U. S. Securities and Exchange Commission
                            Washington, D.C. 20549

                                Form 10-KSB
(Mark One)
     [X] Annual report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the Calender year ended May 31, 2000.

     [ ] Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _________ to _________.

Commission File Number: 0000-26965

                          Replacement Financial, 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
           ---------------------------------------------------------
         (Address of Previous Principal Executive Offices and Zip Code)

Securities to be registered under Section 12(b) of the Act:

Title of each class to be so registered: Not Applicable

Name of each exchange on which each class is to be registered: Not Applicable

Securities to be registered under Section 12(g) of the Act:

                      Common Stock, Par Value $0.001
                             (Title of class)

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities 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.   [X] Yes    [ ] No

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not 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. [ ]

     The issuer's total revenues for the year ended May 31, 2000 were $0.00.

     The aggregate market value of the voting stock held by non-affiliates
computed by reference to the average bid and asked prices of such stock, as of
August 14, 2000, was $0.00.

     The number of shares outstanding of the Company's common stock ($0.001
par value), as of August 14, 2000, was 23,000,000 shares.

                                                  Total Number of Pages: 32
                                   Index to Exhibits is Located on Page: 26
<PAGE>
                                TABLE OF CONTENTS


                                      PART I

Item Number and Caption                                                  Page

Item 1.  Description of Business. . . . . . . . . . . . . . . . . . . . .  3

Item 2.  Description of Property. . . . . . . . . . . . . . . . . . . . .  8

Item 3.  Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . .  9

Item 4.  Submission of Matters to a Vote of Security Holders. . . . . . .  9


                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters . . . .  9

Item 6.  Management's Discussion and Analysis or Plan of Operations . . .  9

Item 7.  Financial Statements . . . . . . . . . . . . . . . . . . . . . . 11

Item 8.  Changes In and Disagreements With Accountants on Accounting
         and Financial Disclosure . . . . . . . . . . . . . . . . . . . . 21


                                     PART III


Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act. . . . . . . . 21

Item 10.  Executive Compensation. . . . . . . . . . . . . . . . . . . . . 22

Item 11.  Security Ownership of Certain Beneficial Owners and Management. 23

Item 12.  Certain Relationships and Related Transactions. . . . . . . . . 24

Item 13.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . 24


         SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . 25

         Index to Exhibits. .  . . . . . . . . . . . . . . . . . . . . . 26





                                                                             2
<PAGE>
                                      PART I

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Item 1.   Description of Business.
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     Various forward-looking statements have been made in this Form 10-KSB.
Forward-looking statements may also be in the Company's other reports filed
under the Securities Exchange Act of 1934, in its press releases and in other
documents.  In addition, from time to time, the Company, through its
management, may make oral forward-looking statements.

     Forward-looking statements are only expectations, and involve known and
unknown risks and uncertainties, which may cause actual results in future
periods and other future events to differ materially from what is currently
anticipated.  Certain statements in this Form 10-KSB, including those relating
to the Company's expected results, the accuracy of data relating to, and
anticipated levels of, its future inventory and gross margins, its anticipated
cash requirements and sources, are forward-looking statements.  Such
statements involve risks and uncertainties, which may cause results to differ
materially from those set forth in these statements.  Factors which may cause
actual results in future periods to differ from its current expectations
include, among other things, the continued availability of sufficient working
capital, the availability of adequate sources of capital, the successful
integration of new employees into existing operations, the continued
desirability and customer acceptance of existing and future product lines,
possible cancellations of wholesale orders, the success of competitive
products, the success of the Company's programs to strengthen its inventory
cost accounting controls and procedures.  In addition to these factors, the
economic and other factors identified in this Form 10-KSB, including but not
limited to the risk factors discussed herein and in the Company's previously
filed public documents could affect the forward-looking statements contained
in herein and therein.

     Forward-looking statements generally refer to future plans and
performance, and are identified by the words "believe," "expect,"
"anticipate," "optimistic," "intend," "aim," "will" or the negative thereof
and similar expressions.  Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date of which
they are made.  The Company undertakes no obligation to update publicly or
revise any forward-looking statements.

Background

     TK Originals, Inc. ("TKO" or the "Company") is a designer, manufacturer,
and retailer of specialty children's clothing and accessories.  Items include
both formal and informal shirts, pants, blouses and jackets for infants and
children up to approximately size eight. Accessories include, among other
things crib sheets, quilts, diapers stacks, bumper pads, bibs and plush toys
for infants.

