UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-Q (Mark One)  xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended June 30, 2009  oTRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT  For the transition period from ________________ to _______________  000-52621 (Commission file number)  MONDO ACQUISITION III, INC. (Exact name of small business issuer as specified in its charter)  Delaware37-1532841(State or other jurisdiction of incorporation or organization)(IRS Employer Identification No.)  61 Broadway, 32nd Floor New York, New York    10006 (Address of principal executive offices)  (212) 930-9700 (Issuer's telephone number)  N/A (Former name, former address and former fiscal year, if changed since last report)  Indicate by check mark 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 o  Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T during the preceding 12 months (or such shorter period that
the registrant was required to submit and post such files.   Yes o    No o  Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a small reporting company.  See definitions of “large
accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):  Large accelerated filer oAccelerated filer  oNon-accelerated filer  o  (Do not check if a smaller reporting company)Smaller reporting company  x  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes x    No o  State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of August 12, 2009  1,000,000 shares of common stock  1   MONDO ACQUISITION III, INC.
Index


PART I.FINANCIAL INFORMATIONPage
NumberItem 1.Financial StatementsCondensed Balance Sheet as of June 30, 2009 (unaudited) and December 31, 2008F-1Condensed Statements of Operations for the three and six months ended June 30, 2009 and 2008, and From October 30, 2006 (Date of Inception) through June 30, 2009 (unaudited)F-2Condensed Statements of Cash Flows for the six months ended June 30, 2009 and 2008, and From October 30, 2006 (Date of Inception) through June 30, 2009 (unaudited)F-3Notes to Condensed Financial Statements (unaudited)F-4- F-7Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations3Item 3.Quantitative and Qualitative Disclosures about Market Risk4Item 4T.Controls and Procedures4PART II.OTHER INFORMATION5Item 1.Legal Proceedings5Item1A.Risk Factors5Item 2.Unregistered Sales of Equity Securities and Use of Proceeds5Item 3.Defaults Upon Senior Securities5Item 4.Submission of Matters to a Vote of Security Holders5Item 5.Other Information5Item 6.Exhibits5SIGNATURES6

2

MONDO ACQUISITION III, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEET
AS OF JUNE 30, 2009


June 30, 2009 (unaudited)December 31, 2008ASSETSCurrent Assets:Cash and cash equivalents$4,543$6,138Total Assets$4,543$6,138LIABILITIES AND STOCKHOLDERS' EQUITYCurrent Liabilities:Accrued expenses related to incorporation$0$1,493Accounts payable01,296Total Current Liabilities02,789Long Term Liabilities:--Total Liabilities02,789Commitments and ContingenciesStockholders Equity:Preferred stock, par value $0.001; 10,000,000 shares authorized, no issued and outstanding as of  June 30, 2009 and December 31, 2008, respectively--Common stock, $0.001 par value; 40,000,000 authorized; 1,000,000 issued and outstanding as of June 30, 2009 and  December 31, 2008, respectively1,0001,000Additional paid in capital6,5006,500Accumulated deficit during development stage(2,957)(4,151)Total Stockholders' Equity4,5433,349Total Liabilities and Stockholders' Equity$4,543$6,138
See the accompanying footnotes to unaudited condensed financial statements

F-1




MONDO ACQUISITION III, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2009 AND 2008
FROM OCTOBER 30, 2006 (DATE OF INCEPTION) TO JUNE 30, 2009
(UNAUDITED)

For thePeriodFrom October30,  2006For the Three Months EndedFor the Six Months Ended(Date of Inception)June 30,June 30,to June 30,20092008200920082009Revenues:
Gain on extinguishment of liability$  -$ -$ 1,296$ -$ 1,296Operating Expenses:Selling, general and administrative expenses-5001025004,253Net Income (Loss)$-$(500)$1,194$(500)$(2,957)Net income (loss) per common share (basic and diluted)$-$(0.001)$0.001$(0.001)$(0.003)Weighted average number of shares outstanding (basic and diluted)1,000,0001,000,0001,000,0001,000,0001,000,000





See the accompanying footnotes to unaudited condensed financial statements


F-2



MONDO ACQUISITION III, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF CASH FLOWS
FOR SIX MONTHS ENDED JUNE 30, 2009 AND 2008
FROM OCTOBER 30, 2006 (DATE OF INCEPTION) TO JUNE 30, 2009
(UNAUDITED)

