<PAGE>
As filed with the Securities and Exchange Commission on June 17, 1998
Registration No
- - -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________________
COLECCIONES DE RAQUEL, INC.
(Exact name of registrant as specified in its charter)
_________________________
NEVADA 93-1123005
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
_________________________
9873 S. Santa Monica Boulevard, Beverly Hills, CA 90212
(310) 203-9240
(Address of Registrant's principal offices, including Zip code and Phone Number)
_________________________
Compensation Agreements Between Registrant and
John Vanover, and A. R. Hardy & Associates
(Full title of the Plan)
Raquel Zepeda
9873 S. Santa Monica Boulevard, Beverly Hills, CA 90212
(310) 203-9240
(Name, address and telephone number of agent for service)
_________________________
COPIES TO:
Gary Blum
3278 Wilshire Blvd., Suite 603
Los Angeles, CA 90010
(213) 381-7450
Approximate Date of Proposed Sale to the Public
As soon as practicable after this Registration Statement becomes effective.
_________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price per Aggregate Offering Registration Fee (1)
-------------------------------------------------------------------------------------------------------------------------------
Share Price
Common Stock, $.01 Par 4,300,000 (1) $.25 $1,075,000(2) $317.13
Value(1)
</TABLE>
(1) Includes shares of common stock issuable as compensation (3,300,000 shares)
and upon exercise of options to purchase a total of 1,000,000 shares of common
stock, issuable for consulting and advisory services.
(2) The registration fee is based upon a price of $.25 per share. This price is
determined accordingly by reference to the Agreement price provisions of the
Issuer.
<PAGE>
COLECCIONES DE RAQUEL, INC.
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K
<TABLE>
<CAPTION>
<S> <C>
FORM S-8 ITEM NUMBER CAPTION IN PROSPECTUS
AND CAPTION
1. Forepart of Registration Statement Facing Page of Registration
and Outside Front Cover Page of Statement and Cover Page of
Prospectus Prospectus
2. Inside Front and Outside Back Cover Inside Cover Page of Prospectus and
Pages of Prospectus Outside Cover Page of Prospectus,
Available Information, Reports To
Shareholders
3. Summary Information, Risk Factors Not Applicable
and Ratio of Earnings to Fixed
Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Sales by Selling Security Holders
8. Plan of Distribution Cover Page of Prospectus and Sales
by Selling Security Holders
9. Description of Securities to be Description of Securities
Registered
10. Interests of Named Experts and Legal Matters
Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Incorporation of Certain Documents
Information by Reference by Reference
13. Disclosure of Commission Position Indemnification of Directors and
on Indemnification for Securities Officers; Undertakings
Act Liabilities
</TABLE>
DATED : June 17, 1998
2
<PAGE>
PROSPECTUS
----------
COLECCIONES DE RAQUEL, INC.
4,300,000 Shares of Common Stock
ISSUED PURSUANT TO THE COMPENSATION AGREEMENTS WITH CERTAIN CONSULTANTS AND THE
EXERCISE OF OPTIONS UNDER
THE COMPANY'S CONTRACT WITH A. R. HARDY AND ASSOCIATES
This prospectus is part of a Registration Statement which registers an
aggregate of 4,300,000 shares of Common Stock, $.0001 par value (such shares
being referred to as the "Shares"), of COLECCIONES DE RAQUEL, INC., (the
"Company") 3,300,000 of which will be sold by the Company from time to time, or
at any one time, in negotiated transactions as compensation in lieu of cash
pursuant to Compensation Agreements and a Contract which are in payment of
services previously rendered, or to be rendered, from various consultants to the
Company. An additional 1,000,000 shares may be issued upon exercise of certain
options, as set forth herein, to A. R. Hardy and Associates, a consultant to the
Company pursuant to a written Contract dated June 1, 1998 providing for the
issuance of such options (such options being hereafter collectively referred to
as the "Options"). Said recipients of such stock may be referred to hereafter
as "Selling Security Holders." The Company will pay the costs of registering
the Shares under the Securities Act. The Company will not receive any proceeds
from the sale of 3,300,000 of the Shares, but will benefit from the services
rendered under the Compensation Agreements.
