UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
[X]    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934
       For the fiscal year ended September 30, 2002

[ ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934
       For the transition period from _______________  to  _____________

                         Commission file number: 0-28879

                            WILMINGTON REXFORD, INC.
                 (Name of small business issuer in its charter)

         DELAWARE                                    98-0348508
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
 incorporation or organization)

             420 LINCOLN ROAD, SUITE 301, MIAMI BEACH, FLORIDA 33139
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number: (305) 695-8755

       Securities registered under Section 12(b) of the Exchange Act: NONE

         Securities registered under Section 12(g) of the Exchange Act:

                         COMMON STOCK, $0.0001 PAR VALUE
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes [X]   No [ ]

Check  if no  disclosure  of  delinquent  filers  in  response  to  Item  405 of
Regulation S-B is contained in this form,  and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB.

State issuer's revenues for its most recent fiscal year:  $2,014,696

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified date within the past 60 days: $91,765.40 AS OF JANUARY 10, 2003

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 15,196,035 AS OF JANUARY 10, 2003

Transitional Small Business Disclosure Format (Check one):    Yes      ; No  X
                                                                  -----    -----

<PAGE>


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

BACKGROUND

         We were  incorporated in the State of Colorado on June 17, 1996,  under
the name Minas Novas Gold Corp., to engage in mining operations.  From inception
to January 1999, we obtained  options to acquire various mining  properties.  On
January 29, 1999,  we abandoned all mining  operations  and proceeded to acquire
all of the issued and outstanding capital stock of Cool  Entertainment,  Inc., a
Washington  corporation,  in exchange solely for 65% of our  outstanding  common
stock.  The  acquisition of the Washington  corporation  was completed  March 1,
1999,   and   effective   February  22,  1999,  we  changed  our  name  to  Cool
Entertainment, Inc.

         From March 1, 1999 to February 2000, the coolentertainment.com  website
was under  development.  We  launched  the  website  in  February  2000 and from
February 2000 to November 2000, we offered a variety of  entertainment  products
on the Internet through our website, WWW.COOLENTERTAINMENT.COM.  We also offered
value-added  services such as celebrity  interviews,  book reviews,  online chat
rooms, online games, and free e-mail accounts on its website to attract users to
the website. We generated revenues of only $3,518 from this website.

         Realizing  that we were  undercapitalized  and  unable  to  market  our
services properly, we searched for another business opportunity. On February 21,
2001,  we acquired all of the issued and  outstanding  capital  stock of E-Trend
Networks,  Inc., a Nevada corporation,  in exchange solely for approximately 92%
of our common stock. We changed our name to E-Trend Networks,  Inc., changed our
domicile to Delaware,  and effected a 1-for-100  reverse split of our issued and
outstanding  shares of common stock.

         On  December  26th,  2001,  an  agreement  was  reached  whereby  a new
organization  and  management  team led by eAngels  International  would acquire
controlling  interest in E-Trend Networks,  Inc. Effective February 19, 2002, we
changed our name to Wilmington  Rexford,  Inc., in an effort to properly reflect
changes in our business focus. Concurrent with the name change, we announced our
plans  to  focus  our  operations  on  venture  development,  a  business  model
predicated on the acquisition,  financing, and management of a diverse portfolio
of related  businesses.  We also plan to explore potential  synergies within our
current  operations by expanding the product  portfolio and service lines of our
offline  distribution  and  fulfillment  business,   with  that  of  our  online
e-commerce   business,   capitalizing   on  our  existing   Business-to-Business
e-commerce  capabilities,  as well as our unique  capacity  to  combine  product
supply and technology infrastructure.

         We are now a strategic  venture  development  company that  proposes to
acquire and manage a portfolio of related businesses. Operating in a diverse set
of business  activities,  we will seek to make investments and / or acquisitions
that meet our  portfolio  criteria,  and then pursue  pre-defined  strategies to
support the operating management in enhancing the value of these businesses.  As
of September 2002 our Venture  Development  operations  from the  reorganization
were just getting started as we spent most of 2002 cleaning up E-Trend  Networks
and Langara Distribution.

         Our acquisition  strategy relies upon two primary  factors.  First, our
ability to identify and acquire  target  businesses  that fit within our general
acquisition  criteria.   Second,  the  continued  availability  of  capital  and
financing  resources  sufficient  to  complete  these  acquisitions.  Our growth
strategy  relies upon a number of factors,  including our ability to efficiently
integrate the businesses of the companies we acquire,  generate the  anticipated
economies of scale from the integration,  and maintain the historic sales growth
of the acquired businesses so as to generate organic organizational growth.

         Prior to the first  calendar  quarter of 2002,  our principal  business
strategy focused on the distribution of packaged  entertainment  media,  through
distribution   channels   encompassing  both  online  electronic   commerce  and
traditional  bricks-and-mortar  outlets.  We operated an online  retail  website
WWW.ENTERTAINME.COM  and through our  fulfillment and  distribution  subsidiary,
Langara  Distribution,  we offered distribution and fulfillment services to both
traditional retail and online merchants.


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<PAGE>

         Prior to the  shift in our  business  model,  we  incurred  significant
losses since inception,  and our cost of sales and operating  expenses increased
dramatically.  This trend  reflected  the costs  associated  with our  increased
efforts to build market  awareness,  attract new customers,  recruit  personnel,
build operating infrastructure,  and develop and expand our web site and related
transaction-processing  systems.  However,  we initiated a restructuring plan in
the fourth quarter of calendar 2001, which  encompassed a series of cost-cutting
initiatives. Consistent with our plan, we have attempted to reduce our marketing
budget, our discount program,  web site development  activities,  and technology
and operating infrastructure development.

         Besides  consulting  operations  of our  parent  company,  most  of our
operations are conducted through our wholly-owned subsidiary,  E-Trend Networks,
Inc., a Nevada corporation, which we refer to as "E-Trend", and its wholly-owned
subsidiary, Langara Distribution Inc., an Alberta corporation.

E-TREND NETWORKS

         E-Trend  was  founded  as a Nevada  corporation  under  the  name  "The
MovieSource.com  Corp." in April 1999 by VHQ Entertainment  Inc., formerly Video
Headquarters Inc. and eAngels  International  (Garrett K. Krause).  Officers and
directors  of  VHQ  along  with  eAngels   International   (Garrett  K.  Krause)
incorporated The MovieSource.com Corp. and provided the initial  capitalization.
The name of the  company was  changed to  "E-Trend  Networks,  Inc." in February
2000.  The stock of VHQ trades on the Toronto  Stock  Exchange  under the symbol
"VHQ." VHQ and eAngels  founded E-Trend to mitigate the effects of technology on
"bricks and mortar"  retail  operations  and to expand its  geographic  reach by
taking  advantage  of the  continuing  growth  in the  online  market  for  home
entertainment  sales.  E-Trend seeks to increase the depth of its  entertainment
marketing presence through the development of entertainment-related websites and
through the  acquisition of or distribution to both online and bricks and mortar
retailers.

         E-Trend  distributes  packaged  entertainment  media, with distribution
channels to both online  retail  e-commerce  and  traditional  bricks and mortar
retail outlets. E-Trend operates an online retail website (Entertainme.com) and,
through Langara  Distribution,  it offers fulfillment services to other Internet
retailers and wholesale  services to  traditional  retailers.  We do not own any
other online or brick and mortar retail  businesses.  By  generating  sales from
both bricks and mortar and online  organizations,  we believe we are  mitigating
our risks and maximizing our chances for success,  especially during our managed
growth phase. Despite the failures of many Internet "dot com" companies in 2000,
industry  analysts  still predict  growth in the online retail  market.  E-Trend
will, subject to the availability of capital resources,  seek to grow its online
operations by:

   o     maintaining a focus on marketing through a network of affiliates;

   o     considering prudent mergers, acquisitions, and/or partnerships;

   o     increasing its depth of product offering;

   o     assessing technology, such as broadband  streaming  and wireless,  with
         the goal of enhancing the online experience and broadening the reach of
         its site if the addition of such technology is economically feasible;

   o     capitalizing  on  its relationship  with VHQ  Entertainment by pursuing
         sales from within VHQ's growing customer base.



         We will, subject to the availability of capital resources, also seek to
expand the operations of Langara Distribution in the following ways:

   o     add  movies  to  its inventory and expand the number of music titles it
         inventories;

   o     capitalize on the growth of VHQ Entertainment by selling music into new
         stores and by increasing the inventory within existing locations;

   o     increase inventory levels and SKU's in order to increase fill rates and
         reduce shipping times,  thus offering  a  more  attractive distribution
         package to customers;


                                       3

<PAGE>

   o     expand  strategic  alliances with insurance companies to fulfill claims
         for replacement movies and music CDs;

   o     pursue additional e-commerce and bricks and mortar accounts;

   o     offer movies and games to accounts that currently only stock music;

   o     further automate the distribution  process in  order  to  increase  the
         volume of business that it can efficiently manage;

   o     investigate  the  ability  to expand its reach into  additional  retail
         outlets by installing  Internet-enabled kiosks  to  enable sales of our
         full range of product.

ENTERTAINME.COM

         E-Trend  developed   EntertainMe.com   as  an  Internet   entertainment
superstore. Through this website, E-Trend offers movies on DVD and VHS and music
on CDs and cassette,  with  convenience of shopping 24 hours a day, seven days a
week.  E-Trend's  goal is to combine  the  advantages  of online  commerce  with
superior  customer focus in order to be the preferred online retailer for filmed
entertainment  and music.  E-Trend has designed its online storefront to offer a
broad selection of products in each category,  informative content,  easy-to-use
navigation  and  search   capabilities,   a  high  level  of  customer  service,
competitive  pricing  and  personalized  retail  store-style  merchandising  and
recommendations. E-Trend offers a virtual inventory that provides a selection of
products that is five to ten times that of a typical "brick and mortar" retailer
operating  out of a  traditional  physical  location.  The  site  features  live
customer  service  NetReps,  who  are  able  to  interact  with  customers  in a
chat-based format to offer assistance and product recommendations.

         As part of our strategic  repositioning in mid-2001,  we have moved our
movie inventory in-house. Langara Distribution now arranges for the distribution
of music,  movie and game titles to our  customers.  These are steps  toward our
plan to provide the  customer  with  one-stop  shopping.  The  customer  can now
combine their orders for all of our  entertainment  media in one shopping  cart.
The customer's credit card is charged only once an order is shipped.

 LANGARA DISTRIBUTION

         Early in calendar 2000,  E-Trend purchased Langara  Distribution from a
non-affiliated  third  party for  E-Trend  common  stock and  warrants.  Langara
Distribution has direct buying relationships with all the major music labels and
currently  handles music supply and  fulfillment  for E-Trend and other Internet
retailers,  as well as for a  number  of  other  traditional  brick  and  mortar
companies'  wholesale accounts.  Due to its business  relationship with E-Trend,
Langara  offers  preferential  pricing to E-Trend.  Currently,  VHQ is Langara's
largest customer,  but new relationships  are growing weekly.  Further,  in July
2001, Langara Distribution assumed responsibility for the supply and fulfillment
of all our movies and music.

         In December  2000,  E-Trend  entered into an  agreement  with Video One
Canada Ltd. ("Video One"), a wholesaler of pre-recorded  movies and games. Video
One is the  largest  distributor  of  pre-recorded  movies  in  Canada  and they
provided supply and fulfillment  services for our clients.  However,  in June of
2001,  our  agreement  with Video One expired  and,  since  Langara  assumed the
responsibility for the supply and fulfillment for our movies and music,  Langara
entered  into an  agreement  with Video One for the supply  and  fulfillment  of
movies.  Pursuant to the  agreement  between  Langara  and Video One,  Video One
charges  Langara  cost  plus 11% for  catalog  titles  and cost  plus 6% for new
release  titles.  We  cannot  assure  anyone  that  Langara  will  maintain  its
relationship  with  Video One,  or any other  supplier  capable  of meeting  our
fulfillment requirements beyond the term of the existing agreement.

         We believe  that  Langara  Distribution  is able to compete  within its
market because:

   o     it  maintains relationships and alliances with a  substantial number of
         manufacturers of entertainment  products, which  in turn eliminates the
         middleman;
   o     it carries key titles in both movie and music categories;

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<PAGE>


   o     it has developed a comprehensive business-to-business system;
   o     it  has  developed an extensive  product  database which  currently has
         approximately 160,000 music products,
         50,000 video products, and 1,450 entertainment accessories products;
   o     it  is  able  take  advantage  of  favorable  currency exchange rate in
         Canada; and
   o     it offers both imported and domestic entertainment products.

         The primary competitors of Langara Distribution are:

   o     PINDOFF  MUSIC  SALES,  which owns and operates  the Music World stores
         throughout  Canada  and  is  a  wholesaler  and  distributor  of  music
         products.
   o     TOTAL  SOUND,  based  in  Edmonton,  Canada,  is   a   distributor  and
         wholesaler of music products mainly to independent retailers located in
         western Canada.
   o     HANDELMAN,  which provides  wholesale product for racking in department
         stores such as Wal-Mart and Zeller's.
   o     RECORDS  ON  WHEELS,  based in Ontario,  Canada,  is a distributor  and
         wholesaler of music  products  mainly to  independent retailers located
         in eastern and central Canada.
   o     VALLEY   MEDIA  INC., is  a  U.S.  based  company  with  warehouses  in
         California   and   Kentucky.    Valley  Media  focuses   its  wholesale
         distribution of music,  video,  related  products  and data in the U.S.
         Valley  Media  is  also  one  of  the  leaders  in Internet fulfillment
         distribution.

COMPETITION

         Our competitive  marketplace can be broken into two main camps:  online
and  traditional  retailers.  In both  cases,  there are two  sub-categories  of
retailers:  those who are in the entertainment  business exclusively,  and those
who sell multiple products, usually extending beyond the entertainment category,
such as department stores.

         The online commerce market is new and rapidly evolving.  We expect that
our online competition will further intensify.  In addition,  the broader retail
filmed entertainment,  prerecorded music and video game industries are intensely
competitive. Our competitors include, among others:

   o     online  retailers,  such  as  Amazon.com,  CDNow.com,    DVDEmpire.com,
         Buy.com, and 800.com;
   o     publishers and wholesalers, such as Time Life Video and Sony;
   o     traditional  retailers,  such as Blockbuster,  Hollywood Entertainment,
         Tower  Records,  Music World,  Sam Goody,  Sam  the Record Man, and VHQ
         Entertainment;
   o     mail order clubs, such as Columbia House;
   o     specialty retailers;
   o     electronic consumer stores; and
   o     mass  merchandisers  and  department  stores,  such  as K-mart; Target;
         Wal-Mart; Sears; Costco.

         We believe that the principal competitive factors in our market are:

   o     price;
   o     merchandising and appeal of site;
   o     delivery;
   o     live customer service;
   o     positive shopping experience;
   o     ease of use, content quality and web site convenience;
   o     brand recognition; and
   o     selection.


                                       5

<PAGE>

         Many  of  our  competitors  have  longer  operating  histories,  larger
customer bases,  greater brand recognition and significantly  greater financial,
marketing and other resources than us. Some of our  competitors,  like Hollywood
Entertainment,  Blockbuster, VHQ Entertainment, Wal-Mart, Costco and Amazon.com,
also may be able to secure  merchandise  from vendors on more  favorable  terms,
devote  greater  resources to marketing and  promotional  campaigns,  adopt more
aggressive pricing or inventory  availability policies, and devote substantially
more resources to web site and systems development than we can.