     The Company was originally incorporated under the laws of the State of
Nevada on June 25, 1996 as Replacement Financial, Inc.  On May 31, 2000, the
Company closed an Asset Acquisition Agreement ("Acquisition") with Tracy
Hernandez ("Hernandez"), a Utah resident who as a result of the Acquisition is
now the Company's president and sole director.  In connection with the
Acquisition, the Company issued 1,000,000 shares of its $0.001 par value
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 shifted to its current plan of designing,
manufacturing and retailing specialty children's clothing.  For more
information about the "Acquisition" see below.

                                                                             3
<PAGE>
General

     To date, TK Originals has sold a nominal quantity of clothing through a
local fabric store as display garments modeling the fabric store's material.
While the Company seeks to obtain display contracts with other local, regional
and national fabric stores, the Company expects to derive a majority of its
revenue from product sales to specialty children's clothing stores, nurseries,
daycare centers, performance companies and private individuals.

     The Company expects to sell items that are (i) purchased by a potential
customer and are to be designed and manufactured by the Company ("custom
items"); (ii) purchased by a potential customer who provides the design but
are to be manufactured by the Company ("ready-made items"); or (iii) designed
and manufactured by the Company and sold on speculation ("branded items").  In
the two former methods, the Company may, for instance, be requested to produce
a specific costume dress for children performing in a play.  In the later
method, the Company may design a specialty dress which it will market as a
particular product line to potential customers.

     Initially, the Company expects that the majority of sales will be for
custom items and ready-made items.  As the Company obtains capital to hire
additional designers, it may seek to dedicate a larger proportion of its
resources to the development of branded items which could ultimately result
in greater profit margins.

     The Company seeks to initially market its products on a local basis
through word-of-mouth and direct sales.  As the Company potentially obtains
additional funds through increased revenue, bank financing or through an
offering of its securities, it will market its products on a regional and
national basis through direct-mail advertising and through an Internet Web
site which it expects to have operational within the next six months.

     The Company will compete with thousands of other local, regional and
national designers, manufacturers and retailers of children's clothing, most,
if not all of whom have substantially greater experience, financial and other
resources than the Company.  Additionally, the cost of entry into the
Company's line of business is minimal.  There are no substantial barriers to
entry of any kind and there is no assurance that the Company will be able to
respond to competitive pressures.  Many of the Company's competitors have
manufacturing arrangements with manufacturers in foreign countries where labor
costs are substantially lower than in the United States thereby making it
difficult for the Company to compete on price.  Therefore, the Company seeks
to compete by designing and manufacturing specialty niche items where
competition is limited, by providing superior design talent and by providing
exceptional customer service.

     The Company expects some seasonal variations for the sales of its
clothing and accessories for children ages five and older.  A greater amount
of sales for these items are expected during the holiday season (Christmas),
towards the end of summer (back-to-school) and the end of spring (summer
shopping).  Sales of infant clothing and accessories are expected to be less
affected by seasonal variations.  The Company will also be subject to, to a
limited extent, fluctuations in the economy and its effect on consumer
spending.

                                                                             4
<PAGE>
     The Company expects to utilize several methods of pricing for items to be
sold.  For custom items the Company expects to charge a price based on cost of
materials and markup, and a reasonable charge for design and manufacturing
time.  Prices of most custom items are expected to be negotiated prior to the
beginning of the manufacturing process.  Payment is expected to initially be
in the form of cash, 50% of which shall be paid prior to the beginning of the
manufacturing process, and 50% of which shall be paid within 30 days from
delivery.  The Company anticipates having the ability to offer credit card
based transactions within the next six months.  For custom items, the Company
expects to generally not accept returns, except for defective items for which
the Company will either fix the error, reproduce a similar item or refund the
customer's money in full.

     For ready-made items to be purchased in larger quantities, the Company
initially expects to charge a price at least 10 percent lower than its
competitors.  The Company believes that it can compete this way during its
earlier stages of development because of its low overhead.  However, as the
Company grows and overhead increases, the Company may have to re-structure its
pricing methods for these types of items.  Payment for these types of items is
also expected to initially be in the form of cash payable within 30 days of
delivery.  For these items, The Company will accept returns up to 30 days for
a full cash refund.

     For branded items, the Company expects to charge a price based on cost of
materials and markup, and a reasonable charge for design and manufacturing
time plus an additional markup the Company believes will be reasonable given
potential supply and demand.  Payment for these types of items is also
expected to initially be in the form of cash payable within 30 days of
delivery.  For these items, The Company expects to accept returns up to 30
days for a full cash refund, but may offer more flexible terms to purchasers
of larger quantities.