The Company has been advised by the Selling Security Holders that they may
sell all or a portion of the Shares from time to time in the Bulletin Board
market, in negotiated transactions, directly or through brokers or otherwise,
and that such shares will be sold at market prices prevailing at the time of
such sales or at negotiated prices, and the Company will not receive any of the
proceeds from such sales. As of June 11, 1998, the Company intends to files its
Form 15-C211 through a sponsoring broker to trade its Common Stock on the Over
The Counter Bulletin Board. The Company's principal executive is located at 9873
S. Santa Monica Boulevard, Beverly Hills, CA 90212, phone 310-203-9240.
No person has been authorized by the Company to give any information or to
make any representations other than as contained in this Prospectus, and if
given or made, such information or representation must not be relied upon as
having been authorized by the Company. Neither the delivery of this Prospectus
nor any distribution of the Shares issuable under the terms of the Agreement
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER IN SUCH STATE.
The date of this Prospectus is June 17, 1998.
3
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed with the Commission can be inspected and
copied at the public reference facilities of the Commission at 450 Fifth Street
NW, Washington D.C., 20549. The Commission maintains a Web site that contains
reports, proxy and information statements and other information regarding
issuers that file electronically with the Commission. The address of such site
is "http://www.sec.gov".
The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act"), with respect to the resale of up to an aggregate of 4,300,000
shares of the Company's Common Stock offered by this Prospectus, reference is
made to the Registration Statement, including the exhibits thereto. Statements
in this Prospectus as to any document are not necessarily complete, and where
any such document is an exhibit to the Registration Statement or is incorporated
by reference herein, each such statement is qualified in all respects by the
provisions of such exhibit or other document, to which reference is hereby made
for a full statement of the provisions thereof. A copy of the Registration
Statement, with exhibits, may be obtained from the Commission's office in
Washington D.C. (at the above address) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charge.
REPORT TO SHAREHOLDERS
The Company intends to furnish to its shareholders annual reports containing
audited financial statements together with an opinion with respect thereto by
its independent certified public accountants.
SALES BY SELLING SECURITY HOLDERS
The following table sets forth the name of the Selling Security Holder, the
amount of shares of Common Stock to be issued to the Selling Security Holder,
the amount of Common Stock to be owned by the Selling Security Holder following
sale of such shares and the percentage of shares of Common Stock to be owned by
the Selling Security Holder following completion of such offering (based upon
24,000,000 common shares outstanding as of June 17, 1998, and 28,300,000 after
this offering). As soon as reasonably practicable, after the filing of this
Registration Statement, the Shares to which this Prospectus relates will be
issued by the Company from time to time, or at any one time, as compensation
pursuant to negotiated Compensation Agreements and Contracts. Unless otherwise
indicated, each of the stockholders has sole voting and investment power with
respect to shares beneficially owned. Upon issuance, all Shares will be, duly
authorized, validly issued, fully paid and nonassessable. All Shares are not
subject to the provisions of the Employee Retirement Income Security Act of 1974
and shall not have any restrictions on resale. See also "Description of
Securities".
<TABLE>
<CAPTION>
Name of Selling Security Holder Number of Common Shares to be Common Shares to be Percent to be owned
Shares Owned Offered owned After After Offering
Offering (1)
- - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John Vanover (2) 0 2,600,000 0 None
A. R. Hardy and Associates (3) 0 1,700,000 0 None
Total 4,300,000 0
</TABLE>
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of Common Stock
subject to options, warrants and convertible notes currently exercisable or
convertible, or exercisable or convertible within sixty (60) days, are
deemed outstanding for computing the percentage of the person holding such
options but are not deemed outstanding for computing the percentage of any
one person. Except as indicated by footnote, and subject to community
property laws where applicable, the persons named have sole voting and
investment power with respect to the shares of Common stock shown as
beneficially owned by them.
(2) Includes 2,600,000 shares issued as compensation per a 12 month consulting
agreement.
(3) Includes 700,000 shares and shares underlying a currently exercisable
option to purchase 1,000,000 shares of the Company's common stock
exercisable at various prices ranging from $.75 to $3.00 per contract for
advisory and consulting services.
4
<PAGE>
DESCRIPTION OF SECURITIES
All of the 4,300,000 shares of Common Stock, par value of $.0001 per share (the
"Common Stock"), offered hereunder are being offered by COLECCIONES DE RAQUEL,
INC.
The authorized capital stock of the Company consists of 50,000,000 shares of
Common Stock, $.0001 par value and 10,000,000 shares Preferred Stock , $.001 par
value.