MARKETING STRATEGY

         We have  adopted a strategy of  capturing  market  share by focusing on
marketing to very targeted consumers on sites that contain relevant content.  We
believe  that  this  strategy  allows us to  dramatically  reduce  new  customer
acquisition costs.

         We utilize several online  marketing  opportunities to reach our market
and drive targeted traffic to our sites:

   o     CONTENT SITES - Content  sites offer  entertainment  and news  features
         to visitors, but do not sell product directly themselves.  Examples are
         BigStar.com,  Reel.com,  DVDReview.com,  and DVDTalk.com. We attempt to
         reach   visitors  to  these  sites   through  a  variety  of  affiliate
         arrangements, sponsored links, and placement of dynamic banners.

   o     PRICE  COMPARISON  SEARCH  ENGINES - These allow surfers to compare the
         prices offered by vendors on a single site.  Examples are  MySimon.com,
         BizRate.com,  CoolSavings.com, and PriceGrabber.com.  Inclusion on such
         sites  involves  uploading the  database,  which is then called up by a
         surfer's search for a specific  title.  When a surfer clicks through to
         our  listing,  we pay a minimal  charge to the price  comparison  site.
         Buy-rates  are  considerably  higher  from  this  type of  traffic,  as
         compared to other forms of Internet  traffic,  since the  customer  has
         already selected the product and vendor, and knows the price.

   o     PAY  FOR  POSITION  SEARCH  ENGINES - This type of search engine allows
         firms to  "sponsor"  results,  by bidding on key words - the higher the
         bid, the higher the result appears in the ranking. We have been able to
         drive  significant  traffic to our site by using this strategy on sites
         such as GoTo.com.  Rankings on GoTo.com are also syndicated to over 75%
         of all search engine sites, including AOL.com and AskJeeves.com.

   o     AFFILIATE SITES - Affiliates provide links directly to our site and are
         paid a commission on all sales that result from a visit that originates
         from their sites.


         Subject  to the  availability  of  capital  resources,  we also plan to
utilize broader  marketing  strategies that and designed to drive traffic to our
site that is  pre-qualified  by interest in the product lines.  These strategies
include:

   o     OPT-IN  EMAIL  CAMPAIGNS  - Lists will be utilized  from  customers  on
         third party sites who have  requested  notification  of  information on
         either movies  (especially  DVD) or CDs. Lists from About.com,  AOL and
         Yahoo.com will be accessed and  aggressively  targeted with  motivating
         content.

   o     AFFILIATE NETWORKS - Agencies have  created  networks of sites in which
         they place  virtual  shopping  malls  within  existing  sites,  such as
         iVillage.com  and  ABC.com,  on a  commission  basis,  similar  to  the
         affiliate model described above. We believe that alliance such networks
         allows us to extend the reach of both  EntertainMe.com's  products  and
         branding, with payment only required upon sale of products.

   o     ENTERTAINMENT NETWORK  SITES - Several media companies  have  assembled
         networks  by  joining  many sites that are  contextually  relevant  and
         accept  third  party   advertising   such  as  ours.  We  believe  that
         advertising  in this manner allows us to cast a broad net,  while still
         staying within the framework of entertainment,  specifically  movies or
         music.

   o     THIRD  PARTY  CO-REGISTRATION  -  Tremendous  volume is being generated
         through  lottery and gaming  sites.  This  traffic  can be  efficiently
         harvested by messaging that requires the viewer to agree that he wishes
         to sign up to a new site or take  advantage  of an offer for a specific
         site.  Viewers  are  then  encouraged  to  "sign  up" on the spot and a
         minimal  charge is generated to the  originating  site.  Although these
         viewers are not on an entertainment site, they have "agreed" to see the
         message  about  DVDs or CDs,  which  gives  the  offer a more  targeted
         audience.


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<PAGE>

   o     PUBLICITY - We try to ensure that all  relevant  publications,  such as
         Yahoo's  Internet  Life,   Sympatico's  NetLife,  and  eCompany,   have
         EntertainMe.com prominently displayed in editorial coverage, especially
         in their fall/Christmas 2001 online shopping guides.

         Lastly, we will employ several different loyalty strategies to not only
retain the customers who come to our site,  but encourage  them to purchase more
frequently.  This strategy includes opt-in email messages and offers,  frequency
discounts,  coupons,  and other benefits that we believe will  differentiate  us
from the competition.

TECHNOLOGY

         Through  our  consultants  and  technical   staff,  we  have  developed
technologies  and  implemented  systems to  support  distributed,  reliable  and
scalable  online  retailing  in  a  secure  and  easy-to-use  format.   Using  a
combination  of  proprietary  solutions  and  commercially   available  licensed
technologies,  we intend to deploy  systems  for online  content  dissemination,
online transaction processing,  customer service, market analysis and electronic
data  interchange.  We estimate  that  approximately  $800,000 and $412,000 were
spent  during the 2001 and 2000 fiscal  years,  respectively,  on  research  and
development  activities,  none of which was borne directly by customers. In 2002
our  investment  in  Technology,   programming   and  system   development   was
approximately $200,000 and this was mostly paid in programmer salaries.

         HARDWARE. Our web delivery system runs on IBM NetFinity Servers. As our
computing   requirements  grow,  we  intend  to  evaluate  other  platforms  for
additional   reliability   and   scalability   over  the   current   Intel-based
architecture.

         Our hardware is  rack-mounted in "server farms" and is designed so that
as business volume grows it can be duplicated in various  hosting  facilities to
provide  full  redundancy  in case of an Internet  outage.  Since  outages  mean
downtime  and an inability to do  business,  the system has been  configured  to
insure  that  more than one piece of  hardware  is  available  to  perform  each
business  function.  If any one  component  is out of service,  traffic  will be
rerouted without impacting the performance of our e-commerce system.

         Graphics  and basic static HTML text and graphics are served from a web
server. The web server is not responsible for connectivity to the database,  and
is under relatively  light load, as the application  servers actually do all the
intensive computing.

         Application  servers  run  the  catalog  system.   These  machines  are
responsible  for  retrieving   information  from  the  database  and  generating
personalized  pages to be sent to the individual  browser sessions.  The servers
run on the Linux platform to ensure speed.

         SOFTWARE. We believe that flexible,  adaptable,  and robust software is
the key to our  success.  We must be able to adapt our site to maximize  ease of
use, consumer appeal,  and competitive  advantage.  Software must also be robust
enough to handle rush hour and peak season  business  volumes.  Our web delivery
system is composed of several software packages working together to comprise the
entire system. The major software packages are configured as follows:

   o     DATABASE - The  current  system  runs on  Oracle.  The  database  holds
         all the  system  information  such as  products,  pricing,  contents of
         customer's carts, and actual orders.

   o     FIREWALL  -  We currently  run a  commercial  firewall  product but are
         considering  implementing  a customized  Linux  solution in the future.
         The firewall software  secures our  information,  yet is fast enough to
         handle the load of peak traffic times.

   o     WEB SERVER  - The web server  that runs our  website is Apache,  the de
         facto  industry standard.  This server was selected for its scalability
         and performance, plus its ability to run on several platforms.

   o     APPLICATION   SERVER  SOFTWARE  -   The   current   application  server
         configuration  runs  on  a  Tom  Cat,  chosen  for  its scalability and
         performance.

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<PAGE>

         CONNECTIVITY.  We use Group Telecom in its Calgary, Canada location for
our Internet access and web hosting.

         SECURITY.  Lynk Systems  handles credit card payments for us. Lynk is a
secure  Internet  payment  system that the customer  accesses  directly from our
website.  To assure  maximum  privacy and  customer  security,  we never see the
customer's credit card number.  Instead, Lynk provides a purchase  authorization
that can be used for future reference to the customer's order.

         ENTERTAINME.COM  IS A VERISIGN  SECURE SITE.  The VeriSign  Secure Site
Program allows  surfers to verify that a site offers  security  measures  before
they  submit  any   confidential   information.   The  logo  and  valid  digital
certificates appearing on our site assure customers that all information sent to
this site,  is in a secure  socket layer  session,  is encrypted  and  protected
against  disclosure to third parties.  Inclusion of the VeriSign logo encourages
purchases on our site, so it is prominently  displayed,  especially in the final
check out pages. To become a VeriSign Secure Site, we have to purchase an annual
digital certificate from VeriSign.

         DATA TRANSFER.  Our distribution  efforts are supported by two-way data
transfer applications, which allow us to transmit orders to Langara Distribution
and in return  receive  order  status  information,  which is  capable  of being
downloaded onto our web site.

INTELLECTUAL PROPERTY

         We use  technology  that  we  have  developed  internally,  as  well as
technologies that are readily available from third party commercial packages. We
enter into confidentiality and assignment agreements with all of our consultants
and vendors who have access to our proprietary information.

         We  currently  own and use the  unregistered  trademark  "entertainme".
There is an existing  Intended  Use Trade Mark  Application  filed in the United
States by Metro One Telecommunications, Inc. ("Metro One"'"), serial # 76189444,
for the  trademark  "ENTERTAINME".  It is our  intention to oppose the trademark
application  of Metro One based on the fact that we have used the  "entertainme"
trademark  since at least  June  2000.  We are in the  process of filing our own
application in the United States and Canada for the "entertainme"  trademark. We
cannot  predict at this time if we will obtain a  registration  for this mark in
either the United States or Canada.

GOVERNMENT REGULATION

         There are currently few laws or regulations  that apply directly to the
Internet.  Due to the increasing popularity of the Internet, it is possible that
a number of local, state,  national or international laws and regulations may be
adopted  with  respect to issues such as the pricing of services  and  products,
advertising,  user privacy,  intellectual  property,  information  security,  or
anti-competitive  practices over the Internet. In addition, tax authorities in a
number of states are  currently  reviewing  the  appropriate  tax  treatment  of
companies engaged in Internet commerce. New state tax regulations may subject us
to  additional  state  sales,  use,  and income  taxes.  Because our business is
dependent  on the  Internet,  the adoption of any such laws or  regulations  may
decrease the growth of Internet  usage or the  acceptance  of Internet  commerce
that could, in turn,  decrease the demand for our services and increase costs or
otherwise have a material adverse effect on our business, results of operations,
and financial  condition.  To date, we have not spent  significant  resources on
lobbying or related  government  affairs issues, but we may need to do so in the
future.

EMPLOYEES

         As of  September  30,  2002,  Wilmington  Rexford,  E-Trend and Langara
Distribution  had a total  of 12 full  time  employees,  including  4  executive
positions,  1  in  technology,  1  in  marketing,  6  in  operations,  and  1 in
accounting.  None  of  our  employees  is  covered  by a  collective  bargaining
agreement.


                                       8

<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTY.

         Our principal  executive offices are located at 420 Lincoln Road, Suite
301 Miami Beach,  Florida 33139 where we lease approximately 1000 square feet of
space on a lease expiring April 2003. Our Subsidiary,  Langara  Distribution has
an office located at 5919-3rd St. S.E., Calgary,  Alberta, Canada, T2H 1K3 where
we lease  approximately  4,608 square feet of space on a lease expiring November
2004.


ITEM 3.  LEGAL PROCEEDINGS.

         None.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None.














                                       9
<PAGE>


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         Our  common  stock has been  trading on the  over-the-counter  bulletin
board ("OTCBB") under the symbol "WREX" Since February 20, 2002 The common stock
was first listed on June 9, 1998 under the symbol "MNGD".  From March 1, 1999 to
February 22, 2001,  the stock traded under the symbol  "CULE" and from  February
22, 2001 to February 20, 2002 the stock  traded under the symbol of "ETDN".  The
following  table  sets forth the range of high and low bid  quotations  for each
fiscal  quarter  for  the  last  two  fiscal  years.  These  quotations  reflect
inter-dealer  prices without retail mark-up,  mark-down,  or commissions and may
not necessarily represent actual transactions.


    FISCAL QUARTER ENDING                         HIGH BID          LOW BID

    December 31, 2000.........................    $   9.38         $   1.56
    March 31, 2001............................    $   4.69         $   1.02
    June 30, 2001.............................    $   2.25         $   0.65
    September 30, 2001........................    $   2.50         $   1.00
    December 31, 2001.........................    $   1.85         $   0.72
    March 31, 2002............................    $   0.91         $   0.26
    June 30, 2002.............................    $   0.47         $   0.22
    September 30, 2002........................    $   0.29         $   0.10

    On January 10, 2003, the closing price for the common stock was $0.04

         As of September 30, 2002,  there were 223 record  holders of our common
stock.  Since our inception,  no cash dividends have been declared on our common
stock.


ITEM 6.  MANAGEMENT'S DISCUSSION ANALYSIS AND PLAN OF OPERATION.

OVERVIEW

         Effective  February 21, 2001 an arrangement  was completed  between the
company,  then known as Cool Entertainment,  Inc. and E-Trend Networks,  Inc., a
Nevada corporation, whereby the shareholders of E-Trend Networks, Inc. exchanged
all of their common shares for 4,439,371 shares of Cool common stock.

         Following the acquisition the former  shareholders of E-Trend Networks,
Inc.  held a majority of Cool's  total  issued and  outstanding  common  shares;
E-Trend Networks, Inc. was thereby deemed to be the acquiror.  Accordingly,  the
transaction  has been  accounted  for as a reverse  takeover  using the purchase
method  whereby the assets and  liabilities  of Cool have been recorded at their
fair market  values and  operating  results have been  included in the company's
financial statements from the effective date of purchase.  The fair value of the
net assets acquired is equal to their book values. The excess of $155,200 of the
consideration  given  over the net  assets  acquired  has been  recognized  as a
capital transaction and charged directly to the deficit.

         On  December  26th,  2001,  an  agreement  was  reached  whereby  a new
organization  and  management  team led by eAngels  International  would acquire
controlling  interest in E-Trend Networks,  Inc. Effective February 19, 2002, we
changed our name to Wilmington  Rexford,  Inc., in an effort to properly reflect
changes in our business focus. Concurrent with the name change, we announced our
plans  to  focus  our  operations  on  venture  development,  a  business  model
predicated on the acquisition,  financing, and management of a diverse portfolio
of related businesses.


                                       10

<PAGE>

         In the first  quarter of 2002,  in relation to the  proposed  change in
controlling  shareholder,  we received a debt financing  commitment from eAngels
International  for up to  $1,000,000.  The notes carried an interest rate of ten
percent and have a provision  allowing  for deferral of interest  payments.  The
notes can be exchanged at any time for WREX common  stock.  The number of shares
issued  will be  calculated  by  dividing  the  principal  amount of notes to be
exchanged by the exercise  price of the common  stock.  Of the  $1,000,000  debt
financing  commitment,  Wilmington  Rexford,  Inc.  utilized  $0.00 in the first
quarter;  $185,000.00 in the second  quarter;  $194,983.88 in the third quarter;
and  $292,222.12 in the fourth  quarter.  The net proceeds were used to increase
liquidity,  repay debt,  and for other  general  working  capital and  corporate
purposes.