For the Six Months Ended June 30, 2009For the Six Months Ended June 30, 2008For the Period From October 30, 2006 (Date of Inception) to June 30, 2009Cash Flow from Operating Activities:Net income (loss)$1,194$(500)$(2,957)Adjustments to reconcile net loss to net cash used in operating activities:Changes in operating assets and liabilities:Accounts payable and accrued expenses2,789--Net Cash Provided By Operating Activities(1,595)(500)(2,957)Cash Flow from Investing Activities:---Cash Flow Financing Activities:Proceeds from issuance of common stock to founders--17,500Return of capital to founders--(10,000)Net Cash Provided By Financing Activities:--7,500Net (Decrease) Increase in Cash and Cash Equivalents(1,595)(500)4,543Cash and Cash Equivalents at beginning of period6,13816,999-Cash and Cash Equivalents at end of period$4,543$16,499$4,543

See the accompanying footnotes to unaudited condensed financial statements


F-3




MONDO ACQUISITION III, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2009
(unaudited)

NOTE 1 -   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
(a)Organization and Business:

Mondo Acquisition III,
Inc. (the Company), a wholly owned subsidiary of Mondo Management
Corp., was incorporated in the state of Delaware on October 30, 2006 for the
purpose of raising capital that is intended to be used in connection with its
business plans which may include a possible merger, acquisition or other
business combination with an operating business.


(b)Development Stage Company:

The Company is currently
a development stage company under the provisions of Statement of Financial
Accounting Standards (SFAS) No. 7. All activities of the Company to
date relate to its organization, initial funding and share issuances.



The Company has not begun principal
operations and as is common with a development stage company, the Company has
had recurring losses during its development stage. The Companys financial
statements are prepared using generally accepted accounting principles
applicable to a going concern which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. However, the
Company does not have significant cash or other material assets, nor does it
have an established source of revenues sufficient to cover its operating costs
and to allow it to continue as a going concern. In the interim, shareholders of
the Company have committed to meeting its minimal operating expenses.


(c)Use of Estimates:

The preparation of
financial statements in conformity with accounting principles generally accepted
in the United States requires management to make estimates and assumptions that
affect the amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the balance sheet and reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.


(d)Cash and Cash Equivalents:

For purposes of the
statement of cash flows, the Company considers highly liquid financial
instruments purchased with original maturities of three months or less to be
cash equivalents.



F-4



MONDO ACQUISITION III, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2009
(unaudited)

NOTE 1 -   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):
(e)Income Taxes:

The Company has implemented the
provisions on Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" (SFAS 109). SFAS 109 requires that
income tax accounts be computed using the liability method. Deferred taxes are
determined based upon the estimated future tax effects of differences between
the financial reporting and tax reporting bases of assets and liabilities given
the provisions of currently enacted tax laws.



Any deferred tax asset is
considered immaterial and has been fully offset by a valuation allowance because
at this time the Company believes that it is more likely than not that the
future tax benefit will not be realized as the Company has no current
operations.



In June 2006, the FASB
issued FASB Interpretation No. 48, Accounting for Uncertainty in Income
Taxes-an interpretation of FASB Statement No.   109
("FIN 48"). FIN 48 prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. FIN 48 also provides
guidance on derecognition, classification, treatment of interest and penalties,
and disclosure of such positions. Effective January 1, 2007, the Company
adopted the provisions of FIN 48, as required. As a result of implementing FIN
48, there has been no adjustment to the Companys financial statements and
the adoption of FIN 48 did not have a material effect on the Companys
consolidated financial statements for the three months ended June 30, 2009.


(f)Loss per Common Share:

Basic loss per share is
calculated using the weighted-average number of common shares outstanding during
each reporting period. Diluted loss per share includes potentially dilutive
securities such as outstanding options and warrants, using various methods such
as the treasury stock or modified treasury stock method in the determination of
dilutive shares outstanding during each reporting period. The Company does not
have any potentially dilutive instruments.


(g)Fair Value of Financial Instruments:
The carrying value of cash equivalents and accrued expenses approximates fair value due to the short period of time to maturity.

