UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





(Mark
One)





x
            ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
the fiscal year ended December 31, 2008





o
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
the transition period from ______________ to ______________





000-52623


Commission
file number





MONDO ACQUISITION III,
INC.


(Name
registrant as specified in its charter)




Delaware
            37-1532841(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)61
      Broadway, 32ndFloor,   New
      York, NY
            10006(Address
      of principal executive offices)
            (Zip
      Code)




Registrant’s
      telephone number, including area code:
            (212)
      930-9700





Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class
            Name
      of each exchange on which registeredNone
            NoneSecurities
      registered under Section 12(g) of the Exchange Act:Common
      Stock, par value $.001(Title
      of class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes oNo x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act.  Yes oNo x





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 o




Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. x




Indicate
by check mark whether the registrant is a large accelerated filer, and
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 o
            Accelerated Filer
      oNon-accelerated
      Filer o
            Smaller reporting
      company x




Aggregate
market value of the Common Stock held by non-affiliates of the Company as of
June 30, 2008: $0.





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





(ISSURERS
INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)





Check
whether the issuer has filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court. Yes oNo o




Number of
shares of the registrant’s common stock outstanding as of March 6, 2009: 
1,000,000 shares of Common Stock










TABLE
OF CONTENTS




PART
      IItem
      1.  Business
            2Item
      1A.  Risk Factors
            3Item
      1B.  Unresolved Staff Comments
            9Item
      2.  Properties.
            9Item
      3.  Legal Proceedings.
            9Item
      4.  Submission of Matters to a Vote of Security
      Holders.
            10PART
      IIItem
      5.  Market For Registrant’s Common Equity, Related Stockholder
      Matters and Issuer Purchases of Equity Securities.
            11Item
      6.  Selected Financial Data.
            11Item
      7.  Management’s Discussion and Analysis of Financial Condition
      and Results of Operations.
            11Item
      7A.  Quantitative and Qualitative Disclosures About Market
      Risk.
            11Item
      8.  Financial Statements and Supplementary Data.
            F-1Item
      9.  Changes in and Disagreements With Accountants on Accounting
      and Financial Disclosure.Item
      9A. Controls and Procedures.
            12Item
      9B.  Other Information.
            12PART
      IIIItem
      10. Directors, Executive Officers, and Corporate
    Governance.
            13Item
      11. Executive Compensation.
            14Item
      12. Security Ownership of Certain Beneficial Owners and Management and
      Related Stockholder Matters.
            15Item
      13.  Certain Relationships and Related Transactions, and
      Director Independence.
            15Item
      14.  Principal Accounting Fees and Services.
            16PART
      IVItem
      15. Exhibits and Financial Statement Schedules.
            16SIGNATURES
            17












FORWARD-LOOKING
STATEMENTS





Certain
statements made in this Annual Report on Form 10-K are “forward-looking
statements” (within the meaning of the Private Securities Litigation Reform Act
of 1995) regarding the plans and objectives of management for future operations.
Such statements involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of Mondo Acquisition
III, Inc. (the “Company”) to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. The forward-looking statements included herein are based on current
expectations that involve numerous risks and uncertainties. The Company's plans
and objectives are based, in part, on assumptions involving the continued
expansion of business. Assumptions relating to the foregoing involve judgments
with respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although the Company believes its assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance the forward-looking
statements included in this Report will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein particularly in view of the current state of our operations, the
inclusion of such information should not be regarded as a statement by us or any
other person that our objectives and plans will be achieved. Factors that could
cause actual results to differ materially from those expressed or implied by
such forward-looking statements include, but are not limited to, the factors set
forth herein under the headings “Description of Business,” “Plan of Operation”
and “Risk Factors”. We undertake no obligation to revise or update publicly any
forward-looking statements for any reason.






























PART
I




Item 1.Description of
Business.




General





Mondo
Acquisition III, Inc. (the “Company”, “we”, “use”, “our”, or the “Registrant”)
was incorporated in the State of Delaware on October 30, 2006. Since inception,
the Company has been engaged in organizational efforts and obtaining initial
financing. The Company was formed as a vehicle to pursue a business combination
through the acquisition of, or merger with, an operating business. The Company
filed a registration statement on Form 10-SB with the U.S. Securities and
Exchange Commission (the “SEC”) on May 2, 2007, and since its effectiveness, the
Company has focused its efforts to identify a possible business combination. To
date, the Company has not conducted negotiations or entered into a letter of
intent concerning any target business.





The
Company, based on proposed business activities, is a "blank check" company. The
U.S. Securities and Exchange Commission (the “SEC”) defines those companies as
"any development stage company that is issuing a penny stock, within the meaning
of Section 3 (a)(51) of the Exchange Act of 1934, as amended, (the “Exchange
Act”) and that has no specific business plan or purpose, or has indicated that
its business plan is to merge with an unidentified company or companies." Under
SEC Rule 12b-2 under the Securities Act of 1933, as amended (the “Securities
Act”), the Company also qualifies as a “shell company,” because it has no or
nominal assets (other than cash) and no or nominal operations. Many states have
enacted statutes, rules and regulations limiting the sale of securities of
"blank check" companies in their respective jurisdictions. Management does not
intend to undertake any efforts to cause a market to develop in our securities,
either debt or equity, until we have successfully concluded a business
combination. The Company intends to comply with the periodic reporting
requirements of the Exchange Act for so long as we are subject to those
requirements.





The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation and, to a lesser extent, that desires to
employ our funds in its business. The Company’s principal business objective for
the next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with a business rather than immediate,
short-term earnings. The Company will not restrict its potential candidate
target companies to any specific business, industry or geographical location
and, thus, may acquire any type of business.





