SecProbe.io

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      January 19, 2005

Mail Stop 0409

Lawrence M. Nault
President
Axiom III, ,Inc.
2341 Boston Road
Wilbraham, MA  01095

Re:	Axiom III, Inc.
Amendment No. 1 to Registration Statement on Form SB-2
Filed December 15, 2004
	File No. 333-120967

Dear Mr. Nault:
      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. We note that your registration statement registers 920,000
common
shares; however, the transactions described in the prospectus
appear
to involve the sale of 1,120,0000 shares.  Supplementally, please
tell us which transactions you intend to register on the Form SB-
2.
Alternatively, please revise to register the full 1,120,000
shares.

2. With respect to the shares being registered for resale by China
World Trade Corp. and its shareholders, it appears that you are
attempting to conduct an at-the-market offering because you are
offering your securities into the trading market at other than a
fixed price.  Under Rule 415, you must be eligible to use Form S-3
for a primary offering in order to conduct an at-the-market
offering.
Since you are not eligible to use Form S-3 for a primary offering,
you may not make an at-the-market offering and instead must fix
the
price at which all shares on this registration statement will be
sold.  Please revise your prospectus to reflect a fixed price.

3. Please revise to paginate your document.

4. In all future amendments, please file marked copies to indicate
clearly and precisely, by underling or in some other appropriate
manner, the changes effected in the registration statement by the
amendment.  See Rule 472 of Regulation C.

Registration Statement Facing
5. In all future amendments, please revise your cover page to
number
each amendment consecutively in the order in which it was filed.
See
Rule 470 of Regulation C.

6. Please revise footnote (1) to your fee table to identify the
specific provision in Rule 457 that you used to estimate the
registration fee.

Prospectus Cover Page

7. Please provide a reference to the applicability of the penny
stock
rules to transactions in Axiom III`s securities.

Prospectus Summary
8. Please include the following in your summary:
* that there is substantial doubt about your ability to continue
as a
going concern;
* you have incurred losses since inception; and
* and your total accumulated deficit.

	The Offering
9. Please clarify for us why you have indicated that 3,820,000
shares
are being offered by selling security holders.  You have stated
elsewhere that 720,000 shares of your common stock are being
offered
by selling security holders.  Please address this comment
throughout
your filing.

10. Please clarify for us why you have indicated that a dividend
of
one share of your common stock will be distributed for each one
hundred and thirty shares of China World Trade common stock.  You
have stated elsewhere that the distribution will be on the basis
of
one share of your common stock for each eleven shares of China
World
Trade common stock.  Please address this comment throughout your
registration statement.

Tax Consequences of the China World Trade Distribution

11. Please revise to indicate when you will apply to be listed on
the
OTCBB.  Further, revise here and throughout to delete references
to
"listing" on the OTCBB since it is a quotation medium for
subscribing
members, rather than an issuer listing service.  Please revise
accordingly.

12. You indicate that as of September 30, 2004, the taxable
dividend
value of each of your shares to be distributed to China World
Trade
stockholders was $0.0033.  Please revise to define the term
"taxable
dividend value."

      Financial Summary Information

13. Please revise the summary to include financial data for the
nine
month period ended September 30, 2004.

Risk Factors

14. Some of your risk factors fail to specifically state the risk
that may flow from the facts and circumstances you describe.  For
example, under Our Principal stockholder controls our business
affairs...you fail to state the risk that will result from the
facts
you describe.  Please review and revise your risk factors to state
the specific risk that will result from the facts you describe.

15. Please avoid using generic conclusions such as "adverse
effect"
or "material adverse effect" when describing the risks` effects.
Replace this and similar language with specific disclosure of how
you, your business, financial condition and results of operations
would be affected by the facts you describe.

Investing in the shares of common stock offered in this prospectus
involves a high degree of risk...

16. Please revise this risk factor to add a discussion of how this
risk affects Axiom or the securities being offered.

      We do not expect to pay dividends on our common stock

17. Explain why the fact that you do not intend to pay dividends
makes this offering speculative or risky.  Alternatively, you may
delete this risk factor.

      We have substantial near-term capital needs...

