EXHIBIT 31.1

             RULE 13A-14(A) CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                           AND CHIEF FINANCIAL OFFICER

I, Garrett K. Krause, certify that:
1.   I  have  reviewed  this annual report on Form 10-KSB of Wilmington Rexford,
     Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a  material  fact  or  omit  to state a material fact necessary to make the
     statements  made, in light of the circumstances under which such statements
     were  made,  not  misleading  with  respect  to  the period covered by this
     report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  report,  fairly  present  in  all material
     respects  the  financial condition, results of operations and cash flows of
     the  small  business  issuer  as of, and for, the periods presented in this
     report;

4.   I  am  responsible for establishing and maintaining disclosure controls and
     procedures  (as  defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
     internal control over financial reporting (as defined in Exchange Act Rules
     13a-15(f)  and  15d-15(f))  for  the  small  business  issuer  and  have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure  controls  and  procedures  to  be  designed  under  my
          supervision, to ensure that material information relating to the small
          business  issuer,  including  its  consolidated  subsidiaries, is made
          known  to  me by others within those entities, particularly during the
          period  in  which  this  report  is  being  prepared;

     b)   Designed  such  internal  control  over financial reporting, or caused
          such internal control over financial reporting to be designed under my
          supervision, to provide reasonable assurance regarding the reliability
          of financial reporting and the preparation of financial statements for
          external  purposes  in  accordance  with generally accepted accounting
          principles;

     c)   Evaluated  the effectiveness of the small business issuer's disclosure
          controls  and  procedures  and presented in this report my conclusions
          about  the effectiveness of the disclosure controls and procedures, as
          of  the  end  of  the  period  covered  by  this  report based on such
          evaluation;  and

     d)   Disclosed  in  this  report  any change in the small business issuer's
          internal  control  over  financial  reporting that occurred during the
          small business issuer's most recent fiscal quarter (the small business
          issuer's  fourth  fiscal quarter in the case of an annual report) that
          has materially affected, or is reasonably likely to materially affect,
          the small business issuer's internal control over financial reporting;
          and

5.   I  have  disclosed,  based on my most recent evaluation of internal control
     over  financial  reporting, to the small business issuer's auditors and the
     audit  committee  of  the  small  business  issuer's board of directors (or
     persons  performing  the  equivalent  functions):

     a)   All  significant deficiencies and material weaknesses in the design or
          operation  of  internal  control  over  financial  reporting which are
          reasonably  likely  to  adversely  affect  the small business issuer's
          ability  to  record,  process,  summarize  and  report  financial
          information;  and

     b)   Any  fraud, whether or not material, that involves management or other
          employees  who  have a significant role in the small business issuer's
          internal  control  over  financial  reporting.



Date: February 17, 2004


/s/ Garrett K. Krause
---------------------
Garrett K. Krause
Chairman of the Board and CEO
(principal executive officer
and principal financial officer)

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