The
analysis of new business opportunities has and will be undertaken by or under
the supervision of the officers and directors of the Company. The Company has
unrestricted flexibility in seeking, analyzing and participating in potential
business opportunities. In its efforts to analyze potential acquisition targets,
the Company will consider the following kinds of factors:





(a)
  Potential for growth, indicated by new technology, anticipated market
expansion or new products;





(b)
  Competitive position as compared to other firms of similar size and
experience within the industry segment as well as within the industry as a
whole;





(c)
  Strength and diversity of management, either in place or scheduled for
recruitment;




(d)
  Capital requirements and anticipated availability of required funds, to
be provided by the Company or from operations, through the sale of additional
securities, through joint ventures or similar arrangements or from other
sources;





(e)
  The cost of participation by the Company as compared to the perceived
tangible and intangible values and potentials;





(f)
  The extent to which the business opportunity can be
advanced;




2





(g)
  The accessibility of required management expertise, personnel, raw
materials, services, professional assistance and other required items;
and





(h)
  Other relevant factors.





In
applying the foregoing criteria, no one of which will be controlling, management
will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. Potentially
available business opportunities may occur in many different industries, and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. Due to the Company's limited capital available for investigation,
the Company may not discover or adequately evaluate adverse facts about the
opportunity to be acquired.





Form of
Acquisition





The
manner in which the Company participates in an opportunity will depend upon the
nature of the opportunity, the respective needs and desires of the Company and
the promoters of the opportunity, and the relative negotiating strength of the
Company and such promoters.





It is
likely that the Company will acquire its participation in a business opportunity
through the issuance of common stock or other securities of the Company.
Although the terms of any such transaction cannot be predicted, it should be
noted that in certain circumstances the criteria for determining whether or not
an acquisition is a so-called "tax free" reorganization under Section 368(a)(1)
of the Internal Revenue Code of 1986, as amended (the "Code"), depends upon
whether the owners of the acquired business own 80% or more of the voting stock
of the surviving entity. If a transaction were structured to take advantage of
these provisions rather than other "tax free" provisions provided under the
Code, all prior stockholders would in such circumstances retain 20% or less of
the total issued and outstanding shares. Under other circumstances, depending
upon the relative negotiating strength of the parties, prior stockholders may
retain substantially less than 20% of the total issued and outstanding shares of
the surviving entity. This could result in substantial additional dilution to
the equity of those who were stockholders of the Company prior to such
reorganization.





The
present stockholders of the Company will likely not have control of a majority
of the voting shares of the Company following a reorganization transaction. As
part of such a transaction, all or a majority of the Company's directors may
resign and new directors may be appointed without any vote by
stockholders.





In the
case of an acquisition, the transaction may be accomplished upon the sole
determination of management without any vote or approval by stockholders. In the
case of a statutory merger or consolidation directly involving the Company, it
will likely be necessary to call a stockholders' meeting and obtain the approval
of the holders of a majority of the outstanding shares. The necessity to obtain
such stockholder approval may result in delay and additional expense in the
consummation of any proposed transaction and will also give rise to certain
appraisal rights to dissenting stockholders. Most likely, management will seek
to structure any such transaction so as not to require stockholder
approval.





It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial cost for accountants, attorneys and others. If a decision is made
not to participate in a specific business opportunity, the costs theretofore
incurred in the related investigation would not be recoverable. Furthermore,
even if an agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in the loss
to the Company of the related costs incurred.





3





Competition





Our
primary goal is the acquisition of a target company or business seeking the
perceived advantages of being a publicly held corporation. The Company faces
vast competition from other shell companies with the same objectives. The
Company is in a highly competitive market for a small number of business
opportunities which could reduce the likelihood of consummating a successful
business combination. A large number of established and well-financed entities,
including small public companies and venture capital firms, are active in
mergers and acquisitions of companies that may be desirable target candidates
for us. Nearly all these entities have significantly greater financial
resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.





Patent and
Trademarks




We
currently do not own any patents, trademarks or licenses of any
kind.




Government
Regulations




There are
no government approvals necessary to conduct our current business.





Employees




We
presently have no employees apart from our management. Our officers and
director are engaged in outside business activities and we anticipate that
they will devote to our business very limited time until the acquisition of a
successful business opportunity has been identified. We expect no significant
changes in the number of our employees other than such changes, if any, incident
to a business combination.




Item 1A.      
Risk
Factors.




RISK
FACTORS





An investment in the Company is
highly speculative in nature and involves an extremely high degree of
risk. There may be
conflicts of interest between our management and our non-management
stockholders.





Conflicts
of interest create the risk that management may have an incentive to act
adversely to the interests of other investors. A conflict of interest may arise
between our management's personal pecuniary interest and its fiduciary duty to
our stockholders. Further, our management's own pecuniary interest may at some
point compromise its fiduciary duty to our stockholders. In addition, Darrin
Ocasio, a director, is currently involved with other blank check companies and
conflicts in the pursuit of business combinations with such other blank check
companies with which they and other members of our management are, and may be
the future be, affiliated with may arise. If we and the other blank check
companies that our officers and director is affiliated with desire to take
advantage of the same opportunity, then those officers and director that is
affiliated with both companies would abstain from voting upon the
opportunity.





Our
business is difficult to evaluate because we have no operating
history.





As the
Company has no operating history or revenue and only minimal assets, there is a
risk that we will be unable to continue as a going concern and consummate a
business combination. The Company has had no recent operating history nor any
revenues or earnings from operations since inception. We have no significant
assets or financial resources. We will, in all likelihood, sustain operating
expenses without corresponding revenues, at least until the consummation of a
business combination. This may result in our incurring a net operating loss that
will increase continuously until we can consummate a business combination with a
profitable business opportunity. We cannot assure you that we can identify a
suitable business opportunity and consummate a business
combination.




4




There
is competition for those private companies suitable for a merger transaction of
the type contemplated by management.





The
Company is in a highly competitive market for a small number of business
opportunities which could reduce the likelihood of consummating a successful
business combination. We are and will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including small public companies and venture capital
firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for us. Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.




