UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the quarterly period ended September 30, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from __________________ to ____________________
Commission file number 333-75044
Wentworth III, Inc.
-------------------
(Exact name of small business issuer as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
84-1588927
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(I.R.S. Employer Identification No.)
650 South Cherry Street, Suite 420, Denver, CO 80246
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(Address of principal executive offices)
(303) 320-1870
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(Issuer's telephone number)
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(Former name, former address and former fiscal year,
if changed since last report)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Check whether the registrant 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 [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 50,000 as of September 30,
2002.
Transitional Small Business Disclosure Format (Check one): YES [ ] NO [X]
WENTWORTH III, INC.
(a development stage company)
BALANCE SHEET
================================================================================
Sept. 30 December 31,
2002 2001
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(Unaudited)
ASSETS
Current assets:
Cash $ 223 $ 7,020
--------------------------------------------------------------------------------
Total current assets 223 7,020
Deferred offering costs 35,485 11,144
Total Assets $35,708 $18,164
================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accrued professional fees $31,361 $11,144
Due to officer 1,020
Accrued franchise taxes 842
--------------------------------------------------------------------------------
Total liabilities 32,381 11,986
Stockholders' Equity:
Preferred stock - $.01 par value; authorized
10,000,000 shares, none issued
Common stock - $.01 par value; authorized
40,000,000 shares, issued and outstanding
150,000 shares 1,500 1,500
Additional paid-in capital 6,000 6,000
Deficit accumulated during the development stage (4,173) (1,322)
--------------------------------------------------------------------------------
Stockholders' equity 3,327 6,178
--------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity $35,708 $18,164
WENTWORTH III, INC.
( a development stage company)
STATEMENT OF OPERATIONS
==========================================================================================================
Period from
Three-month Nine-month March 7, 2001
period ended period ended (date of inception)
Sept. 30, 2002 Sept. 30, 2002 to Sept. 30 2002
----------------------------------------------------------------------------------------------------------
(Unaudited)
Interest and dividend income $ 1 $ 24 $ 44
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Operating expenses:
Legal and accounting expenses - 1,099 1,099
Franchise taxes - - 842
Other general and administrative expenses 731 1,776 2,276
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Total operating expenses 731 2,875 4,217
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Net loss $ (730) $(2,851) $(4,173)
==========================================================================================================
Net loss per common share $ (0.00) $ (0.02) $ (0.03)
==========================================================================================================
Weighted average number of shares outstanding 150,000 150,000 150,000
==========================================================================================================
WENTWORTH III, INC.
(a development stage company)
STATEMENT OF STOCKHOLDERS' EQUITY
============================================================================================================
Deficit
Common Stock Accumulated
-------------------- Additional During the
Number Paid-in Development Stockholders'
of Shares Amount Capital Stage Equity
------------------------------------------------------------------------------------------------------------
Balance at inception (March 7, 2001) - $ - $ - $ - $ -
Issuance of common stock 150,000 1,500 6,000 - 7,500
Net loss for the period ended
December 31, 2001 - - - (1,322) (1,322)
------------------------------------------------------------------------------------------------------------
Balance at December 31, 2001 150,000 1,500 6,000 (1,322) 6,178
------------------------------------------------------------------------------------------------------------
Unaudited:
Net loss for the nine-months ended
Sept. 30, 2002 - - - (2,851) (2,851)
------------------------------------------------------------------------------------------------------------
Balance at Sept. 30, 2002 150,000 $1,500 $6,000 $(4,173) $3,327
WENTWORTH III, INC.
(a development stage company)
STATEMENT OF CASH FLOWS
===============================================================================================
Period from
Nine-month March 7, 2001
period ended (date of inception)
Sept. 30, 2002 to Sept. 30, 2002
-----------------------------------------------------------------------------------------------
(Unaudited)
Cash flows from operating activities:
Net loss $(2,851) $(4,173)
Adjustments to reconcile net loss to net cash used
in operating activities:
Changes in operating assets and liabilities:
Increase in accrued expenses (4,124) (4,124)
Decrease in accrued franchise taxes (842) -
-----------------------------------------------------------------------------------------------
Net cash used in operating activities (7,817) (8,297)
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Cash flow from investing activity - increase in - -
restricted cash
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Cash flows from financing activities:
Proceeds from the issuance of common stock - 7,500
Payment of offering costs - -
Loan from officer 1,020 1,020
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Net cash provided by financing activities 1,020 8,520
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Increase (decrease) in cash (6,797) 223
Cash at beginning of period 7,020 -
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Cash at end of period $ 223 $ 223
Supplemental schedule of noncash financing activity:
Expense accrued for offering costs $24,341 $35,485
Wentworth III, Inc.