NOTE 2 -   RECENT ACCOUNTING PRONOUNCEMENTS:

In June 2009, the FASB issued SFAS No.
168, The FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting. SFAS 168 represents the last numbered standard to be issued
by FASB under the old (pre-Codification) numbering system, and amends the GAAP
hierarchy. On July 1, FASB will launch new FASBs Codification (full name:
the FASB Accounting Standards Codification TM.) The Codification will supersede
existing GAAP for nongovernmental entities; governmental entities will continue
to follow standards issued by FASB's sister organization, the Governmental
Accounting Standards Board (GASB). This pronouncement has no effect on the
Companys financial statements.



In June 2009, the FASB issued SFAS No.
167, a revision to FASB Interpretation No. 46(R), Consolidation of Variable
Interest Entities, and will change how a company determines when an entity that
is insufficiently capitalized or is not controlled through voting (or similar
rights) should be consolidated. Under SFAS No. 167, determining whether a
company is required to consolidate an entity will be based on, among other
things, an entity's purpose and design and a company's ability to direct the
activities of the entity that most significantly impact the entity's economic
performance. SFAS 167 is effective at the start of a companys first fiscal
year beginning after November 15, 2009, or January 1, 2010 for companies
reporting earnings on a calendar-year basis.  The Company does not expect
the adoption of SFAS No. 167 will have a material effect on its
 financial position, results of operations or cash flows.



In June 2009, the FASB issued SFAS No.
166, a revision to SFAS No. 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities, and will require more
information about transferred of financial assets and where companies have
continuing exposure to the risks related to transferred financial assets. SFAS
166 is effective at the start of a companys first fiscal year beginning
after November 15, 2009, or January 1, 2010 for companies reporting earnings on
a calendar-year basis. The Company does
not expect the adoption of SFAS No. 140 will have a material effect on its
 financial position, results of operations or cash flows.



In May 2009, the FASB issued SFAS No.
165, "Subsequent Events" ("SFAS 165"). SFAS 165 is intended
to establish general standards of accounting for and disclosures of events that
occur after the balance sheet date but before financial statements are issued or
are available to be issued. It requires the disclosure of the date through which
an entity has evaluated subsequent events and the basis for selecting that date,
that is, whether that date represents the date the financial statements were
issued or were available to be issued. SFAS 165 is effective for interim or
annual financial periods ending after June 15, 2009. The Company does not expect
the adoption of SFAS No. 165 will have a material effect on its
 financial position, results of operations or cash flows.



Other recent accounting
pronouncements issued by the FASB (including its Emerging Issues Task Force),
the AICPA, and the SEC did not, or are not believed by management to, have a
material impact on the Company's present or future consolidated financial
statements.


F-5



MONDO ACQUISITION III, INC.
( DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2009
(unaudited)

NOTE 3 -   CAPITAL STOCK:

The total number of
shares of capital stock which the Company shall have authority to issue is fifty
million (50,000,000). These shares shall be divided into two classes with
40,000,000 shares designated as common stock at $.001 par value (the
Common Stock) and 10,000,000 shares designated as preferred stock at
$.001 par value (the Preferred Stock). The Preferred stock of the
Company shall be issued by the Board of Directors of the Company in one or more
classes or one or more series within any class and such classes or series shall
have such voting powers, full or limited, or no voting powers, and such
designations, preferences, limitations or restrictions as the Board of Directors
of the Company may determine, from time to time.



Holders of shares of
Common Stock shall be entitled to cast one vote for each share held at all
stockholders' meetings for all purposes, including the election of directors.
The Common Stock does not have cumulative voting rights.



No holder of shares of
stock of any class shall be entitled as a matter of right to subscribe for or
purchase or receive any part of any new or additional issue of shares of stock
of any class, or of securities convertible into shares of stock of any class,
whether now hereafter authorized or whether issued for money, for consideration
other than money, or by way of dividend.



On December 8, 2006, the
Company issued 1,000,000 shares of Common Stock to Mondo Management Corp. at a
purchase price of $.0175 per share, for an aggregate purchase price of
$17,500.



The Company had 1,000,000
shares of common stock issued and outstanding at June 30, 2009 and June 30,
2008. As of June 30, 2009 and June 30, 2008 the Company had no preferred stock
issued and outstanding.