Future
success is highly dependent on the ability of management to locate and attract a
suitable acquisition.





The
nature of our operations is highly speculative and there is a consequent risk of
loss of your investment. The success of our plan of operation will depend to a
great extent on the operations, financial condition and management of the
identified business opportunity. While management intends to seek business
combination(s) with entities having established operating histories, we cannot
assure you that we will be successful in locating candidates meeting that
criterion. In the event we complete a business combination, the success of our
operations may be dependent upon management of the successor firm or venture
partner firm and numerous other factors beyond our control.





The
Company has no existing agreement for a business combination or other
transaction.





We have
no arrangement, agreement or understanding with respect to engaging in a merger
with, joint venture with or acquisition of, a private or public entity. No
assurances can be given that we will successfully identify and evaluate suitable
business opportunities or that we will conclude a business combination.
Management has not identified any particular industry or specific business
within an industry for evaluation. We cannot guarantee that we will be able to
negotiate a business combination on favorable terms, and there is consequently a
risk that funds allocated to the purchase of our shares will not be invested in
a company with active business operations.





Management
intends to devote only a limited amount of time to seeking a target company
which may adversely impact our ability to identify a suitable acquisition
candidate.




While
seeking a business combination, management anticipates devoting no more than a
few hours per week to the Company's affairs in total. Our officers have not
entered into a written employment agreement with us and is not expected to do so
in the foreseeable future. This limited commitment may adversely impact our
ability to identify and consummate a successful business
combination.





The
time and cost of preparing a private company to become a public reporting
company may preclude us from entering into a merger or acquisition with the most
attractive private companies.





Target
companies that fail to comply with SEC reporting requirements may delay or
preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
reporting companies to provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering one, two, or three years, depending on the relative size of the
acquisition. The time and additional costs that may be incurred by some target
entities to prepare these statements may significantly delay or essentially
preclude consummation of an acquisition. Otherwise suitable acquisition
prospects that do not have or are unable to obtain the required audited
statements may be inappropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.




5




The
Company may be subject to further government regulation which would adversely
affect our operations.





Although
we will be subject to the reporting requirements under the Exchange Act,
management believes we will not be subject to regulation under the Investment
Company Act of 1940, as amended (the “Investment Company Act”), since we will
not be engaged in the business of investing or trading in securities. If we
engage in business combinations which result in our holding passive investment
interests in a number of entities, we could be subject to regulation under the
Investment Company Act. If so, we would be required to register as an investment
company and could be expected to incur significant registration and compliance
costs. We have obtained no formal determination from the SEC as to our status
under the Investment Company Act and, consequently, violation of the Investment
Company Act could subject us to material adverse consequences.





Any
potential acquisition or merger with a foreign company may subject us to
additional risks.





If we
enter into a business combination with a foreign concern, we will be subject to
risks inherent in business operations outside of the United States. These risks
include, for example, currency fluctuations, regulatory problems, punitive
tariffs, unstable local tax policies, trade embargoes, risks related to shipment
of raw materials and finished goods across national borders and cultural and
language differences. Foreign economies may differ favorably or unfavorably from
the United States economy in growth of gross national product, rate of
inflation, market development, rate of savings, and capital investment, resource
self-sufficiency and balance of payments positions, and in other
respects.





There
is currently no trading market for our common stock.





Our
shares of common stock are not registered under the securities laws of any state
or other jurisdiction, and accordingly there is no public trading market for our
common stock. Further, no public trading market is expected to develop in the
foreseeable future unless and until the Company completes a business combination
with an operating business. Therefore, outstanding shares of our common stock
cannot be offered, sold, pledged or otherwise transferred unless subsequently
registered pursuant to, or exempt from registration under, the Securities Act of
1933, as amended (“Securities Act”) and any other applicable federal or state
securities laws or regulations. Shares of our common stock cannot be sold under
the exemptions from registration provided by Rule 144 under or Section 4(1) of
the Securities Act (“Rule 144”), unless they meet the requirements of Rule
144(i) of the Securities Act.





There
are issues impacting liquidity of our securities with respect to the SEC’s
review of a future resale registration statement.





Since our
shares of common stock issued prior to a business combination or reverse merger
cannot currently, nor will they for a considerable period of time after we
complete a business combination, be available to be offered, sold, pledged or
otherwise transferred without being registered pursuant to the Securities Act,
we will likely file a resale registration statement on Form S-1, or some other
available form, to register for resale such shares of common stock.  We
cannot control this future registration process in all respects as some matters
are outside our control.  Even if we are successful in causing the
effectiveness of the resale registration statement, there can be no assurances
that the occurrence of subsequent events may not preclude our ability to
maintain the effectiveness of the registration statement. Any of the foregoing
items could have adverse effects on the liquidity of our shares of common
stock.






6




We
have never paid dividends on our common stock.





We have
never paid dividends on our common stock and do not presently intend to pay any
dividends in the foreseeable future. We anticipate that any funds available for
payment of dividends will be re-invested into the Company to further its
business strategy.




The
Company may be subject to certain tax consequences in our business, which may
increase our cost of doing business.





We may
not be able to structure our acquisition to result in tax-free treatment for the
companies or their stockholders, which could deter third parties from entering
into certain business combinations with us or result in being taxed on
consideration received in a transaction. Currently, a transaction may be
structured so as to result in tax-free treatment to both companies, as
prescribed by various federal and state tax provisions. We intend to structure
any business combination so as to minimize the federal and state tax
consequences to both us and the target entity; however, we cannot guarantee that
the business combination will meet the statutory requirements of a tax-free
reorganization or that the parties will obtain the intended tax-free treatment
upon a transfer of stock or assets. A non-qualifying reorganization could result
in the imposition of both federal and state taxes that may have an adverse
effect on both parties to the transaction.





Our
business will have no revenues unless and until we merge with or acquire an
operating business.





We are a
development stage company and have had no revenues from operations. We may not
realize any revenues unless and until we successfully merge with or acquire an
operating business.





