UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended August 31, 2000.
[ ] Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No fee required) for the transition period from _____ to
_____.
Commission file number: 000-26965
TK Originals, Inc.
-------------------------------------------------
(Name of Small Business Issuer in Its Charter)
Nevada 88-0408426
-------- ------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
6314 King Valley Drive, West Valley City, Utah 84128
---------------------------------------------------------
(Address of Principal Executive Offices and Zip Code)
Issuer's telephone number: (801) 964-4810
----------------
7432 South Carling Circle, Salt Lake City, Utah 84121
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(Address of Previous Principal Executive Offices and Zip Code)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
for such shorter period that the issuer was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [ X ] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Check whether the registrant has filed all documents and reports required
to be filed by Sections 12, 13, or 15(d) of the Exchange Act subsequent to
the distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
State of number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
The number of shares outstanding of the Company's common stock ($0.001
par value), as of August 31, 2000 and October 10, 2000 was 23,000,000 shares.
Total of Sequentially Numbered Pages: 19
Index to Exhibits on Page: 18
<PAGE>
TABLE OF CONTENTS
-------------------
PART I
ITEM 1. FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION . . .13
PART II
ITEM 1. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . .15
ITEM 2. CHANGES IN SECURITIES . . . . . . . . . . . . . . . . . . . . .15
ITEM 3. DEFAULTS UPON SENIOR SECURITIES . . . . . . . . . . . . . . . .16
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . . .16
ITEM 5. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . .16
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . . . . . . .17
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
2
<PAGE>
PART I
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ITEM 1. FINANCIAL STATEMENTS
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The Company's unaudited financial statements, which are attached hereto
as pages 4 through 12, include: a) Balance Sheets - August 31, 2000
(unaudited) and May 31, 2000 (audited); b) Statements of Operations - For the
Three Months Ended August 31, 2000 and 1999 and From Inception on June 25,
1996 Through August 31, 2000; c) Statements of Operations - For the Three
Months Ended August 31, 2000 and 1999 and From Inception on June 25, 1996
Through August 31, 2000; c) Statements of Stockholders' Equity (Deficit) -
From Inception on June 25, 1996 through August 31, 2000; d) Statements of Cash
Flows - For the Three Months Ended August 31, 2000 and 1999, and From
Inception on June 25, 1996 through August 31, 2000; e) Notes to the Financial
Statements - August 31, 2000 and May 31, 2000.
In the opinion of management, the accompanying unaudited financial
statements included in this quarterly report filed on Form 10-QSB reflect all
adjustments (consisting only of normal recurring accruals) necessary for a
fair presentation of the results of operations for the periods presented. The
results of operations for the periods presented are not necessarily indicative
of the results to be expected for the full year.
[THIS SPACE WAS INTENTIONALLY LEFT BLANK]
3
<PAGE>
TK ORIGINALS, INC.
(Formerly Replacement Financial, Inc.)
(A Development Stage Company)
FINANCIAL STATEMENTS
August 31, 2000 and May 31, 2000
4
<PAGE>
-------------------------
HJ & ASSOCIATES, L.L.C.
-------------------------
CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
----------------------------------------
To the Board of Directors
TK Originals, Inc.
(Formerly Replacement Financial, Inc.)
(A Development Stage Company)
Salt Lake City, Utah
We have reviewed the accompanying balance sheet of TK Originals, Inc.
(formerly Replacement Financial, Inc.) (a development stage company) as of
August 31, 2000 and the related statements of operations, stockholders' equity
(deficit) and cash flows for the three months ended August 31, 2000. These
financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data, and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, which will
be performed for the full year with the objective of expressing an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying condensed financial statements referred to
above for them to be in conformity with accounting principles generally
accepted in the United States.
We have previously audited, in accordance with auditing standards generally
accepted in the United States, the balance sheet of TK Originals, Inc.
(formerly Replacement Financial, Inc.) (a development stage company) as of May
31, 2000, and the related statements of operations, stockholders' equity, and
cash flows for the year then ended (not presented herein) and in our report
dated August 9, 2000, we expressed an unqualified opinion on those
consolidated financial statements.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company is a development stage company with no
significant operating results to date, which raises substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are also described in Note 3. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
/s/ HJ & Associates, LLC
HJ & Associates, LLC
Salt Lake City, Utah
October 13, 2000
50 South Main Street, Suite 1450 . Salt Lake City, Utah 84144 .
Telephone (801) 328-4408 . Facsimile (801) 328-4461
5
<PAGE>
TK ORIGINALS, INC.
