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


                                  FORM 10-KSB/A
                                AMENDMENT NO. 1


(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>

                                EXPLANATORY NOTE

         The purpose of this Amendment No. 1 to Annual Report on Form 10-KSB/A
is to refile Exhibit 10.4 to reflect the registrant's amended confidential
treatment request.


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 (3)
--------------------------------------------------------------------------------
    10.5          Debentures issued to eAngels International(4)
--------------------------------------------------------------------------------
    10.6          Promissory Note from WorldVest Holding Corporation(4)
--------------------------------------------------------------------------------
    10.7          Promissory Note from FutureVest Corporation(4)
--------------------------------------------------------------------------------
    10.8          Promissory Note from South Beach Partners, LLC/South Beach
                  Entertainment(4)
--------------------------------------------------------------------------------
    10.9          Promissory Note from WSY Limited, Inc.(4)
--------------------------------------------------------------------------------
    10.10         Promissory Note from TransJet.com/Wild Toyz
--------------------------------------------------------------------------------
    10.11         Guaranty from eAngels International dated December 12, 2002(4)
--------------------------------------------------------------------------------
     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 (4)
--------------------------------------------------------------------------------

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

(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.

(4)  Previously  filed  as an  exhibit to the registrant's Annual Report on Form
     10-KSB for the fiscal year ended September 30, 2002, file number 0-28879.


Reports on Form 8-K:  None.



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<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 16, 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 16, 2003
----------------------------     (Principal Executive,  Financial, and   --------------------
Garrett K. Krause                Accounting Officer)


/s/ ROBERT G. TAYLOR                                                       JANUARY 16, 2003
----------------------------     Director, President                     --------------------
Robert G. Taylor


/s/ SEAN L. KRAUSE                                                         JANUARY 16, 2003
----------------------------     Director, Vice President                --------------------
Sean L. Krause

</TABLE>








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<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 16, 2003


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


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