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 June 30, 2003
[ ] 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
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Wentworth III, Inc.
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(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: 200,000 as of June 30,
2003.
Transitional Small Business Disclosure Format (Check one):
YES [ ] NO [X]
1
PART I - Financial Information
ITEM 1. Financial Statements
WENTWORTH III, INC.
(a development stage company)
Balance Sheets
(unaudited)
================================================================================
June 30, 2003 December 31, 2002
------------- -----------------
ASSETS
Current Assets
Checking/Savings
Money Market Access $ 376 $ 2,125
Restricted Cash 45,000 45,000
-------- --------
Total Checking/Savings 45,376 47,125
-------- --------
Total Current Assets 45,376 47,125
-------- --------
TOTAL ASSETS $ 45,376 $ 47,125
======== ========
LIABILITIES & EQUITY
Accounts Payable $ 7,023 $ -
Accrued Expenses 36,000 38,000
Due to Officer 1,035 1,035
-------- --------
Total Current Liabilities 44,058 39,035
-------- --------
TOTAL LIABILITIES $ 44,058 $ 39,035
======== ========
Equity
Additional Paid-in Capital 25,937 25,937
Paid-in Capital/Common Stock 2,000 2,000
Accumulated deficit during the
development stage (26,619) (19,847)
Total Equity 1,318 8,090
-------- --------
TOTAL LIABILITIES & EQUITY $ 45,376 $ 47,125
======== ========
2
WENTWORTH III, INC.
(a development stage company)
Statement of Operations
(unaudited)
================================================================================
Three-month Three-month Six month Six month Period from
period ended period ended period ended period ended March 7, 2001
June 30, 2003 June 30, 2002 June 30, 2003 June 30, 2002 (date of inception)
to June 30, 2003
Ordinary Income/Expense
Expense
Bank Service Charges $20 $20 $50 $20 $130
Interest Expense -- -- -- -- $35
Licenses and Permits -- -- -- -- $163
Printing and Reproduction -- -- -- -- $1,018
Professional Fees
Accounting Fees $1,060 -- $3,623 $1,099 $8,282
Edgar Filing Services -- -- -- -- $387
Escrow Agent -- $250 -- $250 $250
Legal Fees -- -- -- -- $11,182
Registered Agent -- -- $210 $275 $485
Transfer Agent $285 $500 $490 $500 $1,490
Total Operating Expenses $1,365 $770 $4,373 $2,144 $23,422
Taxes -- -- $2,400 -- $3,242
Total Expense $1,365 $770 $6,773 $2,144 $26,664
Net Ordinary Income ($1,365) ($770) ($6,773) ($2,144) ($26,664)
Other Income/Expense
Other Income
Interest Income -- $6 $1 $23 $45
Total Other Income -- $6 $1 $23 $45
Net Other Income -- $6 $1 $23 $45
Net Loss ($1,365) ($764) ($6,772) ($2,121) ($26,619)
Net Loss Per Common Share ($0.01) ($0.01) ($0.03) ($0.01)
(Basic and Default)
Weighted Average Number of Shares Outstanding 200,000 150,000 200,000 150,000
3
WENTWORTH III, INC.
(a development stage company)
Statement of Cash Flows
(unaudited)
================================================================================
Six Month Six Month Period from
period ended period ended March 7, 2001
June 30, 2003 June 30, 2002 (date of inception)
to June 30, 2003
OPERATING ACTIVITIES
Net Income ($6,772) ($2,121) ($26,619)
Adjustments to reconcile Net Income
to net cash provided by operations:
Accounts Payable $7,023 $4,690 $7,023
Accrued Expenses ($2,000) $13,032 $6,437
Due to Officer -- $1,000 $1,035
Net cash provided by Operating Activities ($1,749) $16,601 ($12,124)
INVESTING ACTIVITIES
Increase in restricted cash -- -- ($45,000)
Deferred offering costs -- ($23,369) --
Net cash provided by Investing Activities -- ($23,369) --
FINANCING ACTIVITIES
Proceeds from issuance of Common Stock -- -- $57,500
Net cash provided by Financing Activities -- -- $57,500
Net cash increase for period ($1,749) ($6,768) $376
Cash at beginning of period $2,125 $7,020 --
Cash at end of period $376 $252 $376
SUPPLEMENTAL SCHEDULE OF NON-CASH
FINANCING ACTIVITIES
Expense accrued for offering costs -- -- $29,563
4
Wentworth III, Inc.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2003
(unaudited)
1. FORMATION OF COMPANY
Wentworth III, Inc. (the "Company" or "Wentworth") was incorporated in
the state of Delaware on March 7, 2001. It intends to serve as a vehicle to
effect a business combination with a target business 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. The Company is a development stage enterprise as it has had no
revenues from inception. Its only activity has been raising cash in a public
offering and seeking potential opportunities for merger.
