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): AUGUST 28, 2003
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.)
3753 HOWARD HUGHES PARKWAY, SUITE 200, LAS VEGAS, NEVADA 89109
(Address of principal executive offices) (Zip Code)
(818) 591-1330
Registrant's telephone number, including area code
NOT APPLICABLE
(Former name or former address, if changed since last report)
Exhibit index on consecutive page 3
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
Kaufman, Rossin & Co., P.A., previously the independent auditors for
Wilmington Rexford, Inc. (the "Registrant"), resigned as of August 28,
2003. On September 22, 2003, the board of directors of the Registrant
approved the engagement of Beckstead and Watts, LLP to audit the
financial statements for the fiscal year ended September 30, 2003.
During the two most recent fiscal years and the subsequent interim
period, neither the Registrant nor anyone on its behalf consulted
Beckstead and Watts, LLP 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 Kaufman, Rossin & Co., P.A. on the financial
statements of the Registrant as of and for the fiscal year ended
September 30, 2002 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 Kaufman, Rossin & Co., P.A. on the financial
statements of the Registrant as of and for the fiscal year
ended September 30, 2002 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 2, the Company has incurred substantial losses and
negative cash flows from operations since inception. In the absence of
achieving positive cash flows from operations or obtaining additional
debt or equity financing, the Company may have difficulty meeting
obligations. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans are also
discussed in Note 2. The financial statements do not include any
adjustments relating to the recoverability and classification of
recorded assets, or the amounts and classification of liabilities that
might be necessary in the event the Company can not continue in
existence."
During the Registrant's two most recent fiscal years and the subsequent
interim period ending August 28, 2003, there were no disagreements
between the Registrant and Kaufman, Rossin &Co., P.A. on any matter
of accounting principles or practices, financial statement
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disclosure, or auditing scope or procedure which, if not resolved to
the satisfaction of Kaufman, Rossin & Co., P.A., 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
Kaufman, Rossin & Co., P.A. to furnish it a letter addressed to the
Commission stating whether it agrees with the above statements. A copy
of that letter, dated September 24, 2003, is filed as Exhibit 16.1 to
this Form 8-K.
There were no other "reportable events" as that term is described in
Item 304(a)(1)(iv) of Regulation S-B occurring within the Registrant's
two most recent fiscal years and the subsequent interim period ending
August 28, 2003.
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-B NUMBER DOCUMENT
16.1 Letter from Kaufman, Rossin & Co., P.A.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
ITEM 9. REGULATION FD DISCLOSURE
Not applicable.
ITEM 10. AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR WAIVER OF A
PROVISION OF THE CODE OF ETHICS
Not applicable.
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ITEM 11. TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE
BENEFIT PLANS
Not applicable.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
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.
September 24, 2003 By: /s/ GARRETT K. KRAUSE
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Garrett K. Krause, Chairman & CEO
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