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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 15, 2000
Replacement Financial, Inc.
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(Exact name of registrant as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation or organization)
000-26965 88-0408426
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(Commission File Number) (IRS Employer Identification Number)
6314 King Valley Drive
West Valley City, Utah 84128
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(Address of principal executive offices)
(801) 274-6415
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(Registrant's telephone number, including area code)
7432 South Carling Circle
Salt Lake City, Utah 84121
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(Former name or address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On June 10, 2000, by vote without a meeting of majority shareholders of
Replacement Financial, Inc. (the "Company"), the Company appointed Tracy
Hernandez as a director and chairman of the board and as president, secretary
and treasurer of the Company. Immediately after such appointments, Brian
Ortega and Kari Cunningham resigned from all of their positions as directors
and officers of the Company.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 31, 2000, the Company closed an Asset Acquisition Agreement with
Tracy Hernandez ("Hernandez") issuing 1,000,000 shares of its common stock in
exchange for all of the assets used by Hernandez in her operations of her sole
proprietorship, "TK Originals". As a result of the Acquisition, the Company
anticipates following TK Originals business plan.
Accordingly, the Company plans to operate as a designer, manufacturer,
and retailer of specialty children's clothing.
TK Originals ("TKO") is a development stage Company formed as a sole
proprietorship on February 15, 2000. To date, TKO has sold a limited quantity
of clothing through word of mouth advertising. TKO has also satisfied a
contract with a local fabric store to manufacture display garments for the
store. In addition to direct-mail advertising, the Company intends to create
a web site to further increase business. The Company also intends to contact
specialty children's clothing stores throughout the United States with regard
to providing a line of clothing for retail sale.
The Company is currently operating with limited funds from the home of
its newly appointed president, Tracy Hernandez, at no charge. The Company
will need to generate additional sales or raise capital through the sale of
debt or equity securities in order to maintain operations. There are no
assurances that the Company will be successful in achieving sales or income or
in obtaining additional funding.
In conjunction with the Acquisition, Hernandez purchased 1,800,000
shares of the Company's common stock from an existing shareholder for $500.
Additionally, Hernandez will have an option to purchase from Kari Cunningham,
the Company's former president, secretary, treasurer, director and majority
shareholder, 19,980,000 shares out of 20,000,000 shares of Company's Common
Stock owned by Mrs. Cunningham for $10,000 subject to certain conditions
including reaching revenues of $100,000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Any required Financial Statements will be filed with an amendment
hereto within sixty (60) days.
(b) Any required Pro Forma Financial Information will be filed with an
amendment hereto within sixty (60) days.
(c) Exhibits: Exhibits required to be attached by Item 601 of
Regulation S-B are listed in the Index to Exhibits on page 4 of this report
and are incorporated herein by this reference.
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Pursuant to the requirement of the Securities Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
DATED: June 15, 2000
Replacement Financial, Inc.
By: /s/ Tracy Hernandez
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Name: Tracy Hernandez
Title: President
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INDEX TO EXHIBITS
SEC REF. PAGE
N0. NO. DESCRIPTION
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2 5 Asset Acquisition Agreement dated May 31, 2000
between the Company and Tracy Hernandez.
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