         On December  24,  2002,  Wilmington  Rexford and eAngels  International
agreed to an exchange of $200,000 of its $731,795.77  aggregate principal amount
of outstanding debt securities, in a private placement for WREX common stock. As
of the offer on December  24,  2002,  $200,000  had been  validly  tendered  and
accepted  for  exchange.  This will reduce  Wilmington  Rexford's  total debt by
$200,000.  On the basis of the  current  trading  price for WREX  common  stock,
10,000,000  shares were  issued to eAngels  EquiDebt  Partners V, LLC,  which is
controlled  by eAngels  International  as  consideration  for the  exchange  and
subsequent reduction in debt securities. On the basis of the current outstanding
amount  of  WREX  common  stock,   the  shares  to  be  issued  would  represent
approximately 66 percent of the WREX common stock on a fully diluted basis.

         Following the issuance of  approximately  10,000,000  shares to eAngels
EquiDebt  Partners  V, LLC,  which is  controlled  by eAngels  International  in
relation to the conversion of $200,000 in debt  securities to WREX common stock,
eAngels  EquiDebt  Partners V, LLC holds a majority of WREX's  total  issued and
outstanding  common  shares,  and is thus deemed our  controlling  and  majority
shareholder.

         During the year ended September 30, 2002, the Company borrowed $672,206
from  eAngels.  The notes bear  interest  at 10% per year and are due on July 1,
2003. For the year ended September 30, 2002,  interest  expense related to these
notes totaled  $22,221.  These notes are not required to be repaid to the extent
that the advances due from related parties, which totaled approximately $250,000
at September 30, 2002 are not collected.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         Our discussion  and analysis of our financial  condition and results of
operations are based upon our condensed consolidated financial statements, which
have been prepared in accordance with accounting  principles  generally accepted
in the United States of America.  The preparation of these financial  statements
requires us to make estimates and judgments that affect the reported  amounts of
assets,   liabilities,   revenues  and  expenses,  and  related  disclosures  of
contingent  assets  and  liabilities.  On an  ongoing  basis,  we  evaluate  our
estimates,  including those related to impairment of long-lived  assets. We base
our estimates on historical  experience and on various other assumptions that we
believe to be reasonable under the circumstances,  the results of which form the
basis for making  judgments  about the carrying value of assets and  liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different  assumptions or conditions;  however, we believe
that  our  estimates,   including  those  for  the  above-described  items,  are
reasonable.

IMPAIRMENT OF LONG-LIVED ASSETS.

         Our long-lived  assets  include  property,  equipment and goodwill.  We
assess  impairment of long-lived assets whenever changes or events indicate that
the carrying value may not be recoverable.  In performing our assessment we must
make  assumptions  regarding  estimated  future cash flows and other  factors to
determine the fair value of the respective  assets. If these estimates change in
the  future  we may be  required  to record  impairment  charges  against  these
respective assets.

STOCK BASED COMPENSATION.

         Options  granted to employees under the Company's Stock Option Plan are
accounted for by using the intrinsic method under APB Opinion 25, Accounting for
Stock Issued to Employees  (APB 25). In October 1995,  the Financial  Accounting
Standards Board issued Statement No.123, Accounting for Stock-Based Compensation
(SFAS123),  which  defines a fair value  based  method of  accounting  for stock
options.  The accounting  standards  prescribed by SFAS 123 are optional and the
Company has continued to account for stock  options  under the  intrinsic  value
method specified in APB 25.

                                       11

<PAGE>


RESULTS OF OPERATIONS

         FISCAL  YEARS ENDED  SEPTEMBER  30,  2002 AND 2001.  We  experienced  a
nominal  decrease in revenues for the year ended  September 30, 2002 as compared
to previous  fiscal year.  The decrease is primarily due to decreased unit sales
of the Company's  EntertainMe.com website. The decrease, both as a percentage of
revenues and in absolute dollars, was primarily attributable to the reduction of
the Company's  advertising  campaign  consistent  with cost cutting  initiatives
implemented  during  earlier  periods.  Sales  for the  2002  fiscal  year  were
$2,014,696, compared to $2,139,804 for the 2001 fiscal year.

         Gross profit was  $364,767  and  $293,032  for the twelve  months ended
September 30, 2002 and 2001,  respectively,  representing  an increase of 24.5%,
respectively.  Gross  margin  increased  to 18.1%  from 13.7% for the year ended
September  30, 2002 as compared to the previous  fiscal  year.  Increases in the
absolute  dollars of gross profit for the twelve month  period  correspond  with
improvements  in  transportation  and  inventory  management,  improved  product
sourcing,  suspension  of the  Company's  discount  reward  program,  as well as
increased   product   sales  of  VHS  movies  and  DVD   videos,   through   the
EntertainMe.com website, which carry a higher gross profit margin.

         Operating  expenses  decreased to  $1,247,727  for the 2002 fiscal year
from  $2,378,112  for the 2001 fiscal year,  representing  61.9% and 111% of net
sales for the  corresponding  periods,  respectively.  The  decline in  absolute
dollars of operating  expenses for the twelve month period  correspond  with the
Company's operational  restructuring plan, which reduced the number of headcount
positions in finance and  administration  within the Company, a reduction in our
marketing budget,  website  development  expenditures,  technology and operating
infrastructure  expenditures,  as well as a  reduction  in  spending  due to the
completion  of the  Company's  website,  and b2b software  platform,  which were
completed, and expensed, in the December 31, 2001 period.

         Net loss was  $1,115,911  and  $2,211,204  for the twelve  months ended
September 30, 2002 and 2001, respectively,  a decrease of 49.5%. The improvement
in net loss in comparison  with the prior year was primarily due to increases in
the Company's  gross profit margin,  and decline in marketing,  technology,  and
administrative-related expenditures.

         Although the Company incurred significant losses prior to the Company's
announced   strategic  shift  in  business  model,   the  Company   initiated  a
restructuring  plan in December  2001,  instigated by the new  management  team,
which  encompassed a series of  cost-cutting  initiatives.  Consistent  with our
plan, we intended to reduce our marketing budget, our discount program, web site
development activities, and technology and operating infrastructure development.
Furthermore, a series of operating expenses pertaining to the Company's shift in
business model and associated costs have been accounted for, and expensed during
the current quarter.

LIQUIDITY AND CAPITAL RESOURCES

         On September  30, 2002,  the Company had a working  capital  deficit of
$609,619  compared to a surplus of $155,169 on September 30, 2001, a decrease of
492% over the  comparable  period.  Our cash and cash  equivalents  balance  was
$26,262 and $112,524,  a decrease of 76% and our marketable  securities  balance
was $0 and $129,699.  The decline in our marketable securities balance is due to
the sale of the Company's primary  publicly-traded-holding,  VHQ  Entertainment,
Inc., (TSE:VHQ).

         Our  operations  used cash of  $587,615  for the 2002 fiscal  year,  as
compared to $1,675,  591 for the previous fiscal period. We also used $8,730 for
the purchase of property and equipment,  as compared to using $149,405 in fiscal
2001 for the purchase of property and equipment.  We received  $672,206 from the
issuance  of Note  Debentures  during  the 2002  fiscal  year from our  majority
shareholder,  eAngels  International,  as  compared  to having  raised $0 during
fiscal 2001. In connection with this issuance,  we advanced  $224,655 to related
parties during the fiscal year. It is expected that the company will receive net
repayments from the related parties in the amount of $224,655, plus any interest
that has accrued during fiscal 2003.

         At September  30, 2001,  we had a working  capital  surplus of $155,169
compared to a surplus of $1,908,174  at September  30, 2000. To date,  virtually
all of our  resources  have been  provided  from the sale of common stock or


                                       12

<PAGE>


the issuance of debt through our  corporate  debentures.  At the current rate of
expenditure, additional funds from the sale of common stock or debt will have to
be secured to enable us to continue to operate.

         The accompanying  consolidated  financial statements have been prepared
in conformity with accounting principles generally accepted in the United States
of America,  which contemplates  continuation of the Company as a going concern.
Going  concern  assumes that the Company  will  continue in  operations  for the
foreseeable  future and will be able to realize  its  assets and  discharge  its
liabilities in the normal course of operations.

         The Company has incurred substantial operating losses and negative cash
flows from operations from inception  through  September 30, 2002.  Although the
Company believes it will become cash flow positive from operations by the end of
the fiscal year ending  September 30, 2003,  there can be no assurance that this
will occur.  In the absence of achieving  positive cash flows from operations or
obtaining  additional debt or equity financing,  the Company may have difficulty
meeting  obligations  as they become due,  and may be forced to  discontinue  or
modify a business segment or overall operations.

         To address  these  concerns,  the Company  continues to pursue new debt
and/or equity financing  opportunities,  and is actively  expanding its customer
base and is currently in process of  implementing  cost cutting  strategies,  to
increase profitability and liquidity. Furthermore, concurrent with the Company's
change  in  controlling  shareholder,  the  Company  received  a debt  financing
commitment  from  eAngels  International,  for up to  $1,000,000  in  the  first
quarter. As of December 24, 2002,  Wilmington Rexford had drawn upon $731,795.77
from the aforementioned eAngels  International,  Inc. debt financing commitment.
As a result,  Wilmington  Rexford still has approximately  $268,204 available to
the  Company,  which can be used for  general,  corporate,  and working  capital
purposes, under the debt financing commitment.

         The Company is also currently in negotiations  with a series of funding
sources to place a $1,000,000 inventory line of credit for the Company's Langara
Distribution  subsidiary.  The  Company  believes  that  the  placement  of this
inventory  line of  credit  would  have an  immediate,  favorable  effect on the
Company's  financial  position,  as the Company  would be able to  attract,  and
service, a larger, and a more diverse set of customers.

         Management believes that actions presently being taken, as described in
the preceding paragraph,  provide the opportunity for the Company to continue as
a going concern, however, there is no assurance this will occur.

         To date,  virtually all of the company's  resources  have been provided
from the sale of  common  stock  and debt  securities.  At the  current  rate of
expenditure, additional funds from the sale of common stock or debt will have to
be secured to enable the company to continue to operate. We continually evaluate
opportunities  to sell additional  equity or debt  securities,  or obtain credit
facilities  from  lenders for  strategic  reasons or to further  strengthen  our
financial position. The sale of additional equity or convertible debt securities
could result in additional dilution to the Company's stockholders.  In addition,
we will,  from  time to time,  consider  the  acquisition  of or  investment  in
complementary  businesses,   products,   services  and  technologies,   and  the
repurchase and retirement of debt, which might impact our liquidity requirements
or cause us to issue  additional  equity  or debt  securities.  There  can be no
assurance that financing will be available in amounts or on terms  acceptable to
us, if at all.

         There is no assurance that this financing arrangement will enable us to
implement  our  long-term  growth  strategy.  Our  failure to obtain  additional
financing  when needed could result in delay or the indefinite  postponement  of
attaining profitability, and the possible loss of your entire investment.

PLAN OF OPERATION

         Prior to the first quarter of 2002,  the Company's  principal  business
strategy focused on the distribution of packaged  entertainment  media,  through
distribution   channels   encompassing  both  online  electronic   commerce  and
traditional  bricks-and-mortar  outlets.  The Company  operated an online retail
website   WWW.ENTERTAINME.COM  and  through  its  fulfillment  and  distribution
subsidiary,   Langara   Distribution,   the  Company  offered  distribution  and
fulfillment services to both traditional retail and online merchants.

         On  December  26th,  2001,  an  agreement  was  reached  whereby  a new
organization  and management  team lead by eAngels  International  would acquire
controlling interest in E-Trend Networks, Inc. Furthermore,  January

                                       13

<PAGE>

17th, 2002,  the  Company  announced that it would change its name to Wilmington
Rexford, Inc.,  in  an  effort  to  properly  reflect  changes  in the Company's
business focus.

         Concurrent with the name change, the Company announced that it plans to
focus its operations on venture development,  a business model predicated on the
acquisition,  financing,  and  management  of a  diverse  portfolio  of  related
businesses.  The Company will seek to make investments and or acquisitions  that
meet its portfolio criteria,  and then pursue pre-defined  strategies to support
the operating management in enhancing the value of these businesses.

Wilmington Rexford will employ the following key strategic initiatives:

   o     explore  potential  synergies within the Company's  current  operations
         by expanding  the product  portfolio  and service  lines of its offline
         distribution  and  fulfillment  business,   with  that  of  its  online
         e-commerce   business,   capitalizing   on   the   Company's   existing
         Business-to-Business  e-commerce capabilities, as well as the Company's
         unique    capacity   to   combine   product   supply   and   technology
         infrastructure;

   o     identify profitable middle market businesses whose enterprise value can
         be enhanced  through the adoption of an  e-commerce  strategy and other
         technologies,  the implementation of innovative business practices, the
         addition of experienced industry specific management, and through other
         traditional means of increasing efficiency and profitability;

   o     optimize  current  investments,  and   subsidiary   companies,  through
         operational  improvements,  by  stimulating  sales growth;  redeploying
         marketing  resources;  improving  productivity;   effectively  managing
         working capital;  reducing costs;  exploring portfolio synergies within
         our Company; and establishing results-driven incentive plans;

   o     explicitly focus on improving  Return on Capital (ROC) as a  management
         goal alongside EPS and cash flow growth;

   o     monetize existing assets which have exhibited strong increased revenue,
         earnings  and  market  share  growth,  and whom would  benefit  from an
         independent capital, management and operational structure; and

   o     acquire  companies  and  grow  them  organically,  as  well  as via the
         acquisition of complementary businesses or product lines as the lead or
         majority investor.

         The Company's  venture  development  strategy is predicated on creating
shareholder  value through higher earnings per share and stronger cash flow. The
Company will deliver on this  strategy by  generating  revenue and earnings from
stable,  consistent  sources;  through healthy organic business growth;  through
strong cash flow generation; through acquisitions that are immediately accretive
to earnings,  that fit within the Company's  existing  business  segments;  and,
through  a  relentless  focus  on  productivity   improvements   throughout  the
businesses  that the Company  acquires  and  operates  within its  portfolio  of
operating subsidiaries. While the option exists to retain each portfolio company
within its  business  segment,  from  time-to-time  the  Company  will  consider
different  monetization  efforts,  which  include a  strategic  sale to a larger
consolidator or a Public Offering of the portfolio company.

         We announced a change to our current  business  plan in January of 2002
and therefore have a very limited  operating  history under our current business
plan. Although we have formed and capitalized  Wilmington Rexford, Inc., we have
not yet acquired any subsidiaries.  Moreover,  Wilmington Rexford is approaching
profitability,  with the  substantial  operating  improvement  of its  affiliate
companies. As of this filing, Langara Distribution is generating net income from
operations, and www.EntertainMe.com is approaching profitability.

         Immediately  prior  to the  Company's  announcement  that it  would  be
shifting  its  business  model,  the Company  commenced a series of  initiatives
within  its  Langara  Distribution  and  EntertainMe.com  operations,  to  drive
profitable,  organic growth,  through product innovation,  superior service, and
additional  service  lines,  governed by a more  stringent  financial  operating
structure, and a heightened emphasis on Return on Capital.


                                       14

<PAGE>


         Within our venture  development  operations,  we face  competition  for
potential  acquisitions  from a broad range of  potential  acquirers,  including
buyout funds,  strategic and financial  investors and operating companies in the
same industries as the targets. Many of these competitors have greater financial
resources and brand name recognition than we do. These competitors may limit our
opportunity to acquire  companies that meet our criteria or may adversely affect
the  prices  and terms on which  acquisitions  may be made.  If we  cannot  make
acquisitions  on  acceptable  terms,  then we may  not be  able to  successfully
execute our strategy.

