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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 fiscal year ended December 31, 1997
[ ] Transition Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the transition period from _________ to
COMMISSION FILE NUMBER: 0-24798
COLECCIONES DE RAQUEL, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
Nevada 93-1123005
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
9873 S. Santa Monica Boulevard
Beverly Hills, CA 90212
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (310) 203-9240
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.0001 Par Value
(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 preceding 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.
Yes X No
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Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is 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 revenues for the fiscal year ended December 31, 1997 were
$7,322.
The aggregate market value of the voting stock held by non-affiliates of
the registrant as of March 31, 1998 (based upon the average bid and asked
prices) was $8,224,000.
The number of shares of the registrant's Common Stock, $.0001 par value,
outstanding as of March 31, 1998 was 24,000,000.
Documents incorporated by reference: None.
Transitional Small Business Issuer Format (check one):
Yes No X
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PART I
ITEM 1. DESCRIPTION OF BUSINESS.
BUSINESS DEVELOPMENT.
COLECCIONES DE RAQUEL, INC. (the "Company") was organized under the laws
of the State of Nevada on August 6, 1993. As of December 31, 1993, the
Company issued 20,000,000 shares of its common stock, $.0001 par value, to
Ms. Raquel Zepeda in exchange for the business known as Colecciones De Raquel
("CDR") which had been operated by Ms. Zepeda as a sole proprietorship since
December 1, 1987. See "Item 12. Certain Relationships and Related
Transactions". Unless the context indicates otherwise, the term "Company"
includes COLECCIONES DE RAQUEL, INC. and CDR.
HISTORICAL DEVELOPMENT. Ms. Zepeda decided to develop the Company's
products primarily because, as a first generation Mexican American, she was
dissatisfied with the types of cosmetics available specifically for
Hispanics. In developing the Company's product line, Ms. Zepeda selected
those colors that she believed would complement the skin tones of the
targeted market. In selecting these colors, Ms. Zepeda recognized that the
persons to whom these products would be marketed may be categorized as having
light, medium or dark skin tones. As a result, the shades of colors included
in each collection have been geared to each particular group. See "Products"
below.
From December 1, 1987 until the closing of the Company's initial public
offering, Ms. Zepeda, on a part-time basis, developed the Company's present
product line and conducted minimal marketing activities for these products.
Due to her limited financial resources, Ms. Zepeda was unable to conduct
extensive marketing of these products. From December 1, 1987 to
September 30, 1994, total sales of products aggregated $4,438 and net losses
aggregated $70,805.
During this period, both Ms. Zepeda and her products received publicity
in both English and Spanish media including AVISA magazine, the Hispanic
Fashion Designer's Showcase and Spanish publications MUNDO ARTISTICO,
NEGOCIOS Y FINANZAS, and NOTICIAS DEL MUNDO. Ms. Zepeda has also been
interviewed on both English and Spanish television stations. This publicity
has featured both Ms. Zepeda and the Company's products. Since the public
offering and opening of the boutique, the Company has received recognition in
publications such as LATINA Magazine, BEAUTY FASHION Magazine, BEVERLY HILLS
(213), MUNDO Artistico, NUESTRO Tiempo, and HISPANIC Business. The Company's
products were described as being designed for people with "golden"
complexions and designed for the Hispanic and similar markets. Although the
Company believes that this publicity will assist it in its future marketing
efforts, there is no assurance that it will have any benefit.
With proceeds of the Company's public offering it has produced its
proprietary fragrance, "Sabor A Mi," a complete line of colors cosmetics and
skin care and opened two boutiques in Beverly Hills and Los Angeles. All
products are being sold and marketed through these boutiques. Additionally,
the Company has produced a music compact disc which it plans to cross-market
with the sale of the fragrance. "Sabor A Mi" is also the name of a very
popular Spanish love song. The compact disc contains information on the
Company's line of cosmetics along with a sample fragrance strip and product
ordering information. On March 6, 1998 the Company entered into a
distribution agreement with R Town Entertainment for the distribution of both
the compact disc and fragrance. R Town Entertainment has distribution in
approximately 1,500 stores that specialize in Latin artists. The compact
disc is either sold separately or given away as a complimentary gift with the
purchase of the fragrance.
PUBLIC OFFERING. As part of an initial public offering in August 1994,
the Company issued 1,000,000 Units of securities for an aggregate offering
price of $100,000. The Company realized
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net proceeds of $91,090 from the sale of the Units. Each Unit consisted of
one share of common stock and one A Warrant. Each A Warrant entitled was
exercisable at an exercise price of $.25 per A Warrant for one share of
common stock and two B Warrants. Each B Warrant was exercisable at an
exercise price of $.50 per B Warrant for one share of common stock and one C
Warrant. Each C Warrant was to be exercisable at $1.00 per C Warrant for one
share of common stock.
Utilizing the net proceeds from its initial public offering, the Company
ordered product and packaging and placed print and radio advertisements. The
Company's print advertising, which ran for a single month in the Spanish
language editions of Cosmopolitan, Elle and Marie Claire, resulted in little
customer response. The Company's radio advertisements ran over a three month
period and resulted in numerous requests for product samples from potential
customers but only limited mail order sales.