     Because of the Company's limited cash position, it anticipates that the
majority of its initial sales will be from custom and ready-made items.

     Initially the Company expects to hand deliver items to local customers
and will utilize either UPS or Federal Express for delivery to regional and
national customers.  Shipments are expected to be insured for the cost of the
items and the Company expects to charge a reasonable shipping and handling
charge which it expects to be billed to and paid by the customer.

     The materials and supplies currently used by Company and those that are
anticipated to be used are generally readily available through numerous local
and regional fabric stores.  Most material and supplies are expected to be
purchased in small quantities on a cash and carry basis until such time as the
Company is able to finance orders of larger quantities directly from fabric
manufacturers.  As such, the Company does not currently have any supplier
contracts.  Most materials and supplies will either be picked up by employees
of the Company from local fabric stores or delivered to the Company by
regional or national fabric stores.

     The Company is currently operating at no charge from the home of its
newly appointed president and director who is devoting part-time to the
operations of the Company's business.  This individual is currently the
Company's only employee.  As a result, the Company is totally dependent upon
her skills, talents, and abilities to implement its business plan, and may,
from time to time, find that the inability of this person to devote full time
and attention to the business of the Company may result in a delay in progress
toward implementing its business plan.  Moreover, the Company has no "key
person" life insurance coverage on the life of its only officer and director,
and has no present intention to purchase such coverage, due to its prohibitive
cost.

                                                                             5
<PAGE>
     The Company may attempt to employ additional personnel.  There is no
assurance  that the services of such persons will be available or that they
can be obtained upon terms favorable to the Company.  Certain of the officers
and directors of the Company may be directors and/or principal shareholders of
other companies and, therefore, could face conflicts of interest.  In
addition, officers and directors of the Company may in the future participate
in business ventures which could be deemed to compete directly with the
Company.  Additional conflicts of interest and non-arms length transactions
may also arise in the future in the event the Company's officers or directors
are involved in the management of any firm with which the Company transacts
business.

     Because the Company is operating with limited capital and resources, its
long term success may therefore depend upon its ability to raise additional
capital.  However, the Company has not investigated the availability, source,
or terms for additional capital and will not do so until it determines such a
need. Additionally, there is no assurance that funds will be available from
any source or, if available, obtainable on terms acceptable to the Company.
If not available, the Company's operations will be limited to those that can
be financed with its limited capital.

     Another effect of the Company's limited capital is that its analysis and
investigation of potential opportunities will also be limited which could
increase the Company's risk.  Management decisions will likely be made without
detailed feasibility studies, independent analysis and market surveys.

     Currently the Company's inventory and accounting systems are maintained
manually by the Company's president.  The Company may utilize the services of
outside accounting and bookkeeping firms as it grows.

     The Company is also subject to a number of risks which are inherent in
development stage companies of its size.  Additionally, the Company is also
subject to general industry risks.  Besides those that have already been
discussed herein, the Company is subject to the following risks:

     EARLY DEVELOPMENT STAGE COMPANY; NO EARNINGS HISTORY.  The Company just
recently changed to its current business on May 31, 2000 and is considered in
its promotional and embryonic development stages.  The Company has never had
revenues and there are no material financial results upon which investors
might base an assessment of its potential.  As a result of the increase in
operating expenses caused by a new business plan, operating results may be
adversely affected if sales do not increase sufficiently, whether due to
increased competition or otherwise.  There can be no assurance that the
Company will be able to grow in the future.

     GENERAL RISKS TO WHICH MOST NEW BUSINESSES ARE SUBJECTED.  The Company
is subject to all of the risks typically associated with start-up companies:
lack of capital, lack of name recognition, high startup costs, difficulties in
generating clients and establishing revenue streams.  Investments in start-up
companies are highly speculative with a high probability of failure.  In the
event the Company fails to achieve its objectives, an investment in the
Company's securities could result in a complete loss of investment.

     CONTROL BY INSIDERS / PRINCIPAL SHAREHOLDERS.  A single shareholder of
the Company beneficially owns a majority of the outstanding shares and will,
consequently, be able to elect the Company's Board of Directors, thereby
directing its affairs.  The holders of a majority of the Company's issued and
outstanding shares may, pursuant to Nevada corporate statutes, authorize or
take corporate action without the notice, approval, consent or vote of the
minority stockholders.

                                                                             6
<PAGE>
     CHANGING CLOTHING TRENDS.  Consumer fashion trends change frequently.  As
a result, the Company will be forced to continually upgrade its designs and
always remain in touch with such fashion trends.  This will require the
continual allocation of the Company's resources on product research and
design.  Such allocation in times of slow sales could have material adverse
effect on the Company's finances and operations.