(a Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2002
(unaudited)
1. FORMATION OF COMPANY
Wentworth III, Inc. (the "Company") was incorporated in the state of
Delaware on March 7, 2002. It intends to serve as a vehicle to effect a
business combination with a target business (not yet identified) that the
Company believes will have significant growth potential. The Company
intends to utilize the net proceeds of its initial public offering, equity
securities, debt securities, bank and other borrowings or a combination
thereof in effecting a business combination.
2. BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and the instructions to Form 10-QSB.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of
normal accruals) considered necessary for a fair presentation have been
included. Operating results for the three months ended September 30, 2002,
are not necessarily indicative of the results that may be expected for the
full fiscal year ended December 31, 2002.
3. INITIAL PUBLIC OFFERING
The Company has filed Form a SB-2 with the Securities and Exchange
Commission for the issuance of 50,000 shares of common stock at $1.00 per
share. Upon closing of the public offering of Common Stock of the Company,
KeyBank National Association will hold the public offering proceeds and the
stock certificates of the public investors in escrow pursuant to the Rule
419 of the Rules and Regulations of the Securities and Exchange Commission.
KeyBank will hold the proceeds and the stock certificates pursuant to Rule
419 until the approval of a business combination by the shareholders of the
Company. If the shareholders have not approved a business combination by
February 6, 2004, all proceeds will be promptly returned to the
shareholders and the stock certificates will be canceled. To date, the
Company has received approximately $8,400 from the offering with such
proceeds being held in escrow. These proceeds have not been recorded in the
Company's book and records at September 30, 2002.
Item 2. Management's Discussion And Analysis Or Plan Of Operation
This quarterly report on Form 10-QSB contains forward-looking statements.
Forward-looking statements are statements not based on historical information
and that relate to future operations, strategies, financial results or other
developments. Forward looking statements are necessarily based upon estimates
and assumptions that are inherently subject to significant business, economic
and competitive uncertainties and contingencies, many of which are beyond our
control and many of which, with respect to future business decisions, are
subject to change. These uncertainties and contingencies can affect actual
results and could cause actual results to differ materially from those expressed
in any forward-looking statements made by us or on our behalf. We disclaim any
obligation to update forward-looking statements.
Plan of Operation
We were organized as a vehicle to seek, investigate and, if such
investigation warrants, acquire a target company or business (such acquisition,
or other merger or combination with such a target company or business, a
"Business Combination") that primarily desires to seek the perceived advantages
of a publicly-held corporation. Our principal business objective is to seek
long-term growth potential through the acquisition of a business rather than
immediate, short-term earnings. Our search is not restricted to any specific
business, industry or geographical location.
We do not currently engage in any business activities that provide cash
flow. The bulk of our funds are to be raised in our securities offering (the
"Offering") pursuant to our amended registration statement on Form SB-2 (file
number 333-74952), as filed with the Securities and Exchange Commission on July
22, 2002, and declared effective as of August 6, 2002 (the "Registration
Statement"). In the Offering we plan to sell 50,000 shares of Common Stock at
$1.00 per share. The Offering is expected to close in November, 2002. The
proceeds of the Offering, after the release of $5,000 in permitted expenses,
will be held in an escrow account in accordance with Rule 419(b) of the
Securities Act of 1933, as amended, and Rule 15c2-4 of the Securities Exchange
Act of 1934. The costs of identifying, investigating and analyzing Business
Combinations will be paid with money in our treasury. Our stockholders will not
have the opportunity to participate in any of these decisions. We are sometimes
referred to as a "blank check" company because investors will entrust their
investment monies to our management without having a chance to analyze the
ultimate use to which their money may be put. Although substantially all of the
net proceeds, if any, of our securities offering are intended to be utilized
generally to effect a Business Combination and to pay expenses and fees related
thereto, the net proceeds are not otherwise designated for any specific
purposes. Investors will have an opportunity to evaluate the specific merits or
risks of only the Business Combination in which our management decides to enter.
