UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. October 25, 2002 Date of Report (Date of earliest event reported) Commission file number 333-75044 -------------------------------- WENTWORTH III, INC. (Exact name of registrant as specified in its charter) DELAWARE 84-1588927 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 650 South Cherry Street, Suite 420, Denver, CO, 80246 ----------------------------------------------------- (Address of principal executive offices) (Zip Code) (303) 320-1870 -------------- (Registrant's telephone number, including area code) Item 4. Changes in Registrant's Certifying Accountant. (a) On October 25, 2002, Wentworth III, Inc. (the "Company") ended the engagement of Goldstein Golub Kessler LLP ("GGK") as its independent certified public accountants. The decision was approved by the Board of Directors of the Company. There was no disagreement 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 the Company's financial statements. The Company requested that GGK furnish it with a letter addressed to the Securities and Exchange Commission (the "SEC") stating whether or not it agrees with the Company's statements in this Item 4 (a). A copy of the letter furnished by GGK in response to that request, dated October 31, 2002, is filed as Exhibit 16.1 to this Form 8-K. (b) On October 30, 2002, Hein & Associates, LLP ("Hein") was engaged as the Company's new independent accountants. During the two most recent fiscal years and the interim period preceding the engagement of Hein, the Company has 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 the Company's financial statements; or (11) 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. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits: The following exhibits are filed as part of this report: Exhibit Number Description --------------- ----------- 16.1 Letter from Goldstein Golub Kessler LLP regarding change in certifying accountant. SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Wentworth III, Inc. --------------------- (Registrant) By: /s/ Kevin R. Keating -------------------------------------- Kevin R. Keating Chairman & Chief Executive Officer EXHIBIT INDEX -------------- Exhibit No. Document ------------ -------- 16.1 Letter from Goldstein Golub Kessler LLP dated October 31, 2002 regarding change in certifying accountant.