     OBSOLESCENT INVENTORY.  Another risk associated with changing consumer
fashion trends is the potential for the Company to possess inventory that may
become outdated.  Such a scenario would likely cause the Company to have an
inordinate amount of resources tied up in inventory that it is unable to sell
or that is slow-moving.  As a result, the Company may be forced to sell the
inventory at a substantial discount or mark down the value of its inventory
and thus increase the risk of financial loss.  At May 31, 2000, the Company
had no inventory.

     EQUIPMENT FAILURE AND BREAKDOWNS.  Because the Company will be initially
manufacturing most of its own products, the Company will be relying on the
quality and durability of its equipment used in the manufacturing process.
Any disruption in the manufacturing process as a result of equipment failure
or breakdowns could affect the Company's ability to deliver product in a
quality and timely manner.  As a result, such equipment failure or breakdown
could have a material adverse effect on the Company's financial results and
operations.

     LACK OF PUBLIC TRADING MARKET.  While the Company anticipates eventually
applying for a listing to have its stock trade on the NASD OTC Bulletin Board,
there is presently no public trading market for the shares and no assurance
can be given that any public and/or active trading market will develop or be
sustained in the future.  In the event a market does develop, the market price
for the Company's stock may be volatile and subject to fluctuations resulting
from news announcements concerning the Company, quarterly operating results,
analyst recommendations, general securities market conditions, and other
factors.  The stock market in general, and the market for shares of small
capitalization stocks in particular, have experienced significant price and
volume fluctuations that often have been unrelated to the operating
performance of particular companies.  These market fluctuations may adversely
affect the market price of the Company's Common Stock and may not be
indicative of future market prices of the Stock.

     PENNY STOCK REGULATIONS.  Investors should note the existence of Rule
15(c)2-6 (the "Rule") promulgated under the Exchange Act, setting forth sales
practice requirements for certain securities.  The Rule imposes certain
additional requirements on sales practices utilized by broker-dealers which
may sell the Company's securities to persons other than established customers
and "accredited investors."  For transactions covered by the Rule, the special
"suitability determinations" for the proposed purchaser must be made by the
broker, and a written agreement to the transaction must be furnished by the
purchaser to the broker prior to the sale.  In the event that a trading market
should develop for the Company's securities, the Rule may have the effect of
hampering the ability of investors to resell their shares in such market.  In
addition, the Commission has adopted rules that regulate broker-dealer
practices in connection with transactions in "penny stocks."  Penny stocks
generally are equity securities with a price of less than $5.00 (other than
securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with
respect to transactions in that security is provided by the exchange or
system).  The 'penny stock rules' require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prepared by the Commission that provides
information about penny stocks and the nature and level of risks in the penny
stock market.  The broker-dealer also must provide the customer with current
bid and offer quotations for the penny stock, the compensation of the

                                                                             7
<PAGE>
broker-dealer and its salesperson in the transaction, and monthly account
statements showing the market value of each penny stock held in the customer's
account.  The bid and offer quotations, and the broker-dealer and salesperson
compensation information, must be given to the customer orally or in writing
prior to effecting the transaction and must be given to the customer in
writing before or with the customer's confirmation.  The foregoing disclosure
requirements may have the effect of reducing the level of trading activity in
the secondary market for a stock that becomes subject to the penny stock
rules.  If a trading market should develop in the Company's securities and
should the Shares become subject to the penny stock rules, investors in the
offering may find it difficult to sell their shares.

Acquisition

     On May 31, 2000, the Company closed an Asset Acquisition Agreement
("Acquisition") with Tracy Hernandez ("Hernandez") issuing 1,000,000 shares of
its $0.001 par value 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 shifted to its current plan of
designing, manufacturing and retailing specialty children's clothing.

     In conjunction with the Acquisition, Hernandez also purchased 1,800,000
shares of the Company's common stock from a shareholder of the Company, for
$500.  Additionally, Hernandez has 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 the Company reaching revenues of $100,000.

     On June 10, 2000, by vote without a meeting of majority shareholders of
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.

     Also in connection with the transaction, the Company obtained consent
from its majority shareholder on June 30, 2000 to change the Company's name to
TK Originals, Inc.  On July 25, 2000, the Company mailed an Information
Statement, filed on Schedule 14C with the Securities and Exchange Commission,
to all shareholders of record as of June 30, 2000.  The name change was
effective August 14, 2000, approximately twenty (20) calendar days after the
Information Statement was mailed to its shareholders.


