand, are procedures which
      are
      designed with the objective of providing reasonable assurance that (i) our
      transactions are properly authorized, (ii) our assets are safeguarded against
      unauthorized or improper use, and (iii) our transactions are properly recorded
      and reported, all to permit the preparation of complete and accurate financial
      statements in conformity with accounting principals generally accepted in the
      United States.




Limitations
      on the Effectiveness of Controls




Our
      management does not expect that our Disclosure Controls or our Internal Controls
      will prevent all error and all fraud. A control system, no matter how well
      developed and operated, can provide only reasonable but not absolute assurance
      that the objectives of the control system are met. Further, the design of the
      control system must reflect the fact that there are resource constraints, and
      the benefits of controls must be considered relative to their costs. Because
      of
      the inherent limitations in all control systems, no evaluation of controls
      can
      provide absolute assurance that all control issues and instances of fraud,
      if
      any, within the Company have been detected. These inherent limitations include
      the realities that judgments in decision-making can be faulty, and breakdowns
      can occur because of simple error or mistake. Additionally, controls can be
      circumvented by the individual acts of some persons, by collusion of two or
      more
      people, or by management override of the control. The design of a system of
      controls also is based in part upon certain assumptions about the likelihood
      of
      future events, and there can be no assurance that any design will succeed in
      achieving its stated objectives under all potential future conditions. Over
      time, control may become inadequate because of changes in conditions, or because
      the degree of compliance with the policies or procedures may deteriorate.
      Because of the inherent limitations in a cost-effective control system,
      misstatements due to error or fraud may occur and not be detected.





Scope
      of
      the Evaluation




The
      CEO and
      CFO's evaluation of our Disclosure Controls and Internal Controls included
      a
      review of the controls' (i) objectives, (ii) design, (iii) implementation,
      and
      (iv) the effect of the controls on the information generated for use in this
      quarterly report. In the course of the Evaluation, the CEO and CFO sought to
      identify data errors, control problems, acts of fraud, and they sought to
      confirm that appropriate corrective action, including process improvements,
      was
      being undertaken. This type of evaluation is done on a quarterly basis so that
      the conclusions concerning the effectiveness of our controls can be reported
      in
      our quarterly reports on Form 10-QSB and annual reports on Form 10-KSB. The
      overall goals of these various evaluation activities are to monitor our
      Disclosure Controls and our Internal Controls and to make modifications if
      and
      as necessary. Our external auditors also review Internal Controls in connection
      with their audit and review activities. Our intent in this regard is that the
      Disclosure Controls and the Internal Controls will be maintained as dynamic
      systems that change (including improvements and corrections) as conditions
      warrant.




13
 *Index*




Among
      other
      matters, we sought in our Evaluation to determine whether there were any
      significant deficiencies or material weaknesses in our Internal Controls, which
      are reasonably likely to adversely affect our ability to record, process,
      summarize and report financial information, or whether we had identified any
      acts of fraud, whether or not material, involving management or other employees
      who have a significant role in our Internal Controls. This information was
      important for both the Evaluation, generally, and because the Rule
      13a-14(a)/15d-14(a) Certifications, Item 5, require that the CEO and CFO
      disclose that information to our Board (audit committee) and independent
      auditors and to report on related matters in this section of the quarterly
      report. In the professional auditing literature, "significant deficiencies"
      are
      referred to as "reportable conditions". These are control issues that could
      have
      significant adverse affect on the ability to record, process, summarize and
      report financial data in the financial statements. A "material weakness" is
      defined in the auditing literature as a particularly serious reportable
      condition where the internal control does not reduce, to a relatively low level,
      the risk that misstatement cause by error or fraud may occur in amounts that
      would be material in relation to the financial statements and not be detected
      within a timely period by employee in the normal course of performing their
      assigned functions. We also sought to deal with other controls matters in the
      Evaluation. In each case, if a problem was identified, we considered what
      revisions, improvements and/or corrections to make in accordance with our
      ongoing procedures.





Conclusions




Based
      upon
      the Evaluation, our disclosure controls and procedures are designed to provide
      reasonable assurance of achieving our objectives. Our CEO and CFO have concluded
      that our disclosure controls and procedures are effective at that reasonable
      assurance level to ensure that material information relating to the Company
      is
      made known to management, including the CEO and CFO, particularly during the
      period when our periodic reports are being prepared, and that our Internal
      Controls are effective at that assurance level to provide reasonable assurance
      that our financial statements are fairly presented in conformity with accounting
      principals generally accepted in the United States. Additionally, there has
      been
      no change in our Internal Controls that occurred during our most recent fiscal
      quarter that has materially affected, or is reasonably likely to affect, our
      Internal Controls.








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)




14
 *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:
                September 5, 2006
            By:
            /s/
                Lawrence M. NaultLawrence
                M. Nault
              President,
                Chief Executive Officer,
              Chief
                Financial Officer, Comptroller










15