18. It appears that you have attempted to "bundle" two risks
within
this single caption.  For example:

* the risk associated with failing to obtain additional funding in
the next twelve months; and

* the risks associated with the issuance of additional securities
creating dilution.

      Please consider revising this risk factor to separate the
different risks.

19. Please revise to quantify the amount of capital you will need
over the next twelve months to develop your business.

      Our principal stockholder control our business affairs...

20. You indicate that you key director, Mr. Duane Bennett, is the
beneficiary of "this trust."  Please revise to provide a brief
discussion of "this trust."

We do not have any plans to hire additional personnel for at least
the next twelve months...

21. We note your statement that there may be additional demand for
your services.  Please revise to describe the services you are
referring to in the risk factor.

Our operations are subject to possible conflicts of interest that
may
negatively impact our ability to make a profit from this
investment.

22. Please revise your disclosure to identify the other business
activities in which your officers and directors are currently
engaged
and how such involvement may create a conflict of interest.
Further,
please revise to discuss in detail how your officers and directors
conflicts of interest would affect your company and your
investors.
Finally, if your officers` and directors` involvement in other
business activities detracts from their ability to devote time and
resources to Axiom III, please discuss this in all relevant
portions
of the prospectus.

      We have incurred losses from operations...

23. Please revise to disclose your accumulated deficit.

Dilution

24. In light of the fact that we view a portion of this offering
as a
primary offering by or on behalf of Axiom III, please reconsider
your
disclosure obligations under Item 506 of Regulation S-B.  Provide
the
required disclosure or tell us why you believe no additional
disclosure is necessary.

Selling Security Holders

25. Please identify, by footnote or otherwise, the natural persons
that control each selling stockholder that is not a natural
person.

26. We note that you are registering the resale by China World
Trade
Corp. shareholders.  Accordingly, please include the information
relating to these selling shareholders required by Item 507 of
Regulation S-B.  Identify any selling shareholder that is a
registered broker-dealer or an affiliate of a registered broker-
dealer.

Plan of Distribution

27. It appears that China World Trade Corp. is an underwriter in
regard to the distribution of Axiom III`s shares to China World
Trade
Corp.`s shareholders.  Accordingly, revise your disclosure here
and
throughout to affirmatively state that China World Trade is an
underwriter.

28. Please revise here and throughout to indicate that the China
World Trade Corp. selling shareholders are underwriters rather
than
may be considered underwriters.  Further, provide any additional
disclosure required by Item 508 of Regulation S-B.

The China World Trade Dividend

29. We note that China World Trade shareholders will not be
required
to pay any cash or other consideration to receive your common
stock
in the distribution.  Supplementally tell us whether you believe
the
value of those securities should be viewed as underwriters
compensation.  If so, please revise to disclose the value of the
securities as underwriters compensation.

30. We note that no fractional shares will be distributed.  Please
revise to clarify how China World Trade will treat fractional
amounts, such as by rounding down to the next whole share,
rounding
up, or paying cash in lieu of fractional shares.

Security Ownership of Certain Beneficial Owners and Management.

31. Please revise this table to include the addresses of Mr. Nault
and Mr. Kapinos.  See Item 403(b) of Regulation S-B.

Description of Securities

32. Please revise to describe any dividend rights for holders of
your
common stock.

Interests of Named Experts and Counsel

33. Please revise to confirm that Traci J. Anderson did not
receive a
direct or indirect interest in Axiom III.

Organization Within the Last Five Years

34. We note that by agreement dated June 30, 2004, Mr. Bennett`s
Northeast Nominee Trust exchanged 20 shares of Axiom First
Corporation for 2,500,000 shares of your common stock.   Please
revise to disclose the value of the property and describe how you
determined that value.  Also, disclose the value of the 2,500,000
securities issued to Northeast Nominee Trust.  Indicate the
percentage of Axiom III represented by those 2.5 million shares.

35. We note that Mr. Bennett assigned his rights under a property
management agreement to Axiom, so that Lessard Property
Management,
Inc. now manages the property for you.  Please revise to disclose
the
compensation Mr. Bennett or Lessard Property Management received
for
his assignment.  Further, indicate the value of the contract
between
Axiom III and Lessard Property.