The following summary of certain terms of the Common and Preferred Stock does
not purport to be complete and is subject to, and qualified in its entirety by,
the provisions of the Company's Certificate of Incorporation and By-laws, which
are included as exhibits to the Registration Statement of which this Prospectus
is a part, and the provisions of applicable law.
COMMON STOCK
As of June 17, 1998, there are 24,000,000 shares of Common Stock outstanding.
The holders of common stock (a) have equal ratable rights to dividends from
funds legally available therefor, when and if declared by the Board of Directors
of the Company; (b) are entitled to share ratably in all of the assets of the
Company available for distribution to holders of common stock upon liquidation,
dissolution or winding up of the affairs of the Company; (c) does not have
preemptive, subscription or conversion rights and there are no redemption or
sinking fund provisions applicable thereto; and (d) are entitled to one
non-cumulative vote per share on all matters on which shareholders may vote at
all meetings.
All outstanding shares of Common Stock are, and the Common Stock to be
outstanding upon completion of this Offering will be, duly authorized, validly
issued, fully paid and nonassessable.
PREFERRED STOCK
The Board of Directors of the Company has the right to determine the
characteristics of any preferred stock. Such characteristics include voting
rights, dividend requirements, redemption provisions and/or liquidation
preferences.
As of June 17, 1998, there were 24,000,000 shares of common stock outstanding,
with each share entitled to one vote. As the holder of 19,888,000 shares, Ms.
Zepeda will continue to be able to elect all of the Company's directors and
continue to control the Company.
The Company has not paid any cash dividends since its inception and does not
contemplate paying dividends in the foreseeable future. It is anticipated that
earnings, if any, will be retained for the operation of the Company's business.
TRADING STATUS
The Company is in the process of filing Form 15C-211 to trade on the Over The
Counter Bulletin Board.
TRANSFER AGENT
The Transfer Agent for the shares of Common Stock is Oxford Transfer & Registrar
Securities Agent, 317 SW Alder, Suite 1120, Portland, OR 97204,
phone 503-225-0375.
LEGAL MATTERS
Certain legal matters in connection with the securities being offered hereby
were reviewed for the Company by Gary Blum, 3278 Wilshire Blvd., Suite 603, Los
Angeles, CA 90010, phone 213-381-7450.
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference and made a part
hereof:
a. The Company's Annual Report on Form 10-KSB filed for the year ended December
31, 1997; the Company's quarterly report on Form 10-QSB for the quarter ending
March 31, 1998; and all other reports, if any, filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
ended December 31, 1997. A registration statement on Form S-8, respecting the
registration of shares of the common stock of the
5
<PAGE>
Company issued under theemployee benefit plans named on the front cover page of
the registration statement was filed with the Securities and Exchange Commission
on June 17, 1998.
b. All reports and documents filed by the Company pursuant to Sections 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, on the written or oral request of such person, a copy of any or all
the documents referred to above which have been or may be incorporated in this
Prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, 445 Marine View Drive, Suite
260, Del Mar, CA 92014.
Item 4. DESCRIPTION OF SECURITIES
The class of securities to be offered is registered under section 12(g) of the
Securities Exchange Act of 1934, as amended. A description of the Registrant's
securities is set forth in the Prospectus incorporated as part of this
Registration Statement.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company's Bylaws and the Nevada Revised Statues provide for
indemnification of directors and officers against certain liabilities. Officers
and Directors of the Company are indemnified generally against expenses actually
and reasonably incurred in connection with proceedings, whether civil or
criminal, provided that it is determined that they acted in good faith, were not
found guilty, and, in any criminal matter, had reasonable cause to believe that
their conduct was not unlawful.
The Company's Certificate of Incorporation further provides that a director of
the Company shall not be personally liable for monetary damages of the Company
or its shareholders for breach of any fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
misconduct or a knowing violation of law; (iii) for the lawful payments of
dividends or stock redemption by the Company or (iv) for any transaction from
which the director derives an improper personal benefit.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inasmuch as the Consultants who received the Shares of the Registrant were
knowledgeable, sophisticated and had access to comprehensive information
relevant to the Registrant, such transactions were undertaken in reliance on the
exemption from registration provided by Section 4(2) of the Act.
Item 8. EXHIBITS
Exhibit # Description
5 Opinion of Gary Blum consent included, relating to the
issuance of the shares of securities pursuant to the
Compensation Agreements.
23.1 Consent of Gary Blum.
6
<PAGE>
23.2 Consent of Independent Auditors, Singer, Lewak, Greenbaum & Goldstein
LLP, Los Angeles, CA.