The Company utilized substantially all of the net proceeds from the
public offering during the year ended December 31, 1994. The Company's
business operations during the year ended December 31, 1994 resulted in only
minimal revenues and, at year end, the Company had only a small amount of
cash available to finance continuing operations on an extremely limited basis.
In November 1994, all of the A Warrants were exercised in a transaction
which the Company claims was fraudulent. Although the Company received no
portion of the $250,000 exercise price, Units consisting of one share of
common stock and two B Warrants were issued by the Company's transfer agent
without the knowledge of the Company's officers or directors to persons
purportedly exercising the A Warrants.
In February 1995, all of the B Warrants were exercised in a transaction
which the Company claims was fraudulent. Although the Company received no
portion of the $1,000,000 exercise price, Units consisting of one share of
common stock and one C Warrant were issued by the Registrant's transfer agent
without the knowledge of the Company's officers or directors to persons
purportedly exercising the B Warrants.
The shares of common stock issued in the Company's initial public
offering and upon exercise of the A Warrants and B Warrants (collectively,
"Shares") have been publicly traded. The C Warrants were not exercised and
were canceled by the Company.
In September 1995, the Company entered into an Agreement with Moore
McKenzie, Inc., a Philippine corporation ("MMI"), which purchased and resold
the Shares following their exercise by third party entities. MMI has
expressly denied any involvement in the exercise of the A Warrants, B
Warrants and C Warrants. Solely for the purpose of protecting and preserving
its investment in the Shares and its reputation and goodwill among its
present and potential future customers and its goodwill in the securities
markets in the Asia-Pacific region, MMI has agreed to make installment
payments to the Company an amount equal to the unpaid exercise price of the A
Warrants ($250,000) and B Warrants ($1,000,000) which the Company will accept
as and for full payment of the exercise price. As of December 31, 1996, the
Company had received the full $1,250,000 of the exercise price for the A
Warrants and B Warrants.
The Company had agreed within one year of the Agreement to sell MMI an
additional 1,000,000 shares of common stock at a price of $1.00 per share in
place of the shares which could have been purchased upon exercise of the C
Warrants which were issued upon exercise of the B Warrants and subsequently
canceled by the Company. The year expired without any action by MMI on this
option.
As a part of the agreement with MMI, the Company has consented to MMI
commencing and prosecuting legal proceedings in the name of MMI or the
Company against third parties to recover MMI's damages suffered as a result
of or in connection with MMI's purchase of the Shares and has agreed to
assist and cooperate with MMI in any such action.
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RECENT OPERATIONS. In October 1995, as a part of a test marketing
campaign for the fragrance, "Sabor A Mi, Melody of Eternal Passion", the
Company licensed the right to use a cart in the Montebello Town Center in
Montebello, California on a month to month basis. The Company selected the
Montebello Town Center for its cart location based on the heavy Hispanic
traffic in the mall. Base rent for the cart was $1,500 per month for October
1995 and $3,500 per month for November and December 1995. The cart license
required the Company to pay percentage rent of fifteen percent (15%) of its
net sales in excess of $10,000 per month for October 1995 and $23,333 per
month for November and December 1995. The Company continued licensing the
cart through February 29, 1996 at a rate of $1,500 per month. Although sales
were insufficient to cover the rental and staffing cost of the cart, the
Company considered the test marketing fulfilled and terminated the cart
operation in order to expand to a boutique to sell and market its entire
collection of cosmetics, fragrance and lingerie.
In September, 1995, the Company entered into a two (2) year lease for a
700 square foot store front in Beverly Hills, California on little Santa
Monica Boulevard across from the Peninsula Hotel. Monthly rent for the space
which the Company is utilizing for both showroom and offices is $1,100 per
month. The grand opening of the showroom boutique was May 3, 1996.
At the showroom boutique location, the Company offers its cosmetics line
which includes foundation, concealer, face powder and blush products, eye
shadow, eye liners, mascara, lip liners and lipstick; its Sabor A Mi
fragrance in both perfume and spray cologne; and its skin care products for
dry, normal and oily skin types. The Company also offers a small number of
lingerie pieces at its showroom location.
In May 1996, the Company entered into a three (3) year lease for a
second boutique location in the financial district of downtown Los Angeles.
Monthly rent for the 900 square foot storefront is $1,451. The Company
offers the same full line of its cosmetics, fragrance, skincare, and lingerie
at its downtown location.
In March 1997, the Company hired on a full-time basis an executive vice
president of sales and marketing, responsible for sales and development of
new distribution channels. However, the position was terminated in July
1997, in the best interests of the Company. In early 1997 the Company
completed its registration of the trademarks for the Company's logo and
"Peligro!". On December 10, 1997 the lease for the Beverly Hills location
was extended for an additional two years, with no changes in the terms of
agreement. The compact disc (see PRINCIPAL MARKETS AND MARKETING STRATEGY.)
was completed in March 1998. Subsequently, on March 6, 1998 the Company
entered into a distribution agreement with R Town Entertainment for
distribution of the CD entitled "SABOR A MI" featuring the Artist "RAQUEL
ZEPEDA" and the fragrance "SABOR A MI".
