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): DECEMBER 5, 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
Bongiovanni & Associates replaced De Joya & Company as the principal
accountants for Wilmington Rexford, Inc. (the "Registrant"), as of
December 5, 2003. On December 5, 2003, the board of directors of the
Registrant approved the engagement of Bongiovanni & Associates to audit
the financial statements for the fiscal year ended September 30, 2003.
The decision to change auditors was based upon financial reasons.
During the two most recent fiscal years and the subsequent interim
period, neither the Registrant nor anyone on its behalf consulted
Bongiovanni & Associates 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.
De Joya & Company 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 December 5, 2003, there were no disagreements
between the Registrant and De Joya & Company on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to the satisfaction
of De Joya & Company, 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 De Joya & Company to furnish it a
letter addressed to the Commission stating whether it agrees with the
above statements. A copy of that letter, dated February 12, 2004, 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
December 5, 2003.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Not applicable.
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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 De Joya & Company
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.
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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.
February 11, 2004 By: /s/ GARRETT K. KRAUSE
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Garrett K. Krause, Chairman & CEO
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