-----------------------------------------------------------------------------
Item 2.   Description of Property.
-----------------------------------------------------------------------------

     The Company has no real estate property.  The Company currently maintains
operations from the home of its president, Tracy Hernandez, located at 6314
King Valley Drive, West Valley City, Utah 84128 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 inadequate 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.

                                                                             8
<PAGE>
-----------------------------------------------------------------------------
Item 3.   Legal Proceedings.
-----------------------------------------------------------------------------

     The Company is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated.


-----------------------------------------------------------------------------
Item 4.   Submission of Matters to Vote of Security Holders.
-----------------------------------------------------------------------------

     No matters were submitted to vote of the Company's security holders
during the Company's most recent fiscal year ending May 31, 2000.

     On June 16, 2000, the Company filed information on Form 8-K with the
Securities and Exchange Commission ("SEC") in regards to Item 1 - Changes in
Control of Registrant and Item 2 - Acquisition or Disposition of Assets.  This
information and Current Report on Form 8-K is incorporated herein by this
reference.

     On July 25, 2000, the Company filed a Definitive Information Statement
on Schedule 14C with the SEC with regards to a change of the Company's name
and a change of the Company's directors.  A Certificate of Amendment of
Articles of Incorporation of the Company was filed with the Nevada Secretary
of State on July 25, 2000 and became effective August 14, 2000.


                                     PART II

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Item 5.   Market for Common Equity and Related Stockholder Matters.
-----------------------------------------------------------------------------

     No public trading market currently exists for the Company's securities.
There were thirty-four (34) holders of record of the Company's common stock on
May 31, 2000.

     No dividends have been paid to date and the Company's Board of Directors
does not anticipate paying dividends in the foreseeable future.


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Item 6.   Management's Discussion and Analysis of Operations or Plan of
          Operations.
-----------------------------------------------------------------------------

Liquidity and Capital Resources for the Year Ended May 31, 2000 (Audited)

     The Company remains in the development stage and, since inception, has
had no revenues.  At May 31, 2000, the Company had a working capital deficit
of $12,547.  The Company had cash in the amount of $3,453.  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 May 31, 2000, two
notes payable were signed in the amounts of $5,000 and $10,000 and are due
March 31, 2001 and January 1, 2001 respectively.  Subsequently, on June 15,
2000, the third note payable was signed in the amount of $10,000 and is due
June 15, 2001.  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.

                                                                             9
<PAGE>
     During the period from June 25, 1996 (inception) through May 31, 2000,
the Company has 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 received by the Company during this period.  The Company has incurred
operating expenses since inception through the period ended May 31, 2000 of
$13,747.  Interest expense amounted to $1,000 from inception through the
period ended May 31, 2000.  The net loss on operations was $14,747 from June
25, 1996 through May 31, 2000.  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.

Results of Operations

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.

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 more information, see "Item
1 - Description of Business".

     Management believes that the Company has sufficient cash to meet the
anticipated needs of the Company's operations through the next two fiscal
quarters.  However, there can be no assurances to that effect, 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.

     The Company has no real estate property.  The Company currently 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 inadequate 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.

                                                                            10
<PAGE>
     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.

     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.


-----------------------------------------------------------------------------
Item 7.   Financial Statements.
-----------------------------------------------------------------------------

     Filed herewith are the Company's audited financial statements for the
periods from inception on June 25, 1996 through May 31, 2000, and for the
fiscal years ended May 31, 2000 and 1999.






                  [THIS AREA WAS INTENTIONALLY LEFT BLANK]






                                                                            11
<PAGE>






                         REPLACEMENT FINANCIAL, INC.
                        (A Development Stage Company)

                            FINANCIAL STATEMENTS

                                May 31, 2000






















                                                                            12
<PAGE>





                                  CONTENTS




Independent Auditors' Report. . . . . . . . . . . . . . . . . . . . . 3


Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4


Statements of Operations. . . . . . . . . . . . . . . . . . . . . . . 5


Statement of Stockholders' Equity (Deficit) . . . . . . . . . . . . . 6


Statements of Cash Flows. . . . . . . . . . . . . . . . . . . . . . . 7


Notes to the Financial Statements . . . . . . . . . . . . . . . . . . 8










                                                                            13
<PAGE>







                          INDEPENDENT AUDITORS' REPORT
                         ------------------------------



To the Stockholders' of
Replacement Financial, Inc.
(A Development Stage Company)
Salt Lake City, Utah

We have audited the accompanying balance sheet of Replacement Financial, Inc.
(a development stage company) as of May 31, 2000 and the related statements of
operations, stockholders' equity (deficit) and cash flows for the years ended
May 31, 2000 and 1999 and from inception on June 25, 1996 through May 31,
2000.  These financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statement referred to above present fairly, in
all material respects, the financial position of Replacement Financial, Inc.
(a development stage company) as of May 31, 2000 and the results of its
operations and its cash flows for the years ended May 31, 2000 and 1999 and
from inception on June 25, 1996 through May 31, 2000 in conformity with
generally accepted accounting principles.