         Within our e-commerce operations,  the segments in which we compete are
relatively new, rapidly  evolving and intensely  competitive.  In addition,  the
market  segments in which we participate  are intensely  competitive and we have
many  competitors  in different  industries,  including  the Internet and retail
industries.

         The e-commerce sales and distribution of filmed entertainment and music
is very competitive. We face a number of competitors,  with competition existing
on a global basis.  The main  competitive  factors are  availability,  price and
service.  Management  continues  to review and assess  our  competitors,  and is
continually vigilant to industry trends.

         Within our current operations, which include our ecommerce segment, and
our  distribution  segment,  we will  continue to seek  strategic  alliances and
acquisitions  that will complement our existing  business and overall  corporate
strategy as  expressed  in our  business  plan.  Furthermore,  we believe we are
poised to implement key strategic initiatives that will include:

            o    increasing  the  number  of  music  titles carried in Langara's
                 inventory,
            o    adding DVD and key VHS titles to the Langara product mix,
            o    amending movie purchasing agreements to reduce product cost,
            o    improving  the  data  model  and  overall  scalability  of  the
                 e-commerce engine,
            o    improving  site  capacity  to  seamlessly  manage  the  planned
                 increase in site traffic and sales volumes,
            o    merging our three internet sites (MovieSource.com, VHQMusic.com
                 and  EntertainMe.com)  into one brandable entertainment-focused
                 supersite {EntertainMe.com (and EntertainMe.ca in Canada)},
            o    initiating new online marketing campaigns,
            o    implementing new software to enable seamless B2B2C (Business to
                 Business to Consumer) applications,
            o    increasing offline internal sales efforts through the  addition
                 of  sales  personnel, trade  show representation, and marketing
                 campaigns,
            o    obtaining new equity capital, and
            o    adding strategic alliances to expand the reach of entertainment
                 products.

As of September 30, 2002, we had a working capital deficit of $609,619.

         As a result,  we will need external  financing to implement our plan of
operations. Concurrent with the Company's change in controlling shareholder, the
Company received a debt financing commitment from eAngels  International,  Inc.,
for up to $1,000,000 in the first quarter.  As of December 24, 2002,  Wilmington
Rexford   had  drawn   upon   $731,795.77   from  the   aforementioned   eAngels
International,  Inc. debt financing commitment.  As a result, Wilmington Rexford
still has approximately $268,204 available to the Company, which can be used for
general,  corporate,  and working  capital  purposes,  under the debt  financing
commitment.

         The  Company  is  currently  in  negotiations  with a series of funding
sources to place a $1,000,000 inventory line of credit for the Company's Langara
Distribution  subsidiary.  The  Company  believes  that  the  placement  of this
inventory  line of  credit  would  have an  immediate,  favorable  effect on the
Company's  financial  position,  as the Company  would be able to  attract,  and
service, a larger, and a more diverse set of customers.

         To date,  virtually all of the company's  resources  have been provided
from the sale of  common  stock  and debt  securities.  At the  current  rate of
expenditure, additional funds from the sale of common stock or debt will have

                                       15

<PAGE>

to be secured to enable the  company to  continue  to  operate.  We  continually
evaluate  opportunities to sell additional equity or debt securities,  or obtain
credit  facilities from lenders for strategic  reasons or to further  strengthen
our  financial  position.  The sale of  additional  equity or  convertible  debt
securities could result in additional dilution to the Company's stockholders. In
addition,  we will, from time to time, consider the acquisition of or investment
in  complementary  businesses,  products,  services  and  technologies,  and the
repurchase and retirement of debt, which might impact our liquidity requirements
or cause us to issue  additional  equity  or debt  securities.  There  can be no
assurance that financing will be available in amounts or on terms  acceptable to
us, if at all.

         There is no assurance that this financing arrangement will enable us to
implement  our  long-term  growth  strategy.  Our  failure to obtain  additional
financing  when needed could result in delay or the indefinite  postponement  of
attaining profitability, and the possible loss of your entire investment.

FORWARD-LOOKING STATEMENTS

Certain  statements in this Annual Report on Form 10-KSB,  as well as statements
made by the company in periodic  press  releases,  oral  statements  made by the
company's  officials to analysts and shareholders in the course of presentations
about the company, constitute "forward-looking statements" within the meaning of
the  Private  Securities  Litigation  Reform Act of 1995.  Such  forward-looking
statements  involve known and unknown  risks,  uncertainties,  and other factors
that may cause the actual results, performance or achievements of the company to
be materially  different from any future  results,  performance or  achievements
expressed or implied by the forward looking  statements.  Such factors  include,
among other things, (1) general economic and business  conditions;  (2) interest
rate changes;  (3) the relative  stability of the debt and equity  markets;  (4)
competition;  (5) demographic changes; (6) government  regulations  particularly
those  related to  Internet  commerce;  (7)  required  accounting  changes;  (8)
equipment  failures,  power outages, or other events that may interrupt Internet
communications;  (9)  disputes or claims  regarding  the  company's  proprietary
rights to its software and  intellectual  property;  and (10) other factors over
which the company has little or no control.


ITEM 7.  FINANCIAL STATEMENTS.

         See pages beginning with page F-1.


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         At a shareholders'  meeting held January 26, 2001, the  shareholders of
E-Trend Networks, Inc., then a private Nevada corporation, approved the election
of KPMG  LLP to  audit  the  financial  statements  for the  fiscal  year  ended
September  30, 2001.  Our Board of Directors  recommended  KPMG LLP because that
firm was our  existing  certifying  accountant,  which  then  became  the parent
company of E-Trend  Networks due to the acquisition  described above. We did not
consult KPMG regarding the  application  of accounting  principles to a specific
completed or contemplated  transaction,  or the type of audit opinion that might
be rendered on our financial statements.

         Ernst & Young LLP had  audited  the  financial  statements  of  E-Trend
Networks for the fiscal year ended  September  30,  2000.  The report of Ernst &
Young did not contain an adverse  opinion or  disclaimer  of opinion and was not
modified as to uncertainty, audit scope, or accounting principles. There were no
disagreements  with  Ernst & Young on any  matter of  accounting  principles  or
practices, financial statement disclosure, or auditing scope or procedure which,
if not resolved to the  satisfaction  of Ernst & Young,  would have caused it to
make reference to the subject matter of the  disagreement in connection with its
report.

         On May 1, 2002,  our Directors  announced the  appointment  of Kaufman,
Rossin & Co., P.A. to audit the financial  statements  for the fiscal year ended
September  30, 2002.  The decision to change  auditors was based upon  financial
considerations.  During  the two most  recent  fiscal  years and the  subsequent
interim period, neither we nor anyone on our behalf consulted Kaufman,  Rossin &
Co., P.A.  regarding  the  application  of  accounting  principles to a specific
completed or contemplated  transaction,  or the type of audit opinion that might
be rendered on our financial statements.

                                       16


<PAGE>


         The audit report of KPMG LLP on our financial  statements as of and for
the fiscal year ended  September 30, 2001 did not contain an adverse  opinion or
disclaimer of opinion and was not modified as to  uncertainty,  audit scope,  or
accounting principles, except as follows:

         The audit report of KPMG LLP on our financial  statements as of and for
the fiscal year ended September 30, 2001 contained a separate paragraph stating:
"The accompanying  consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in note 1 to the
consolidated  financial statements,  the Company has suffered substantial losses
and negative  operating cash flow, which  circumstance  raises substantial doubt
about its ability to continue as a going concern.  Management's  plans in regard
to this  circumstance are also described in note 1. The  consolidated  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty."

         During our two most  recent  fiscal  years and the  subsequent  interim
period ending May 1, 2002, there were no  disagreements  between us and KPMG 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 KPMG LLP,  would have caused that firm to make reference to the
subject  matter of the  disagreement  in connection  with its audit  report.  We
requested  KPMG LLP to  furnish a letter  addressed  to the  Commission  stating
whether it agreed with the above statements. A copy of that letter, dated May 1,
2002, was filed as Exhibit 16.1 a Form 8-K dated May 1, 2002.

         There were no other  "reportable  events" as that term is  described in
Item  304a(1)(v) of Regulation  S-K occurring  within our two most recent fiscal
years and the subsequent interim period ending May 1, 2002












                                       17

<PAGE>


                                    PART III

ITEM 9.      DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
             COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

         Our executive officers and directors are:

         NAME                      AGE     POSITION
         Garrett K. Krause          36     Chairman of the Board & Chief
                                           Executive Officer
         Robert G. Taylor           25     Director, President and Chief
                                           Financial Officer
         Sean L. Krause             32     Director, Vice President and
                                           Corporate Secretary
         Bob Duszynski              36     President, Langara Distribution, Inc.

         Our directors are elected annually by our shareholders and our officers
are  appointed  annually by our board of  directors.  Vacancies in our board are
filled by the board itself. Set forth below are brief descriptions of the recent
employment and business experience of our executive officers and directors.

GARRETT K. KRAUSE, CHAIRMAN OF THE BOARD & CHIEF EXECUTIVE OFFICER.

         Mr. Krause was recently  appointed as our Chairman & CEO on January 10,
2003. Since 1992, Mr. Krause has also been the Founder, and Managing Director of
eAngels International, an angel investor network, based in Miami, Florida, where
investors  can come  together  to launch,  invest in, and grow  viable  business
concepts into  industry-leading  organizations.  eAngels  International played a
principal  role  in  the  founding  of  Wilmington   Rexford  and  continues  to
participate in the  investment in the real estate,  financial  services,  media,
entertainment,   and  technology  industries.  Mr.  Krause  studied  finance  at
University of Calgary before starting his private investment and entrepreneurial
ventures.  During his tenure at Wilmington Rexford, and at eAngels, Mr. Krause's
responsibilities  encompassed various areas of management  operations,  merchant
and investment banking, venture capital, and corporate finance.

ROBERT G. TAYLOR, PRESIDENT AND CHIEF FINANCIAL OFFICER.

         Mr. Taylor has been our  President  and a director  since January 2002.
From  November,  2001 to May,  2002, Mr. Taylor served as the President & CEO of
Tec Factory, Inc., a Fort Lauderdale, Florida, based full-service infrastructure
and facilities provider,  delivering completely integrated services to expansion
stage and emerging-growth companies. Mr. Taylor earned a Bachelor of Science and
Masters in Business  Administration from Loyola Marymount University in 2002 and
is  currently  pursuing  his  Masters  of Science in  Financial  Engineering  at
Claremont Graduate  University.  During his tenure at Wilmington Rexford,  Inc.,
and at Tec Factory,  Inc., Mr.  Taylor's  responsibilities  encompassed  various
areas of management  operations,  business development and planning,  financial,
public and investor relations, and merchant and investment banking.

SEAN L. KRAUSE, VICE PRESIDENT.

         Mr.  Sean  Krause has been our  Executive  Vice  President  of Business
Development and Corporate  Secretary  since January 2002. From January,  1995 to
January,   2003,   Mr.  Sean  Krause  served  as  the  President  of  FutureVest
Corporation,  an  international  venture  capital and investment  company,  with
principal operations in Miami,  Florida. In addition to his duties at Wilmington
Rexford,  Mr.  Sean  Krause  also  serves on the board of  directors  of eAngels
International,  which he joined in February  2002. In 2001,  Mr. Krause earned a
Bachelors degree from Malaspina University in British Columbia,  Canada.  During
his operational tenure at FutureVest, Inc., and at Wilmington Rexford, Inc., Mr.
Sean  Krause's   responsibilities   encompassed   various  areas  of  management
operations, marketing, business and operational planning.


                                       18

<PAGE>


BOB DUSZYNSKI, PRESIDENT OF LANGARA DISTRIBUTION.

         Mr.  Duszynski  has been the  President of Langara  Distribution,  Inc.
since  October,  2002.  Prior to his  appointment  to the  Presidency of Langara
Distribution,  Mr.  Duszynski was the Vice  President of Operations  from April,
2000, to October,  2002. Prior to his appointment at Langara  Distribution,  Mr.
Duszynski  was the Manager of Operations  and  Purchasing  for Diz  Investments,
Ltd.,  a music  retail  chain in  Alberta,  Calgary  from  1984 to 2000.  In his
capacity  as the Vice  President  of  Operations  at Langara  Distribution,  Mr.
Duszynski was responsible for growing the size, loyalty and profitability of the
customer  base,  focusing on  relationship  marketing,  customer  experience and
market intelligence. Mr. Duszynski is a founding member of Langara Distribution,
Inc.  During  his  operational  tenure  at  Langara   Distribution  and  at  Diz
Investments, Ltd., Mr. Duszynski's responsibilities encompassed various areas of
product selection and procurement, merchandising, fulfillment, marketing, sales,
and management operations.

CONFLICTS OF INTEREST

         Members of our management are associated with other firms involved in a
range  of  business  activities.  Consequently,  there  are  potential  inherent
conflicts of interest in their acting as officers and  directors of our company.
Insofar as the officers and directors are engaged in other business  activities,
we anticipate they will devote only a minor amount of time to our affairs.

         Our  officers  and  directors  are  now and  may in the  future  become
shareholders,  officers or directors of other companies, which may be formed for
the  purpose of  engaging in  business  activities  similar to us.  Accordingly,
additional  direct conflicts of interest may arise in the future with respect to
such individuals acting on behalf of us or other entities. Moreover,  additional
conflicts of interest may arise with respect to opportunities  which come to the
attention of such  individuals in the  performance of their duties or otherwise.
Currently,  we do not have a right of first refusal  pertaining to opportunities
that come to their attention and may relate to our business operations.

         Our  officers  and  directors  are, so long as they are our officers or
directors, subject to the restriction that all opportunities contemplated by our
plan of operation  which come to their  attention,  either in the performance of
their duties or in any other manner, will be considered opportunities of, and be
made available to us and the companies that they are affiliated with on an equal
basis. A breach of this  requirement will be a breach of the fiduciary duties of
the officer or  director.  If we or the  companies  with which the  officers and
directors are affiliated both desire to take advantage of an  opportunity,  then
said officers and directors  would abstain from  negotiating and voting upon the
opportunity.  However,  all directors may still  individually  take advantage of
opportunities  if we should decline to do so. Except as set forth above, we have
not  adopted  any  other  conflict  of  interest  policy  with  respect  to such
transactions.

         We  do  not  have  any  standing  audit,  nominating,  or  compensation
committees of our board of directors.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

         During the fiscal year ended September 30, 2002, the following  persons
were required to file reports under Section 16(a) of the Securities Exchange Act
of 1934:

--------------------------------------------------------------------------------
REPORTING PERSON             DATE REPORT DUE                DATE REPORT FILED
--------------------------------------------------------------------------------
Robert G. Taylor           Form 3 due 01/28/02                  12/24/02
--------------------------------------------------------------------------------
Sean L. Krause             Form 3 due 01/28/02                  01/13/03
--------------------------------------------------------------------------------
Garrett K. Krause          Form 3 due 12/24/02                  12/27/02
--------------------------------------------------------------------------------



                                       19


<PAGE>


ITEM 10. EXECUTIVE COMPENSATION.

         The following  table sets forth  information  the  remuneration  of our
chief executive officers for the last three completed fiscal years.