The Company warehouses its inventory at a public warehouse facility in
Los Angeles, California. The facility offers security 24 hours a day, it
also offers transportation, and repack services at an additional cost if
needed.
BUSINESS OF THE ISSUER.
PRINCIPAL PRODUCTS.
The Company has developed a line of cosmetics that it believes will have
appeal to the Hispanic and Asian markets. These markets also include certain
Mediterranean, European and Pacific Islanders. Persons in these markets are
sometimes referred to as having "golden" skin tones. The Company's cosmetic
line is intended to appeal to these markets by complementing their "golden"
skin tones.
During the course of developing the Company's cosmetic line, Ms. Zepeda
also designed other products intended to complement its cosmetic line,
including a skin care line. Additionally, Ms. Zepeda is working on the
design of "!Peligro!", a man's fragrance which the Company plans to launch in
early 1999. Ms. Zepeda previously designed the fragrance which the Company
is
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marketing under the trademarked name, "Sabor A Mi, Melody of Eternal
Passion". As a complement to its cosmetics, skin care and fragrance products,
the Company is also offering a small selection of lingerie at its showroom
boutique location.
The Company's products are intended for use by individuals. As such,
there is a possibility that claims for product liability may be made against
the Company. Although the producers of the Company's products have advised
the Company that they maintain product liability insurance, there is no
assurance that such insurance is adequate or will be applicable if claims are
made against the Company. The Company does not presently plan to obtain
product liability insurance. Accordingly, any claims relating to product
liability may have a negative effect on the Company.
PRINCIPAL MARKETS AND MARKETING STRATEGY.
The Company believes that the principal market for its cosmetic and
fragrance products is among Hispanic women in the U.S. and Latin America.
During the near term, the Company intends to concentrate on marketing its
products in the Los Angeles, California area which contains a large and
growing number of Hispanics. Eventually, the Company plans to extend its
distribution nationally and internationally. Approximately 3.8 million
Hispanics reside in the Los Angeles, California area and comprise
approximately 19% of the entire United States Hispanic population. Simmons
Hispanic II Study projected that by the year 2005 the U.S. Hispanic market
will comprise the largest minority group in the United States. According to
McGraw-Hill's 1995 Hispanic Consumer Market Report, Hispanics buying power
for 1997 was estimated at $357 billion in the U.S. This report also
estimated that Hipsanics spent $6 billion on Personal Care Products and
Services. (This market segment includes cosmetics, fragrance and skin care.)
Latin America's cosmetic market was $5.9 billion and expected to increase
to $7.6 billion by 1998, according to Euromonitor International.
Companies such as Avon, Estee Lauder, Mabelline, Pavion Ltd., Proctor &
Gamble, and Revlon have made directional changes in advertising content and
product orientation in an effort to more effectively reach the non-Anglo
market. Estee Lauder introduced it "Prescriptives" line targeting ethnic
women in 1991. According to NPD Beauty Trends, Prescriptives was one of the
top selling prestige lines in 1996; and in fiscal 1997 Estee Lauder reported
sales of $124.7 million in "other Americas." In 1994, Avon printed a
bilingual brochure targeted to Hispanic women in a small test-market study.
Avon has identified the Hispanic market as promising because professional
appearance is very important to Hispanics and because Hispanic children are
introduced to makeup and jewelry at an early age. Avon research reflects
that its average order for Hispanics is about $9 higher than for
non-Hispanics. Market studies have confirmed that Hispanics generally spend
more on consumer goods per capita than do other market segments.
The Company's marketing efforts promote the use of the Company's
products to the "golden" skin tones of Hispanic women. Marketing efforts
will also emphasize that the Company's products have been developed by
Ms. Zepeda who, as a first generation Mexican-American, is familiar with the
cosmetic needs of Hispanic women. The Company's marketing efforts will also
take into account the high levels of service which Hispanic shoppers expect.
The Company believes that Ms. Zepeda's understanding of the Hispanic customer
will be a valuable resource in developing a marketing strategy and directing
the Company's marketing efforts.
Following the initial public offering, the Company advertised its products
on a limited basis through print advertising in selected Spanish language
magazines and through radio advertising which featured its Sabor A Mi, Melody
of Eternal Passion fragrance. The Company has discontinued all magazine
advertisements, except for advertisements in LATINA MAGAZINE and HISPANIC
BUSINESS. The Company is principally pursuing some radio advertising on Spanish
language stations which has yielded a more positive customer response.
Additionally, a web-site has been established on the Internet to promote both
the product line and stock (www.internetstockexchange.net/raquel). All
advertisements include the Company's toll-free
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number and web-site address. Also, product samples are available to potential
customers as a part of its promotional efforts.
The fragrance was named after a world-famous Latin love song, "Sabor A
Mi". Ms. Zepeda has recorded a jazz-style version of the song which is
currently a give-away with the purchase of the cologne or perfume. The
Company has also produced a music CD containing five (5) songs sung by Ms.
