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

                               Wentworth III, Inc.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                                    Delaware
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   84-1588927
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

              650 South Cherry Street, Suite 420, Denver, CO 80246
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (303) 320-1870
--------------------------------------------------------------------------------
                          (Issuer's telephone number)


--------------------------------------------------------------------------------
         (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