The
Company intends to issue more shares in a merger or acquisition, which will
result in substantial dilution.





Our
Certificate of Incorporation authorizes the issuance of a maximum of
40,000,000 shares of common stock and a maximum of 10,000,000 shares of
preferred stock. Any merger or acquisition effected by us may result in the
issuance of additional securities without stockholder approval and may result in
substantial dilution in the percentage of our common stock held by our then
existing stockholders. Moreover, the common stock issued in any such merger or
acquisition transaction may be valued on an arbitrary or non-arm’s-length basis
by our management, resulting in an additional reduction in the percentage of
common stock held by our then existing stockholders. Our Board of Directors has
the power to issue any or all of such authorized but unissued shares without
stockholder approval. To the extent that additional shares of common stock or
preferred stock are issued in connection with a business combination or
otherwise, dilution to the interests of our stockholders will occur and the
rights of the holders of common stock might be materially and adversely
affected.







7




The
Company has conducted no market research or identification of business
opportunities, which may affect our ability to identify a business to merge with
or acquire.





The
Company has neither conducted nor have others made available to us results of
market research concerning prospective business opportunities. Therefore, we
have no assurances that market demand exists for a merger or acquisition as
contemplated by us. Our management has not identified any specific business
combination or other transactions for formal evaluation by us, such that it may
be expected that any such target business or transaction will present such a
level of risk that conventional private or public offerings of securities or
conventional bank financing will not be available. There is no assurance that we
will be able to acquire a business opportunity on terms favorable to us.
Decisions as to which business opportunity to participate in will be
unilaterally made by our management, which may act without the consent, vote or
approval of our stockholders.





Because
we may seek to complete a business combination through a “reverse merger”,
following such a transaction we may not be able to attract the attention of
major brokerage firms.




Additional
risks may exist since we will assist a privately held business to become public
through a “reverse merger.” Securities analysts of major brokerage firms may not
provide coverage of our Company since there is no incentive to brokerage firms
to recommend the purchase of our common stock. No assurance can be given that
brokerage firms will want to conduct any secondary offerings on behalf of our
post-merger company in the future.





We
cannot assure you that following a business combination with an operating
business, our common stock will be listed on NASDAQ or any other securities
exchange.




Following
a business combination, we may seek the listing of our common stock on NASDAQ or
the American Stock Exchange. However, we cannot assure you that following such a
transaction, we will be able to meet the initial listing standards of either of
those or any other stock exchange, or that we will be able to maintain a listing
of our common stock on either of those or any other stock exchange. After
completing a business combination, until our common stock is listed on the
NASDAQ or another stock exchange, we expect that our common stock would be
eligible to trade on the OTC Bulletin Board, another over-the-counter quotation
system, or on the “pink sheets,” where our stockholders may find it more
difficult to dispose of shares or obtain accurate quotations as to the market
value of our common stock. In addition, we would be subject to an SEC rule that,
if it failed to meet the criteria set forth in such rule, imposes various
practice requirements on broker-dealers who sell securities governed by the rule
to persons other than established customers and accredited investors.
Consequently, such rule may deter broker-dealers from recommending or selling
our common stock, which may further affect its liquidity. This would also make
it more difficult for us to raise additional capital following a business
combination.




We
have never paid dividends on our common stock.





We have
never paid dividends on our common stock and do not presently intend to pay any
dividends in the foreseeable future. We anticipate that any funds available for
payment of dividends will be re-invested into the Company to further its
business strategy.





Authorization
of preferred stock.





Our
Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
of preferred stock with designations, rights and preferences determined from
time to time by its Board of Directors. Accordingly, our Board of Directors is
empowered, without stockholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting, or other rights which could adversely affect
the voting power or other rights of the holders of the common stock. In the
event of issuance, the preferred stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or preventing a change in
control of the Company. Although we have no present intention to issue any
shares of its authorized preferred stock, there can be no assurance that the
Company will not do so in the future.




8




Item
2.Properties.





The
Company neither rents nor owns any properties. The Company utilizes the office
space and equipment of its officers and directors at no cost.  The
Company currently has no policy with respect to investments or interests in real
estate, real estate mortgages or securities of, or interests in, persons
primarily engaged in real estate activities.




Item
3.Legal
Proceedings.





Presently,
there are not any material pending legal proceedings to which the Company is a
party or as to which any of the Company’s property is subject, and no such
proceedings are known to the Company to be threatened or contemplated against
it.





Item 4.Submission of Matters to a Vote of
Security Holders.





None.




PART
II




Item 5.Market for Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities.




Market
Information





The
Company's Common Stock is not trading on any stock exchange. The Company is not
aware of any market activity in its stock since its inception and through the
date of this filing.





Holders





As of
March 6, 2009, we had one stockholder of record.





Dividends





The
Company has not paid any cash dividends to date and does not anticipate or
contemplate paying dividends in the foreseeable future. It is the present
intention of management to utilize all available funds for the development of
the Company's business.





Securities Authorized for
Issuance Under Equity Compensation Plans





None.





Recent Sales of Unregistered
Securities





The
Company issued 1,000,000 shares of Common Stock on December 8, 2006, to Mondo
Management Corp., for an aggregate purchase price of $17,500. The Company sold
these shares of Common Stock under the exemption from registration provided by
Section 4(2) of the Securities Act.




9




Item 6.Selected Financial
Data.





Not
applicable.





Item 7.Management’s Discussion and Analysis
or Plan of Operations.





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, 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.





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, and it is unlikely the Company
will have any revenues unless it is able to consummate or effect an acquisition
of, or merger with, an operating company, of which there can be no
assurance.




10





Net loss
for the years ended December 31, 2008 and 2007 was $861 and
$1,797.  Net loss for the period from October 30, 2006 (Date of
Inception) to December 31, 2008 was $4,151.