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
August 9, 2000

                                                                            14
<PAGE>
                          REPLACEMENT FINANCIAL, INC.
                         (A Development Stage Company)

                                BALANCE SHEET


                                    ASSETS
                                   --------

                                                           May 31, 2000
                                                         ----------------
CURRENT ASSETS

  Cash                                                   $        3,453
                                                         ----------------
    Total Current Assets                                          3,453
                                                         ----------------
FIXED ASSETS (Note 6)                                             2,250
                                                         ----------------
    TOTAL ASSETS                                         $        5,703
                                                         ================

                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ------------------------------------------------


CURRENT LIABILITIES

  Accrued expenses                                       $        1,000
  Note Payable - related party (Note 5)                          15,000
                                                         ----------------
    Total Current Liabilities                                    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
  Addition paid in capital                                      (18,550)
  Deficit accumulated during the development stage              (14,747)
                                                         ----------------

    Total Stockholders' Equity (Deficit)                        (10,297)
                                                         ----------------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $        5,703
                                                         ================



The accompanying notes are an integral part of these financial statements.

                                     4

                                                                            15
<PAGE>
                          REPLACEMENT FINANCIAL, INC.
                         (A Development Stage Company)


                           STATEMENTS OF OPERATIONS



                                            For the                   From
                                           Year Ended             Inception on
                                            May 31,                 June 25,
                                  ----------------------------    1996 Through
                                      2000            1999        May 31, 2000
                                  ------------    ------------    ------------

NET SALES                         $        -      $        -      $        -

COST OF SALES                              -               -               -
                                  ------------    ------------    ------------
GROSS MARGIN                               -               -               -
                                  ------------    ------------    ------------
EXPENSES

 General and administrative            11,292             255          13,747
                                  ------------    ------------    ------------
 Total Expenses                        11,292             255          13,747
                                  ------------    ------------    ------------
LOSS FROM OPERATIONS                  (11,292)           (255)        (13,747)
                                  ------------    ------------    ------------

OTHER (EXPENSE)

 Interest expense                      (1,000)             -           (1,000)
                                  ------------    ------------    ------------
  Total Other (Expense)                (1,000)             -           (1,000)
                                  ------------    ------------    ------------

NET LOSS                          $   (12,292)    $      (255)    $   (14,747)
                                  ============    ============    ============

BASIC LOSS PER SHARE              $     (0.00)    $     (0.00)
                                  ============    ============

WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING             22,000,000      22,000,000
                                  ============    ============








The accompanying notes are an integral part of these financial statements.

                                     5

                                                                            16
<PAGE>
                          REPLACEMENT FINANCIAL, INC.
                         (A Development Stage Company)

                  STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

              FROM INCEPTION ON JUNE 25, 1996 THROUGH MAY 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)

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)
                              ============ ============ ============ ============  ===========  ===========


</TABLE>







The accompanying notes are an integral part of this financial statement.

                                     6

                                                                            17
<PAGE>
                          REPLACEMENT FINANCIAL, INC.
                         (A Development Stage Company)

                            STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                 For the                   From
                                                                 Year Ended             Inception on
                                                                  May 31,                 June 25,
                                                        ----------------------------    1996 Through
                                                            2000            1999        May 31, 2000
                                                        ------------    ------------    ------------
<S>                                                     <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                              $   (12,292)    $      (255)    $   (14,747)
  Adjustments to reconcile net loss to net cash
   used by operating activities:
    Common Stock issued for services                             -               -            2,200
  Change in operating assets and liabilities:
    Increase (decrease) in accounts payable
     and accrued expenses                                     1,000              -            1,000
                                                        ------------    ------------    ------------
      Net Cash Used by Operating Activities                 (11,292)           (255)        (11,547)
                                                        ------------    ------------    ------------
CASH FLOWS FORM INVESTING ACTIVITIES                             -               -               -
                                                        ------------    ------------    ------------
CASH FLOWS FORM FINANCING ACTIVITIES