Zepeda, including "Sabor A Mi". Additionally, the CD contains a fragrance
strip of "Sabor A Mi, Melody of Eternal Passion", an ad for the complete line
of products and boutiques, along with purchasing information. The CD will be
a give-away with purchase of the fragrance and will also be available for
purchase in select music stores.
The Company intends to market its products utilizing the services of
Ms. Zepeda and employees, and does not plan to utilize the services of any
other individual or firm spokesperson for these marketing efforts. The
Company's ability to maintain or expand its marketing efforts is directly
dependent on the level of sales and profitability achieved from its marketing
of its products.
DISTRIBUTION.
On March 6, 1998, the Company entered into a distribution agreement with
R Town Entertainment for the sale of both the CD entitled "SABOR A MI"
featuring the Artist "RAQUEL ZEPEDA" and the fragrance "SABOR A MI". R Town
Entertainment specializes in distributing music by Latino Artists throughout
the U.S. and Mexico. Additionally, the Company continues to sell its products
through its two locations in Beverly Hills and downtown Los Angeles.
Further, the Company is approaching local boutiques for sales and
distribution of its products. As of March 1998, the Company has received
minimal orders.
COMPETITION.
There are numerous other companies that produce and sell cosmetics.
Substantially all of these companies are significantly larger, better
financed and more established than the Company. These companies have
established customers and are continually seeking to obtain additional
customers. The Company's competitors are in a better position to effectively
market their products and offer various incentives to their customers. The
Company will be directly competing with these companies in marketing its
products.
The Company faces competition from other cosmetic product companies.
Major companies with which the Company competes include Revlon, Estee Lauder,
Maybelline, Mary Kay and Avon. Many of the Company's competitors have
extensive consumer loyalty and awareness which is supplemented by ongoing
advertising and other promotions. The Company's limited financial resources
will not enable it to conduct similar advertising and promotions and will
place the Company at an extreme competitive disadvantage.
Due to the high level of competition and the Company's limited
resources, the Company will face continuing intense competition in all
aspects of its business.
RAW MATERIALS.
The Company's products are produced by independent third parties who
also obtain the materials used to produce these products. The Company
believes that these materials are available from various sources at
competitive prices. The Company has made arrangements with Your Name
Cosmetics, an independent manufacturer of cosmetic and other related products
to be its initial source of supply for its products. This company produced
the limited amount of products used by the Company in its previous
activities. Although the Company has not entered into any agreement with
this company, the Company has been informed that this supplier will be able
to fulfill the Company's expected limited need for products on a timely
basis. The Company
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anticipates that it will be required to prepay a portion of the price for the
products purchased from this supplier upon placing an order and the balance
payable upon delivery of the products. Accordingly, the Company does not
expect to receive credit terms from this supplier. The Company also
anticipates that, in the future, it may be able to obtain thirty day credit
terms from this supplier if the level of its purchases increases. No
discussions have been held regarding any such credit terms and there is no
assurance that the Company will be able to purchase products without paying
for them in advance. The Company has not experienced any difficulties in
obtaining required products from these producers. However, the Company's
experience in obtaining these products may not be indicative of its ability
to obtain products in the future due to its minimal operations to date.
The Company has not entered into any contracts for either the materials
used in producing its products or the production of these products.
Accordingly, there can be no assurance that the Company will be able to
obtain products in quantities, at prices, and at required times to meet its
needs. These needs include fulfilling future sales commitments.
The Company does not plan to carry significant amounts of either
materials or finished products in its inventory. Therefore, it will be
relying on third parties to supply it with products on a continuing basis.
The failure of the Company to obtain products sufficient for its needs would
have a substantial negative effect on its operations.
PATENTS AND TRADEMARKS.
The Company has obtained the trademarks for the following: "!Peligro!"
(extension filed on February of 1998, for future use), its fragrance for men,
"Sabor A Mi, Melody of Eternal Passion," and the Company logo. Additionally,
copyrights are held for the following: COLOR ME GOLDEN, a beauty guide for
golden skin tones; Sound Recording for "Sabor A Mi," the Company's logo, and
its product brochure. Copyright registration for the Compact Disc is pending.
The formulas for the fragrances "Sabor A Mi" and "!Peligro!" were
developed by Ms. Zepeda for the Company and are the proprietary formulas of
the Company. There are no other proprietary rights or information, including
formulas, held by the Company for any of its products.
GOVERNMENT REGULATION.
The Company does not believe that its products are subject to government
regulations, including those imposed by the United States Food and Drug
Administration. However, the Company has not requested nor has it received
any notification that its products are not subject to such regulations. If
the Company's products are subject to any government regulation,
noncompliance with such regulations, either presently in effect or
subsequently enacted, would adversely effect its ability to market its
products and have a substantial negative effect on its operations.
EMPLOYEES.
As of December 31, 1997, the Company employed three (3) persons, all
full time employees. The Company may hire additional part-time secretarial
and retail sales employees depending on its level of operations.