F-6



MONDO ACQUISITION III, INC.
( DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2009
(unaudited)

NOTE 4 -   RELATED PARTIES:

The officers,
directors and stockholders of the Company are affiliated with Sichenzia Ross
Friedman Ference LLP, an entity providing legal services to the Company at no
cost. The Company recorded the fair value of such legal services to reflect all
the costs of doing business in the Companys financial statements.


NOTE 5 - INCOME TAXES:


For income tax reporting purposes,
the Company's aggregate unused net operating losses of approximately $3,000 will
expire through 2027, subject to limitations of Section 382 of the Internal
Revenue Code, as amended. The deferred tax asset related to the carry forward
was deemed to be approximately $900. The Company has provided a valuation
reserve against the full amount of the net operating loss benefit, because in
the opinion of management based upon the development stage and the likelihood of
a future Section 382 limitation it is more likely than not that the benefits
will not be realized.




F-7


Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations
FORWARD LOOKING STATEMENTS


Some of the statements contained in this Form 10-Q that
are not historical facts are "forward-looking statements" which can be
identified by the use of terminology such as "estimates,"
"projects," "plans," "believes,"
"expects," "anticipates," "intends," or the
negative or other variations, or by discussions of strategy that involve risks
and uncertainties. We urge you to be cautious of the forward-looking statements,
that such statements, which are contained in this Form 10-Q, reflect our current
beliefs with respect to future events and involve known and unknown risks,
uncertainties and other factors affecting our operations, market growth,
services, products and licenses. No assurances can be given regarding the
achievement of future results, as actual results may differ materially as a
result of the risks we face, and actual events may differ from the assumptions
underlying the statements that have been made regarding anticipated events.
Factors that may cause actual results, our performance or achievements, or
industry results, to differ materially from those contemplated by such
forward-looking statements include without limitation:


Our ability to attract and retain management,
Our ability to raise capital when needed and on acceptable terms and conditions;
The intensity of competition; and
General economic conditions.

All written and oral forward-looking statements made in
connection with this Form 10-Q that are attributable to us or persons acting on
our behalf are expressly qualified in their entirety by these cautionary
statements. Given the uncertainties that surround such statements, you are
cautioned not to place undue reliance on such forward-looking statements.



The following plan of operation provides information which
management believes is relevant to an assessment and understanding of our
results of operations and financial condition. The discussion should be read
along with our financial statements and notes thereto. The following discussion
and analysis contains forward-looking statements, which involve risks and
uncertainties. Our actual results may differ significantly from the results,
expectations and plans discussed in these forward-looking statements.


Overview



The Company has not
realized any revenues from operations since inception (except for a gain on the
extinguishment of liability of $1,296), and its plan of operation for the next
twelve months is to locate a suitable acquisition or merger candidate and
consummate a business combination. The Company may need additional cash advances
from stockholders or loans from other parties to pay for operating expenses
until the Company consummates the merger with a privately-held company. Although
it is currently anticipated that the Company can satisfy its cash requirements
with additional cash advances or loans from other parties, if needed, for at
least the next twelve months, the Company can provide no assurance that it can
continue to satisfy its cash requirements for such period.



Since our formation on
October 30, 2006, our purpose has been to effect a business combination with an
operating business which we believe has significant growth potential. We are
currently considered to be a blank check company in as much as we
have no specific business plans, no operations, revenues or employees. We
currently have no definitive agreements or understanding with any prospective
business combination candidates and have not targeted any business for
investigation and evaluation nor are there any assurances that we will find a
suitable business with which to combine. The implementation of our business
objectives is wholly contingent upon a business combination and/or the
successful sale of securities in the company. We intend to utilize the proceeds
of any offering, any sales of equity securities or debt securities, bank and
other borrowings or a combination of those sources to effect a business
combination with a target business which we believe has significant growth
potential. While we may, under certain circumstances, seek to effect business
combinations with more than one target business, unless and until additional
financing is obtained, we will not have sufficient proceeds remaining after an
initial business combination to undertake additional business combinations.



As a result of our limited
resources, we expect to effect only a single business combination. Accordingly,
the prospects for our success will be entirely dependent upon the future
performance of a single business. Unlike certain entities that have the
resources to consummate several business combinations or entities operating in
multiple industries or multiple segments of a single industry, we will not have
the resources to diversify our operations or benefit from the possible spreading
of risks or offsetting of losses. A target business may be dependent upon the
development or market acceptance of a single or limited number of products,
processes or services, in which case there will be an even higher risk that the
target business will not prove to be commercially viable.


