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.



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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.


November 6, 2003                  By:  /s/ GARRETT K. KRAUSE
                                     -------------------------------------------
                                        Garrett K. Krause, Chairman & CEO
















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