Liquidity
and Capital Resources





The
Company will not have any 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. On
August 15, 2008, the Company paid $10,000 to its sole stockholder, which was
accounted for as a return of capital. At December 31, 2008, the Company had cash
of $6,138 and working capital of $3,349.





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.





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 7A.Quantitative and Qualitative
Disclosure About Market Risk.
 
 Not
applicable.




11




Item 8.Financial Statements and
Supplementary Data.




MONDO ACQUISITION III,
INC.


(A
DEVELOPMENT STAGE COMPANY)







-
TABLE OF CONTENTS -







PageFinancial
      Statements:Report
      of Independent Registered Certified Public Accounting Firm
            F-2Balance
      Sheet as of December 31, 2008 and 2007
            F-3Statements
      of Losses for the Years Ended December 31, 2008 and 2007, and From October
      30, 2006 (Date of Inception)through
      December 31, 2008
            F-4Statements
      of Stockholders’ Equity for the Period from Inception(October
      30, 2006) through December 31, 2008
            F-5Statements
      of Cash Flows for the Years Ended December 31, 2008 and 2007, and From
      October 30, 2006 (Date of Inception)through
      December 31, 2008
            F-6Notes
      to Financial Statements
            F-7 - F-10









F-1





RBSM
LLP


CERTIFIED
PUBLIC ACCOUNTANTS





REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








Board of
Directors,


Mondo
Acquisition III, Inc.


61
Broadway, 32 nd
Floor


New York,
NY 10006





We have
audited the accompanying balance sheet of Mondo Acquisition III, Inc. (a
development stage company) as of December 31, 2008 and 2007 and the related
statements of losses, stockholder’s equity, and cash flows for the years ended
December 31, 2008 and 2007, and for the period October 30, 2006 (date of
inception) through December 31, 2008. These financial statements are the
responsibility of the company’s management. Our responsibility is to express an
opinion on the financial statements based upon our audits.





We have
conducted our audits in accordance with the standards of the Public Company
Accounting oversight Board  (United States of America). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining on test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statements presentation. We believe our
audits provide a reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Mondo Acquisition III, Inc. (a
development stage company) as of December 31, 2008 and 2007 and the related
statements of losses, stockholder’s equity, and cash flows for the years ended
December 31, 2008 and 2007, and for the period October 30, 2006 (date of
inception) through December 31, 2008  in conformity with accounting
principles generally accepted in the United States of America.





The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in the Note 1(b) to the accompanying
financial statements, 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. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.







/s/  RBSM LLPCertified Public
      Accountants






New York,
New York


March 6,
2009







F-2




MONDO
ACQUISITION III, INC.


(A
DEVELOPMENT STAGE COMPANY)


BALANCE
SHEET


AS
OF DECEMBER 31, 2008 and 2007








December
      31,
              2008
            
            
            December
      31,
              2007ASSETSCurrent
      Assets:Cash
      and cash equivalents
            
            $
            6,138
            
            
            $
            16,999Total
      Assets
            
            $
            6,138
            
            
            $
            16,999LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      Liabilities:Accrued
      expenses related to incorporation
            
            $
            1,493
            
            
            $
            1,493Accounts
      payable
            
            
            1,296
            
            
            
            1,296Total
      Current Liabilities
            
            
            2,789
            
            
            
            2,789Long
      Term Liabilities:
            
            
            -
            
            
            
            -Total
      Liabilities
            
            
            2,789
            
            
            
            2,789Commitments
      and ContingenciesStockholders’
      Equity:Preferred
      stock, par value $0.001; 10,000,000 shares authorized, no issued and
      outstanding as ofDecember
      31, 2008 and 2007, respectively
            
            
            -
            
            
            
            -Common
      stock, $0.001 par value; 40,000,000 authorized; 1,000,000 issued and
      outstanding as ofDecember
      31, 2008 and 2007, respectively
            
            
            1,000
            
            
            
            1,000Additional
      paid in capital
            
            
            6,500
            
            
            
            16,500Accumulated
      deficit during development stage
            
            
            (4,151
            )
            
            
            (3,290
            )Total
      Stockholders' Equity
            
            
            3,349
            
            
            
            14,210Total
      Liabilities and Stockholders' Equity
            
            $
            6,138
            
            
            $
            16,999







See the
accompanying footnotes to audited financial statements


F-3




MONDO
      ACQUISITION III, INC.(A
      DEVELOPMENT STAGE COMPANY)STATEMENT
      OF LOSSESFOR
      THE  YEARS  ENDED DECEMBER 31, 2008 AND
      2007
              FROM
      OCTOBER 30, 2006 (DATE OF INCEPTION) TO DECEMBER 31,
  2008






For
      the Year
              Ended
              December
      31,
              2008
            
            
            For
      the Year
              Ended
              December
      31,
              2007
            
            
            For
      the Period
              FromOctober
      30,
              2006
              (Date
      of Inception)
              to
              December
      31,
              2008Operating
      Expenses:Selling,
      general and administrative
            
            $
            861
            
            
            $
            1,797
            
            
            $
            4,151Net
      loss
            
            $
            (861
            )
            
            $
            (1,797
            )
            
            $
            (4,151
            )Net
      loss per common share (basic and fully diluted)
            
            $
            (0.001
            )
            
            $
            (0.002
            )
            
            $
            (0.004
            )Weighted
      average of common shares outstanding (basic and fully
    diluted)
            
            
            1,000,000
            
            
            
            1,000,000
            
            
            
            1,000,000









See the
accompanying footnotes to audited financial statements


F-4




MONDO
ACQUISITION III, INC


(A
DEVELOPMENT STAGE COMPANY)


STATEMENT
OF STOCKHOLDER'S EQUITY


FROM
OCTOBER 30, 2006 (DATE OF INCEPTION) TO DECEMBER 31, 2008







Preferred
      stock
            
            
            Common
      stock
            
            
            Paid-in-
            
            
            Accumulated
              deficit
      during developmentShares
            
            
            Amount
            
            
            Shares
            
            
            Amount
            
            
            capital
            
            
            stage
            
            
            TotalBalance-October
      30, 2006
            
            
            -
            
            
            $
            -
            
            
            
