PAGE 1 OF 4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A*
Under the Securities Exchange Act of 1934
(Amendment No. 1 ) * Final Amendment
Replacement Financial, Inc.
------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.001
------------------------------------------------------------------------------
(Title of Class of Securities)
76026Y 20 4
------------------------------------------------------------------------------
(CUSIP Number)
Tammy Gehring, 3434 East 7800 South, #237, Salt Lake City, Utah 84093
------------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive
notices and communications)
May 31, 2000
------------------------------------------------------------------------------
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box ( ).
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7
for other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosure provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Potential persons who are respond to the collection of information
contained in this form are not required to respond unless the form displays a
currently valid OMB control number.
<PAGE>
PAGE 2 OF 4
SCHEDULE 13D
CUSIP No. 76026Y 20 4
------------------------------------------------------------------------------
1) NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Scott Robertson
------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) ( )
(B) ( )
------------------------------------------------------------------------------
3) SEC USE ONLY
------------------------------------------------------------------------------
4) SOURCE OF FUNDS
OO
------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e). ( )
------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 11,000 shares
SHARES --------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0- shares
EACH --------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON WITH 11,000 shares
--------------------------------------------------
10) SHARED DISPOSITIVE POWER
-0- shares
------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,000 shares (Directly owned)
------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( )
------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.05%
------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN Individual
------------------------------------------------------------------------------
<PAGE>
PAGE 3 OF 4
Item 1. Security and Issuer
This statement relates to common stock, par value $0.001 ("Common Stock"), of
Replacement Financial, Inc., a Nevada corporation, with principal executive
offices at 6314 King Valley Drive, West Valley City, Utah 84128 (the "Issuer"
or "Company").
Item 2. Identity and Background
(a) This statement is filed by Scott Robertson, an individual.
(b) The residence of Scott Robertson is located at 1705 East Kimsbrough
Road, Sandy, Utah 84092.
(c) The principal occupation of Scott Robertson is a chemist.
(d) During the last five years, Scott Robertson has not been convicted in a
criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e) During the last five years, Scott Robertson was not party to a civil
proceeding that resulted in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
(f) Scott Robertson is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
On June 28, 1996, Mr. Robertson received 2,000 shares of restricted common
stock (the "Shares") of the Issuer for services rendered in connection with
his assistance in the formation of the Company.
During January 1999 and February 1999, Mr. Robertson sold some of the Shares
to friends and family members, leaving himself with 1,811 shares.
On April 26, 1999, the Issuer effected a 100-for-one forward stock split on
its issued and outstanding common stock. All fractional shares were to be
rounded up to the nearest whole share. The 2,000 Shares originally issued to
Mr. Robertson became 200,000 Shares after the 100-for-one forward split. The
1,811 shares Mr. Robertson held at the time of the forward split became
181,100 shares after the forward split.
On January 10, 2000, the Issuer effected another forward stock split on its
issued and outstanding common stock with a ratio of 10-for-one. All
fractional shares were rounded up to the nearest whole share. The 181,100
shares held by Mr. Robertson became 1,811,000 shares.
On May 31, 2000, Mr. Robertson sold 1,800,000 shares of common stock
of the Issuer to Tracy Hernandez for $500.00, pursuant to a stock purchase
agreement.
<PAGE>
PAGE 4 OF 4
Item 4. Purpose of Transaction
Mr. Robertson disposed of the 1,800,000 common stock shares of the Issuer for
consideration of $500.00, leaving himself with 11,000 shares of the Issuer.
At this time, he has no intention of acquiring or disposing additional shares
of the Issuer reported herein, although he reserves the right to make such
additional purchases or sales from time to time. Any decision to make such
additional purchases will depend, however, on various factors, including,
without limitation, the price of the common stock, stock market conditions and
the business prospects of the Company reported herein. Mr. Robertson has no
present intention or arrangements or understandings to effect any of the
transactions listed in Item 4(a)-(j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number and percentage of class of securities identified
pursuant to Item 1 beneficially owned by each person named in Item 2 may
be found in rows 11 and 13 of the cover pages.
(b) The powers each person identified in the preceding paragraph has
relative to the shares discussed herein may be found in rows 7 through
10 of the cover page.
(c) There were no transactions in the class of securities reported on that
were effected during the last sixty days aside from those discussed
herein.
(d) No person aside from the reporting persons listed herein has the right
to receive or power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Scott Robertson does not have any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the Issuer, finder's fees, joint ventures, loan or option
agreements, puts and calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits.
None.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
Scott Robertson
/s/ Scott Robertson
-----------------------------
Scott Robertson, an individual
Dated: May 20, 2000
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U. S.C. 1061).
