-----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, Wg9pAN/KkL8G0wLGkrfH8V5zl9qJPmzvLfZKWnvbCwxbtCIDTKxw+luMnNfK2Kku xB49dAGt0A8fRf3o2n588A== 0000949353-04-000155.txt : 20040329 0000949353-04-000155.hdr.sgml : 20040329 20040329155742 ACCESSION NUMBER: 0000949353-04-000155 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040325 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040329 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28879 FILM NUMBER: 04696129 BUSINESS ADDRESS: STREET 1: 3753 HOWARD HUGHES PKWY STREET 2: #200 CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 8185911330 MAIL ADDRESS: STREET 1: 3753 HOWARD HUGHES PKWY STREET 2: #200 CITY: LAS VEGAS STATE: NV ZIP: 89109 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 1 f8k-032504.txt FORM 8-K 3-25-04 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): MARCH 25, 2004 CHINA PHARMACEUTICALS CORPORATION (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 WILMINGTON REXFORD, INC. (Former name or former address, if changed since last report) Exhibit index on consecutive page 2 ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE The registrant announced that effective March 25, 2004, it has changed its name to China Pharmaceuticals Corporation. In addition, it has implemented a 1-for-20 reverse stock split on the outstanding shares of its common stock. No fractional shares will be issued. All share amounts will be rounded up to the nearest whole share. The new CUSIP number for the common stock is 16941F 10 4. The common stock will now trade under the symbol "CPCL" on the OTC Bulletin Board. 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 2.1 Certificate of Amendment to the Certificate of Incorporation 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. CHINA PHARMACEUTICALS CORPORATION March 29, 2004 By: /s/ AARON ZHU ------------------------------------------------- Aaron Zhu, President 2 EX-2 3 exh_2-1.txt EXH 2-1 CERT OF AMENDMENT EXHIBIT 2.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION State of Delaware Secretary of State Division of Corporations Delivered 10:32 AM 03/18/2004 FILED 10:32 AM 03/18/2004 SRV 040201119 - 3338767 FILE CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF WILMINGTON REXFORD, INC. UNDER SECTION 242 OF THE DELAWARE GENERAL CORPORATION LAW Wilmington Rexford, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows: FIRST: That the name of the corporation (the "Corporation") is Wilmington Rexford, Inc. SECOND: That the certificate of incorporation of the Corporation (the "Certificate") was originally filed with the Delaware Secretary of State on January 2, 2001, under the name E-Trend Networks, Inc. THIRD: That Article I of the Certificate is hereby amended to read, in its entirety, as follows: "The name of the Corporation is China Pharmaceuticals Corporation." FOURTH: That Article IV of the Certificate is hereby amended to read, in its entirety, as follows: "(a) The total number of shares of stock which the Corporation shall have authority to issue is 51,000,000 shares of capital stock, consisting of (i) 50,000,000 shares of common stock, par value $0.0001 per share (the "Common Stock") and (ii) 1,000,000 shares of preferred stock, par value $0.0001 per share (the "Preferred Stock"). (b) Common Stock. The powers, preferences and rights, and the qualifications, limitations and restrictions, of each class of the Common Stock are as follows: (1) No Cumulative Voting. The holders of shares of Common Stock shall not have cumulative voting rights. (2) Dividends; Stock Splits. Subject to the rights of the holders of Preferred Stock, and subject to any other provisions of this Certificate of Incorporation, as it may be amended from time to time, holders of shares of Common Stock shall be entitled to receive such dividends and other distributions in cash, stock or property of the Corporation when, as and if declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor. (3) Liquidation, Dissolution, Winding Up. In the event of any liquidation, dissolution or winding up (either voluntary or involuntary) of the Corporation, the holders of shares of Common Stock shall be entitled to receive the assets and funds of the Corporation available for distribution after payments to creditors and to the holders of any Preferred Stock of the Corporation that may at the time be outstanding, in proportion to the number of shares held by them, respectively. (4) No Preemptive or Subscription Rights. No holder of shares of Common Stock shall be entitled to preemptive or subscription rights. (c) Preferred Stock. The Board of Directors is hereby expressly authorized, subject to limitations prescribed by law, to provide for the issuance of all or any shares of the Preferred Stock in one or more classes or series, and to fix for each such class or series such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restriction thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such class or series. FIFTH: That each issued and outstanding share of Common Stock, par value $0.0001 per share ("Old Common Stock"), outstanding as of the close of business on the date stated as the effective date in the Ninth Article hereof (the "Effective Date") shall automatically, without any action on the part of the holder of the Old Common Stock, be converted into one twentieth (1/20) of a share of Common Stock, par value $0.0001 per share ("New Common Stock"). Immediately following the reverse split, the aggregate number of shares of New Common Stock held by each holder of New Common Stock shall be calculated. Thereafter, all such holders otherwise entitled to receive a fractional share of New Common Stock will receive a full share of New Common Stock in lieu of such fractional share, as each fractional share will be rounded up and become a whole share. Each holder of a certificate or certificates which immediately prior to the Effective Date represented outstanding shares of Old Common Stock (the "Old Certificates") shall, from and after the Effective Date, be entitled to receive a certificate or certificates (the "New Certificates") representing the shares of New Common Stock into which the shares of Old Common Stock formerly represented by such Old Certificates are converted under the terms hereof. Prior to the Effective Date, there are 15,196,035 shares of Old Common Stock issued and outstanding shares. Following the effectuation of the reverse stock split on the Effective Date, there will be approximately 759,800 issued and outstanding shares of New Common Stock. The 15,196,035 shares of Old Common Stock are hereby changed into approximately 759,800 shares of New Common Stock at the rate of one share of New Common Stock for every twenty shares of Old Common Stock. SIXTH: That thereafter, pursuant to resolutions of the board of directors, the amendments were authorized by resolutions adopted by the affirmative vote of the stockholders holding not less than the necessary number of shares required by written consent to so authorize, all in accordance with Section 228 of the General Corporation Law of the State of Delaware. SEVENTH: That said amendments to the Certificate of Incorporation were duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware. EIGHTH: That the capital of the corporation shall not be reduced under or by reason of said amendments. NINTH: That this Certificate and the amendments contained therein shall become effective on March 25, 2004. IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the 5th day of March, 2004. WILMINGTON REXFORD, INC. By: /s/ AARON ZHU ------------------------------------- Aaron Zhu, President -----END PRIVACY-ENHANCED MESSAGE-----