8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 26, 2006

Franklyn Resources III, Inc.

(Exact name of registrant as specified in its charter)

Nevada	0-30017	84-1491682
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

234-5149 Country Hills Blvd. NW; Suite 429, Calgary, Alberta, Canada T3A 5K8

(Address of principal executive offices)

Registrant’s telephone number, including area code: (832) 274-3766

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4.01 Changes in Registrant’s Certifying Accountants.

On July 28, 2006, our board of directors dismissed Comiskey & Company, P.C. (“Comiskey”) as our independent registered accounting firm and selected Rotenberg and Co., LLP (“Rotenberg”) to serve as our independent registered accounting firm for the year ending December 31, 2006. As part of Rotenberg’s engagement, Rotenberg will also audit our financial statements at December 31, 2005. At no time since its engagement has Rotenberg had any direct or indirect financial interest in or any connection with us or any of our subsidiaries other than as independent accountant.

Our financial statements at December 31, 2005 and 2004 and for the years ended December 31, 2005 and 2004, and for the period from inception (March 2, 1999) to December 31, 2005 were audited by Comiskey. The audit report of Comiskey for 2005 and 2004 included a going-concern qualification and stated that our negative working capital and deficit in equity raised substantial doubt about our ability to continue as a going concern. Except for this going-concern qualification, the report on our financial statements for both 2005 or 2004 did not contain any adverse opinion or disclaimer of opinion, or was modified as to uncertainty, audit scope or accounting principles. There were no disagreements with Comiskey during the period 2005 or 2004 or any subsequent interim period through the date of dismissal on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which disagreements, if not resolved to Comiskey’s satisfaction, would have caused it to make reference to the subject matter of the disagreements in connection with its report.

Rotenberg served as the independent accountant for our subsidiary, Qingdau Sinogas General Machinery Corporation, a Chinese corporation, for the year ended December 31, 2005 and the period October 29, 2004 (inception) to December 31, 2004.

Item 9.01 Financial Statements and Exhibits.

Exhibits
16.1	Letter from Comiskey & Company, P.C.
99.1	Agreement dated July 6, 2006, by and among the Company, Barron Partners LP, the other investors named in Schedule A to the securities purchase agreement dated June 2, 2006, and IRA FBO John P. O’Shea, Pershing LLC as Custodian*

*Previously filed.

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 hereunto duly authorized.

	FRANKLYN RESOURCES III, INC.
	(Registrant)
Date: August 9, 2006	/s/    Bo Huang
	Bo Huang, Chief Executive Officer

EX-16.1

Exhibit 16.1

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

We were previously the independent registered accountants for Franklyn Resources III, Inc., a development stage corporation (the “Corporation”) and on March 21, 2006, we reported on the financial statements of the Corporation as of December 31, 2005 and the related statements of operations, stockholders' equity (deficit), and cash flows for the years ended December 31, 2005 and 2004, and for the period from inception (March 2, 1999) to December 31, 2005.

On July 28, 2006, we were dismissed as independent registered accountants of the Corporation. We have read the Corporation’s statements included under Item 4.01 of its Form 8-K/A for July 26, 2006, and we agree with such statements, except that we are not in a position to agree or disagree with the statement that the Corporation’s board of director’s approved the dismissal of Comiskey & Company, P.C. and approved the retaining of Rotenberg and Co., LLP as the Corporation’s independent registered accounting firm.

s/ Comiskey & Company, P.C.

Comiskey & Company, P.C.

Denver, Colorado

August 9, 2006

CORRESP

August 9, 2006

Securities and Exchange Commission

Washington, DC 20549

Attention: Mr. Blaise Rhodes, Staff Accountant
 Mail Stop 3561

Re:	Franklyn Resources III, Inc.
	Item 4.01 Form 8-K, Filed 7/31/06
	File No. 000-30017

Ladies and Gentlemen:

Franklyn Resources III, Inc. (the “Company”), is filing a Form 8-K/A in response to the questions raised by the Commission in its letter of comments dated August 1, 2006. Set forth below is the Company’s response to Commission’s comments.

1. We note your statement that the audit report of Comiskey & Company, PC, that presented December 31, 2004 and 2005, included a going concern qualification. Item 304(a)(1) (ii) of Regulation S-B requires a statement whether the accountant’s report on the financial statements for either of the past two years contained an adverse opinion or a disclaimer of opinion or was qualified or modified as to uncertainty, audit scope or accounting principles; and a description of the nature of each such adverse opinion, disclaimer of opinion, modification or qualification. Please revise to include a statement that specifically addresses all of the above items relating to the audit reports for each of the past two years.

The requested disclosure has been included in the Form 8-K/a.

2. The disclosure should also specifically state whether during the registrant’s two most recent fiscal years andany subsequentinterimperiodthroughthe date of resignation declination or dismissal there were any disagreements with the former accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), ifnot resolved to the satisfaction ofthe former accountant, would have caused it to make a reference to the subjectmatter ofthe disagreement(s) in connectionwith its reports.

The requested disclosure has been included in the Form 8-K/A.

3. Please obtain and file an Exhibit 16 letter from the former accountants stating whether the former accountant agrees with your revised Item 304 disclosures, or the extent to which the accountant does not agree.

Comiskey & Company, PC has revised the revised disclosure and a currently dated Exhibit 16.1 has been included with the Form 8-K/A.

Notwithstanding the comments of the staff, we hereby acknowledge:

•   We are responsible for the adequacy and accuracy of the disclosure in the filing.

•   Staff comments or changes in response to staff comments in the proposed disclosure in do not foreclose the Commission from taking any action with respect to the filing; and

•   We may not assert staff comment may as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours, 

s/ Bo Huang 

Bo Huang 

Chief Executive Officer