99.1 Compensation Agreement with John Vanover
99.2 Compensation Agreement with A. R. Hardy and Associates
Item 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes :
(1) To file, during any period in which offers or sales are being made, a
post effective amendment to this registration statement :
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934, as amended, that are
incorporated by reference in the registration statement.
(2) That for the purpose of determining the liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities offered at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered, which remain, unsold at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining the liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than payment by the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel that matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against policy expressed in
the Act and will be governed by the final adjudication of such issue.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended the
Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the city of Del Mar, CA
on June 17, 1998.
COLECCIONES DE RAQUEL, INC.
By: /s/ Raquel Zepeda
------------------------
Raquel Zepeda, President
Pursuant to the requirements of the Securities Act of 1933, the following
persons in the capacities indicated on June 11, 1998 have signed the
registration statement below
/s/ Raquel Zepeda
- - --------------------------- Principal Executive Officer, Principal
Raquel Zepeda Financial Officer and Director
/s/ Elizabeth A. Tovar
- - --------------------------- Corporate Secretary, Principal Executive
Elizabeth A. Tovar Officer and Director
Being all the members of the Registrant's Board of Directors
8
<PAGE>
EXHIBIT 5
OPINION OF GARY BLUM RELATING TO
ISSUANCE OF SHARES OF SECURITIES
PURSUANT TO THE ABOVE COMPENSATION AGREEMENTS
Law Offices of
Gary Blum
3278 Wilshire Blvd., Suite 603
Los Angeles, CA 90010
Voice: 213-381-7450 Fax: 213-384-1035
June 17, 1998
Securities and Exchange Commission
450 Fifth Street, NW Judiciary Plaza
Washington, DC 20549
RE : LEGAL OPINION FOR COLECCIONES DE RAQUEL, INC.
S-8 REGISTRATION STATEMENT
Ladies and Gentlemen:
This office represents COLECCIONES DE RAQUEL, INC., a Nevada corporation
(the "Registrant") in connection with the Registrant's Registration Statement on
Form S-8 under the Securities Act of 1933 (the "Registration Statement"), which
relates to the registration of a total of 4,300,000 shares of the Registrant's
Common Stock issuable pursuant to "Compensation Agreements Between Registrant
and John Vanover, and A. R. Hardy and Associates" for performance of certain
consulting and management services (the "Registered Securities"). In connection
with my representation, I have examined such documents and undertaken such
further inquiry as I consider necessary for rendering the opinion hereinafter
set forth.
Based on the foregoing, it is my opinion the Registered Securities, when
sold as set forth in the Registration Statement, will be legally issued, fully
paid and nonassessable.
I acknowledge that I am referred to under the heading "Legal Matters" in
the Prospectus which is part of the Registrant's Form S-8 Registration Statement
relating to the Registered Securities, and I hereby consent to such use of my
name in such Registration Statement and to the filing of this opinion as Exhibit
5 to the Registration Statement and with such state regulatory agencies in such
states as may require such filing in connection with the registration of the
Registered Securities for offer and sale in such states.
/s/ Gary Blum
9
<PAGE>
EXHIBIT 23.1
CONSENT OF GARY BLUM
I hereby consent to the use in the Prospectus constituting part of the
Registration Statement on Form S-8 of my opinion dated June 17, 1998 relating to
the registration of the Securities as therein defined, of COLECCIONES DE RAQUEL,
INC., a Nevada corporation, which is attached as Exhibit 5 therein.
June 17, 1998
/s/ Gary Blum
10
<PAGE>
[LETTERHEAD]
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
We have issued our report dated February 4, 1998 accompanying the financial
statements included in the Annual Report of Colecciones de Raquel, Inc. on
Form 10-KSB for the year ended December 31, 1997. We hereby consent to the
incorporation by reference of said report in the Registration Statements of
Colecciones de Raquel, Inc. on Form S-8.
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
June 17, 1998
11
<PAGE>
EXHIBIT 99.1
COMPENSATION AGREEMENT WITH JOHN VANOVER
CONSULTING SERVICES AGREEMENT BETWEEN
COLECCIONES DE RAQUEL, INC.