Our management anticipates that it will likely be able to effect only one
Business Combination, due primarily to our limited proposed financing, and the
dilution of interest for present and prospective stockholders, which is likely
to occur as a result of our management's plan to offer a controlling interest to
a target business in order to achieve a tax free reorganization. This lack of
diversification should be considered a substantial risk in investing in us,
because it will not permit us to offset potential losses from one venture
against gains from another.
We have until 18 months following the date of our prospectus, i.e., until
February 6, 2004, to consummate a Business Combination with another entity. If
we fail to consummate such a combination, then we will return the escrowed funds
to our investors. Prior to such date, each investor will have an opportunity,
pursuant to a reconfirmation offer effected when such a combination is probable
(the details of which Business Combination will be set forth in a post-effective
amendment to our amended registration statement), to reconfirm their interest in
the potential Business Combination or have their funds returned, net of their
proportionate share of the $5,000 of permitted expenses. If we do not consummate
a Business Combination by February 6, 2004 and as a result we return funds to
our investors, we may decide to (i) initiate a new offering pursuant to Rule
419, (ii) liquidate and dissolve or (iii) pursue another business strategy to be
determined at such time.
Critical Accounting Estimate
----------------------------
We have recorded a full valuation allowance against our deferred tax asset
at September 30, 2002. This valuation allowance was recorded by the Company in
recognition of the uncertainty regarding the ultimate amount of income tax
benefits to be derived.
Selection of a Business
-----------------------
We may seek a business which has recently commenced operations, is a
developing company in need of additional funds for expansion into new products
or markets, is seeking to develop a new product or service, or is an established
business which may be experiencing financial or operating difficulties and is in
need of additional capital. In the alternative, a Business Combination may
involve the acquisition of, or merger with, a company which does not need
substantial
additional capital, but which desires to establish a public trading market for
its shares or seeks the perceived advantages of a publicly-held corporation.
We do not intend to advertise or promote ourselves to potential target
businesses. We intend to retain certain entities to act as "finders" to identify
and analyze the merits of potential target businesses. Apart from retaining of
finders to locate target companies, we are not presently considering hiring any
individual as a consultant. However, we cannot rule out the need for outside
consultants in the future. We have not made any decision regarding payment of
these consultants, if any are hired. It is likely that any finders will be
compensated through a payment consisting solely of our stock. Any compensation
paid to a finder will be in accordance and comply with all federal and state
securities laws.
Under Rule 419 of the Securities Act of 1933, as amended, we cannot acquire
a target business unless its fair value represents 80% of our Offering proceeds.
In addition, the Colorado Securities Act further requires, among other things,
that the proceeds of our Offering not be removed from the escrow account in
which they are currently held until 50% of the gross proceeds of the Offering
are committed to one or more specific lines of business. To determine the fair
market value of a target business, our management may examine the financial
statements, including balance sheets and statements of operations, cash flow and
stockholders' equity, of any candidate, focusing attention on its assets,
liabilities, revenue and net worth taking into account the business' business
plan, opportunity for growth and other measures generally used to evaluate
businesses. In addition, our management will participate in a personal
inspection of any potential target business. If we determine that the financial
statements of a proposed target business do not clearly indicate that its fair
value represents 80% of the Offering proceeds, we will obtain an opinion from an
investment banking firm which is a member of the National Association of
Securities Dealers, Inc. with respect to the satisfaction of such criteria.
Any target business that is selected may be a financially unstable company
or an entity in its early stages of development or growth, including entities
without established records of sales or earnings. In that event, we will be
subject to numerous risks inherent in the business and operations of financially
unstable and early stage or potential emerging growth companies. In addition, we
may effect a Business Combination with an entity in an industry characterized by
a high level of risk, and, although our management will endeavor to evaluate the
risks inherent in a particular target business, there can be no assurance that
we will properly ascertain or assess all significant risks.
We anticipate that the selection of a Business Combination will be complex.
Because of general economic conditions, rapid technological advances being made
in some industries and shortages of available capital, our management believes
that there are numerous firms seeking even the limited additional capital which
we will have and/or the benefits of becoming a publicly traded corporation. Such
perceived benefits of becoming a publicly traded corporation may include, among
other things, facilitating or improving the terms on which additional equity
financing may be obtained, providing liquidity for the principals of a business,
creating a means for providing incentive stock options or similar benefits to
key employees, providing liquidity (subject to restrictions of applicable
statutes) for all stockholders and other benefits. Potentially available
Business Combinations 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.