(Formerly Replacement Financial, Inc.)
(A Development Stage Company)
Balance Sheets
ASSETS
--------
August 31, May 31,
2000 2000
----------- -----------
(Unaudited)
CURRENT ASSETS
Cash $ 3,037 $ 3,453
Inventory 1,364 --
Note receivable - related party (Note 7) 3,334 --
----------- -----------
Total Current Assets 7,735 3,453
----------- -----------
FIXED ASSETS (Note 6) 5,883 2,250
----------- -----------
TOTAL ASSETS $ 13,618 $ 5,703
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
--------------------------------------
CURRENT LIABILITIES
Accounts Payable $ 1,971 $ --
Accrued expenses 1,540 1,000
Notes Payable - related party 25,000 15,000
----------- -----------
Total Current Liabilities 28,511 16,000
----------- -----------
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.001 par value:
5,000,000 shares authorized, -0- shares
issued and outstanding -- --
Common stock, $0.001 par value,
250,000,000 shares authorized, 23,000,000
shares issued and outstanding 23,000 23,000
Additional paid-in capital (18,550) (18,550)
Deficit accumulated during the development stage (19,343) (14,747)
----------- -----------
Total Stockholders' Equity (Deficit) (14,893) (10,297)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT) $ 13,618 $ 5,703
=========== ===========
6
<PAGE>
TK ORIGINALS, INC.
(Formerly Replacement Financial, Inc.)
(A Development Stage Company)
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
From
For the Inception on
Three Months Ended June 25,
August 31, 1996 Through
-------------------------- August 31,
2000 1999 2000
------------ ------------ ------------
<S> <C> <C> <C>
NET SALES $ -- $ -- $ --
------------ ------------ ------------
COST OF SALES -- -- --
------------ ------------ ------------
GROSS MARGIN -- -- --
------------ ------------ ------------
EXPENSES
General and administrative 4,054 3,158 17,801
------------ ------------ ------------
Total Expenses 4,054 3,158 17,801
------------ ------------ ------------
LOSS FROM OPERATIONS $ (4,054) $ (3,158) $ (17,801)
------------ ------------ ------------
OTHER (EXPENSE)
Interest expense (542) -- (1,542)
------------ ------------ ------------
Total Other (Expense) (542) -- (1,542)
------------ ------------ ------------
NET LOSS $ (4,596) $ (3,158) $ (19,343)
============ ============ ============
BASIC LOSS PER SHARE (0.00) (0.00)
============ ============
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 23,000,000 22,000,000
============ ============
</TABLE>
7
<PAGE>
TK ORIGINALS, INC.
(Formerly Replacement Financial, Inc.)
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
From Inception on June 25, 1996 through August 31, 2000
<TABLE>
<CAPTION>
Deficit
Accumulated
Preferred Stock Common Stock Additional During the
------------------------- ------------------------- Paid-In Development
Shares Amount Shares Amount Capital Stage
------------ ------------ ------------ ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance at inception on
June 25, 1996 - $ - - $ - $ - $ -
Issuance of common stock for
services at $0.001 per share - - 22,000,000 22,000 (19,800) -
Net loss from inception on
June 25, 1996 through
May 31, 1997 - - - - - (2,200)
------------ ------------ ------------ ------------ ----------- -----------
Balance, May 31, 1997 - - 22,000,000 22,000 (19,800) (2,200)
Net loss for the year ended
May 31, 1998 - - - - - (2,200)
------------ ------------ ------------ ------------ ----------- -----------
Balance, May 31, 1998 - - 22,000,000 22,000 (19,800) (2,200)
Net loss for the year ended
May 31, 1999 - - - - - (255)
------------ ------------ ------------ ------------ ----------- -----------
Balance, May 31, 1999 - - 22,000,000 22,000 (19,800) (2,455)
May 31, 2000: issuance
of common stock for
assets at $0.002 per share - - 1,000,000 1,000 1,250 -
Net loss for the year ended
May 31, 2000 - - - - - (12,292)
------------ ------------ ------------ ------------ ----------- -----------
Balance, May 31, 2000 - - 23,000,000 23,000 (18,550) (14,747)
Net loss for the three months
ended August 31, 2000
(unaudited) - - - - - (4,596)
------------ ------------ ------------ ------------ ----------- -----------
Balance, August 31, 2000
(unaudited) - $ - 23,000,000 $ 23,000 $ (18,550) $ (19,343)
============ ============ ============ ============ =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
8
<PAGE>
TK ORIGINALS, INC.