<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE
                                                                          LONG TERM COMPENSATION
                                ANNUAL COMPENSATION                         AWARDS             PAYOUTS
                                                         OTHER     RESTRICTED   SECURITIES
    NAME AND                                            ANNUAL        STOCK     UNDERLYING      LTIP        ALL OTHER
    PRINCIPAL                                          COMPENSA-     AWARD(S)     OPTIONS/      PAYOUTS      COMPENSA-
    POSITION        YEAR     SALARY ($)    BONUS ($)    TION($)         ($)       SARS (#)        ($)         TION($)
<S>                 <C>     <C>             <C>       <C>           <C>           <C>            <C>         <C>
----------------------------------------------------------------------------------------------------------------------
    Robert G.       2002        -0-          -0-        $26,900        -0-          -0-          -0-          -0-
     Taylor
  President (1)<F1>
----------------------------------------------------------------------------------------------------------------------
   Ayaz Kara,       2002        -0-          -0-          -0-          -0-          -0-          -0-          -0-
  President (2)<F2>
----------------------------------------------------------------------------------------------------------------------
   Caroline G.      2001      $78,166        -0-          -0-          -0-          -0-          -0-          -0-
   Armstrong,       2000    Cdn$79,182       -0-          -0-          -0-        75,000         -0-          -0-
  President and
     CEO (3)<F3>
----------------------------------------------------------------------------------------------------------------------
    Gregg C.        2001        -0-          -0-          -0-          -0-        100,000        -0-          -0-
    Johnson,        2000     US$16,000       -0-      US$8,400(5)      -0-          -0-          -0-          -0-
  President (4)<F4>         Cdn$99,420
                    1999    Cdn$32,000       -0-       US$946(5)       -0-          -0-          -0-          -0-
----------------------------------------------------------------------------------------------------------------------
---------------------
<FN>
(1)<F1>  Mr. Taylor was the President from January 2002 through December 2002.
(2)<F2>  Mr. Kara was the President from November 2001 to January 2002.
(3)<F3>  Ms. Armstrong was the President and Chief Executive Officer from March 2001 to November 2001.
(4)<F4>  Mr. Johnson was the President and Chief Executive Officer from July 1999 through February 2001.
(5)<F5>  At the time, we paid Mr. Johnson a car allowance as part of his compensation.
</FN>
</TABLE>

<TABLE>
                     OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<CAPTION>
                                                 INDIVIDUAL GRANTS
-------------------------------------------------------------------------------------------------------------------------
                             NUMBER OF SECURITIES         PERCENT OF TOTAL
                            UNDERLYING OPTIONS/SARS    OPTIONS/SARS GRANTED TO   EXERCISE OR BASE PRICE
           NAME                   GRANTED(#)           EMPLOYEES IN FISCAL YEAR          ($/SH)           EXPIRATION DATE
<S>                                 <C>                        <C>                       <C>                   <C>
-------------------------------------------------------------------------------------------------------------------------
     Robert G. Taylor                -0-                        --                        --                    --
-------------------------------------------------------------------------------------------------------------------------
        Ayaz Kara                    -0-                        --                        --                    --
-------------------------------------------------------------------------------------------------------------------------
  Caroline G. Armstrong              -0-                        --                        --                    --
-------------------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>

             AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
                            FY-END OPTION/SAR VALUES
<CAPTION>
                                                                        NUMBER OF SECURITIES
                                                                             UNDERLYING         VALUE OF UNEXERCISED
                          SHARES ACQUIRED ON                                UNEXERCISED             IN-THE-MONEY
         NAME                EXERCISE (#)        VALUE REALIZED ($)       OPTIONS/SARS AT         OPTIONS/SARS AT
                                                                        FISCAL YEAR END (#)     FISCAL YEAR END ($)

                                                                            EXERCISABLE/            EXERCISABLE/
                                                                           UNEXERCISABLE           UNEXERCISABLE

<S>                               <C>                    <C>                 <C>                     <C>
------------------------------------------------------------------------------------------------------------------
   Robert G. Taylor               -0-                    -0-                  -0-/-0-                 -0-/-0-
------------------------------------------------------------------------------------------------------------------
       Ayaz Kara                  -0-                    -0-                  -0-/-0-                 -0-/-0-
------------------------------------------------------------------------------------------------------------------
 Caroline G. Armstrong            -0-                    -0-                  -0-/-0-                 -0-/-0-
------------------------------------------------------------------------------------------------------------------
</TABLE>


         We  reimburse  our  officers  and  directors  for  reasonable  expenses
incurred  during the course of their  performance.  Although we offer a standard
medical  plan,  we have no  longer-term  incentive  or  compensation  plans.  We
anticipate  offering some form of incentive-based  monetary  compensation in the
future.

                                       20


<PAGE>

STOCK OPTION PLANS

         On January 26,  2001,  our  shareholders  adopted a stock  option plan,
under which an aggregate  of  4,000,000  shares of common stock are reserved for
issuance pursuant to the exercise of stock options. These options may be granted
to our employees,  officers, directors, and consultants. We may also make awards
of  restricted  stock  under  this  plan.  Shares  issued  under  this  plan are
"restricted"  in the sense  that they are  subject to  repurchase  by us at cost
during the vesting  period.  The options  issued under our previous  2001 option
plan were assumed under our new stock option plan.

         The  plan  is  designed  to (i)  induce  qualified  persons  to  become
employees,  officers,  or  directors  of us; (ii)  reward such  persons for past
services  to us;  (iii)  encourage  such  persons  to  remain  in our  employ or
associated  with us; and (iv) provide  additional  incentive for such persons to
put forth maximum  efforts for the success of our business.  Transactions  under
the plan are  intended  to  comply  with all  applicable  provisions  under  the
Securities  Exchange Act of 1934. This plan will remain in effect until December
22, 2010, unless soon terminated by the Board of Directors.

         Our board of directors administers the plan and determines:
   o     who will be granted options or awards;
   o     when options or awards will be granted;
   o     the number of options or shares to be granted;
   o     which  options  may  be intended to qualify as incentive  stock options
         under the Internal  Revenue  Code of 1986, versus non-qualified options
         which are not intended to so qualify;
   o     the time or times when each option becomes exercisable;
   o     the duration of the exercise period for options;
   o     the  form  or  forms  of  the  instruments evidencing options or awards
         granted under the plan;
   o     the purchase price of the shares issued under the plan;
   o     the  period  or  periods  of  time during which we will have a right to
         repurchase the shares; and
   o     the terms and conditions of such repurchase.

         The board may adopt,  amend,  and rescind such rules and regulations as
in its opinion may be advisable for the administration of the plan. It may amend
the plan without  shareholder  approval  where such  approval is not required to
satisfy any  statutory or regulatory  requirements.  The board also may construe
the plan and the provisions in the instruments  evidencing options granted under
the plan to employee and officer  participants.  The board has the power to make
all other determinations deemed necessary or advisable for the administration of
the plan.  The board may not  adversely  affect  the  rights of any  participant
without the consent of such participant.

         The plan contains provisions for proportionate adjustment of the number
of shares for outstanding options and the option price per share in the event of
stock dividends,  recapitalizations resulting in stock splits or combinations or
exchanges of shares.

         The board  may  select  participants  in the plan  from  employees  and
officers of us and our subsidiaries and consultants to us and our  subsidiaries.
In  determining  the persons to whom  options and awards will be granted and the
number of shares to be covered by each option,  the board will take into account
the duties of the respective persons, their present and potential  contributions
to our success, and such other factors as the board deems relevant to accomplish
the purposes of the plan.

         STOCK OPTIONS.  Only employees of us and our subsidiaries,  as the term
"employee"  is defined for the  purposes of the  Internal  Revenue  Code will be
entitled to receive  incentive stock options.  The option price of any incentive
stock option may be not less than 100% of the fair market value per share on the
date of grant of the option; provided,  however, that any incentive stock option
granted  under the plan to a person  owning  more than ten  percent of the total
combined  voting power of the common stock will have an option price of not less
than  110% of the  fair  market  value  per  share  on the  date of grant of the
incentive  stock option.  The exercise  period of options granted under the plan
may not exceed ten years from the date of grant thereof. Incentive stock options
granted to a person  owning more than ten percent of the total  combined  voting
power of our  common  stock will be for no more than five  years.  Except in the
case of options granted to disinterested  directors who administer the plan, the
board


                                       21

<PAGE>

will have the  authority  to  accelerate  or extend  the  exercisability  of any
outstanding  option at such time and under such circumstances as it, in its sole
discretion,  deems appropriate.  However,  no exercise period may be extended to
increase the term of the option beyond ten years from the date of the grant.

         An option may not be exercised unless the optionee then is an employee,
officer,  or consultant of us or our  subsidiaries,  and unless the optionee has
remained  continuously as an employee,  officer, or consultant since the date of
grant of the option.  If the  optionee  ceases to be an  employee,  officer,  or
consultant other than by reason of death, disability,  or for cause, all options
granted to such  optionee,  fully vested to such optionee but not yet exercised,
will  terminate  three  months  after  the date  the  optionee  ceases  to be an
employee, officer or consultant. All options that are not vested to an optionee,
under the conditions stated in this paragraph for which employment ceases,  will
immediately terminate on the date the optionee ceases employment or association.

         If an optionee dies while an employee, officer or consultant, or if the
optionee's  employment,  officer,  or consultant  status terminates by reason of
disability,  all options  theretofore  granted to such optionee,  whether or not
otherwise exercisable, unless earlier terminated in accordance with their terms,
may be  exercised  at any  time  within  one  year  after  the  date of death or
disability of said optionee, by the optionee or by the optionee's estate or by a
person who acquired the right to exercise such options by bequest or inheritance
or otherwise by reason of the death or disability of the optionee.

         Options granted under the plan are not transferable  other than by will
or by the laws of descent and  distribution or pursuant to a qualified  domestic
relations order. Options may be exercised,  during the lifetime of the optionee,
only by the  optionee  and  thereafter  only  by his  legal  representative.  An
optionee has no rights as a shareholder with respect to any shares covered by an
option until the option has been exercised.

         Unless otherwise specified in an optionee's agreement,  options granted
under the plan will  become  vested  with the  optionee  over the course of four
years  from  date of grant  under  the  following  schedule:  25% upon the first
anniversary of the option grant and the remaining 75% monthly over the following
36 months.

         RESTRICTED STOCK AWARDS. Shares issued under the plan will be evidenced
by a written restricted stock purchase agreement between us and the participant.
Shares issued under the plan are transferable  only if the transferee  agrees to
be bound by all of the terms of the plan,  including our right to repurchase the
shares,  and only if such  transfer  is  permissible  under  federal  and  state
securities  laws. To facilitate the enforcement of the restrictions on transfer,
the board may require the holder of the shares to deliver the certificate(s) for
such shares to be held in escrow during the period of restriction.

         Unless  otherwise  specified in a  participant's  agreement,  awards of
shares  issued under the plan will become vested with the  participant  over the
course of four years from date of grant under the following  schedule:  25% upon
the first  anniversary  of the  grant and the  remaining  75%  monthly  over the
following 36 months.

         OUTSTANDING  OPTIONS.  As of September 30, 2002, there were 9,000 stock
options  left under this plan and an  additional  300,000  options  outside this
plan.


ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
             MANAGEMENT.

         The following table provides certain information as to the officers and
directors  individually  and as a group,  and the holders of more than 5% of the
Common Stock of the Company, as of December 31, 2002:



                                       22

<PAGE>



<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
        NAME AND ADDRESS OF BENEFICIAL OWNER (1)<F1>      AMOUNT AND NATURE OF BENEFICIAL    PERCENT OF CLASS (2)<F2>
                                                                     OWNERSHIP
----------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                                 <C>
Garrett K. Krause
1521 Alton Road,  #352
Miami Beach, FL 33139                                              10,500,000 (3)<F3>                69.0%
----------------------------------------------------------------------------------------------------------------------
Sean Krause
6114 Mystic Way
Nanaimo, B.C.  V9V 1M7 CANADA                                       401,900 (4)<F4>                  2.64%
----------------------------------------------------------------------------------------------------------------------
eAngels Equidebt Partners V
1521 Alton Road, #352                                              10,000,000 (5)<F5>                65.81%
Miami Beach, FL 33139
----------------------------------------------------------------------------------------------------------------------
VHQ Entertainment, Inc.
6201 - 46th Avenue                                                 2,000,000 (6)<F6>                 13.16%
Red Deer, AB T4N 6Z1 Canada
----------------------------------------------------------------------------------------------------------------------
Web Capital Ventures, Inc. (Sara Hallitex Corp.)
1400 W. Cypress Creek Road                                             500,000                        3.29%
Fort Lauderdale, FL 33309-1917
----------------------------------------------------------------------------------------------------------------------
FutureVest Corporation
6114 Mystic Way                                                        401,900                        2.64%
Nanaimo, B.C.  V9V 1M7 CANADA
----------------------------------------------------------------------------------------------------------------------
Robert G. Taylor
870 W. Bonita Avenue #120                                                0                             --
Claremont, CA 91711
----------------------------------------------------------------------------------------------------------------------
All officers and directors as a group  (3 persons)               10,901,900 (3)<F3> (6)<F6>          71.74%
----------------------------------------------------------------------------------------------------------------------

<FN>
(1)<F1>  To our  knowledge,  except as set forth in the  footnotes  to this table and subject to  applicable  community
         property laws, each person named in the table has sole voting and investment  power with respect to the shares
         set forth opposite such person's name.

(2)<F2>  This table is based on  15,196,035  shares of Common Stock  outstanding  as of December 31, 2002.  If a person
         listed on this table has the right to obtain additional shares of Common  Stock  within  sixty  (60) days from
         December 31, 2002,  the  additional  shares  are  deemed  to  be  outstanding for the purpose of computing the
         percentage of class owned by such person,  but are not deemed to be  outstanding  for the purpose of computing
         the percentage of any other person.

(3)<F3>  Includes  10,000,000  shares owned of record by eAngels  EquiDebt  Partners V, LLC and 500,000 shares owned of
         record by Web Capital Ventures, Inc.  Both entities are controlled by Garrett K. Krause.

(4)<F4>  Includes the 401,900 shares owned by FutureVest Corporation.  This Entity is controlled by Sean Krause.

(5)<F5>  Does not include  shares that eAngels has the right to obtain upon  conversion of its  outstanding  debentures
         into shares of the Company's stock.

(6)<F6>  eAngels  International  currently  has an option to purchase  the  2,000,000  shares at $0.40 per share.  This
         agreement is currently being modified on a mutual agreed basis by both parties.

</FN>
</TABLE>

                                       23

<page>

         Mr.  Garrett  Krause may be deemed to be the  "parent"  of our  company
within the meaning of the rules and  regulations  of the Securities and Exchange
Commission.

CHANGES IN CONTROL

         There are no agreements known to management that may result in a change
of control of our company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Other than as disclosed below, none of our present directors,  officers
or principal shareholders,  nor any family member of the foregoing,  nor, to the
best of our information and belief, any of our former directors, senior officers
or  principal  shareholders,  nor any family  member of such  former  directors,
officers or principal shareholders,  has or had any material interest, direct or
indirect,  in  any  transaction,  or  in  any  proposed  transaction  which  has
materially affected or will materially affect us.

EANGELS INTERNATIONAL

         In the first quarter of 2002, in relation to the change in  controlling
shareholder,  we received a debt financing commitment from eAngels International
for up to $1,000,000.  Of the $1,000,000 debt financing  commitment,  Wilmington
Rexford,  Inc.  utilized $0.00 in the first  quarter;  $185,000.00 in the second
quarter;  $194,983.88  was in the third quarter;  and  $292,222.12 in the fourth
quarter.  The net proceeds were used to increase liquidity,  repay debt, and for
other general working capital corporate purposes.  The notes carried an interest
rate of ten  percent  and have a  provision  allowing  for  deferral of interest
payments.  The notes can be  exchanged  at any time for WREX common  stock.  The
number of shares issued will be  calculated by dividing the principal  amount of
notes to be exchanged by the exercise price of the common stock.