The Company may engage consultants to assist it in various aspects of
its business. See "Item 9. Directors, Executive Officers, Promoters and
Control Persons".
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ITEM 2. DESCRIPTION OF PROPERTY.
The Company maintains its principal offices in a 700 square foot store
front located at 9873 S. Santa Monica Blvd., Beverly Hills, California. The
space is a combined office and showroom which the Company leased for two
years commencing in September 1995 at a monthly rent of $1,100 per month.
This lease was renewed for two additional years until October 9, 1999.
In May 1996 the Company entered into a three-year lease for a second
boutique location in the financial district of downtown Los Angeles. Monthly
rent for the 900 square-foot storefront is $1,451.
ITEM 3. LEGAL PROCEEDINGS.
There are no material pending legal proceedings to which the Company or
the property of the Company are subject. In addition, no proceedings are
known to be contemplated by a governmental authority against the Company or
any officer or director of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On November 7, 1997, the Company held its Annual Meeting of Shareholders
at its headquarters. Two (2) directors were elected at the meeting, Raquel
Zepeda and Elizabeth A. Tovar. The ratification of the selection of Singer
Lewak Greenbaum & Goldstein LLP as independent auditors for the fiscal year
1997. Nineteen million nine hundred seventy seven thousand five hundred
(19,977,500) votes out of a total of twenty-four million (24,000,000) votes
eligible were present at the meeting, in person or by proxy. The 2 directors
were elected and Singer Lewak Greenbaum & Goldstein LLP were ratified as
independent auditors for fiscal year 1997 uncontested.
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PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Prior to the completion of the Company's initial public offering, there
was no trading activity in the Company's common stock. The Company believes
that certain market makers began quoting prices for the shares of the
Company's common stock following the Company's initial public offering which
closed in August 1994. The Company's common stock may be traded in the
over-the-counter market and quoted in what are commonly referred to as the
National Quotation Bureau's "pink sheets" or the OTC "Electronic Bulletin
Board", which reports quotations by brokers or dealers in particular
securities. Because of the lack of readily available quotations and the
limited trading volume frequently associated with these securities, there is
a greater risk of market volatility of such securities than for securities
traded on national exchanges. Trading in the Company's stock is reported
under the symbol CRQL.
The following table sets forth the quarterly high and low bid prices (to
the nearest $1/8) of the common stock for the last 3 years. Included for
December 1997 are the high and low ask prices due to no bid prices.
<TABLE>
<CAPTION>
HIGH LOW
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<S> <C> <C>
YEAR ENDED DECEMBER 31, 1995
First Quarter 3 1/2
Second Quarter 3-7/8 3
Third Quarter 3-3/4 1-3/4
Fourth Quarter 2-7/8 2-1/4
YEAR ENDED DECEMBER 31, 1996
First Quarter 2-1/4 1-3/4
Second Quarter 1-3/4 3/4
Third Quarter No Bid No Bid
Fourth Quarter No Bid No Bid
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1997 CLOSING BID CLOSING ASK
HIGH LOW HIGH LOW
---- --- ---- ---
<S> <C> <C> <C> <C>
First Quarter No Bid No Bid 2 2
Second Quarter No Bid No Bid 2 2
Third Quarter No Bid No Bid 2 2
Fourth Quarter No Bid No Bid 2 2
</TABLE>
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These quotations represent inter-dealer quotations without adjustment
for retail markups, markdowns or commissions and do not necessarily represent
actual transactions.
As of December 31, 1997, there were 1,013 record holders of the
Company's common stock.
COMMON STOCK. The authorized capital stock of the Company includes
50,000,000 shares of common stock which has a par value of $.0001 per share.
The holders of common stock (a) have equal rateable 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 rateably 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.
PREFERRED STOCK. The authorized capital stock of the Company also
includes 10,000,000 shares of preferred stock, par value $.001 per share.
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.
The Board of Directors of the Company has designated 100,000 shares of
preferred stock as Series A Preferred Stock (the "Preferred Stock").
Concurrently with the completion of the Company's initial public offering,
Ms. Zepeda exchanged the 20,000,000 shares of common stock that she owned for
100,000 shares of Preferred Stock. The rights of the holder of the Preferred
Stock (the entire issue of 100,000 shares being held by the President, Raquel
Zepeda) have been amended by the Board of Directors to allow the conversion
of Preferred stock into common stock at the rate of one share of Series A
Preferred stock for 200 shares of Common stock at any time. The Board of
Directors has further directed the Corporation to issue 20,000,000 shares of
common stock to the President, Raquel Zepeda, in exchange for the 100,000
shares of Preferred stock held by her, and to retire the Preferred Stock.
This brings the total of issued and outstanding common stock of the
Corporation to 24,000,000 shares. This action is anticipated to have a
material dilutive effect on the holders of the Corporation's outstanding
common stock.
As of December 31, 1997, 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. See "Item 11.
Security Ownership of Certain Beneficial Owner and Management".
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.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
MATERIAL CHANGES IN FINANCIAL CONDITION
The Company had cash and cash equivalents of $460,939 at December 31,
1997.
