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): OCTOBER 30, 2003
WILMINGTON REXFORD, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-28879 98-0348508
(State or other jurisdiction (Commission (IRS Employer
of 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
De Joya & Company replaced Beckstead and Watts, LLP as the principal
accountants for Wilmington Rexford, Inc. (the "Registrant"), as of
October 30, 2003. On October 30, 2003, the board of directors of the
Registrant approved the engagement of De Joya & Company to audit the
financial statements for the fiscal year ended September 30, 2003. The
decision to change auditors was based upon new PCAOB rules. During the
two most recent fiscal years and the subsequent interim period, neither
the Registrant nor anyone on its behalf consulted De Joya & Company
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.
Beckstead and Watts, LLP did not provide a report for either of the
Registrant's last two fiscal years ended September 30, 2003.
During the Registrant's two most recent fiscal years and the subsequent
interim period ending October 30, 2003, there were no disagreements
between the Registrant and Beckstead and Watts, 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 Beckstead and Watts, 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 Beckstead and Watts, LLP
to furnish it a letter addressed to the Commission stating whether it
agrees with the above statements. A copy of that letter, dated October
30, 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
October 30, 2003.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Effective November 1, 2003, Sean Krause and Robert Taylor resigned as
officers and directors of the registrant, leaving Garrett K. Krause as
the sole officer and director.
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 Beckstead and Watts, LLP
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.
ITEM 11. TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT
PLANS
Not applicable.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Not applicable.
3
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.
November 5, 2003 By: /s/ GARRETT K. KRAUSE
-------------------------------------------
Garrett K. Krause, Chairman & CEO
4