SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Information Statement
REPLACEMENT FINANCIAL, INC.
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(Name of Registrant as Specified in Its Charter)
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2) Aggregate number of securities to which transaction applies: N/A
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pursuant to Exchange Act Rule 0-11. (Set forth the amount on
which the filing fee is calculated and state how it was
determined): N/A
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[ ] Fee paid previously by written preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
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REPLACEMENT FINANCIAL, INC.
6314 KING VALLEY DRIVE
WEST VALLEY CITY, UTAH 84128
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INFORMATION STATEMENT
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WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND A PROXY
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- NOTICE OF SHAREHOLDERS CONSENT TO CHANGE THE NAME OF -
- REPLACEMENT FINANCIAL, INC. -
- TO -
- TK ORIGINALS, INC. -
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INTRODUCTION
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Replacement Financial, Inc. ("the Company") is providing this
Information Statement to all shareholders of its par value $0.001 common stock
("Common Stock") as notification that on June 30, 2000 the holders of a
majority of the Company's outstanding Common Stock have consented to change
the Company's name from Replacement Financial, Inc. ("Replacement") to TK
Originals, Inc. ("TK Originals").
Of the 23,000,000 Common Stock shares issued and outstanding and
entitled to vote by written consent on that date, a shareholder owning
20,000,000 shares, or approximately 87% of the outstanding Common Stock,
consented to this name change by written consent taken without a meeting
pursuant to Section 78.320 of the Nevada Revised Statutes.
On July 25, 2000, the Company is sending this Information Statement to
all shareholders of record as of June 30, 2000. The name change shall be
effective August 14, 2000.
This Information Statement is also being provided to all shareholders as
notification that on June 10, 2000 the majority shareholders of 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. The Company filed a
Current Report on Form 8-K with the Securities and Exchange Commission (SEC)
on June 15, 2000 regarding this matter.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
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The record date for this Information Statement is June 30, 2000. The
following table sets forth certain information concerning ownership of the
Company's Common Stock as of June 30, 2000. The table discloses each entity
the Company knows to beneficially own more than five percent (5%) of its
Common Stock. The table also shows the stock holdings of the Company's
directors, as the well as the shares held by its directors and executive
officers as a group. The notes accompanying the information in the table
below are necessary for a complete understanding of the figures provided.
AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNER (1) PERCENT OF CLASS
- ------------------------ -------------------- ----------------
Kari Cunningham 20,000,000 86.96%
7432 South Carling Circle
Salt Lake City, Utah 84121
Tracy Hernandez 2,800,000 12.17%
6314 King Valley Drive
West Valley City, Utah 84128
All Executive Officers &
Directors as a Group
(One Person) 2,800,000 12.17%
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(1) The number of shares beneficially owned by the entities above is
determined under rules promulgated by the SEC and the information is not
necessarily indicative of beneficial ownership for any other purpose.
Under such rules, beneficial ownership includes any shares as to which
the individual has sole or shared voting power or investment power and
also any shares which the individual has the right to acquire within 60
days through the exercise of any stock option or other right. The
inclusion herein of such shares, however, does not constitute an
admission that the named stockholder is a direct or indirect beneficial
owner of such shares. Unless otherwise indicated, each person or entity
named in the table has sole voting power and investment power (or shares
such power with his or her spouse) with respect to all shares of capital
stock listed as owned by such person or entity.
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CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
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The Company was incorporated on June 25, 1996 under the laws of the
State of Nevada. Nevada law requires that a domestic corporation amend its
articles of corporation to reflect a change of corporate name. Therefore, the
Company's articles of incorporation will be amended, effective on August 14,
2000, to reflect the change of name from Replacement Financial, Inc. to TK
Originals, Inc.
CHANGE IN CONTROL
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On June 10, 2000, holders of a majority of the Common Stock voted
pursuant to written consent to appoint Tracy Hernandez as a director and
chairman of the board and as president, secretary and treasurer of
Replacement. Immediately after such appointments, Brian Ortega and Kari
Cunningham resigned from all of their positions as directors and officers of
the Company.
DIRECTORS AND EXECUTIVE OFFICERS
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The directors and executive officers currently serving the Company are
as follows:
NAME AGE POSITION HELD SINCE
- ----- ---- -------------- ------
Tracy Hernandez 37 President, Secretary, June 10, 2000
Treasurer, Director &
Chairman of the Board
Tracy Hernandez, age 37, has been President, Secretary, Treasurer,
Director and Chairman of the Board since June 10, 2000. Since November 1991,
Mrs. Hernandez has been employed at Watson Labs, formerly TheraTech, in Salt
Lake City, Utah. Mrs. Hernandez is the Senior Secretary and performs all
administrative duties for the Research and Development department. She has
held several different positions within the company since her employment.
Mrs. Hernandez is not a officer or director of any other company.
The director named above will serve until the next annual meeting of the
Company's stockholders. Thereafter, directors will be elected for one-year
terms at the annual stockholders' meeting. Officers will hold their positions
as directed by the board of directors. Currently, none of the Company's
officers nor directors have any employment agreement with the Company, nor is
any currently contemplated. There is no arrangement or understanding between
the directors and officers of the Company and any other person pursuant to
which any director or officer was or is to be selected as a director or
officer.
The directors and officers of the Company will devote such time to the
Company's affairs on an "as needed" basis. As a result, the actual amount of
time which they will devote to the Company's affairs is unknown and is likely
to vary substantially from month to month.
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Exclusion of Liability
The Nevada Corporation Act excludes personal liability for its directors
for monetary damages based upon any violation of their fiduciary duties as
directors, except as to liability for any breach of the duty of loyalty, acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, acts in violation of the Nevada Corporation Act, or
any transaction from which a director receives an improper personal benefit.
This exclusion of liability does not limit any right which a director
may have to be indemnified and does not affect any director's liability under
federal or applicable state securities laws.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
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No compensation was awarded to, earned by, or paid to any of the current
executive officers of the Company during the three year period ended May 31,
2000.
TRANSFER OF STOCK CERTIFICATES
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After August 14, 2000, stockholders may forward their stock certificates
to Signature Stock Transfer, Inc., 14675 Midway Road, Suite 221, Addison,
Texas 75001; Telephone (972) 788-4193, together with $20 for each stock
certificate requested to be issued or transferred for a new stock certificate
bearing the new name of the Company and its new Cusip Number and $2 for each
stock certificate to be canceled. If stock certificates are being transferred
into the same name, no signature guarantee is required; if being transferred
to a new name, the stock certificate submitted must be signed and the
signature must be guaranteed by a "Medallion Member" bank or broker dealer. A
stock power similarly signed and guaranteed will also be acceptable.
BY ORDER OF THE BOARD OF DIRECTORS,
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Tracy Hernandez, President
Salt Lake City, Utah
July 10, 2000
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