The Company's available cash position at December 31, 1997 is expected
to be sufficient to cover the Company's operating expenses through calendar
year 1998, and possibly for some period thereafter.
Through December 31, 1997, revenues from operations continued to be
insufficient to support the selling, general and administrative expenses of
the Company. At such time as the settlement agreement proceeds are
exhausted, the Company's continued existence will be
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dependent on its ability to generate significant product sales and ultimately
achieve profitable operations.
MATERIAL CHANGES IN RESULTS OF OPERATIONS
The Company's selling, general and administrative expenses decreased by
$24,037 during the year ended December 31, 1997 below the level of selling,
general and administrative expenses incurred during the preceding year. The
decrease was attributable primarily to the reduction of legal and accounting
fees.
The Company's business operations during the year ended December 31,
1997 resulted in only minimal revenues. Management does not believe that
historical revenues, operating margins or expenses for the period ended
December 31, 1997 were indicative of future operating results.
The Company is unable to predict when, if ever, the Company will
generate sufficient revenues from operations in excess of its cost of goods
sold and selling, general and administrative expenses.
11
<PAGE>
ITEM 7. FINANCIAL STATEMENTS.
COLECCIONES DE RAQUEL, INC.
(A Development Stage Company)
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
<S> <C>
Report of Independent Certified Public Accountants. . . . . . . . . . 14
Balance Sheets as of December 31, 1997 . . . . . . . . . . . . . . . 15
Statements of Operations for the years ended December 31, 1997
and 1996 and for the period from December 1, 1987 (Inception)
through December 31, 1997. . . . . . . . . . . . . . . . . . . . 16
Statements of Stockholders' Equity for the period from
December 1, 1987 (Inception) to December 31, 1997 . . . . . . . 17
Statements of Cash Flows for the years ended December 31, 1997
and 1996 and for the period from December 1, 1987 (Inception)
through December 31, 1997 . . . . . . . . . . . . . . . . . . 18
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . 20
</TABLE>
12
<PAGE>
COLECCIONES DE RAQUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 1997 AND 1996
13
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors and Stockholders
Colecciones de Raquel, Inc.
We have audited the accompanying balance sheet of Colecciones de Raquel, Inc.
(a development stage company) as of December 31, 1997, and the related
statements of operations, stockholders' equity, and cash flows for each of
the two years in the period ended December 31, 1997, and the period from
December 1, 1987 (inception) to December 31, 1997. 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 did
not audit the statements of operations, stockholders' equity, and cash flows
for the period from inception to December 31, 1995.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit 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 and the report
of the other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the audit report of the other
auditors, the financial statements referred to above present fairly, in all
material respects, the financial position of Colecciones de Raquel, Inc. as
of December 31, 1997, and the results of its operations and its cash flows
for each of the two years in the period ended December 31, 1997, and the
period from December 1, 1987 (inception) to December 31, 1997 in conformity
with generally accepted accounting principles.
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
February 4, 1998
14
<PAGE>
COLECCIONES DE RAQUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1997
- -------------------------------------------------------------------------------
<TABLE>
ASSETS
<S> <C>
CURRENT ASSETS
Cash and cash equivalents (Note 2) $ 460,939
Merchandise inventory 73,060
Prepaid expenses and other assets 6,770
-----------
Total current assets 540,769
EQUIPMENT, net of accumulated depreciation of $18,821 25,687
DEPOSITS 2,130
-----------
TOTAL ASSETS $ 568,586
-----------
-----------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 10,668
-----------
Total current liabilities 10,668
-----------
COMMITMENTS AND CONTINGENCIES (Note 5)
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value
10,000,000 shares authorized
0 shares issued and outstanding (Note 3) -
Common stock, $.0001 par value
50,000,000 shares authorized
24,000,000 shares issued and outstanding (Note 3) 2,400
Additional paid-in capital 1,375,444
Deficit accumulated during the development stage (819,926)
-----------
Total stockholders' equity 557,918
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 568,586
-----------
-----------
</TABLE>
15
<PAGE>
COLECCIONES DE RAQUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Period From
December 1,
For the Year Ended 1987
December 31, (Inception) to
-------------------------- December 31,
1997 1996 1997
----------- ----------- ---------------
<S> <C> <C> <C>
SALES $ 7,322 $ 5,563 $ 26,499
COST OF GOODS SOLD 4,546 1,865 11,154
----------- ----------- ----------
GROSS PROFIT 2,776 3,698 15,345
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES 322,048 346,085 916,614
----------- ----------- ----------
LOSS FROM OPERATIONS (319,272) (342,387) (901,269)
----------- ----------- ----------
OTHER INCOME
Interest income 29,493 35,050 64,543
Litigation settlement - - 20,000
----------- ----------- ----------
Total other income 29,493 35,050 84,543
----------- ----------- ----------
LOSS BEFORE PROVISION FOR INCOME TAXES (289,779) (307,337) (816,726)