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Common
      stock issued to founders
            
            
            -
            
            
            
            -
            
            
            
            1,000,000
            
            
            
            1,000
            
            
            
            16,500
            
            
            
            -
            
            
            
            17,500Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (1,493
            )
            
            
            (1,493
            )Balance
      - December 31, 2006
            
            
            -
            
            
            
            -
            
            
            
            1,000,000
            
            
            
            1,000
            
            
            
            16,500
            
            
            
            (1,493
            )
            
            
            16,007Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (1,797
            )
            
            
            (1,797
            )Balance
      - December 31,  2007
            
            
            -
            
            
            $
            -
            
            
            
            1,000,000
            
            
            $
            1,000
            
            
            $
            16,500
            
            
            $
            (3,290
            )
            
            $
            14,210Net
      loss
            
            
            
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (861
            )
            
            
            (861
            )Return
      of capital to founders
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (10,000
            )
            
            
            -
            
            
            
            (10,000
            )Balance
      - December 31, 2008
            
            
            -
            
            
            $
            -
            
            
            
            1,000,000
            
            
            $
            1,000
            
            
            $
            6,500
            
            
            $
            (4,151
            )
            
            $
            3,255









See the
accompanying footnotes to audited financial statements


F-5


MONDO
ACQUISITION III, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENT
OF CASH FLOWS


FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007


FROM
OCTOBER 30, 2006 (DATE OF INCEPTION) TO DECEMBER 31, 2008






For
      the Year
              Ended
              December
      31,
              2008
            
            
            For
      the Year
              Ended
              December
      31,
              2007
            
            
            For
      the Period
              From
              October
      30,2006
              (Date
      of Inception )
              to
      December 31,
              2008Cash
      Flow from Operating Activities:Net
      loss
            
            $
            (861
            )
            
            $
            (1,797
            )
            
            $
            (4,151
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Changes
      in operating assets and liabilities:Accounts
      payable and accrued expenses
            
            
            -
            
            
            
            1,296
            
            
            
            2,789Net
      Cash Provided By Operating Activities
            
            
            (861
            )
            
            
            (501
            )
            
            
            (1,362
            )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
            )
            
            
            
            
            
            
            (10,000)Net
      Cash Provided By Financing Activities:
            
            
            (10,000
            )
            
            
            -
            
            
            
            7,500Net
      (Decrease)/Increase in Cash and Cash Equivalents
            
            
            (10,861
            )
            
            
            (501
            )
            
            
            6,138Cash
      and Cash Equivalents at beginning of period
            
            
            16,999
            
            
            
            17,500
            
            
            
            -Cash
      and Cash Equivalents at end of period
            
            $
            6,138
            
            
            $
            16,999
            
            
            $
            6,138







See the
accompanying footnotes to audited financial statements


F-6




MONDO
ACQUISITION III, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


DECEMBER
31, 2008





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-7




MONDO
ACQUISITION III, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


DECEMBER
31, 2008




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 year ending December 31, 2008.




(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:




SFAS No.
141(R), “Business Combinations” — This statement includes a number of changes in
the accounting and disclosure requirements for new business combinations
occurring after its effective date.  The changes in accounting
requirements include: acquisition costs will be expensed as incurred;
noncontrolling (minority) interests will be valued at fair value; acquired
contingent liabilities will be recorded at fair value; acquired research and
development costs will be recorded at fair value as an intangible asset with
indefinite life; restructuring costs will generally be expensed subsequent to
the acquisition date; and changes in deferred tax asset valuation allowances and
changes in income tax uncertainties after the acquisition date will generally
affect income tax expense.  The statement is effective for new
business combinations occurring on or after the first reporting period beginning
on or after December 15, 2008.




SFAS No.
160, “Noncontrolling Interests in Consolidated Financial
Statements:  An Amendment of ARB No. 51” —  This statement
changes the accounting and reporting for noncontrolling (minority) interests in
subsidiaries and for deconsolidation of a subsidiary.  Under the
revised basis, the noncontrolling interest will be shown in the balance sheet as
a separate line in equity instead of as a liability.  In the income
statement, separate totals will be shown for consolidated net income including
noncontrolling interest, noncontrolling interest as a deduction, and
consolidated net income attributable to the controlling interest. In addition,
changes in ownership interests in a subsidiary that do not result in
deconsolidation are equity transactions if a controlling financial interest is
retained. If a subsidiary is deconsolidated, the parent company will now
recognize gain or loss to net income based on fair value of the noncontrolling
equity at that date.  The statement is effective prospectively for
fiscal years and interim periods beginning on or after December 15, 2008, but
upon adoption will require restatement of prior periods to the revised bases of
balance sheet and net income presentation.




F-8




MONDO
ACQUISITION III, INC.


(DEVELOPMENT
STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


DECEMBER
31, 2008





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 December
31, 2008 and December 31, 2007. As of December 31, 2008 and December 31, 2007
the Company had no preferred stock issued and outstanding.







F-9


MONDO ACQUISITION III,
INC.


(DEVELOPMENT
STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


DECEMBER
31, 2008





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 $4,100 will expire through 2026, subject to limitations
of Section 382 of the Internal Revenue Code, as amended. The deferred tax asset
related to the carryforward 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-10


Item
9.Changes In and Disagreements with
Accountants on Accounting and Financial
Disclosure.




None.




Item 9A.Controls and
Procedures.




Evaluation of Disclosure
Controls and Procedures.