(Formerly Replacement Financial, Inc.)
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
From
For the Inception on
Three Months Ended June 25,
August 31, 1996 Through
-------------------------- August 31,
2000 1999 2000
------------ ------------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (4,596) $ (3,158) $ (19,343)
Adjustments to reconcile net loss to net cash
used by operating activities:
Common stock issued for services -- -- 2,200
Depreciation expense 195 -- 195
Change in operating assets and liabilities:
Decrease (increase) in inventory (1,364) -- (1,364)
Decrease (increase) in note receivable (3,334) -- (3,334)
Increase (decrease) in accounts payable 1,971 -- 1,971
Increase (decrease) in accounts payable
and accrued expenses 540 208 1,540
------------ ------------ ------------
Net Cash Used by Operating Activities (6,588) (2,950) (18,135)
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment (3,828) -- (3,828)
------------ ------------ ------------
Net Cash Used by Investing Activities (3,828) -- (3,828)
------------ ------------ ------------
CASH FLOWS FORM FINANCING ACTIVITIES
Proceeds from note payable 10,000 -- 25,000
------------ ------------ ------------
Net Cash Provided by Financing Activities 10,000 -- 25,000
------------ ------------ ------------
NET INCREASE (DECREASE) IN CASH (416) (2,950) 3,037
CASH AND CASH EQUIVALENTS AT BEGINNING OF
PERIOD 4,453 4,745 --
------------ ------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,037 $ 1,795 $ 3,037
============ ============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid $ -- $ -- $ --
Income taxes paid $ -- $ -- $ --
SCHEDULE OF NON-CASH FINANCING ACTIVITIES:
Common stock issued for services $ -- $ -- $ 2,200
Common stock issued for assets $ -- $ -- $ 2,250
</TABLE>
The accompanying notes are an integral part of these financial statements.
9
<PAGE>
TK ORIGINALS, INC.
(Formerly Replacement Financial, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
August 31, 2000 and May 31, 2000
NOTE 1 - NATURE OF ORGANIZATION
The financial statements presented are those of Replacement Financial,
Inc. (the Company). The Company was organized under the laws of the
State of Nevada on June 25, 1996. Effective May 31, 2000, the Company's
primary plan of operations is to design, manufacture and sell specialty
children's clothing and accessories. Items are expected to include both
formal and informal shirts, pants, blouses and jackets for infants and
children up to approximately size eight. Accessories are expected to
include, among other things crib sheets, quilts, diaper stacks, bumper
pads, bibs and plush toys for infants.
On August 14, 2000, the Company changed it's name to TK Originals, Inc.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The financial statements are prepared using the accrual method of
accounting. The Company has elected a May 31 year end.
b. Provision for Taxes
At August 31, 2000, the Company has net operating loss carryforwards of
approximately $19,000 that may be offset against future taxable income
through 2020. No tax benefit has been reported in the financial
statements because the Company believes there is a 50% or greater chance
the carryforwards will expire unused. Accordingly, the potential tax
benefits of the loss carryforwards are offset by a valuation allowance
of the same amount.
c. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles 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 reporting period. Actual results could differ from those
estimates.
d. Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
10
<PAGE>
TK ORIGINALS, INC.
(Formerly Replacement Financial, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
August 31, 2000 and May 31, 2000
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Basic Loss Per Share
The computation of basic loss per share of common stock is based on the
weighted average number of shares outstanding during the period of the
financial statements.
For the Three Months Ended
May 31,
----------------------------
2000 1999
------------- -------------
Numerator - loss $ (4,596) $ (90)
Denominator - weighted average number of
shares outstanding 23,000,000 22,000,000
------------- -------------
Loss per share $ (0.00) $ (0.00)
============= =============
f. Unaudited Financial Statements
The accompanying unaudited financial statements include all of the
adjustments which, in the opinion of management, are necessary for a
fair presentation. Such adjustments are of a normal recurring nature.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates
the realization of assets and liquidation of liabilities in the normal
course of business. The company has not yet established an ongoing
source of revenues sufficient to cover its operating costs and allow it
to continue as a going concern. The ability of the Company to continue
as a going concern is dependent on the Company obtaining adequate
capital to fund operating losses until it becomes profitable. If the
Company is unable to obtain adequate capital, it could be forced to
cease operations.
In order to continue as a going concern, develop a reliable source of
revenues, and achieve a profitable level of operations, the Company will
need, among other things, additional capital resources. Management
intends to develop revenues through the sale of children's clothing.