Our officers and directors will analyze or supervise the analysis of potential
Business Combinations. Our management intends to concentrate on identifying
preliminary prospective Business Combinations which may be brought to its
attention through the use of finders. While we have not established definitive
criteria for acquisition candidates, we intend to focus on candidates generally
satisfying the following criteria:
o Two years of audited financial statements,
o Five million dollars in annual revenue,
o Positive cash flow,
o Little or no debt,
o Five million dollars in shareholders' equity and
o Five or more employees.
In analyzing prospective Business Combinations, our management will also
consider such matters as:
o available technical, financial, and managerial resources,
o working capital and other financial requirements,
o history of operations, if any,
o prospects for the future,
o nature of present and expected competition,
o the quality and experience of management services which may be
o available and the depth of that management,
o the potential for further research, development, or exploration,
o specific risk factors not now foreseeable but which then may be
anticipated to impact on our proposed activities,
o the potential for growth or expansion,
o the potential for profit,
o the perceived public recognition or acceptance or products or services
and
o name identification and other relevant factors.
As a part of our investigation, our officers and directors will meet
personally with management and key personnel, may visit and inspect material
facilities, obtain independent analyses or verification of certain information
provided, check references of management and key personnel, and take other
reasonable investigative measures, to the extent of our limited financial
resources and management expertise. It is anticipated that any finders retained
will assist in these efforts; however, the ultimate investigation, analysis,
decision and negotiation with respect to a potential target will reside with our
management and board of directors.
We anticipate that any Business Combination will present certain risks. We
may not be able adequately to identify many of these risks prior to selection.
Our investors must, therefore, depend on the ability of our management to
identify and evaluate these risks. We anticipate that the principals of some of
the combinations which will be available to us will be in its development stage
in that it has not generated significant revenues from its principal business
activity. The risk exists that even after the consummation of such a Business
Combination and the related expenditure of our funds, the combined enterprise
will still be unable to advance beyond the development stage. Many of the
potential Business Combinations may involve new and untested products,
processes, or market strategies. We may assume such risks although they may
adversely impact on our stockholders because we consider the potential rewards
to outweigh them.
At present, the sole finder of Business Combinations for Wentworth III is
Keating Investments, LLC, a California limited liability company and a
registered broker-dealer. While we will consider other finders, because of,
among other factors, our lack of funds, it is unlikely that other finders will
contact us. Timothy J. Keating, the son of our President, Kevin R. Keating, is
the Managing Member of, and holds approximately a 48% interest in, Keating
Investments, LLC. Any finder utilized by us will be a registered broker-dealer,
or exempt from such registration in connection with it activities related to us,
in accordance with the requirements of the Securities and Exchange Commission.
No assurances can be given that we will successfully identify and evaluate
suitable business opportunities or that we will conclude a Business Combination.
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. If we are unable to make such an investment, it is unlikely that our
investors will make a substantial return on their investment in us, and their
funds could be returned with some loss of capital due to expenses.
In the event our funds are not sufficient to enable us to successfully fund
a Business Combination, we may seek additional financing. At this time, we
believe that our funds will be sufficient for such purpose and therefore do not
expect to issue any additional securities before the consummation of a Business
Combination. However, we may issue additional securities, incur debt or procure
other types of financing if needed. We have not entered into any agreements,
plans or proposals for such financing and at present have no plans to do so. We
will not use escrowed funds from our Offering as collateral or security for any
loan or debt incurred. Further, the escrowed funds will not be used to pay back
any loan or debts incurred by us. If we require additional financing, there is
no guarantee that such financing will be available to us or if available that
such financing will be on terms acceptable to us.
Acquisition of a Business
-------------------------
In implementing a structure for a particular business acquisition, we may
become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity. We may alternatively
purchase stock or assets of an existing business.
Our management will not actively negotiate or otherwise consent to the
purchase of any portion of their common stock as a condition to or in connection
with a proposed Business Combination, unless such a purchase is demanded by the
principals of the target company as a condition to a merger or acquisition. Our
officers and directors have agreed to this restriction which is based on an oral
understanding between members of our management. Members of our management are
unaware of any circumstances under which such policy, through their own
initiative, may be changed.
The structure of the Business Combination will depend on, among other
factors:
o the nature of the target business,
o our needs and desires and the needs and desires of those persons
controlling of the target business,
o the management of the target business and
o our relative negotiating strength compared to the strength of the
persons controlling the target business.