AND
JOHN VANOVER
THIS CONSULTING SERVICES AGREEMENT (hereinafter referred to as the
"Agreement") effective as of the 10th day of May, 1998 by and between
COLECCIONES DE RAQUEL, INC., 9873 S. Santa Monica Blvd., Beverly Hills, CA
90212 and John, an individual, with a place of business, 1705 Blue Mountain,
Las Vegas, NV 89108 (hereinafter referred to as "Consultant"). In
consideration of the promises and mutual covenants contained herein and on
the terms and conditions hereinafter set forth, it is agreed as follows:
1. PROVISION OF SERVICES - Consultant shall provide to COLECCIONES DE RAQUEL,
INC. the following services:
(a) Advice and counsel with respect to business development and marketing
plans;
(b) Advice with respect to short and long term strategic business plans,
strategic alliances and potential acquisitions and/or joint ventures;
and
(c) Design additional compensation plans for those executive officers
involved in bringing in new acquisitions so that they may obtain
additional shares.
(d) Look for suitable merger/acquisition candidates.
(e) Review all shareholder communication including financial filings,
press releases, research reports, etc. prior to release, to assist the
company in relating to the financial community in the best light.
(f) Communicate with the company designees once per month on what has been
accomplished for the company that month.
(g) Consultant agrees to use his best efforts in the furnishing of the
Services.
2. COMPENSATION - (a) COLECCIONES DE RAQUEL, INC. agrees and shall compensate
Consultant in consideration of his performance of the Services hereunder for the
period through of May 10, 1998 to May 10, 1999 by initially delivering (the
2,600,000 "Shares", Two Million Six Hundred thousand "Shares") in lieu of any
cash payment for services. The Shares shall be free and clear of all liens and
shall be registered by COLECCIONES DE RAQUEL, INC., at its expense, with the
Securities and Exchange Commission on Form S-8 as soon as practicable after the
date hereof.. (b) In addition to the compensation set forth in paragraph 2(a)
above, the Company agrees to reimburse Consultant for reasonable out-of-pocket
expenses actually incurred by Consultant in the performance of the Services (c)
This amount shall be 5,000 dollars a month for the first 3 months, for a total
of $15,000 dollars payable upon signing the contract. For valuation purposes,
the shares issued under the terms of this Agreement, shall be valued at $.25
each or a total of $685,000.
3. TERM & TERMINATION - This Agreement shall enter into force and effect at
the date first written above and shall remain in force and effect for a period
ending on May 10, 1999.
4. LIABILITY OF CONSULTANT - In furnishing COLECCIONES DE RAQUEL, INC. with
the Services provided herein, neither Consultant nor any officer, director or
agent thereof shall be liable to COLECCIONES DE RAQUEL, INC. or its creditors
for errors of judgment or for any matters, except for willful malfeasance, bad
faith or gross negligence in the performance of the Services or the reckless
disregard of its obligations and duties under the terms of this Agreement. It is
further agreed and understood that Consultant may rely upon information
furnished to it by COLECCIONES DE RAQUEL, INC. which Consultant reasonably
believes to be accurate and reliable and that, except as provided herein,
Consultant shall not be accountable for any loss suffered by COLECCIONES DE
RAQUEL, INC. by the reason of COLECCIONES DE RAQUEL, INC.'s action or non-action
12
<PAGE>
on the basis of any advice, recommendation or approval of Consultant, its
partners, officers, directors, employees or agents, except as provided above.
5. INDEPENDENT CONTRACTORS - Execution of this Agreement in no way creates,
nor shall this Agreement be interpreted or construed as creating, an employment,
agency, partnership or joint venture relationship between COLECCIONES DE RAQUEL,
INC. and Consultant and it is understood Consultant will be acting as an
independent contractor.
6. MISCELLANEOUS -
a. OTHER ACTIVITIES OF CONSULTANT. COLECCIONES DE RAQUEL, INC. recognizes
that Consultant now renders and may continue to render management and other
advisory services to other companies which may or may not have policies and
conduct activities similar to those of COLECCIONES DE RAQUEL, INC.. Consultant
shall be free to render such advice and other services and COLECCIONES DE
RAQUEL, INC. hereby consents thereto. Consultant shall not be required to devote
its full time and attention to the performance of the Services hereunder to
COLECCIONES DE RAQUEL, INC., but shall only devote so much of its time and
attention as COLECCIONES DE RAQUEL, INC. and Consultant mutually deem reasonable
and necessary for such Services.
b. CONTROL. Nothing contained herein shall be deemed to require
COLECCIONES DE RAQUEL, INC. to take any action contrary to its Certificate of
Incorporation or by-laws, or any applicable statute or regulation, or to deprive
its Board of Directors of their responsibility for any control of the conduct or
the affairs of COLECCIONES DE RAQUEL, INC..