On February 6, 2003, the Company entered into a merger agreement to
acquire Whitco Company, L.L.P. ("Whitco"), a privately held Texas-based company
that is a nationwide marketer and distributor of steel and aluminum outdoor
lighting poles and related accessories. Pursuant to the terms of the agreement,
the Company has agreed to exchange with Whitco all of its issued and outstanding
partnership units, and options to purchase partnership units, for authorized but
unissued shares of common stock aggregating not less than 80% of the Company's
issued and outstanding capital stock.
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 March 31, 2003, are not necessarily indicative of the results that
may be expected for the full fiscal year ended December 31, 2003.
These statements should be read in conjunction with the financial
statements and related notes included in Form 10-KSB for Wentworth III, Inc. for
the year ended December 31, 2002, as the notes to these interim financial
statements omit certain information required for complete financial statements.
3. INITIAL PUBLIC OFFERING
A significant portion of the Company's funds were raised in a
securities offering pursuant to a registration statement on Form SB-2, as filed
with the Securities and Exchange Commission on July 22, 2002, and declared
effective as of August 6, 2002 (the "Offering"). In the Offering the Company
sold 50,000 shares of Common Stock at $1.00 per share. The Offering closed on
November 4, 2002. The net proceeds of the Offering, $45,000, after the deduction
of $5,000 in permitted expenses, are currently 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. 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, the remaining proceeds from
the offering will be promptly returned to the shareholders and the stock
certificates will be canceled.
5
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 for a target company is not
restricted to any specific business, industry or geographical location.
We do not currently engage in any business activities that provide cash
flow. A significant portion of our funds were 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 sold 50,000 shares of Common Stock at $1.00 per
share. The Offering closed on November 4, 2002. The net proceeds of the
Offering, $45,000, after the deduction of $5,000 in permitted expenses, are
currently 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 have entrusted 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 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 the limited proceeds of our Offering,
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 in the Company 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
6
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.
On February 6, 2003, the Wentworth board of directors unanimously
approved a merger with Whitco Company, L.L.P. ("Whitco"), a privately held
Texas-based company that is a nationwide marketer and distributor of steel and
aluminum outdoor lighting poles and related accessories. We believe that the
fair value of Whitco represents at least 80% of the proceeds of $50,000 realized
from our Offering. Whitco's management and board will assume significant
majority control of the Company through a merger structure whereby Whitco will
become a wholly-owned subsidiary of Wentworth. Wentworth will thereafter change
its name to Whitco Corporation.
On February 20, 2003, April 9, 2003, and June 16, 2003, Wentworth filed
Post-Effective Amendment No. 1, Post-Effective Amendment No. 2 and
Post-Effective Amendment No. 3, respectively, to its 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"), with respect to a proposed merger with Whitco.
Keating Investments, LLC ("KI"), a registered broker-dealer, will
receive an investment banking fee payable by Whitco Corporation in connection
with the proposed transaction. Timothy J. Keating, the son of Kevin R. Keating,
the Company's President, is the Managing Member of, and holds approximately an
87% interest in, KI. There is currently no signed fee agreement between KI and
the Company. However, KI has been engaged by and is representing Whitco
Corporation as its investment banker. Management of the Company anticipates that
any fees to be paid to KI will be paid through the issuance of equity in the
merged companies or through the cash resources of Whitco, or a combination of
both.
Critical Accounting Estimate
----------------------------
We have recorded a full valuation allowance against our deferred tax
asset at March 31, 2003. 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 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 the proceeds
of our Offering. In addition, the Colorado Securities Act 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
7
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 and other information 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, shortages of available private capital and the
current inability of most private companies to go public through more
traditional underwritten public offerings, our management believes that there
are numerous firms seeking the benefits of becoming a publicly traded
corporation through a Business Combination. . 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,
8
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 is
Keating Investments, LLC, a California limited liability company and a
registered broker-dealer ("KI"). 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 Managing Member of, and holds approximately an 87% interest in, KI. 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.
9
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
10
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.
Subsequent Event
----------------
On August 12, 2003, the Company filed Post-Effective Amendment No. 4 to
its 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, with respect to a proposed merger with Whitco. The Company
also requested accelerated effectiveness.
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.
11
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.
12
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
* 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.
13
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: July __, 2003 /s/ Kevin R. Keating
-----------------------------------
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.
Wentworth III, Inc.
Registrant
Date: July ___, 2003 /s/ Kevin R. Keating
--------------------------------------
By: Kevin R. Keating
Chairman of the Board & President
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.
Wentworth III, Inc.
Registrant
Date: July ___, 2003 /s/ Kevin R. Keating
----------------------------------
By: Kevin R. Keating
Chairman of the Board & President