         Garrett K.  Krause is the  founder  and  managing  director  of eAngels
International and Manager or eAngels EquitDebt Partners V, LLC.

         On December  24,  2002,  Wilmington  Rexford and eAngels  International
agreed to exchange  $200,000 of its $731,795.77  aggregate  principal  amount of
outstanding debt securities, in a private placement for WREX common stock. As of
the offer on December 24, 2002, approximately $200,000 had been validly tendered
and accepted for exchange.  This will reduce Wilmington  Rexford's total debt by
over $200,000.  On the basis of the current trading price for WREX common stock,
10,000,000  shares were issued to eAngels  EquitDebt  Partners V, LLC,  which is
Managed  by  eAngels   International  as  consideration  for  the  exchange  and
subsequent reduction in debt securities.

LOANS TO OTHER ENTITIES

         We have made loans to entities  owned and/or  controlled  by Garrett K.
Krause or Sean L. Krause as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
Name of Entity                  Date of Loan                 Amount Loaned and            Business of Entity
                                                             Outstanding at 9/30/02
-------------------------------------------------------------------------------------------------------------------
<S>                             <C>                          <C>                          <C>
WSY Limited                     Mar 2002 - Sept 2002         $ 51,662.27 (1) (2)          www.Stockpicks.com
-------------------------------------------------------------------------------------------------------------------
FutureVest Corp.                Mar 2002 - Sept 2002         $ 66,372.06 (1) (2)          Financial
-------------------------------------------------------------------------------------------------------------------
South Beach Partners            Mar 2002 - Sept 2002         $ 55,687.25 (1) (2)          Hedge Fund Trading
-------------------------------------------------------------------------------------------------------------------
WorldVest Properties            Mar 2002 - Sept 2002         $ 73,716.59 (1) (2)          Real Estate Development
-------------------------------------------------------------------------------------------------------------------
TransJet.com, Inc.              Mar 2002 - Sept 2002         $   2,500.00 (1) (2)         Aviation and Auto Rental
-------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)    All loans have been secured for  repayment by eAngels International as an
       offset  from  the  outstanding  Debentures.  These  loans  have  all been
       extended through September 30, 2003.


                                       24

<PAGE>

(2)    These  loans were made to these  related  entities to advance the company
       according  to the new  business  model  established  in  February of 2002
       whereby Wilmington Rexford has adopted a new Venture Development business
       strategy to help young companies in hopes of further funding, acquisition
       or participation in the resulting company.


ITEM 13.     EXHIBITS AND REPORTS ON FORM 8-K.

--------------------------------------------------------------------------------
  REGULATION
  S-B NUMBER                                EXHIBIT
--------------------------------------------------------------------------------
     2.1          Agreement and Plan of Share Exchange (1)
--------------------------------------------------------------------------------
     3.1          Certificate of Incorporation, as amended (2)
--------------------------------------------------------------------------------
     3.2          Bylaws (2)
--------------------------------------------------------------------------------
    10.1          Amended and Restated Investment Agreement with Swartz
                  Private Equity, LLC (2)
--------------------------------------------------------------------------------
    10.2          Amended and Restated Registration Rights Agreement with Swartz
                  Private Equity, LLC (2)
--------------------------------------------------------------------------------
    10.3          Amended Warrant to Purchase Common Stock issued to Swartz
                  Private Equity, LLC (2)
--------------------------------------------------------------------------------
    10.4          Proposed Form of Video One Canada Ltd. Business Agreement with
                  Langara Distribution (2)(3)
--------------------------------------------------------------------------------
    10.5          Debentures issued to eAngels International
--------------------------------------------------------------------------------
    10.6          Promissory Note from WorldVest Holding Corporation
--------------------------------------------------------------------------------
    10.7          Promissory Note from FutureVest Corporation
--------------------------------------------------------------------------------
    10.8          Promissory Note from South Beach Partners, LLC/South Beach
                  Entertainment
--------------------------------------------------------------------------------
    10.9          Promissory Note from WSY Limited, Inc.
--------------------------------------------------------------------------------
    10.10         Promissory Note from TransJet.com/Wild Toyz
--------------------------------------------------------------------------------
    10.11         Guaranty from eAngels International dated December 12, 2002
--------------------------------------------------------------------------------
     21           Subsidiaries of the registrant (2)
--------------------------------------------------------------------------------
    99.1          Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
--------------------------------------------------------------------------------

----------------

(1)  Incorporated  by  reference  to the exhibits to the registrant's definitive
     proxy statement filed January 2, 2001.
(2)  Incorporated  by reference to the exhibits to the registrant's registration
     statement on Form SB-2, file number 333-70184.
(3)  Portions of this exhibit have  been  omitted  pursuant  to  a  request  for
     confidential treatment.

Reports on Form 8-K:  None.



                                       25

<PAGE>




                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                                    WILMINGTON REXFORD, INC.



Date:   January 13, 2003            By: /s/ GARRETT KRAUSE
     ---------------------             -----------------------------------------
                                         Garrett Krause, Chairman / CEO


         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  registrant and in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>
     SIGNATURE                          TITLE                                   DATE

<S>                              <C>                                     <C>

/s/ GARRETT K. KRAUSE            Chairman of the Board & CEO               JANUARY 13, 2003
----------------------------     (Principal Executive,  Financial, and   --------------------
Garrett K. Krause                Accounting Officer)


/s/ ROBERT G. TAYLOR                                                       JANUARY 13, 2003
----------------------------     Director, President                     --------------------
Robert G. Taylor


/s/ SEAN L. KRAUSE                                                         JANUARY 13, 2003
----------------------------     Director, Vice President                --------------------
Sean L. Krause

</TABLE>








                                       26

<PAGE>



                                  CERTIFICATION


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 annual  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 annual report;

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

4.      I  am responsible for establishing and maintaining  disclosure  controls
        and  procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
        the registrant and have:

        a)    designed such  disclosure  controls and  procedures to ensure that
              material  information  relating to the  registrant,  including its
              consolidated  subsidiaries,  is made known to us by others  within
              those  entities,  particularly  during  the  period in which  this
              annual report is being prepared;


        b)    evaluated   the  effectiveness  of   the  registrant's  disclosure
              controls and  procedures  as of a date within 90 days prior to the
              filing date of this annual report (the "Evaluation Date"); and


        c)    presented   in  this   annual   report  my  conclusions  about the
              effectiveness  of the disclosure  controls and procedures based on
              my evaluation as of the Evaluation Date;


5.     I have disclosed, based on my most recent evaluation, to the registrant's
       auditors and the audit committee of registrant's  board  of directors (or
       persons performing the equivalent functions):


        a)    all   significant  deficiencies  in  the  design  or  operation of
              internal  controls which could adversely  affect the  registrant's
              ability to record,  process,  summarize and report  financial data
              and have  identified  for the  registrant's  auditors any material
              weaknesses in internal controls; and

        b)    any fraud,  whether  or not  material,  that  involves  management
              or other employees who have a significant role in the registrant's
              internal controls; and

6.      I have indicated in this annual report  whether  there were  significant
        changes  in   internal   controls  or  in  other   factors   that  could
        significantly  affect  internal  controls  subsequent to the date of our
        most recent evaluation,  including any corrective actions with regard to
        significant deficiencies and material weaknesses.


Date: January 13, 2003


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


                                       27



<PAGE>





                                       WILMINGTON REXFORD, INC. AND SUBSIDIARIES
                                                    F/K/A E-TREND NETWORKS, INC.
--------------------------------------------------------------------------------

                                               CONSOLIDATED FINANCIAL STATEMENTS

                                                              SEPTEMBER 30, 2002














                                      F-1
<PAGE>



INDEPENDENT AUDITORS' REPORT
--------------------------------------------------------------------------------


To the Board of Directors and Stockholders
Wilmington Rexford, Inc. (f/k/a E-Trend Networks, Inc.)
Miami Beach, Florida


We have  audited  the  accompanying  consolidated  balance  sheet of  Wilmington
Rexford,  Inc. and Subsidiaries  (f/k/a E-Trend Networks,  Inc.) as of September
30,  2002,   and  the  related   consolidated   statements  of  operations   and
comprehensive loss, changes in stockholders' equity, and cash flows for the year
then ended.  These financial  statements are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of Wilmington Rexford,
Inc. and Subsidiaries  (f/k/a E-Trend Networks,  Inc.) as of September 30, 2002,
and the  results  of their  operations  and their  cash  flows for the year then
ended, in conformity with accounting principles generally accepted in the United
States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going  concern.  As discussed in Note 2, the
Company has incurred  substantial losses and negative cash flows from operations
since inception. In the absence of achieving positive cash flows from operations
or  obtaining  additional  debt  or  equity  financing,  the  Company  may  have
difficulty meeting obligations.  These factors raise substantial doubt about the
Company's  ability to continue as a going concern.  Management's  plans are also
discussed in Note 2. The  financial  statements  do not include any  adjustments
relating to the  recoverability  and  classification  of recorded assets, or the
amounts and  classification  of liabilities that might be necessary in the event
the Company can not continue in existence.



                                    /s/ KAUFMAN, ROSSIN & CO.

                                    KAUFMAN, ROSSIN & CO., P.A.

Miami, Florida
December 27, 2002


                                      F-2
<PAGE>


KPMG

KPMG LLP
CHARTERED ACCOUNTANTS
1200 205-5th Avenue SV                                  Telephone (403) 691-8000
Calgary AB  T2P 4B9                                     Telefax (403) 691-8008
                                                        www.kpmg.ca


INDEPENDENT AUDITORS' REPORT



The Board of Directors and Stockholders
Wilmington Rexford, Inc. (formerly E-Trend Networks, Inc.)



We have audited the  consolidated  statements  of operations  and  comprehensive
loss, changes in stockholders'  equity and cash flows of E-Trend Networks,  Inc.
for the year ended September 30, 2001. These consolidated  financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an  opinion  on these  consolidated  financial  statements  based on our
audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the results of operations and cash flows of
E-Trend Networks,  Inc. and its subsidiary  company for the year ended September
30, 2001, in conformity with  accounting  principles  generally  accepted in the
United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in note 2 to the
consolidated  financial statements,  the Company has suffered substantial losses
and negative  operating cash flow, which  circumstance  raises substantial doubt
about its ability to continue as a going concern.  Management's  plans in regard
to this  circumstance are also described in note 2. The  consolidated  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.



/s/ KPMG LLP

Chartered Accountants
Calgary, Canada
November 8, 2001


                                      F-3



<PAGE>

WILMINGTON REXFORD, INC. AND SUBSIDIARIES
F/K/A E-TREND NETWORKS, INC.
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2002
<TABLE>
<CAPTION>
============================================================================================

ASSETS
=============================================================================================
<S>                                                                         <C>
CURRENT ASSETS
     Cash                                                                   $         26,262
     Accounts receivable, net of allowances of $6,336                                 17,430
     Inventory                                                                       247,793
     Prepaid and other current assets                                                  1,590
---------------------------------------------------------------------------------------------
         Total current assets                                                        293,075

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $194,773                  261,759

ADVANCES DUE FROM RELATED PARTIES                                                    250,000

GOODWILL, net of accumulated amortization of $58,552                                 135,574
---------------------------------------------------------------------------------------------

     TOTAL ASSETS                                                           $        940,408
=============================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
=============================================================================================

CURRENT LIABILITIES
     Accounts payable and accrued liabilities                               $        230,488
     Notes payable - stockholder                                                     672,206
---------------------------------------------------------------------------------------------
         Total current liabilities                                                   902,694
---------------------------------------------------------------------------------------------

LEASE COMMITMENTS

STOCKHOLDERS' EQUITY
     Preferred stock, par value $0.0001 per share, 1,000,000 shares
         authorized, zero issued and outstanding                                           -
     Common stock, par value $0.0001 per share, 20,000,000 shares
         authorized, 5,196,035 issued and outstanding                                819,843
     Additional paid-in capital                                                    3,601,406
     Accumulated other comprehensive loss                                (            34,725)
     Deficit                                                             (         4,348,810)
---------------------------------------------------------------------------------------------
         Total stockholders' equity                                                   37,714
---------------------------------------------------------------------------------------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                             $        940,408
=============================================================================================
</TABLE>

                             See accompanying notes.

                                       F-4

<PAGE>


WILMINGTON REXFORD, INC. AND SUBSIDIARIES
F/K/A E-TREND NETWORKS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
YEARS ENDED SEPTEMBER 30, 2002 AND 2001
<TABLE>
<CAPTION>
============================================================================================================================

                                                                                    Year Ended               Year Ended
                                                                               September 30, 2002        September 30, 2001
============================================================================================================================
<S>                                                                           <C>                       <C>
SALES ($853,748 and $1,111,216 to related parties)                              $     2,014,696           $    2,139,804

COST OF SALES                                                                         1,649,929                1,846,772
----------------------------------------------------------------------------------------------------------------------------

GROSS MARGIN                                                                            364,767                  293,032

     Operating expenses                                                               1,247,727                2,378,112
     Depreciation and amortization                                                      115,417                   91,603
     Interest and other expense (income)                                                117,534         (        110,479)
     Costs related to business combination                                                    -                  145,000
----------------------------------------------------------------------------------------------------------------------------

NET LOSS                                                                        $     1,115,911           $    2,211,204
============================================================================================================================

OTHER COMPREHENSIVE (LOSS) INCOME
     Unrealized (loss) gain on investment                                       $        13,845         ( $      102,947)
     Foreign currency translation adjustment                                              2,151         (         18,084)
----------------------------------------------------------------------------------------------------------------------------

COMPREHENSIVE LOSS                                                              $     1,099,915           $    2,332,235
============================================================================================================================

Net loss per share, basic and diluted                                         ( $          0.21)        ( $         0.45)
============================================================================================================================

Weighted average common shares outstanding, basic and diluted                         5,212,657                4,945,579
============================================================================================================================

</TABLE>

                             See accompanying notes.