c. This Agreement shall constitute the entire agreement between
COLECCIONES DE RAQUEL, INC. and Consultant relating to the Services to be
performed, and no representations, promises, understandings, or agreements,
oral or otherwise, not herein contained shall be of any force or effect. No
modification or waiver of any provision of this Agreement shall be valid
unless it is in writing and signed by both COLECCIONES DE RAQUEL, INC. and
Consultant. This Agreement shall be binding upon the heirs, executors,
administrators, successors and assigns of the parties hereto.
d. This agreement shall be governed by and interpreted under the laws
of the State of California. The parties shall arbitrate all claims and
controversies arising out of this Agreement before a single Arbitrator in San
Diego, California under the rules of the American Arbitration Association,
with the losing party to pay all the actual costs of the arbitration,
including the reasonable attorney fees actually incurred by the losing party.
Judgment on any award by the Arbitrator may be entered in any court of law
that would have had jurisdiction of the claim or controversy.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized
representatives, have signed this Agreement as of the date first above written.
JOHN VANOVER COLECCIONES DE RAQUEL, INC.
By: /s/ John Vanover By: /s/ Raquel Zepeda
------------------------ ---------------------------------------
John Vanover Raquel Zepeda
President and Chief Executive Officer
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EXHIBIT 99.2
COMPENSATION AGREEMENT WITH A. R. HARDY AND ASSOCIATES
THIS CONSULTING SERVICES AGREEMENT (hereinafter referred to as the "Agreement")
effective as of the 1st day of June, 1998 by and between COLECCIONES DE RAQUEL,
INC., 9873 S. Santa Monica Blvd., Beverly Hills, CA 90212 and A. R. Hardy and
Associates, with a place of business, located at 250 International Parkway,
Suite 114, Heathrow, FL 32746 (hereinafter referred to as "Consultant"). In
consideration of the promises and mutual covenants contained herein and on the
terms and conditions hereinafter set forth, it is agreed as follows:
1. PROVISION OF SERVICES - Consultant shall provide to COLECCIONES DE RAQUEL,
INC. the following services:
(a) Advice and counsel with respect to advertising and promotion;
(b) Advice with respect to short and long term strategic business plans,
strategic alliances and potential acquisitions and/or joint ventures;
(c) Look for suitable merger/acquisition candidates;
(d) Review all shareholder communication including financial filings,
press releases, research reports, etc. prior to release;
(e) Place advertisements for the Company in Opportunist Magazine, Stock
Talk Magazine, Investor Deck, Money World Magazine and selected
Newsletters;
(f) Provide two TV interviews, Due Diligence Video, Corporate Video and
Conference Video;
(g) Develop, design and distribute a Due Diligence Package of at least
1,000 copies;
(h) Provide a research report;
(i) Communicate with the company designees once per month on what has been
accomplished for the company that month.
(j) Consultant agrees to use his best efforts in the furnishing of the
Services.
2. COMPENSATION - (a) COLECCIONES DE RAQUEL, INC. agrees and shall
compensate Consultant in consideration of his performance of the Services
hereunder for the period through of June 1, 1998 to June 1, 1999 by initially
delivering seven hundred thousand, common shares "Shares" in lieu of any cash
payment for services. The Shares shall be free and clear of all liens and
shall be registered by COLECCIONES DE RAQUEL, INC., at its expense, with the
Securities and Exchange Commission on Form S-8 as soon as practicable after
the date hereof.. For valuation purposes, the Shares issued under the terms
of this Agreement, shall be valued at $.25 each or a total of $175,000. (b)
In addition to the compensation set forth in paragraph 2(a) above, the
Company agrees to grant free trading common stock options to Consultant as
follows:
<TABLE>
<S> <C> <C> <C>
Options : 200,000 @ $.75 100,000 @ $1.50 100,000 @ $2.25
100,000 @ $1.00 100,000 @ $1.75 100,000 @ $2.50
100,000 @ $1.25 100,000 @ $2.00 100,000 @ $3.00
</TABLE>
The stock options may be exercised from time to time in increments of 10,000
or more during the period of this Agreement. For valuation purposes, the
stock options shall be valued at $.25 per share of $250,000 in total.