3



Our officers are only
required to devote a very limited portion of their time to our affairs on a
part-time or as-needed basis. We expect to use outside consultants, advisors,
attorneys and accountants as necessary, none of which will be hired on a
retainer basis. We do not anticipate hiring any full-time employees so long as
we are seeking and evaluating business opportunities.



We expect our present
management to play no managerial role in the Company following a business
combination. Although we intend to scrutinize closely the management of a
prospective target business in connection with our evaluation of a business
combination with a target business, our assessment of management may be
incorrect. We cannot assure you that we will find a suitable business with which
to combine.


Results of Operations


The Company has not conducted any active
operations since inception, except for its efforts to locate a suitable
acquisition or merger transaction. No revenue has been generated by the Company
during such period (except for a gain on the extinguishment of liability of
$1,196), and it is unlikely the Company will have any future revenues unless it
is able to consummate or effect an acquisition of, or merger with, an operating
company, of which there can be no assurance.



Net income for the three and six months
ended June 30, 2009 was $0 and $1,194, respectively, compared to net loss for
the three and six months ended June 30, 2008 of $500,
respectively.  Net loss for the period from October 30, 2006 (Date of
Inception ) to June 30, 2009 was $2,957.


Liquidity and Capital Resources


The Company will not have any future
revenues from any operations absent a merger or other business combination with
an operating company, and no assurance can be given that such a merger or other
business combination will occur or that the Company can engage in any public or
private sales of the Companys equity or debt securities to raise working
capital. The Company is dependent upon future loans from its present
stockholders or management, and there can be no assurances that its present
stockholders or management will make any loans to the Company. At June 30, 2009,
the Company had cash of $4,543 and working capital of $4,543.



The Company's present material
commitments are professional and administrative fees and expenses associated
with the preparation of its filings with the SEC and other regulatory
requirements. In the event that the Company engages in any merger or other
business combination with an operating company, it will have additional material
commitments. Although the Company from time to time may engage in discussions
regarding a merger or other combination with an operating company, we cannot
offer any assurances that we will engage in any merger or other combination with
an operating company within the next twelve months.



Our registered independent
certified public accountants have stated in their report dated March 6, 2009,
filed with the Companys Annual report on form 10-K that the Company is in
the development stage and has not established a source of revenues. This raises
substantial doubt about the companys ability to continue as a going
concern.


Off Balance Sheet Arrangements


We have no significant off-balance
sheet arrangements that have or are reasonably likely to have a current or
future effect on our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources that is material to our stockholders.


ITEM 3.    Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 4T.    Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures


As of June 30, 2009, we
carried out an evaluation, under the supervision and with the participation of
our Principal Executive Officer and Principal Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on this evaluation, our Principal Executive Officer and
Principal Financial Officer concluded that our disclosure controls and
procedures were effective in ensuring that information required to be disclosed
by us in our periodic reports is recorded, processed, summarized and reported,
within the time periods specified for each report and that such information is
accumulated and communicated to our management, including our principal
executive and principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure.


(b) Changes in Internal Controls.


There was no change in
our internal controls over financial reporting that has materially affected, or
is reasonable likely to materially affect, our internal control over financial
reporting during the quarter covered by this Report.



4



Part II.OTHER INFORMATIONItem 1.Legal ProceedingsNone.Item 1A.Risk FactorsNot applicable.Item 2.Unregistered Sales of Equity Securities and Use of ProceedsNone.Item 3.Defaults Upon Senior SecuritiesNone.Item 4.Submission of Matters to a Vote of Security HoldersNot applicable.Item 5.Other InformationNot applicable.Item 6.Exhibits
(a)Exhibits
Exhibit NumberDescription of Exhibit31Certification of Principal Executive
Officer and Principal Financial Officer pursuant to Rule 13a-14 and Rule
15d-14(a), promulgated under the Securities and Exchange Act of 1934, as
amended32Certification of
Principal Executive Officer and Principal Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002

5



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.

Mondo Acquisition III, Inc.Date: August 12, 2009By:/s/ Thomas A. RoseThomas A. RosePresident (Principal Executive Officer and Principal Financial and Accounting Officer)
6