  Proceeds from note payable                                 10,000           5,000          15,000
                                                        ------------    ------------    ------------
      Net Cash Provided by Financing Activities              10,000           5,000          15,000
                                                        ------------    ------------    ------------
NET INCREASE (DECREASE) IN CASH                              (1,292)          4,745           3,453

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                                          4,745              -               -
                                                        ------------    ------------    ------------
CASH AND CASH EQUIVALENTS AT
 END OF PERIOD                                          $     3,453     $     4,745     $     3,453
                                                        ============    ============    ============
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     $        -      $     2,250



</TABLE>






The accompanying notes are an integral part of these financial statements.

                                     7

                                                                             18
<PAGE>
                          REPLACEMENT FINANCIAL, INC.
                         (A Development Stage Company)

                       NOTES TO THE FINANCIAL STATEMENTS
                             MAY 31, 2000 AND 1999


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.

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 May 31, 2000, the Company has net operating loss carryforwards of
     approximately $15,000 that may be offset against future taxable income
     through 2019.  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.

     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.
                                                            May 31,
                                                 -----------------------------
                                                     2000            1999
                                                 -------------   -------------

      Numerator - loss                           $    (12,292)   $       (255)
      Denominator - weighted average number of
       shares outstanding                          22,000,000      22,000,000
                                                 -------------   -------------
      Loss per share                             $      (0.00)   $      (0.00)
                                                 =============   =============

                                     8

                                                                            19
                           REPLACEMENT FINANCIAL, INC.
                         (A Development Stage Company)

                       NOTES TO THE FINANCIAL STATEMENTS
                             MAY 31, 2000 AND 1999

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.

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 May 31, 2000, the Company owed a related party $5,000 and $10,000.
     The notes are due in full on March 31, 2001 and January 1, 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.
     No depreciation was taken due to acquisition of assets near year end.

NOTE 7 - SUBSEQUENT EVENT

     On June 10, 2000, officers of the Company resigned from their positions
     and new officers were appointed.

                                     9

                                                                            20
<PAGE>
-----------------------------------------------------------------------------
Item 8.   Changes In and Disagreements with Accountants on Accounting and
          Financial Disclosure.
-----------------------------------------------------------------------------

     Not Applicable.


                                 PART III

-----------------------------------------------------------------------------
Item 9.   Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act.
-----------------------------------------------------------------------------

     The directors and executive officers currently serving on the Company are
as follows:

NAME                 AGE          POSITION HELD             SINCE
------               -----        ---------------           -------

Tracy Hernandez       37          President, Secretary,     June 10, 2000
                                  Treasurer and Director


Biographical Information

     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 directors 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
at the pleasure of the board of directors, absent any employment agreement, of
which none currently exists or is 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.

     None of the Company's officers and/or directors receives any compensation
for their respective services rendered to the Company, nor have they received
such compensation in the past with the exception of reimbursement for nominal
expenses not exceeding $2000.  They all have agreed to act without
compensation until authorized by the Board of Directors, which is not expected
to occur until the Company has generated revenues from operations.  As of the
date of filing this report, the Company has no funds available to pay officers
or directors.  Further, none of the officers or directors is accruing any
compensation pursuant to any agreement with the Company.  No retirement,
pension, profit sharing, stock option or insurance programs or other similar
programs have been adopted by the Company for the benefit of its employees.

                                                                            21
<PAGE>
     The Company has adopted a policy that its affiliates and management shall
not be issued further common shares of the Company, except in the event
discussed in the preceding paragraphs.

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.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

     Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's officers, directors and persons who
beneficially own more than ten percent of a registered class of the Company's
equity securities ("ten-percent stockholders") to file reports of ownership
and changes in ownership with the Securities and Exchange Commission and the
National Association of Securities Dealers, Inc.  Officers, directors and
ten-percent stockholders also are required to furnish the Company with copies
of all Section 16(a) forms they file.  To the Company's knowledge, based
solely on its review of the copies of such forms furnished to it, the Company
believes that all Section 16(a) reporting requirements were complied with by
the Company's officers and directors and ten-percent stockholders during the
fiscal year ended May 31, 2000.


-----------------------------------------------------------------------------
Item 10.  Executive Compensation.
-----------------------------------------------------------------------------

     No officer or director has received any other remuneration in the two
year period prior to the filing of this report.  Although there is no current
plan in existence, it is possible that the Company will adopt a plan to pay or
accrue compensation to its officers and directors for services.  See "Certain
Relationships and Related Transactions."  The Company has no stock option,
retirement, pension, or profit-sharing programs for the benefit of directors,
officers or other employees, but the Board of Directors may recommend adoption
of one or more such programs in the future.