3. TERM & TERMINATION - This Agreement shall enter into force and effect at
the date first written above and shall remain in force and effect for a
period ending on June 1, 1999.
4. LIABILITY OF CONSULTANT - In furnishing COLECCIONES DE RAQUEL, INC. with
the Services provided herein, neither Consultant nor any officer, director or
agent thereof shall be liable to COLECCIONES DE RAQUEL, INC. or its creditors
for errors of judgment or for any matters, except for willful malfeasance, bad
faith or
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gross negligence in the performance of the Services or the reckless disregard
of its obligations and duties under the terms of this Agreement. It is
further agreed and understood that Consultant may rely upon information
furnished to it by COLECCIONES DE RAQUEL, INC. which Consultant reasonably
believes to be accurate and reliable and that, except as provided herein,
Consultant shall not be accountable for any loss suffered by COLECCIONES DE
RAQUEL, INC. by the reason of COLECCIONES DE RAQUEL, INC.'s action or
non-action on the basis of any advice, recommendation or approval of
Consultant, its partners, officers, directors, employees or agents, except as
provided above.
5. INDEPENDENT CONTRACTORS - Execution of this Agreement in no way creates,
nor shall this Agreement be interpreted or construed as creating, an
employment, agency, partnership or joint venture relationship between
COLECCIONES DE RAQUEL, INC. and Consultant and it is understood Consultant
will be acting as an independent contractor.
6. MISCELLANEOUS -
a. OTHER ACTIVITIES OF CONSULTANT. COLECCIONES DE RAQUEL, INC.
recognizes that Consultant now renders and may continue to render management
and other advisory services to other companies which may or may not have
policies and conduct activities similar to those of COLECCIONES DE RAQUEL,
INC. Consultant shall be free to render such advice and other services and
COLECCIONES DE RAQUEL, INC. hereby consents thereto. Consultant shall not be
required to devote its full time and attention to the performance of the
Services hereunder to COLECCIONES DE RAQUEL, INC., but shall only devote so
much of its time and attention as COLECCIONES DE RAQUEL, INC. and Consultant
mutually deem reasonable and necessary for such Services.
b. CONTROL. Nothing contained herein shall be deemed to require
COLECCIONES DE RAQUEL, INC. to take any action contrary to its Certificate of
Incorporation or by-laws, or any applicable statute or regulation, or to
deprive its Board of Directors of their responsibility for any control of the
conduct or the affairs of COLECCIONES DE RAQUEL, INC.
c. This Agreement shall constitute the entire agreement between
COLECCIONES DE RAQUEL, INC. and Consultant relating to the Services to be
performed, and no representations, promises, understandings, or agreements,
oral or otherwise, not herein contained shall be of any force or effect. No
modification or waiver of any provision of this Agreement shall be valid
unless it is in writing and signed by both COLECCIONES DE RAQUEL, INC. and
Consultant. This Agreement shall be binding upon the heirs, executors,
administrators, successors and assigns of the parties hereto.
d. This agreement shall be governed by and interpreted under the laws
of the State of California. The parties shall arbitrate all claims and
controversies arising out of this Agreement before a single Arbitrator in San
Diego, California under the rules of the American Arbitration Association,
with the losing party to pay all the actual costs of the arbitration,
including the reasonable attorney fees actually incurred by the losing party.
Judgment on any award by the Arbitrator may be entered in any court of law
that would have had jurisdiction of the claim or controversy.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized
representatives, have signed this Agreement as of the date first above
written.
COLECCIONES DE RAQUEL, INC. A. R. HARDY & ASSOCIATES
/S/ Raquel Zepeda /S/ Angela Zucchini
- - ---------------------------- ------------------------------
Raquel Zepeda Angela Zucchini
Colecciones de Raquel, Inc. A. R. Hardy and Associates
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended the
Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the city of Del Mar,
CA on June 17, 1998.
COLECCIONES DE RAQUEL, INC.
/s/ Raquel Zepeda
By: --------------------------
Raquel Zepeda, President
Pursuant to the requirements of the Securities Act of 1933, the following
persons in the capacities indicated on June 11, 1998 have signed the
registration statement below
/s/ Raquel Zepeda
- - -------------------------------- Principal Executive Officer, Principal
Raquel Zepeda Financial Officer and Director
/s/ Elizabeth A. Tovar
- - -------------------------------- Corporate Secretary, Principal Executive
Elizabeth A. Tovar Officer and Director
Being all the members of the Registrant's Board of Directors.
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