                                       F-5

<PAGE>


WILMINGTON REXFORD, INC. AND SUBSIDIARIES
F/K/A E-TREND NETWORKS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
YEARS ENDED SEPTEMBER 30, 2002 AND 2001

<TABLE>
<CAPTION>
==========================================================================================================================
                                                    Common Stock             Additional       Advance         Deferred
                                           --------------------------------   Paid-in         Due From      Stock Based
                                               Number          Amount         Capital      Related Party    Compensation
--------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>            <C>              <C>            <C>             <C>

BALANCES - SEPTEMBER 30, 2000                 8,883,734    $     38,854    $  3,601,406    $          -    $          -

Common shares of Cool Entertainment, Inc.
     at time of acquisition                  38,340,636      13,488,710               -               -               -

Effect of 1:100 reverse stock split        ( 37,957,305)              -               -               -               -
-----------------------------------------------------------
                                                383,331               -               -               -               -

Issued in exchange for common shares of
     E-Trend Networks, Inc.                   4,439,371               -               -               -               -

Elimination of Cool Entertainment, Inc.
     share capital under reverse-take-over
     accounting                                       -   (  13,488,710)              -               -               -

Issued for settlement of notes payable           25,000          93,789               -               -               -

Issued for settlement of notes payable           15,000          45,000               -               -               -

Issued in exchange for fees and services
     provided                                   253,680         481,992               -   (      22,800)              -

Issued for deferred stock-based
     compensation                                96,320         183,008               -               -   (     183,008)

Net loss for the year                                 -               -               -               -               -

Charge for excess of consideration given
     over net book value                              -               -               -               -               -

Change in unrealized loss on investment               -               -               -               -               -

Foreign currency translation adjustment               -               -               -               -               -
--------------------------------------------------------------------------------------------------------------------------
BALANCES - SEPTEMBER 30, 2001                 5,212,702         842,643       3,601,406   (      22,800)  (     183,008)

Amortization of deferred stock-based
     compensation                                     -               -               -               -         183,008

Return of stock and forgiveness of note
     receivable                            (     16,667)  (      22,800)              -          22,800               -

Net loss for the year                                 -               -               -               -               -

Change in unrealized loss on investment               -               -               -               -               -

Foreign currency translation adjustment               -               -               -               -               -
--------------------------------------------------------------------------------------------------------------------------

BALANCES - SEPTEMBER 30, 2002                 5,196,035    $    819,843    $  3,601,406    $          -    $          -
==========================================================================================================================




<CAPTION>
=============================================================================================================
                                                               Unrealized      Cumulative        Total
                                                             Gain (Loss) On   Translation    Stockholders'
                                                 Deficit       Investment      Adjustment        Equity
-------------------------------------------------------------------------------------------------------------
<S>                                          <C>             <C>              <C>             <C>

BALANCES - SEPTEMBER 30, 2000                ($   866,495)   $     89,102     ($   18,792)    $  2,844,075

Common shares of Cool Entertainment, Inc.
     at time of acquisition                             -               -               -       13,488,710

Effect of 1:100 reverse stock split                     -               -               -                -
                                                        -               -               -                -

Issued in exchange for common shares of
     E-Trend Networks, Inc.                             -               -               -                -

Elimination of Cool Entertainment, Inc.
     share capital under reverse-take-over
     accounting                                         -               -               -    (  13,488,710)

Issued for settlement of notes payable                  -               -               -           93,789

Issued for settlement of notes payable                  -               -               -           45,000

Issued in exchange for fees and services
     provided                                           -               -               -          459,192

Issued for deferred stock-based
     compensation                                       -               -               -                -

Net loss for the year                        (  2,211,204)              -               -    (   2,211,204)

Charge for excess of consideration given
     over net book value                     (    155,200)              -               -    (     155,200)

Change in unrealized loss on investment                 -   (     102,947)              -    (     102,947)

Foreign currency translation adjustment                 -               -     (    18,084)   (      18,084)
-------------------------------------------------------------------------------------------------------------------
BALANCES - SEPTEMBER 30, 2001                (  3,232,899)  (      13,845)    (    36,876)         954,621

Amortization of deferred stock-based
     compensation                                       -               -               -          183,008

Return of stock and forgiveness of note
     receivable                                         -               -               -                -

Net loss for the year                        (  1,115,911)              -               -    (   1,115,911)

Change in unrealized loss on investment                 -          13,845               -           13,845

Foreign currency translation adjustment                 -               -           2,151            2,151
-------------------------------------------------------------------------------------------------------------------

BALANCES - SEPTEMBER 30, 2002                ($ 4,348,810)   $          -     ($   34,725)    $     37,714
===================================================================================================================

</TABLE>




                             See accompanying notes.

                                       F-6

<PAGE>



WILMINGTON REXFORD, INC. AND SUBSIDIARIES
F/K/A E-TREND NETWORKS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 30, 2002 AND 2001
<TABLE>
<CAPTION>
================================================================================================================================
                                                                                           2002                     2001
================================================================================================================================
<S>                                                                                <C>                      <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                                      ( $      1,115,911)      ( $    2,211,204)
--------------------------------------------------------------------------------------------------------------------------------
     Adjustments to reconcile net loss to net cash used in
         operating activities:
         Shares issued in exchange for services                                                     -                481,992
         Depreciation and amortization                                                        115,417                 91,603
         Amortization of deferred stock-based compensation                                    183,008                      -
         Loss on investment                                                                   118,320                      -
         Cumulative translation adjustment                                                      1,414      (           8,351)
     Changes in operating assets and liabilities:
         Accounts receivable                                                                   29,653                 16,207
         Due from related parties                                                             229,978      (          15,969)
         Inventory                                                                 (           18,473)     (         188,976)
         Prepaid expenses and other current assets                                             45,712      (          46,529)
         Accounts payable and accrued liabilities                                  (          176,733)               205,636
--------------------------------------------------------------------------------------------------------------------------------
                  Total adjustments                                                           528,296                535,613
--------------------------------------------------------------------------------------------------------------------------------
                      Net cash used in operating activities                        (          587,615)     (       1,675,591)
--------------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Business combination                                                                           -      (          23,000)
     Net repayments from related party                                                        166,349                 65,360
     Loans to related parties                                                      (          224,655)                     -
     Purchase of property and equipment                                            (            8,730)     (         149,405)
--------------------------------------------------------------------------------------------------------------------------------
                      Net cash used in investing activities                        (           67,036)     (         107,045)
--------------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from note payable - stockholder                                                 672,206                      -
     Net (repayments) borrowings on line of credit facility                        (          103,817)                29,001
--------------------------------------------------------------------------------------------------------------------------------
                      Net cash provided by financing activities                               568,389                 29,001
--------------------------------------------------------------------------------------------------------------------------------

NET DECREASE IN CASH                                                               (           86,262)     (       1,753,635)

CASH AT BEGINNING OF PERIOD                                                                   112,524              1,866,159
--------------------------------------------------------------------------------------------------------------------------------

CASH AT END OF PERIOD                                                                $         26,262        $       112,524
================================================================================================================================

Supplemental Disclosures:
--------------------------------------------------------------------------------------------------------------------------------

     Interest paid                                                                   $           5,753       $        17,350
================================================================================================================================

     Income taxes paid                                                               $               -       $             -
================================================================================================================================

Supplemental Disclosures of Non-cash Investing and Financing Activities:
--------------------------------------------------------------------------------------------------------------------------------

     During the year ended September 30, 2002, the Company sold an investment
     to a related party in exchange for a note                                       $          25,345       $             -
================================================================================================================================
</TABLE>

                            See accompanying notes.

                                       F-7
<PAGE>


WILMINGTON REXFORD, INC. AND SUBSIDIARIES
F/K/A E-TREND NETWORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================
--------------------------------------------------------------------------------
NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------------------

         BASIS OF CONSOLIDATION

         The  consolidated   financial   statements   include  the  accounts  of
         Wilmington Rexford, Inc. (Parent),  its wholly owned subsidiary E-Trend
         Networks,  Inc. (E-Trend) and E-Trend's wholly owned subsidiary Langara
         Distribution,   Inc.  (Langara)   (collectively  "the  Company").   All
         significant intercompany balances and transactions have been eliminated
         in consolidation.

         BUSINESS ACTIVITY

         Wilmington  Rexford,  Inc.  (WilRex) was  incorporated on June 17, 1996
         under the laws of the State of Colorado  and  changed  its  domicile in
         February  2001 to the  State of  Delaware.  WilRex  targets  investment
         opportunities  in industries with the potential to achieve  significant
         capital appreciation.  E-Trend was incorporated on April 29, 1999 under
         the  laws  of the  State  of  Nevada  and is an  online  "entertainment
         superstore",   specializing   in  the  sale  of  movies,   music,   and
         electronics.  Langara was  incorporated on June 28, 1999 under the laws
         of the  Province of Alberta  Canada and manages an inventory of popular
         music and movie titles. Langara offers business-to-business fulfillment
         services to electronic  commerce  companies and third party  e-commerce
         partners,  as well as  providing  wholesale  services  to the brick and
         mortar retailers.

         RECEIVABLES

         Accounts receivable are uncollateralized customer obligations due under
         normal  trade  terms.  The carrying  amount of accounts  receivable  is
         reduced by an allowance that reflects management's best estimate of the
         amounts that will not be collected. Management individually reviews all
         notes  receivable  and  accounts  receivable  balances  and based on an
         assessment of current creditworthiness,  estimates the portion, if any,
         of the balance that will not be collected.


         REVENUE RECOGNITION

         Revenues  derived from product  sales is  recognized on delivery of the
         product.  Wholesale  sales are  subject  to  potential  returns  by the
         customer;  however any such returns can be passed back to the Company's
         supplier.  Sales  returns from retail  customers  are not  significant.
         Revenue includes  shipping  charges billed to customers,  which charges
         are based substantially on third-party shipping costs incurred.

         The Company  derives  revenues from  providing  consulting  services to
         entities  that are  related by virtue of common  control.  The  Company
         recognizes  revenue  from  these  services  at  such  time  the  entity
         receiving the service has the ability to pay from funds  generated from
         operations  or received  from  independent  sources and  collection  is
         reasonably assured.


                                       F-8
<PAGE>

--------------------------------------------------------------------------------
NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
--------------------------------------------------------------------------------

         INVENTORY

         Inventory  consists  principally  of music and movie compact discs that
         are stated at the lower of cost, determined by the first-in,  first-out
         method, or market.

         PROPERTY AND EQUIPMENT

         Property  and  equipment  is recorded at cost.  Expenditures  for major
         betterments  and  additions  are charged to the asset  accounts,  while
         replacements,  maintenance and repairs which do not extend the lives of
         the respective assets are charged to expense currently.

         Long-lived  assets  are  reviewed  for  impairment  whenever  events or
         changes in  circumstances  indicate that the carrying amount may not be
         recoverable.  If the sum of the expected future undiscounted cash flows
         is less than the carrying amount of the asset, a loss is recognized for
         the difference between the fair value and carrying value of the asset.

         DEPRECIATION AND AMORTIZATION

         Depreciation   of  property  and   equipment  is  computed   using  the
         straight-line  method over the  estimated  useful  lives of the assets.
         Amortization  of  leasehold  improvements  and property  under  capital
         leases is  computed  on a  straight-line  basis over the shorter of the
         estimated  useful  lives of the  assets or the term of the  lease.  The
         range of useful lives is between 3 and 10 years.

         FAIR VALUE OF FINANCIAL INSTRUMENTS

         Statement of Financial Accounting Standards No. 107, "Disclosures about
         Fair Value of Financial Instruments" requires that the Company disclose
         estimated  fair values for its  financial  instruments.  The  following
         methods and assumptions were used by the Company in estimating the fair
         values of each class of financial instruments disclosed herein:

              CASH - The carrying amount  approximates fair value because of the
              short maturity of those instruments.

              NOTES  PAYABLE - The fair  value of notes  payable  are  estimated
              using  discounted  cash  flows  analyses  based  on the  Company's
              incremental   borrowing  rates  for  similar  types  of  borrowing
              arrangements.  At September 30, 2002, the fair value  approximates
              the carrying value.

              ADVANCES DUE FROM RELATED PARTIES - The fair value of advances due
              from related  parties are  determined by  calculating  the present
              value of the  instruments  using a current market rate of interest
              as compared to the stated rate of interest  and giving  effect for
              the right to offset with the note payable  from  related  party in
              the event of non  performance.  At September  30,  2002,  the fair
              value approximates the carrying value.

                                       F-9

<PAGE>

--------------------------------------------------------------------------------
NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
--------------------------------------------------------------------------------

         GOODWILL
         In connection  with its  acquisition  of Langara  effective  January 1,
         2000,  the Company has  recorded  goodwill  of  $200,000,  which is the
         excess of the  purchase  price  over the fair  value of the net  assets
         acquired. The acquisition was accounted for by the purchase method. The
         Company evaluated the underlying facts and circumstances related to the
         acquisition in  establishing  the  amortization  period for the related
         goodwill. The goodwill is being amortized on a straight-line basis over
         10 years.

         The Company  continuously  evaluates  whether  events have  occurred or
         circumstances  exist which  impact the  recoverability  of the carrying
         value of long-lived assets and related goodwill,  pursuant to Statement
         of  Financial   Accounting  Standards  No.  121,  "Accounting  for  the
         Impairment  of  Long-Lived  Assets  and  for  Long-Lived  Assets  to be
         Disposed Of."

         CONCENTRATION OF REVENUE

         Revenues from VHQ  Entertainment,  Inc.  (VHQ),  a former  shareholder,
         accounted for  approximately 42% and 49% of total revenue for the years
         ended September 30, 2002 and 2001, respectively.  In addition,  another
         customer  accounted for approximately 16% of revenue for the year ended
         September 30, 2002.

         INCOME TAXES

         The  Company  accounts  for income  taxes  according  to  Statement  of
         Financial  Accounting  Standards  No. 109,  which  requires a liability
         approach to calculating  deferred income taxes.  Under this method, the
         Company records deferred taxes based on temporary  differences  between
         the tax  bases  of the  Company's  assets  and  liabilities  and  their
         financial reporting bases. A valuation allowance is established when it
         is more  likely  than not that some or all of the  deferred  tax assets
         will not be realized.

         STOCK COMPENSATION

         Options  granted to employees under the Company's Stock Option Plan are
         accounted  for by using the  intrinsic  method  under APB  Opinion  25,
         Accounting for Stock Issued to Employees (APB 25). In October 1995, the
         Financial   Accounting   Standards  Board  issued  Statement  No.  123,
         Accounting for  Stock-Based  Compensation  (SFAS 123),  which defines a
         fair value based method of accounting for stock options. The accounting
         standards  prescribed  by SFAS 123 are  optional  and the  Company  has
         continued to account for stock options under the intrinsic value method
         specified in APB 25. Pro forma  disclosures  of net income and earnings
         per share have been made in accordance with SFAS 123.


                                       F-10
<PAGE>

--------------------------------------------------------------------------------
NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
--------------------------------------------------------------------------------

         NET LOSS PER SHARE

         The Company  applies  Statement of Financial  Accounting  Standards No.
         128, "Earnings Per Share" (FAS 128) which requires dual presentation of
         net earnings (loss) per share: Basic and Diluted. Basic earnings (loss)
         per share is  computed  using  the  weighted  average  number of common
         shares  outstanding  during the period.  Diluted  earnings per share is
         computed using the weighted average number of common shares outstanding
         during  the period  adjusted  for the  effect of  dilutive  outstanding
         options and warrants.  Outstanding  stock options and warrants were not
         considered  in the  calculation  of diluted net loss per share as their
         effect was anti-dilutive.

         SEGMENT REPORTING

         The Company  applies  Financial  Accounting  Standards  Boards ("FASB")
         statement No. 131,  "Disclosure  about  Segments of an  Enterprise  and
         Related Information". The Company has considered its operations and has
         determined that it operates in three operating segments for purposes of
         presenting financial information and evaluating performance. The Parent
         targets investment opportunities,  while E-Trend and Langara are retail
         and wholesale distributors of entertainment products,  respectively. As
         such, the accompanying  financial  statements present  information in a
         format  that is  consistent  with  the  financial  information  used by
         management for internal use.

         USE OF ESTIMATES

         The  preparation of financial  statements in conformity with accounting
         principles  generally accepted in the United States of America requires
         management to make estimates and  assumptions  that affect the reported
         amounts of assets and liabilities  and disclosure of contingent  assets
         and  liabilities  at the  date  of the  financial  statements  and  the
         reported  amounts  of  revenues  and  expenses  during  the  respective
         reporting period. Actual results could differ from those estimates.

