-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BYNCF6sCeAmE3h5vLIxfVvgsnStQg1AJj9j4jvdWQIdAbGl9ro12uKFyvyBzhAOV hzE03SIkJEm3/OXs0coavw== 0000949353-03-000490.txt : 20031106 0000949353-03-000490.hdr.sgml : 20031106 20031106145203 ACCESSION NUMBER: 0000949353-03-000490 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031030 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILMINGTON REXFORD INC CENTRAL INDEX KEY: 0001081823 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 980348508 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-28879 FILM NUMBER: 03982084 BUSINESS ADDRESS: STREET 1: 808 BRICKELL KEY DRIVE STREET 2: #3401 CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 4032527766 MAIL ADDRESS: STREET 1: 808 BRICKELL KEY DRIVE STREET 2: #3401 CITY: MIAMI STATE: FL ZIP: 33131 FORMER COMPANY: FORMER CONFORMED NAME: E TREND NETWORKS INC /DE DATE OF NAME CHANGE: 20010221 FORMER COMPANY: FORMER CONFORMED NAME: COOL ENTERTAINMENT INC DATE OF NAME CHANGE: 20000112 8-K/A 1 f8ka-103003.txt FORM 8-K/A NO. 1 10-30-03 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 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 6, 2003 By: /s/ GARRETT K. KRAUSE ------------------------------------------- Garrett K. Krause, Chairman & CEO 4 EX-16 3 amdexh16-1.txt EXH 16-1 LETTER FROM ACCOUNTANT EXHIBIT 16.1 LETTER FROM BECKSTEAD AND WATTS, LLP BECKSTEAD AND WATTS, LLP CERTIFIED PUBLIC ACCOUNTANTS 3340 Wynn Road, Ste. B Las Vegas, NV 89102 702.257.1984 702.362.0540 fax October 30, 2003 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: The firm of Beckstead and Watts, LLP was previously principal accountant for Wilmington Rexford, Inc. (the "COMPANY"). We did not provide a report for either of the Company's last two fiscal years ended September 30, 2003. We were notified on October 30, 2003, that we were being replaced as principal accountants. We then notified the Company on October 30, 2003 that our client-auditor relationship had ceased. We have read the Company's statements included under Item 4 of its Form 8-K dated October 30, 2003, and we agree with such statements, except that we are not in a position to agree or disagree with the Company's statement that the change was approved by the Board of Directors or that De Joya & Company was not engaged regarding any matter requiring disclosure under Regulation S-K, Item 304(a)(2). Very truly yours, /s/ BECKSTEAD AND WATTS, LLP Beckstead and Watts, LLP -----END PRIVACY-ENHANCED MESSAGE-----