We will not purchase the assets of any company of which a majority of the
outstanding capital stock is beneficially owned by one or more or our officers,
directors, promoters or affiliates or associates. Furthermore, we intend to
adopt a procedure whereby a special meeting of our stockholders will be called
to vote upon a Business Combination with an affiliated entity, and stockholders
who also hold securities of such affiliated entity will be required to vote
their shares of stock in the same proportion as our publicly held shares are
voted.
We have adopted a policy that we will not pay a finder's fee to any member
of management for locating a merger or acquisition candidate. No member of
management intends to or may seek and negotiate for the payment of finder's
fees. In the event there is a finder's fee to be paid to any member of
management, it will be paid at the direction of the successor management after a
change in management control resulting from a Business Combination. Our policy
regarding finder's fees is based on an oral agreement among management. Our
management is unaware of any circumstances under which such policy through their
own initiative may be changed.
Upon the consummation of a Business Combination, we anticipate that our
management will change. Our present management anticipates that the escrowed
funds from our securities offering will be used by the post-merger management at
its sole discretion. Our Secretary will not receive any remuneration during this
period for providing us with office space. This policy is based upon an oral
agreement with our management. Our management is unaware of any circumstances
under which such policy through its own initiative may be changed.
It is possible that, after we successfully consummate a merger or
acquisition with an unaffiliated entity, that entity may desire to employ or
retain one or a number of members of our management or our directors for the
purposes of providing services to the surviving entity. However, we have adopted
a policy whereby the offer of any post-transaction employment to members of
management will not be a consideration in our decision to undertake any proposed
transaction. Each member of management has agreed to disclose to the Board of
Directors any discussions concerning possible employment by any entity that
proposes to undertake a transaction with us and further, to abstain from voting
on the transaction. Therefore, as a practical matter, if each member of the
Board of Directors is offered employment in any form from any prospective merger
or acquisition candidate, the proposed transaction will not be approved by the
Board of Directors as a result of the inability of the Board to affirmatively
approve the transaction. The transaction would then be presented to our
shareholders for approval. In all cases, our stockholders will have the
opportunity to approve the transaction pursuant to the reconfirmation offer.
Any merger or acquisition can be expected to have a significant dilutive
effect on the percentage of shares held by our existing stockholders, including
purchasers in our Offering. The target business we consider will, in all
probability, have significantly more assets than we do. Therefore, in all
likelihood, our management will offer a controlling interest in our company to
the owners of the target business. While the actual terms of a transaction to
which we may be a party cannot be predicted, we expect that the parties to the
business transaction will find it desirable to avoid the creation of a taxable
event and thereby structure the acquisition in a so-called "tax-free"
reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code. In
order to obtain tax-free treatment under the Internal Revenue Code, the owners
of the acquired business may need to own 80% or more of the voting stock of the
surviving entity. As a result, our stockholders, including investors in our
Offering, would retain 20% or less of the issued and outstanding shares of the
surviving entity, which would result in significant dilution in percentage of
the entity after the combination and may also result in a reduction in the net
tangible book value per share of our investors. In addition, a majority or all
of our directors and officers will probably, as part of the terms of the
acquisition transaction, resign as directors and officers.
Competition
-----------
We will remain an insignificant player among the firms which engage in
business combinations. There are many established venture capital and financial
concerns which have significantly greater financial and personnel resources and
technical expertise than we will. In view of our combined limited financial
resources and limited management availability, we will continue to be at a
significant competitive disadvantage compared to our competitors. Also, we will
be competing with a number of other small, blank check public and shell
companies.
Operation of a Business after an Acquisition
--------------------------------------------
Our activities following a Business Combination with a target company will
be dependent on the nature of the acquired business, as well as the interest
acquired. It may be expected that the business will present various risks to
investors. We cannot yet appropriately assess the risks of the business at the
present time, even in general terms, as we have not restricted our search for a
potential target company to any one particular field of endeavor.
Item 3. Controls and Procedures
Evaluation of disclosure controls and procedures.
-------------------------------------------------
We maintain disclosure controls and procedures that are designed to ensure
that information required to be disclosed in our reports filed pursuant to the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange
Commission's rules, regulations and related forms, and that such information is
accumulated and communicated to the our principal executive officer and
principal financial officer, as appropriate, to allow timely decisions regarding
required disclosure.