We
maintain "disclosure controls and procedures," as such term is defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange
Act"), that are designed to ensure that information required to be disclosed by
us in reports that we file or submit under the Exchange Act is recorded,
processed, summarized, and reported within the time periods specified in
Securities and Exchange Commission rules and forms, and that such information is
accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. In designing and evaluating our disclosure
controls and procedures, management recognized that disclosure controls and
procedures, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the disclosure
controls and procedures are met. Additionally, in designing disclosure controls
and procedures, our management necessarily was required to apply its judgment in
evaluating the cost-benefit relationship of possible disclosure controls and
procedures. The design of any disclosure controls and procedures 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
goals under all potential future conditions.





As of December 31, 2008, we carried out an
evaluation, under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based on this
evaluation, our Chief Executive Officer and Chief 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.





Management’s Report of
Internal Control over Financial Reporting.




We are
responsible for establishing and maintaining adequate internal control over
financial reporting in accordance with Exchange Act Rule 13a-15.  With
the participation of our Chief Executive Officer and Chief Financial Officer,
our management conducted an evaluation of the effectiveness of our internal
control over financial reporting as of December 31, 2008 based on the criteria
established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.  Based on this evaluation,
management concluded that our internal control over financial reporting was
effective as of December 31, 2008, based on those criteria.  A control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are
met.  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.




This
annual report does not include an attestation report of the Company’s registered
accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission.




Changes in Internal
Controls.




During
the three months ended December 31, 2008, there were no changes in our internal
control over financial reporting identified in connection with the evaluation
required by paragraph (d) of Rule 13a-15 or Rule 15d-15 that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.







12


PART
III





Item 10.Directors, Executive Officers,
Promoters, Control Persons and Corporate Governance; Compliance with Section
16(a) of the Exchange Act.




Our
directors, executive officers, significant employees, as well as their ages and
the positions they held, as of December 31, 2008, are set forth
below.  Our directors hold office until our next annual meeting of
stockholders and until their successors in office are elected and
qualified.  All of our officers serve at the discretion of our Board
of Directors.  There are no family relationships among our executive
officers and directors.




NAME
            AGE
            POSITIONThomas A. Rose
            47
            President and DirectorMarc J. Ross
            46
            Secretary and DirectorDarrin
      M. Ocasio
            38
            Director





Thomas A. Rose, President
and Director


Mr. Rose
has served as President and Director of the Company since its inception. Since
February 2000, Mr. Rose has been a member of Sichenzia Ross Friedman Ference
LLP, a New York city based law firm that provides representation in all matters
involving the securities industry, as well as in all general corporate and
litigation matters. From 1991 until 1999, Mr. Rose was a partner of Schneck,
Weltman & Hashmall LLP. Mr. Rose received his Juris Doctor Degree from the
Benjamin N. Cardozo School of Law in 1986 and a B.S. in Finance from New York
University in 1983.





Marc J. Ross, Secretary and
Director


Mr. Ross
has served as Secretary and Director of the Company since its inception. Since
May 1998, Mr. Ross has been a founding member of Sichenzia Ross Friedman Ference
LLP, a New York city based law firm that provides representation in all matters
involving the securities industry, as well as in all general corporate and
litigation matters. Mr. Ross received his B.A. in Economics from the State
University of New York at Albany in 1984 and his Juris Doctor degree from
Hofstra University School of Law in 1987.





Darrin M. Ocasio,
Director


Mr.
Ocasio has served as Director of the Company since its
inception.  Since 2000, Mr. Ocasio has been an attorney at Sichenzia
Ross Friedman Ference LLP, a New York city based law firm that provides
representation in all matters involving the securities industry, as well as in
all general corporate and litigation matters.  Mr. Ocasio has been a
member of Sichenzia Ross Friedman Ference LLP since 2005.  Mr. Ocasio
received his Juris Doctor Degree from New York Law School in 2000.





The term
of office of each director expires at our annual meeting of stockholders or
until their successors are duly elected and qualified.





Significant
Employees.





As of the
date hereof, the Company has no significant employees.





The Board
of Directors acts as the Audit Committee and the Board has no separate
committees. The Company has no qualified financial expert at this time because
it has not been able to hire a qualified candidate. Further, the Company
believes that it has inadequate financial resources at this time to hire such an
expert. The Company intends to continue to search for a qualified individual for
hire.







13




Involvement in Certain Legal
Proceedings


To our
knowledge, during the past five years, none of our directors, executive
officers, promoters, control persons, or nominees has been:




•
            the
      subject of any bankruptcy petition filed by or against any business of
      which such person was a general partner or executive officer either at the
      time of the bankruptcy or within two years prior to that
    time;





•
            convicted
      in a criminal proceeding or is subject to a pending criminal proceeding
      (excluding traffic violations and other minor
  offenses);





•
            subject
      to any order, judgment, or decree, not subsequently reversed, suspended or
      vacated, of any court of competent jurisdiction, permanently or
      temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities or banking activities;
      or





•
            found
      by a court of competent jurisdiction (in a civil action), the Commission
      or the Commodity Futures Trading Commission to have violated a federal or
      state securities or commodities
law.





Code of Ethics





We have
not adopted a Code of Business Conduct and Ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions because of the small number
of persons involved in the management of the Company.




Nominating
Committee





We have
not adopted any procedures by which security holders may recommend nominees to
our Board of Directors.





Audit
Committee





The Board
of Directors acts as the audit committee. The Company does not have a qualified
financial expert at this time because it has not been able to hire a qualified
candidate. Further, the Company believes that it has inadequate financial
resources at this time to hire such an expert. The Company intends to continue
to search for a qualified individual for hire.





Compliance with Section
16(a) of the Exchange Act




Section
16(a) of the Securities Exchange Act of 1934 requires our officers and
directors, and persons who own more than 10 percent of a registered class of our
equity securities, to file reports of ownership and changes in ownership with
the SEC. During the fiscal year ended December 31, 2008, all Section 16(a)
filing requirements applicable to our officers, directors and greater than 10%
beneficial owners were complied with.