Until that happens, management's plans to continue as a going concern
include (1) raising additional capital through sales of common stock,
the proceeds of which would be used to pay operating costs of the
Company. However, management cannot provide any assurances that the
Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent
upon its ability to successfully accomplish the plans described in the
preceding paragraph and eventually secure other sources of financing and
attain profitable operations. The accompanying financial statements do
not include any adjustments that might be necessary if the Company is
unable to continue as a going concern.
11
<PAGE>
TK ORIGINALS, INC.
(Formerly Replacement Financial, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
August 31, 2000 and May 31, 2000
NOTE 4 - FORWARD STOCK SPLITS
On March 10, 1999, the Company approved a 100-for-1 forward stock split
and on January 1, 2000, the Company approved a 10-for-1 forward stock
split. The forward stock splits are reflected on a retroactive basis.
NOTE 5 - NOTES PAYABLE - RELATED PARTY
As of August 31, 2000, the Company owed a related party $5,000, $10,000
and $10,000. The notes are due in full on March 31, 2000, January 1,
2001 and June 30, 2001, respectively, and will accrue interest at 10%
per annum. The notes are unsecured.
NOTE 6 - FIXED ASSETS
On May 31, 2000, the Company issued 1,000,000 shares of common stock for
fixed assets valued at $2,250. The fixed assets will be depreciated
over a seven-year life using the straight-line method of depreciation.
Fixed assets consist of the following:
August 31, May 31,
2000 2000
------------- -------------
(Unaudited)
Equipment $ 6,078 $ 2,250
Less: accumulated depreciation (195) --
------------- -------------
$ 5,883 $ 2,250
============= =============
NOTE 7 - NOTE RECEIVABLE - RELATED PARTY
The Company loaned a shareholder $3,444. It is due on demand and does
not bear interest.
12
<PAGE>
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
---------------------------------------------------------------------------
Results of Operations
***************************************************************
Three Month Periods Ended August 31, 2000 and 1999
and from Inception on June 25, 1996 through August 31, 2000
***************************************************************
General and administrative expenses for the three month period ended
August 31, 2000 consisted of general corporate administration, legal and
professional expenses, and accounting and auditing costs and advertising.
These expenses were $4,054 for the three month period ended August 31, 2000 as
compared to $3,158 for the same period in 1999. The Company incurred
additional expenses during the three month period ended August 31, 2000
because the Company had implemented a new business plan and additional general
and administrative expenses were incurred. General and administrative
expenses for the period from Inception on June 25, 1996 through August 31,
2000 was $17,801.
Interest expense in the three month period ended August 31, 2000 was
$542 was on three separate notes payable to a third party in the principal
amounts of $5,000, $10,000 and $10,000 due March 31, 2001, January 1, 2001
and June 30, 2001, respectively. Interest expense in the three month period
ended August 31, 1999 was $0 and for the period from Inception on June 25,
1996 through August 31, 2000 was $1,542.
As a result of the foregoing factors, the Company realized a net loss of
$4,596 for the three months ended August 31, 2000 as compared to $3,158 net
loss for the same period in 1999. The Company realized a net loss of $19,343
for the period from Inception on June 25, 1996 through August 31, 2000.
***************************************************************
Fiscal Years Ended May 31, 2000 and 1999
and from Inception on June 25, 1996 through May 31, 2000
(audited)
***************************************************************
The Company had no revenues for the fiscal years ended May 31, 2000 and
1999 or from inception on June 25, 1996 through May 31, 2000. The Company
incurred $12,292 in net operating losses for the fiscal year ended May 31,
2000 as compared to $255 in net operating losses for the fiscal year ended
May 31, 1999 and $14,747 from inception on June 25, 1996 through May 31,
2000.
The net operating loss for all periods resulted primarily from general
and administrative expenses and interest expense. The net loss per share for
each period was $0.00 per share.
For the current fiscal year, the Company anticipates incurring a loss as
a result of legal and accounting expenses, expenses associated with
registration under the Securities Exchange Act of 1934, as amended, and
expenses associated with its plan of operations, as described below.
13
<PAGE>
Liquidity and Capital Resources
The Company remains in the development stage and, since inception, has
had no revenues. At August 31, 2000, the Company had current assets of $7,735
and current liabilities of $28,511 for a working capital deficit of $20,776.