Within the 90 days prior to the filing date of this quarterly report, we carried
out an evaluation, under the supervision and with the participation of our
management, including our principal executive officer and principal financial
officer, of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our principal executive
officer and principal financial officer concluded that our disclosure controls
and procedures were effective.
Changes in internal controls.
-----------------------------
There have been no significant changes in our internal controls or in other
factors that could significantly affect these controls and procedures subsequent
to the date we completed our evaluation. Therefore, no corrective actions were
taken.
PART II - OTHER INFORMATION
Item 5. Other Information.
Recent Developments.
--------------------
On October 25, 2002, we ended the engagement of Goldstein Golub Kessler LLP
("GGK") as our independent certified public accountants. The decision was
approved by our Board of Directors.
During the most recent fiscal year (which was our first year of operation),
the accountant's reports on our financial statements contained no adverse
opinions or disclaimers of opinion, nor were they modified as to audit scope or
accounting principles. The accountant's reports contained an explanatory
paragraph describing going concern contingencies.
During the most recent fiscal year and the interim period preceding the
dismissal of GGK, there were no disagreements with GGK on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement, if not resolved to the satisfaction of
GGK, would have caused GGK to make reference to the subject of that disagreement
in its reports on our financial statements.
We requested that GGK furnish us with a letter addressed to the Securities
and Exchange Commission stating whether or not it agrees with our statements
with respect to them contained in this Item 5. Copies of letters furnished by
GGK in response, dated October 31, 2002 and November 6, 2002, are incorporated
herein by reference.
On October 30, 2002, Hein & Associates LLP ("Hein") was engaged as our new
independent accountants. During the two most recent fiscal years and the interim
period preceding the engagement of Hein, we have not consulted with Hein
regarding either: (1) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on our financial statements; or (2) any matter that was either
the subject of a disagreement or event identified in paragraph (a)(1)(iv) of
Item 304 of Regulation S-B.
On November 5, 2002, the Offering closed after the sale of all 50,000
shares of Common Stock registered under the Registration Statement at a price of
$1.00 per share, for a total of $50,000 in aggregate proceeds to the Company.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits required by Item 601 of Regulation S-B.
Exhibit No. Description
*3.1 Certificate of Incorporation, as filed with the Delaware
Secretary of State on March 7, 2001
*3.2 By-Laws
**10.1 Escrow Agreement, by and among the Company, its escrow agent
and the administrator, dated as of June 11, 2002
99.1 Certification of the Company's Principal Executive Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
99.2 Certification of the Company's Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
***99.3 Letter from Goldstein Golub Kessler LLP regarding change in
certifying accountant, dated October 31, 2002.
****99.4 Letter from Goldstein Golub Kessler LLP regarding change in
certifying accountant, dated November 6, 2002.
* Filed as an exhibit to the Company's Registration Statement on Form SB-2,
as filed with the Securities and Exchange Commission on May 8, 2001, and
incorporated herein by this reference.
** Filed as an exhibit to the Company's Amendment No. 3 to its Registration
Statement on Form SB-2, as filed with the Securities and Exchange
Commission on June 11, 2002, and incorporated herein by this reference.
*** Filed as an exhibit to the Company's Current Report on Form 8-K, as filed
with the Securities and Exchange Commission on November 1, 2002, and
incorporated herein by this reference.
**** Filed as an exhibit to the Company's Current Report on Form 8-K/A, as filed
with the Securities and Exchange Commission on November 8, 2002, and
incorporated herein by this reference.
(b) A report on Form 8-K was filed on November 1, 2002, to report, in item 4
thereof, a change in our independent certified public accountants.
A report on Form 8-K/A was filed on November 8, 2002, to report, in item 4
thereof, further information with respect to a change in our independent
certified public accountants.
Wentworth III
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:
Wentworth III, Inc.
Registrant
Date November 14, 2002 /s/ Kevin R. Keating
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By: Kevin R. Keating
Chairman of the Board & President
CERTIFICATIONS
I, Kevin R. Keating, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Wentworth III,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 14, 2002
/s/ Kevin R. Keating
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Kevin R. Keating
President and Chairman of the Board
I, Kevin R. Keating, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Wentworth III,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 14, 2002
/s/ Kevin R. Keating
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Kevin R. Keating
Chief Financial Officer