36. We note that on or about August 8, 2004, you issued 200,000
shares of your common stock to China World for certain services.
Please revise to describe these services provided by China World.

Description of Business

      Overview of Our Market Area

37. Supplementally, provide us with copies of the January 22, 2004
issue of the Mortgage Bankers Association`s MBA Newslink, the NAI
Global Market Report, and the report by the Pioneer Valley
Planning
Commission.  These materials should be appropriately marked,
dated,
and refer to the page number on which they are cited.

Our Plan to Acquire Other Rental Properties

38. You indicate in the first paragraph under this heading that
you
will most likely seek properties in the Springfield, MA area for
the
next twelve months.  You also indicate in the third paragraph
under
this heading that you have a contract with China World Trade to
locate additional properties in China and that you anticipate that
you will begin to locate and negotiate for the purchase of
properties
during the second quarter of 2005.  Please revise to address this
apparent discrepancy or advise.

39. You indicate in the third paragraph under this heading that if
your revenues are not sufficient, you will rely upon capital
infusions from your director Duane Bennett.  Please revise your
MD&A
to indicate the maximum amount of funds Mr. Bernnett would commit.

Management`s Discussion of Analysis

Results of Operations (from inception, May 22, 2003, through
December
31, 2003)

40. Reference is made to your discussion of professional fees
during
2003.  Please clarify the services received for the $33,475 paid
in
connection with registering your stock including why amounts were
paid approximately 1 year prior to your initial filing on Form SB-
2.

Information on Previously Owned Companies of Mr. Duane Bennett

41. Supplementally, please tell us why you have included the
disclosure under this heading.  It is not clear why you believe
this
information is material to investors in Axiom III.

      Results of Operations (nine months ended September 30, 2004)

42. Please revise to provide a comparison of the nine months ended
September 30, 2004 with the period from May 22, 2003 to September
30,
2003.  In this regard, we note a comparison of these periods in
your
notes to the financials.

43. You indicate that total expenses for the nine months ended
September 30, 2004 were $1,020,869.  We also note that the
expenses
for the year ended December 31, 2003 were $36,820.  Please revise
to
explain why your expenses increased so significantly in 2004.
Also,
explain the specific services received in exchange for the
$992,500.
Finally, revise to discuss whether you believe this is a trend
that
may have a continuing effect on operations.

44. You indicate that you expect professional fees to increase to
around $30,000 per year for compliance.  However, we note that
expenses for 2004 already exceeded $30,000.  Please revise or
advise.

45. Expand your disclosure to describe the nature of services
received from the officers, directors and consultants for stock
issued.  For each, quantify the shares issued, value of services
and
per share amounts.  Also, please explain to us the reference to
the
stock being "subscribed" in the consolidated statements of cash
flows
and revise as necessary.   Further, advise us of what
consideration
was given to providing a statement of stockholders` equity
(deficit)
given the activity in the interim period.

Liquidity and Capital Resources (nine months ended September 30,
2004)

46. Please revise your disclosure to quantify the amount of
financing
you will need over the next 12 months to execute your business
plan.

47. Please revise your liquidity section to discuss the mortgage
obligations that you assumed from Mr. Bennett including the
payment
amounts, payment dates for interest and principal under each loan,
and interest rates and maturity dates.  In this regard, we note
your
discussion in the Description of Business section.

Description of Property

48. Supplementally, please tell us how you are able to use space
for
which you pay no rent and for which you have no agreement to use.

	Description of Real Estate and Operating Data

49. Please revise the discussion of your mortgages to state
whether
there are any prepayment provisions, maturity date and the balance
due at maturity assuming no prepayments. See Item 102(c)(2) of
Regulation S-B.

50. Revise your disclosure to outline briefly any program for
renovation or improvement of your property, including the
estimated
costs and the method of financing to be used.  If there are no
present plans for renovation or improvement, state so.  See Item
102(c)(4) of Regulation S-B.

51. Please revise to include all of the information required by
Item
102(c)(7) of Regulation S-B.

52. Please revise to explain the reference to $150 per project in
connection with the fees payable to