8-K 1 f8k-120503.txt FORM 8-K 12-05-03 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. 2 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. 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. February 11, 2004 By: /s/ GARRETT K. KRAUSE ------------------------------------------- Garrett K. Krause, Chairman & CEO 4