                  [THIS AREA WAS INTENTIONALLY LEFT BLANK]







                                                                            22
<PAGE>
-----------------------------------------------------------------------------
Item 11.  Security Ownership of Certain Beneficial Owners and Management.
-----------------------------------------------------------------------------

     The following table sets forth, as of the date of this Annual Report, the
number of shares of Common Stock owned of record and beneficially by executive
officers, directors and persons who hold 5.0% or more of the outstanding
Common Stock of the Company.  Also included are the shares held by all
executive officers and directors as a group.


                              AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER      BENEFICIAL OWNER (1)(2)  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%


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

(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.

(2)  On May 31, 2000, the Company's current president and director, Tracy
     Hernandez, entered into 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 the Company reaching revenues of $100,000.

                                                                            23
<PAGE>
-----------------------------------------------------------------------------
Item 12.  Certain Relationships and Related Transactions.
-----------------------------------------------------------------------------

     On June 28, 1996, the Company issued to Kari Cunningham, the Company's
former president and founding director, a total of 20,000 shares of Common
Stock for services rendered in connection with the Company's formation with a
value of $20.  Also on June 28, 1996, the Company issued to Scott Robertson a
total of 2,000 shares of Common Stock for services rendered in connection with
the Company's formation with a value of $2.

     Notes Payable:  On April 1, 1999, a third party loaned the Company
$5,000.00 for a term of one year at a rate of 10% per annum for various
administrative expenses.  The note plus accrued interest of $500.00 was due in
full on March 31, 2000.  On April 1, 2000, this note was extended for another
year with principal plus accrued interest of $1,000 due on March 31, 2001.
The note is not secured by any of the Company's assets.

     On January 1, 2000, a third party loaned the Company $10,000.00 for a
term of one year at a rate of 10% per annum for various administrative
expenses.  The note plus accrued interest of $1,000.00 is due in full on
January 1, 2001.  The note is not secured by any of the Company's assets.

     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.  The note
plus accrued interest of $1,000.00 is due in full on June 15, 2001.  The note
is not secured by any of the Company's assets.

     On May 31, 2000, the Company's current president and director, Tracy
Hernandez, entered into 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 the Company reaching revenues of $100,000.


-----------------------------------------------------------------------------
Item 13.  Exhibits and Reports on Form 8-K.
-----------------------------------------------------------------------------

(a)  Exhibits.  Exhibits required to be attached by Item 601 of Regulation
     S-B are listed in the Index to Exhibits beginning on page 27 of this
     Form 10-KSB.  The Index to Exhibits is incorporated herein by reference.
     Included only with the electronic filing of this report is the Financial
     Data Schedule for the fiscal year ended May 31, 2000.

(b)  Reports on Form 8-K.  The Company filed a Current Report on Form 8-K
     with the Securities and Exchange Commission (SEC) on June 15, 2000
     regarding the below mentioned items and was accepted.  The filing date
     of the Current Report with the SEC is June 16, 2000:

          Item 1 - Changes in Control of Registrant
          Item 2 - Acquisition or Disposition of Assets
          Item 7 - Financial Statements

     Any required Financial Statements with regards to Item 7 will be filed
     with an amendment to the Current Report within sixty (60) days.

                                                                            24
<PAGE>

-----------------------------------------------------------------------------
SIGNATURES
-----------------------------------------------------------------------------

     In accordance with Section 13 or 15(d) of the Exchange Act, this report
has been signed below by the following persons on behalf by the undersigned
thereunto duly authorized.


Dated: August 28, 2000             TK Originals, Inc.

                                      /s/  Tracy Hernandez
                                   -------------------------------------
                                   By: Tracy Hernandez, President, Secretary
                                                        and Treasurer


     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.

Dated: August 28, 2000                 /s/  Tracy Hernandez
                                    -------------------------------------
                                    By: Tracy Hernandez, Director




                                                                            25
<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)   27        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)     28        Promissory Note dated June 15, 2000 executed by the
                    Company.

10(d)     29        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 Registration Statement on Form 10-SB, filed by the Company
          with the Securities and Exchange Commission on August 6, 1999.

**        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 Current Report on Form 8-K, filed by the Company with the
          Securities and Exchange Commission on June 16, 2000.

****      The Financial Data Schedule is presented only in the electronic
          filing with the Securities and Exchange Commission.

                                                                            26