SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): MAY 1, 2002
WILMINGTON REXFORD, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-28879 98-0348508
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
420 LINCOLN ROAD, SUITE 301, MIAMI, FLORIDA 33139
(Address of principal executive offices) (Zip Code)
(305) 695-8755
Registrant's telephone number, including area code
5919 - 3RD STREET, S.E., CALGARY, ALBERTA, CANADA T2H 1K3
(Former name or former address, if changed since last report)
Exhibit index on consecutive page 2
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
KPMG LLP was previously the independent auditors for Wilmington
Rexford, Inc. (the "Registrant"). On May 1, 2002, the board of
directors of the Registrant approved the election of Kaufman, Rossin &
Co., P.A. to audit the financial statements for the fiscal year ended
September 30, 2002. The decision to change auditors was based upon
financial considerations. During the two most recent fiscal years and
the subsequent interim period, neither the Registrant nor anyone on its
behalf consulted Kaufman, Rossin & Co., P.A. regarding the application
of accounting principles to a specific completed or contemplated
transaction, or the type of audit opinion that might be rendered on the
Registrant's financial statements.
The audit report of KPMG LLP on the financial statements of the
Registrant as of and for the fiscal year ended September 30, 2001 did
not contain an adverse opinion or disclaimer of opinion and was not
modified as to uncertainty, audit scope, or accounting principles,
except as follows:
The audit report of KPMG LLP on the financial statements of the
Registrant as of and for the fiscal year ended September 30, 2001
contained a separate paragraph stating: "The accompanying consolidated
financial statements have been prepared assuming that the Company will
continue as a going concern. As discussed in note 1 to the consolidated
financial statements, the Company has suffered substantial losses and
negative operating cash flow, which circumstance raises substantial
doubt about its ability to continue as a going concern. Management's
plans in regard to this circumstance are also described in note 1. The
consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty."
During the Registrant's two most recent fiscal years and the subsequent
interim period ending May 1, 2002, there were no disagreements between
the Registrant and KPMG LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to the satisfaction of KPMG LLP, would
have caused that firm to make reference to the subject matter of the
disagreement in connection with its audit report. The Registrant has
requested KPMG LLP to furnish it a
letter addressed to the Commission stating whether it agrees with the
above statements. A copy of that letter, dated May 1, 2002, is filed as
Exhibit 16.1 to this Form 8-K.
There were no other "reportable events" as that term is described in
Item 304a(1)(v) of Regulation S-K occurring within the Registrant's two
most recent fiscal years and the subsequent interim period ending May
1, 2002.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Not Applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired: Not applicable
(b) Pro forma financial information: Not applicable
(c) Exhibits:
REGULATION
S-K NUMBER DOCUMENT
16.1 Letter from KPMG LLP
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
ITEM 9. REGULATION FD DISCLOSURE
Not applicable.
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.
WILMINGTON REXFORD, INC.
May 5, 2002 By: /S/ ROBERT G. TAYLOR
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Robert G. Taylor, President