PROVISION FOR INCOME TAXES (Note 4) 800 800 3,200
----------- ----------- ----------
NET LOSS $ (290,579) $ (308,137) $(819,926)
----------- ----------- ----------
----------- ----------- ----------
NET LOSS PER SHARE
BASIC $ (0.01) $ (0.02)
----------- -----------
----------- -----------
DILUTED $ (0.01) $ (0.02)
----------- -----------
----------- -----------
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 24,000,000 14,382,514
----------- -----------
----------- -----------
</TABLE>
16
<PAGE>
COLECCIONES DE RAQUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31,
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Deficit
Additional MMI During the
Preferred Stock Common Stock Paid-in Settlement Development
Shares Amount Shares Amount Capital Agreement Stage Total
--------- ------ ------------ -------- ---------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET LOSS FROM INCEPTION THROUGH
DECEMBER 31, 1992 - $ - - $ - $ - $ - $ (29,178) $ (29,178)
NET LOSS (7,462) (7,462)
--------- ------ ------------ -------- ---------- ----------- ------------ ------------
BALANCE, DECEMBER 31, 1993 (36,640) (36,640)
COMMON STOCK ISSUED IN
REORGANIZATION 20,000,000 2,000 34,754 36,754
COMMON STOCK ISSUED IN INITIAL
PUBLIC OFFERING 1,000,000 100 90,990 91,090
PREFERRED STOCK EXCHANGED FOR
COMMON STOCK IN CONNECTION
WITH INITIAL PUBLIC OFFERING 100,000 100 (20,000,000) (2,000) 1,900 -
EXERCISE OF A WARRANTS 1,000,000 100 249,900 250,000
MMI SETTLEMENT AGREEMENT (250,000) (250,000)
NET LOSS (58,052) (58,052)
--------- ------ ------------ -------- ---------- ----------- ------------ ------------
BALANCE, DECEMBER 31, 1994 100,000 100 2,000,000 200 377,544 (250,000) (94,692) 33,152
EXERCISE OF B WARRANTS 2,000,000 200 999,800 1,000,000
MMI SETTLEMENT AGREEMENT (1,000,000) (1,000,000)
CASH RECEIVED FROM MMI 849,875 849,875
NET LOSS (126,518) (126,518)
--------- ------ ------------ -------- ---------- ----------- ------------ ------------
BALANCE, DECEMBER 31, 1995 100,000 100 4,000,000 400 1,377,344 (400,125) (221,210) 756,509
CASH RECEIVED FROM MMI 400,125 400,125
COMMON STOCK EXCHANGED FOR
PREFERRED STOCK (100,000) (100) 20,000,000 2,000 (1,900) -
NET LOSS (308,137) (308,137)
--------- ------ ------------ -------- ---------- ----------- ------------ ------------
BALANCE, DECEMBER 31, 1996 - - 24,000,000 2,400 1,375,444 - (529,347) 848,497
NET LOSS (290,579) (290,579)
--------- ------ ------------ -------- ---------- ----------- ------------ ------------
BALANCE, DECEMBER 31, 1997 - $ - 24,000,000 $2,400 $1,375,444 $ - $(819,926) $ 557,918
--------- ------ ------------ -------- ---------- ----------- ------------ ------------
--------- ------ ------------ -------- ---------- ----------- ------------ ------------
</TABLE>
17
<PAGE>
COLECCIONES DE RAQUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Period From
December 1,
For the Year Ended 1987
December 31, (Inception) to
--------------------------- December 31,
1997 1996 1997
----------- ----------- --------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (290,579) $ (308,137) $ (819,926)
Adjustments to reconcile net loss to
net cash used in operating activities
Depreciation 8,636 7,462 18,821
(Increase) decrease in
Inventory 2,615 (33,525) (73,060)
Prepaid expenses and other assets 2,789 19,779 (6,770)
Deposits 1,521 (537) (2,130)
Increase (decrease) in
Accounts payable and accrued expenses (2,601) (15,881) 10,668
----------- ----------- -----------
Net cash used in operating activities (277,619) (330,839) (872,397)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment (5,507) (27,280) (44,508)
----------- ----------- -----------
Net cash used in investing activities (5,507) (27,280) (44,508)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from MMI settlement Agreement - 400,125 1,250,000
Proceeds on sale of common stock - - 91,090
Loans and paid-in capital from
preferred stockholder - (3,648) 36,754
----------- ----------- -----------
Net cash provided by financing activities - 396,477 1,377,844
----------- ----------- -----------
Net increase (decrease) in cash and cash
equivalents (283,126) 38,358 460,939
CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD 744,065 705,707 -
----------- ----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 460,939 $ 744,065 $ 460,939
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
18
<PAGE>
COLECCIONES DE RAQUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (CONTINUED)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Period From
December 1,
For the Year Ended 1987
December 31, (Inception) to
--------------------------- December 31,
1997 1996 1997
----------- ----------- --------------
<S> <C> <C> <C>
INTEREST RECEIVED $ 29,493 $ 35,050 $ 64,543
---------- ---------- -----------
----------- ---------- -----------
TAXES PAID $ 800 $ 800 $ 3,200
----------- ---------- -----------
----------- ---------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
19
<PAGE>
COLECCIONES DE RAQUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
- -------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION AND LINE OF BUSINESS
Colecciones de Raquel, Inc. (the "Company") was organized under the laws
of the State of Nevada on August 6, 1993. As of March 31, 1994, the
Company issued 20,000,000 shares of its common stock for the business
known as Colecciones de Raquel in a reorganization of entities under
common control accounted for at historic cost in a manner similar to
pooling of interest accounting as the Company's sole stockholder was the
sole proprietor of the predecessor business. Accordingly, the
accompanying financial statements and notes include the accounts of
Colecciones de Raquel since its inception on December 1, 1987.