         FOREIGN CURRENCY TRANSLATION

         The  functional  currency  of E-Trend  and  Langara is in the  Canadian
         dollar.  Accordingly  all assets and  liabilities  are translated  into
         United  States  dollars at the year-end  exchange rate and revenues and
         expenses are  translated at average  exchange  rates.  Gains and losses
         arising from the translation of the financial statements of the Company
         are  recorded  in a  "Cumulative  Translation  Adjustment"  account  in
         stockholders' equity.

         Transactions  denominated in other that Canadian dollars are translated
         at the  exchange  rate on the  transaction  date.  Monetary  assets and
         liabilities  denominated in other than Canadian  dollars are translated
         at the exchange rate in effect on the balance sheet date. The resulting
         exchange gains and losses on these items are included in operations.


                                      F-11

<PAGE>

--------------------------------------------------------------------------------
NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
--------------------------------------------------------------------------------

         NEW ACCOUNTING PRONOUNCEMENTS

         In June 2001, the Financial Accounting Standards Board issued Statement
         of  Financial   Accounting  Standards  No.  142,  "Goodwill  and  Other
         Intangible  Assets"  (SFAS 142),  which is  effective  for fiscal years
         beginning  after  December 15,  2001,  except  goodwill and  intangible
         assets  acquired  after June 30,  2001 are subject  immediately  to the
         non-amortization and amortization  provisions of this Statement.  Under
         the new rules, goodwill and intangible assets deemed to have indefinite
         lives  will no  longer  be  amortized  but will be  subject  to  annual
         impairment  tests in accordance  with the Statement.  Other  intangible
         assets will continue to be amortized over their useful lives.

         In  August  2001,  the  Financial  Accounting  Standards  Board  Issued
         Statement of Financial  Accounting  Standards No. 143  "Accounting  for
         Asset  Retirement  Obligations",  effective for fiscal years  beginning
         after June 15, 2002. This statement addresses financial  accounting and
         reporting for  obligations  associated  with the retirement of tangible
         long-lived assets and the associated retirement costs.

         In October  2001,  the  Financial  Accounting  Standards  Board  issued
         Statement of Financial Accounting Standards No. 144 "Accounting for the
         Impairment  or Disposal of  Long-lived  Assets",  effective  for fiscal
         years  beginning  after  December 15, 2001.  This  statement  addresses
         financial  accounting  and reporting for the  impairment or disposal of
         long-lived assets.

         In April  2002,  the FASB  issued  SFAS No.  145,  "Rescission  of FASB
         statements  No. 4, 44 and 64,  Amendment of FASB  Statement  No. 13 and
         Technical Corrections".  This statement, among other things, eliminates
         an inconsistency between required accounting for certain sale-leaseback
         transactions and provides other technical corrections.

         In June 2002,  the FASB  issued  SFAS No.  146,  "Accounting  for Costs
         Associated with Exit or Disposal Activities".  This statement addresses
         accounting  and  reporting for costs  associated  with exit or disposal
         activities  and  nullifies  Emerging  Issues Task Force Issue No. 94-3.
         This statement is effective for exit or disposal costs  initiated after
         December 31, 2002, with early adoption encouraged.

         The Company has not yet determined what the effects of these Statements
         will be on its financial position and results of operations.

                                      F-12

<PAGE>

--------------------------------------------------------------------------------
NOTE 2.  GOING CONCERN
--------------------------------------------------------------------------------

         The accompanying  consolidated  financial statements have been prepared
         in conformity  with  accounting  principles  generally  accepted in the
         United  States  of  America,  which  contemplates  continuation  of the
         Company as a going concern. Going concern assumes that the Company will
         continue in operations for the  foreseeable  future and will be able to
         realize its assets and discharge its  liabilities  in the normal course
         of operations.

         The Company has incurred substantial operating losses and negative cash
         flows from  operations  from  inception  through  September  30,  2002.
         Although the Company  believes it will become cash flow  positive  from
         operations  by the end of the fiscal year ending  September  30,  2003,
         there can be no  assurance  that this will  occur.  In the  absence  of
         achieving  positive cash flows from operations or obtaining  additional
         debt or equity  financing,  the  Company  may have  difficulty  meeting
         obligations  as they become  due,  and may be forced to  discontinue  a
         business segment or overall operations.

         To address  these  concerns,  the Company  continues to pursue new debt
         and/or equity financing, is actively expanding its customer base and is
         currently in process of implementing cost cutting strategies.

         Management believes that actions presently being taken, as described in
         the preceding  paragraph,  provide the  opportunity  for the Company to
         continue as a going concern,  however,  there is no assurance this will
         occur.

--------------------------------------------------------------------------------
NOTE 3.  BUSINESS COMBINATION
--------------------------------------------------------------------------------

         COOL ENTERTAINMENT, INC.

         Effective  February 21, 2001, an arrangement was completed  between the
         Parent  and Cool  Entertainment,  Inc.  (Cool)  whereby  the  Company's
         stockholders  exchanged all of their common shares for 4,439,371 common
         shares of Cool. In  connection  with the  transaction  the Company also
         acquired associated assets for cash and common shares.

         Following the acquisition,  the former shareholders of the Company held
         a majority of the total issued and  outstanding  common shares of Cool;
         the Company was thereby  deemed to be the  acquirer.  Accordingly,  the
         transaction  has been  accounted for as a  reverse-take-over  using the
         purchase  method  whereby the assets and  liabilities of Cool have been
         recorded at their fair market values and the operating  results of Cool
         have been  included  in the  Company's  financial  statements  from the
         effective  date of the  purchase.  The fair  values  of the net  assets
         acquired is equal to their book values.

         As  Cool  was  a  non-operating   public  shell  at  the  time  of  the
         combination,  no  goodwill  has been  recognized  and the excess of the
         consideration  paid  over the fair  value  of the  identifiable  assets
         acquired has been charged to stockholders' equity.


                                      F-13

<PAGE>

--------------------------------------------------------------------------------
NOTE 3.  BUSINESS COMBINATION (Continued)
--------------------------------------------------------------------------------

         Net book value of assets acquired:
           Property and equipment of Cool, at book value         $       10,940
           Assets acquired in associated transactions                    68,000
           Less working capital deficiency                      (        72,351)
         -----------------------------------------------------------------------

                                                                 $        6,589
         =======================================================================

         Assigned value of 4,439,371  common shares issued in
           exchange for common shares issued in exchange for
           common shares of Cool                                 $            -
         Settlement of liability assumed by the issue of 25,000
           common shares                                                 93,789
         Issue of 15,000 common shares on the acquisition of
           associated assets                                             45,000
         Cash paid on the acquisition assets                             23,000
         -----------------------------------------------------------------------
                                                                        161,789
         Less excess of consideration given over net book
           value of assets acquired                             (       155,200)
         -----------------------------------------------------------------------

                                                                 $        6,589
         =======================================================================

         Costs of $145,000 related to the acquisition were charged to operations
         as  they  were  in  excess  of  the  cash   received  on  the  business
         combination.

         Other transactions relating to the foregoing arrangement,  and integral
         thereto, were as follows:

           1.  Change of the Company's  name  from  Cool Entertainment,  Inc. to
               E-Trend Networks, Inc.;

           2.  Re-domestication of the Company to the State of Delaware from the
               State of Nevada;

           3.  Reverse stock split of 1-for-100 common shares;

           4.  Continuance, on a equivalent  basis,  of all of the unexpired and
               unexercised outstanding  stock options and warrants of the former
               E-Trend company under the same terms and conditions;

           5.  Cancellation of all of the outstanding warrants of Cool;

           6.  Settlement of a note payable of $93,789 to Fictional Media, Inc.,
               a company  controlled by  stockholders  of Cool, by  way  of  the
               issuance of 25,000 common shares; and

           7.  Cash payment of $23,000 and the issuance of a promissory  note of
               $45,000 by the Parent to Fictional  Media,  Inc. in exchange  for
               property  and  equipment,  subsequently  settled  by  way  of the
               issuance of 15,000 common shares.

                                      F-14
<PAGE>

--------------------------------------------------------------------------------
NOTE 4.  PROPERTY AND EQUIPMENT
--------------------------------------------------------------------------------

         Property and equipment consisted of the following:

                                                                  September 30,
                                                                      2002
         =======================================================================

         Computer software                                        $     259,111
         Computer hardware                                              120,528
         Furniture and fixtures                                          33,117
         Leasehold improvements                                          43,776
         -----------------------------------------------------------------------
                                                                        456,532
         Less accumulated depreciation and amortization          (      194,773)
         -----------------------------------------------------------------------

                                                                  $     261,759
         =======================================================================

         Depreciation  and   amortization   expense  relating  to  property  and
         equipment totaled $95,569 and $71,647 for the years ended September 30,
         2002 and 2001.

--------------------------------------------------------------------------------
NOTE 5.  RELATED PARTY TRANSACTIONS
--------------------------------------------------------------------------------

         VHQ ENTERTAINMENT, INC.

         By means of an  agreement  dated  December  26,  2001  and  amended  on
         February  12,  2002,  eAngels  International  ("eAngels"),  through its
         operating entity, The Game Holdings, Ltd., agreed to purchase 2,000,000
         common shares of the Company owned by VHQ thus  acquiring a controlling
         interest in the Company.  In conjunction  with the stock purchase,  (a)
         the  existing  officers  and  directors  of the  Company  resigned  and
         designees of the  purchaser  were  appointed in their place and (b) the
         Company initiated steps to change its name to Wilmington Rexford, Inc.,
         effective February 19, 2002.

         At September  30, 2001,  the Company owned 99,900 common shares of VHQ.
         On September  30, 2002,  the Company sold this  investment at a loss of
         $118,320 to an entity that is controlled by the majority shareholder of
         the Company in exchange for a note in the amount of $25,345.

         NOTES PAYABLE STOCKHOLDER

         During the year ended September 30, 2002, the Company borrowed $672,206
         from  eAngels.  The notes bear  interest at 10% per year and are due on
         July 1, 2003. For the year ended September 30, 2002,  interest  expense
         related to these notes totaled $22,221. These notes are not required to
         be repaid to the extent  that the  advances  due from  related  parties
         discussed below are not collected.


                                      F-15

<PAGE>


--------------------------------------------------------------------------------
NOTE 5.  RELATED PARTY TRANSACTIONS (Continued)
--------------------------------------------------------------------------------

         ADVANCES DUE FROM RELATED PARTIES

         During the year ended September 30, 2002, the Company advanced $250,000
         to various  entities  controlled  by the  majority  shareholder  of the
         Company.  These  advances bear  interest at 10% per year.  For the year
         ended  September 30, 2002,  interest  income  related to these advances
         totaled $16,248.

--------------------------------------------------------------------------------
NOTE 6.  INCOME TAXES
--------------------------------------------------------------------------------

         The components of income taxes were as follows:

                                                        2002           2001
         =======================================================================

         Income Tax Benefit

         Income tax benefit at combined statutory
           rate of 42.62%                          $   475,600      $   942,415
         Change in Valuation Allowance            (    475,600)    (    942,415)
         -----------------------------------------------------------------------

         Income Tax Benefit                        $         -      $         -
         =======================================================================

         The income tax benefit for the years ended September 30, 2002 and 2001,
         differed from the combined  federal and provincial  statutory rates due
         principally  to  the  increase  in the  deferred  tax  asset  valuation
         allowance.

         At September  30,  2002,  the  approximate  deferred tax assets were as
         follows:

            Non-capital loss carryforwards                     $    1,418,000
            Capital assets                                             47,000
         -----------------------------------------------------------------------
              Total deferred tax assets                             1,465,000
              Less valuation allowance                        (     1,465,000 )
         -----------------------------------------------------------------------

                                                               $            -
         =======================================================================


                                      F-16

<PAGE>

--------------------------------------------------------------------------------
NOTE 7.  STOCK OPTIONS
--------------------------------------------------------------------------------

         The Company is authorized  to grant options to employees,  officers and
         directors,  to purchase up to  4,000,000  common  shares.  Stock option
         activity for the year ended September 30, 2002 was as follows:

                                               Number of        Weighted Average
                                                Options          Exercise Price
         -----------------------------------------------------------------------

         Balance, September 30, 2000            1,438,000          $      1.99
         Forfeited during the year         (      996,500)         $      1.99
         -----------------------------------------------------------------------

         Balance, September 30, 2001              441,500          $      1.93
         Granted during the year                        -          $         -
         Forfeited during the year         (      132,500)         $      3.96
         ----------------------------------------------------

         Balance, September 30, 2002              309,000          $      1.06
         ====================================================

         Exercisable, September 30, 2002          309,000          $      1.06
         ====================================================

         The  following  table  summarizes   information   about  stock  options
         outstanding at September 30, 2002:

                                                     Weighted
                                                      Average
                                                     Remaining
                                   Number of        Contractual
           Exercise Price           Options         Life (Years)
         --------------------------------------------------------

         $ 1.00                     300,000             8.62
         $ 2.00                       4,000             2.25
         $ 4.00                       5,000             2.25
                                  ------------

                                    309,000
                                  ============

         As there were no option  grants  during the years ended  September  30,
         2002 or 2001, therefore,  presenting the pro forma consolidated results
         of operations of the Company as though the fair value based  accounting
         method in SFAS 123 had been used in accounting for stock options is not
         applicable

                                      F-17

<PAGE>

--------------------------------------------------------------------------------
NOTE 8.  LEASE COMMITMENTS
--------------------------------------------------------------------------------

         LEASES

         The Company leases office and certain computer  equipment under various
         non-cancelable  operating leases.  Approximate  future minimum payments
         under these leases for the years  subsequent to September 30, 2002, are
         as follows:

         2003                                              $          29,000
         2004                                                         20,000
         2005                                                          4,000
         -----------------------------------------------------------------------

         Total                                             $          53,000
         =======================================================================

         Rent expense for facilities  and computer  equipment for the year ended
         September 30, 2002 and 2001 totaled  approximately $66,000 and $75,000,
         respectively.

--------------------------------------------------------------------------------
NOTE 9.  BUSINESS SEGMENT INFORMATION
--------------------------------------------------------------------------------

         Principally  all  operations  of E-Trend and Langara are  conducted  in
         Canada. Information about operating segments is as follows:

<TABLE>
<CAPTION>
         September 30, 2002                  Parent           E-Trend           Langara            Total
         ===================================================================================================
<S>                                     <C>              <C>               <C>               <C>

         Revenues from external
           customers                     $         -      $    652,321      $ 1,362,375       $  2,014,696
         Intersegment revenues                                       -          456,368            456,368
         Segment loss                   (    258,913)    (     766,319)    (     90,679)     (   1,115,911)
         ---------------------------------------------------------------------------------------------------

         September 30, 2001
         ===================================================================================================

         Revenues from external
           customers                     $         -      $    898,758      $ 1,241,046       $  2,139,804
         Intersegment revenues                     -                 -          274,073            274,073
         Segment loss                              -     (   2,184,807)    (     26,397)     (   2,211,204)
         ---------------------------------------------------------------------------------------------------
</TABLE>


--------------------------------------------------------------------------------
NOTE 10. SUBSEQUENT EVENT
--------------------------------------------------------------------------------

         On December 24, 2002,  the Company issued  10,000,000  shares of common
         stock to  eAngels in  exchange  for a  $200,000  reduction  to its note
         payable balance


                                      F-18