The Company had cash in the amount of $3,037. All cash raised by the Company
to date has come from three loans to the Company by a third party, which bear
interest at the rate of 10% per annum. At August 31, 2000, three notes
payable were outstanding in the amounts of $5,000, $10,000 and $10,000 due
March 31, 2001, January 1, 2001 and June 30, 2001, respectively. The funds
were loaned to the Company to fund its revival, to finance it in becoming a
reporting company under the Securities Exchange Act of 1934 and pay general
administrative expenses.
During the period from June 25, 1996 (inception) through the Company's
year end May 31, 2000, the Company engaged in no significant operations other
than organizational activities, acquisition of capital and preparation for
registration of its securities under the Securities Exchange Act of 1934, as
amended. No revenues were earned by the Company during this period.
During the Company's first quarter ending August 31, 2000, the Company
engaged in minor operations related to its new business plan of designing,
manufacturing and marketing children's clothing products. However, most of
the activities in this period were developmental, including acquiring
inventory, placing ads, preparing designs and introducing the Company to
prospective customers. No revenues were earned by the Company during this
period.
The Company has continued to incur losses and has incurred operating
expenses since inception through the period ended August 31, 2000 of $19,343.
Of this amount, interest expense amounted to $1,542 and general and
administrative expenses amounted to $17,801. The net loss on operations for
the three month period ended August 31, 2000 was $4,596. Such losses will
continue unless revenues and business can be acquired by the Company. There
is no assurance that revenues or profitability will ever be achieved by the
Company.
Plan of Operations
The Company's primary plan of operations is to design, manufacture and
sell specialty children's clothing and accessories. Items are expected to
include both formal and informal shirts, pants, blouses and jackets for
infants and children up to approximately size eight. Accessories are expected
to include, among other things, crib sheets, quilts, diapers stacks, bumper
pads, bibs and plush toys for infants.
For the remainder of the fiscal year, the Company's activities will
continue to be developmental and will include acquiring inventory and
equipment, preparing designs, prospecting potential customers and preparing a
limited quantity of clothing items for sale. The Company will continue to
rely exclusively on the efforts of its president and sole director who is the
Company's only employee and who is only devoting part time to the Company's
operations.
14
<PAGE>
The Company does not own or lease any real estate property, but rather
maintains operations from the home of its president, at no charge to the
Company. The Company will continue to maintain operations at this location
until management believes that the Company's revenues and financial resources
justify a move to an alternative location. If such a move is required, the
Company believes that there is an adequate supply of office / warehouse /
retail space in Salt Lake County, Utah meeting the Company's anticipated needs
for the foreseeable future. Initially, the Company expects that it will lease
rather then purchase such property in order to allocate its resources
specifically to its operations.
The Company may attempt to employ additional personnel if it is able to
generate revenues or obtain additional financing. The Company expects to hire
several additional personnel in manufacturing and marketing during the next 12
months. However, there is no assurance that the services of such persons will
be available or that they can be obtained upon terms acceptable to the
Company.
Management does not expect any significant sales for the remainder of the
year. However, management believes that with limited sales and what the
Company currently has in cash, the Company has sufficient cash to meet the
anticipated needs of the Company's operations through the next two fiscal
quarters. The Company is forecasting that its expenses are less then $1,000
per month. However, there can be no assurances that expenses will not
increase and become greater then its cash flow, as the Company has no revenues
through the date of this report. In the event the Company requires additional
funds, the Company will have to seek loans or equity placements to cover such
cash needs. There is no assurance additional capital will be available to the
Company on acceptable terms.
No commitments to provide additional funds have been made by management
or other stockholders. Accordingly, there can be no assurance that any
additional funds will be available to the Company to allow it to cover its
expenses as they may be incurred.
Irrespective of whether the Company's cash assets prove to be adequate to
meet the Company's operational needs, the Company might seek to compensate
providers of services by issuances of stock in lieu of cash.
For more information about the Company's Plan of Operations, see the
Company's annual report on Form 10-KSB filed with the Securities and Exchange
Commission for the year ending May 31, 2000.
PART II
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ITEM 1. LEGAL PROCEEDINGS
---------------------------------------------------------------------------
The Company is not a party to any material pending legal proceedings,
and to the best of its knowledge, no such proceedings by or against the
Company have been threatened.
---------------------------------------------------------------------------
ITEM 2. CHANGES IN SECURITIES
---------------------------------------------------------------------------
Not Applicable.
15
<PAGE>
---------------------------------------------------------------------------
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
---------------------------------------------------------------------------
Not Applicable.
---------------------------------------------------------------------------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------------------------------
On June 30, 2000, the Board of Directors and Majority Shareholders
consented to change the Company's name from Replacement Financial, Inc.