Item
11.Executive
Compensation





None of
the Company’s officers or directors has received any cash remuneration since
inception. Officers will not receive any remuneration upon completion of the
offering until the consummation of an acquisition. No remuneration of any nature
has been paid for or on account of services rendered by a director in such
capacity. None of the officers and directors intends to devote more than a few
hours a week to our affairs.





It is
possible that, after the Company successfully consummates a business combination
with an unaffiliated entity, that entity may desire to employ or retain one or a
number of members of our management for the purposes of providing services to
the surviving entity. However, the Company has adopted a policy whereby the
offer of any post-transaction employment to members of management will not be a
consideration in our decision whether to undertake any proposed
transaction.




14





No
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs have been adopted by the Company for the benefit of its
employees.





There are
no understandings or agreements regarding compensation our management will
receive after a business combination that is required to be included in this
table, or otherwise.





Item 12.Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder
Matters.




The
following tables set forth certain information as of March 6, 2009, regarding
(i) each person known by the Company to be the beneficial owner of more than 5%
of the outstanding shares of Common Stock, (ii) each director, nominee and
executive officer of the Company and (iii) all officers and directors as a
group.





Name
      and Address
            Amount
      and Nature of Beneficial Ownership
            Percentage
      of ClassMondo
      Management Corp. (1)
              61
      Broadway, 32 nd
      Floor
              New
      York, NY  10006
            1,000,000
            100%Thomas
      A. Rose
              61
      Broadway, 32 nd
      Floor
              New
      York, NY  10006
            0
            0%Marc
      J. Ross
              61
      Broadway, 32 nd
      Floor
              New
      York, NY  10006
            0
            0%Darrin
      M. Ocasio
              61
      Broadway, 32 nd
      Floor
              New
      York, NY  10006
            0
            0%All
      Officers and Directors as a group (3 individuals)
            0
            0%





(1)
            Gregory
      Sichenzia, Marc J. Ross, Richard A. Friedman, Michael Ference, Thomas A.
      Rose, Jeffrey Fessler and Darrin M. Ocasio have shared voting and
      dispositive power over the shares of common stock held by Mondo Management
      Corp.





Item
13.Certain
Relationships And Related Transactions, and Director Independence





Thomas A.
Rose, President and Director, is a partner at Sichenzia Ross Friedman Ference
LLP, an entity providing legal services to the Company. The Company recorded the
fair value of such legal services to reflect all the costs of doing business in
the Company’s financial statements.





Marc J.
Ross, Secretary and Director of the Company, is a partner at Sichenzia Ross
Friedman Ference LLP, an entity providing legal services to the Company. The
Company recorded the fair value of such legal services to reflect all the costs
of doing business in the Company’s financial statements.




Darrin M.
Ocasio, Director of the Company, is a partner at Sichenzia Ross Friedman Ference
LLP, an entity providing legal services to the Company. The Company recorded the
fair value of such legal services to reflect all the costs of doing business in
the Company’s financial statements.





The
Company utilizes the office space and equipment of its officers and directors at
no cost. Management estimates such costs to be immaterial.





None
of our directors is independent as defined under the Nasdaq Marketplace
Rules.





15




Item 14.Principal Accounting Fees and
Services.




Audit
Fees




For our
fiscal year ended December 31, 2008, we were billed approximately $1,000 for
professional services rendered for the audit and reviews of our financial
statements. For our fiscal year ended December 31, 2007, we were billed
approximately $0 for professional services rendered for the audit and reviews of
our financial statements.





Other Audit Related
Fees





For our
fiscal years ended December 31, 2008 and 2007, we were not billed for
professional services rendered to other audit related fees.




Tax Fees




For our
fiscal years ended December 31, 2008 and 2007, we were not billed for
professional services rendered for tax compliance, tax advice, and tax
planning.




All Other
Fees




We did
not incur any other fees related to services rendered by our principal
accountant for the fiscal years ended December 31, 2008 and 2007.





Our Board
of Directors has adopted a procedure for pre-approval of all fees charged by our
independent auditors. Under the procedure, the Board approves the engagement
letter with respect to audit, tax and review services. Other fees are subject to
pre-approval by the Board, or, in the period between meetings, by a designated
member of Board. Any such approval by the designated member is disclosed to the
entire Board at the next meeting. The audit and tax fees paid to the auditors
with respect to fiscal year 2008 were pre-approved by the entire Board of
Directors.




Item 15.Exhibits and Financial Statement
Schedules.





The
following documents are filed as a part of this report or incorporated herein by
reference:





(1)           Our
Financial Statements are listed on page F-1 of this Annual Report.


(2)           Financial
Statement Schedules:





None





(3)           Exhibits:





The
following documents are included as exhibits to this Annual Report:






Exhibit No.
            
            Title
      of Document3.1
            
            Articles
      of Incorporation (Incorporated by reference to exhibit 3.1 on Form 10-SB
      filed on May 2, 2007).3.2
            
            Bylaws
      (Incorporated by reference to exhibit 3.2 on Form 10-SB filed May 2,
      2007).31
            
            Certification
      of principal executive officer and principal financial officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.  (Filed
      herewith)32
            
            Certification
      of principal executive officer and principal financial officer pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002. (Filed
      herewith)







16




SIGNATURES





In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.






MONDO
      ACQUISITION III, INC.Date:  March
      6, 2009
            By:
            /s/ Thomas
      A. RoseThomas
      A. RosePresident
      and Director (Principal Executive Officer & Principal Financial
      Officer)




Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.


Name
            Position
            Date/s/
      Thomas A.
      Rose
              Thomas
      A. Rose
            President
      and Director (Principal Executive Officer,  Principal
              Financial
      Officer, Principal Accounting Officer)
            March
      6, 2009/s/ Marc J.
      Ross
              Marc
      J. Ross
            Secretary
      and Director
            March
      6, 2009/s/ Darrin M.
      Ocasio
              Darrin
      M. Ocasio
            Director
            March
      6, 2009








17