UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                                 SEC FILE NUMBER
                                     -------

                           NOTIFICATION OF LATE FILING

(CHECK ONE):    |X| Form 10-K     |_| Form 20-F    |_| Form 11-K   [_] Form 10-Q
CUSIP NUMBER
                |_|  Form N-SAR

       For        Period   Ended:   December 31, 2005

                  Transition Report on Form 10-K [ ]
                  Transition Report on Form 20-F [ ]
                  Transition Report on Form 11-K [ ]
                  Transition Report on Form 10-Q [ ]
                  Transition Report on Form N-SAR

       For the Transition Period Ended: _______________________________________


Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

- --------------------------------------------------------------------------------
PART I - REGISTRANT INFORMATION

FRANKLYN RESOURCES III, INC.
- --------------------------------------------------------------------------------
Full Name of Registrant


- --------------------------------------------------------------------------------
Former Name if Applicable

PO Box 461029
- --------------------------------------------------------------------------------
Address of Principal Executive Officer (Street and Number)

Glendale, CO  80246
- --------------------------------------------------------------------------------
City, State and Zip Code

                        PART II - RULES 12b-25(b) AND (C)

     If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25)b), the
following should be completed. (Check box if appropriate)

     X    (a)The reasons described in reasonable detail in Part III of this form
          could not be eliminated without unreasonable effort or expense;

     X    (b) The subject annual report, semi-annual report, transition report
          on From 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be
          filed on or before the fifteenth calendar day following the prescribed
          due date; or the subject quarterly report of transition report Form
          10-Q, or portion thereof will be filed on or before the fifth calendar
          day following the prescribed due date; and

          (c)The accountant's statement or other exhibit required by Rule
          12-b-25(C) has been attached if applicable.


                              PART III - NARRATIVE

     State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)

     The registrant could not file its Form 10-KSB within the prescribed time
period because the registrant's independent public accounting firm needed
additional time to complete its audit.


                           PART IV - OTHER INFORMATION

     (1)  Name and  telephone  number  of person  to  contact  in regard to this
          notification

              Frank L. Kramer                  (303)          394-1187
                 (Name)                    (Area Code)     (Telephone Number)

     (2)  Have all other periodic reports required under Section 13 or 15(d) of
          the Securities Exchange Act of 1934 or Section 30 of the Investment
          Company Act of 1940 during the preceding 12 months (of for such
          shorter) period that the registrant was required to file such reports)
          been filed? If answer is no, identify report(s). [X]Yes |_| No

          ----------------------------------------------------------------------

     (3)  Is it anticipated that any significant change in results of operations
          from the corresponding period for the last fiscal year will be
          reflected by the earnings statements to be included in the subject
          report or portion thereof? |_| Yes [X]No

     If   so, attach an explanation of the anticipated change, both narratively
          and quantitatively, and, if appropriate, state the reasons why a
          reasonable estimate of the results cannot be made.


- --------------------------------------------------------------------------------

                           FRANKLYN RESOURCES III, INC.
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date 03/29/2006                      By  /s/ Frank L. Kramer
                                         -------------------
                                         Frank L. Kramer
                                         President and Principal Executive
                                         Officer