("Replacement") to TK Originals, Inc. The name change became effective August
14, 2000 to better suit the nature of the Company's business.
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 mailed an Information Statement to
all shareholders of record as of June 30, 2000. The Company filed an
Information Statement on Schedule 14C with the Securities and Exchange
Commission on July 25, 2000 regarding this matter.
Further, 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 on June
15, 2000 regarding this matter. Also on July 25, 2000, information regarding
the this matter was filed on Schedule 14C with the Securities and Exchange
Commission and further mailed to all shareholders of record as of June 30,
2000.
For more information regarding the above to matters, see the Company's
Current Report filed on Form 8-K with the Securities and Exchange Commission
on June 15, 2000 and Information Statement filed on Schedule 14C with the
Securities and Exchange Commission on July 25, 2000.
---------------------------------------------------------------------------
ITEM 5. OTHER INFORMATION
---------------------------------------------------------------------------
On June 15, 2000, a third party loaned the Company $10,000.00 for a term
of one year at a rate of 10% per annum for working capital purposes. This
July 15, 2000 note payable was amended to July 1, 2000. The note plus accrued
interest of $1,000.00 is due in full on June 30, 2001. The note is not
secured by any of the Company's assets.
Also see "Item 4 - Submission of Matters to a Vote of Security Holders"
above.
16
<PAGE>
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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(a) Exhibits. Exhibits required to be attached by Item 601 of Regulation
S-B are listed in the Index to Exhibits of this Form 10-QSB, which is
incorporated herein by reference.
(b) Reports on Form 8-K. On June 15, 2000, the Company filed on Form 8-K
information regarding the below items:
Item 1 - Changes in Control of Registrant
Item 2 - Acquisition or Disposition of Assets
Item 7 - Financial Statement and Exhibits
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SIGNATURES
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In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed by the undersigned, thereunto duly
authorized, this 18th day of October, 2000.
Replacement Financial, Inc.
/s/ Tracy Hernandez
-------------------------------------
Tracy Hernandez, President
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 dated indicated.
Date: October 18, 2000
/s/ Tracy Hernandez
-------------------------------------
Tracy Hernandez, President, Secretary, Treasurer and Director
17
<PAGE>
INDEX TO EXHIBITS
---------------------
SEC Ref Page
No. No. Description
------- ---- -----------
2 **** Asset Acquisition Agreement dated May 31, 2000 between
the Company and Tracy Hernandez.
3(i)(a) ** Articles of Incorporation of the Company, filed with
the State of Nevada on June 25, 1996.
3(i)(b) ** Certificate of Amendment of Articles of Incorporation,
filed with the State of Nevada on April 26, 1999.
3(i)(c) ** Certificate of Amendment of Articles of Incorporation,
filed with the State of Nevada on August 19, 1999.
3(i)(d) *** Certificate of Amendment of Articles of Incorporation,
filed with the State of Nevada on January 10, 2000.
3(i)(e) ***** Certificate of Amendment of Articles of Incorporation,
filed with the State of Nevada on July 25, 2000, but
effective August 14, 2000.
3(ii) ** Bylaws of the Company.
10(a) *** Promissory Note dated April 1, 1999 executed by the
Company.
10(b) *** Promissory Note dated January 1, 2000 executed by the
Company.
10(c)(i) ***** Promissory Note dated June 15, 2000 executed by the
Company.
10(c)(ii) 19 Amended June 15, 2000 Promissory Note executed by the
Company, containing a date of July 1, 2000.
10(d) ***** Stock Option dated May 31, 2000 between Kari
Cunningham and Tracy Hernandez.
27 * Financial Data Schedule for the fiscal year ended May
31, 2000.
***** The listed exhibits are incorporated herein by this reference to
the Annual Report on Form 10-KSB for the year ended May 31, 2000,
filed by the Company with the Securities and Exchange Commission
on August 28, 2000.
**** The listed exhibits are incorporated herein by this reference to
the Current Report on Form 8-K, filed by the Company with the
Securities and Exchange Commission on June 16, 2000.
*** The listed exhibits are incorporated herein by this reference to
the Quarterly Report on Form 10-QSB for the quarter ended November
30, 1999, filed by the Company with the Securities and Exchange
Commission on January 13, 2000.
** The listed exhibits are incorporated herein by this reference to
the Registration Statement on Form 10-SB, filed by the Company
with the Securities and Exchange Commission on August 6, 1999.
* The Financial Data Schedule is presented only in the electronic
filing with the Securities and Exchange Commission.
18