The Company intends to market and sell a line of cosmetics, skin care, and
fragrance products which it believes will have appeal to sallow to olive-
skinned women. Through December 31, 1997, the Company was primarily
involved in preliminary marketing efforts and had not achieved significant
sales of its products. Therefore, in accordance with Statement of
Accounting Standards ("SFAS") No. 7, "Accounting and Reporting by
Development Stage Enterprises," the Company is accounted for as a
development stage company.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENT
SFAS No. 130, "Reporting Comprehensive Income." issued by the Financial
Accounting Standards Board ("FASB") is effective for financial statements
with fiscal years beginning after December 15, 1997. SFAS No. 130
establishes standards for reporting and display of comprehensive income
and its components in a full set of general-purpose financial statements.
The Company does not believe the adoption of SFAS No. 130 will have a
material impact on its financial position or results of operations.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company measures its financial assets and liabilities in accordance
with generally accepted accounting principles. For certain of the
Company's financial instruments, including cash and cash equivalents and
accounts payable and accrued expenses, the carrying amounts approximate
fair value due to their short maturities.
CASH AND CASH EQUIVALENTS
For purpose of the statements of cash flows, cash equivalents include
amounts invested in a money market account with a high-quality financial
institution.
MERCHANDISE INVENTORY
Merchandise inventory, which is principally merchandise held for sale, is
stated at the lower of cost or market. Cost is determined by using the
first-in, first-out method.
20
<PAGE>
COLECCIONES DE RAQUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
- -------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
EQUIPMENT
Equipment is carried at cost and depreciated using the straight-line
method over the estimated useful lives which is generally five years.
Maintenance and minor replacements are charged to expense as incurred.
Gains and losses on disposals are included in the statements of
operations.
ADVERTISING COSTS
Advertising costs are charged to operations when incurred. Advertising
costs were $24,211 and $18,641 for the years ended December 31, 1997 and
1996, respectively.
INCOME TAXES
The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which
requires the recognition of deferred tax liabilities and assets for the
expected future tax consequences of events that have been included in the
financial statements or tax returns. Under this method, deferred income
taxes are recognized for the tax consequences in future years of
differences between the tax bases of assets and liabilities and their
financial reporting amounts at each year end based on enacted tax laws and
statutory tax rates applicable to the periods in which the differences are
expected to affect taxable income. Valuation allowances are established,
when necessary, to reduce deferred tax assets to the amount expected to be
realized. The provision for income taxes represents the tax payable for
the period and the change during the period in deferred tax assets and
liabilities.
NET LOSS PER SHARE
For the year ended December 31, 1997, the Company adopted SFAS No. 128,
"Earnings per Share." Basic earnings per share is computed by dividing
income available to common stockholders by the weighted average number of
common shares available. Diluted earnings per share is computed similar to
basic earnings per share except that the denominator is increased to
include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if the
additional common shares were dilutive. Earnings per share for 1996 has
been restated using the methodologies of SFAS No. 128. Since the Company
does not have any stock options, warrants, or other common stock
equivalents outstanding, basic earnings per share and diluted earnings per
share are the same.
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
the disclosures of contingent assets and liabilities at the date of
financial statements, as well as the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
21
<PAGE>
COLECCIONES DE RAQUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
- -------------------------------------------------------------------------------
NOTE 2 - CASH AND CASH EQUIVALENTS
The Company maintains cash deposits in banks and in financial institutions
located in southern California. Deposits in banks are insured up to
$100,000 by the Federal Deposit Insurance Corporation ("FDIC"). Deposits
in a money market account with a financial institution are insured by the
Securities Investor Protection Corporation. The Company has not
experienced any losses in such accounts and believes it is not exposed to
any significant credit risk on cash deposits.
NOTE 3 - COMMON AND PREFERRED STOCK TRANSACTIONS
WARRANTS AND RELATED SETTLEMENT AGREEMENT
As part of an initial public offering in August 1994, the Company issued
1,000,000 Units of securities for an aggregate offering price of $100,000.
Each Unit consisted of one share of common stock and one A Warrant. Each
A Warrant entitles the holder one share of common stock and two B
Warrants. Each B Warrant entitles the holder one share of common stock
and one C Warrant.
In November 1994, all of the A Warrants were exercised in a transaction
which the Company claims was fraudulent. Although the Company received no
portion of the $250,000 exercise price, Units consisting of one share of
common stock and two B Warrants were issued by the Company's transfer
agent without the knowledge of the Company's officers or directors to
persons purportedly exercising the A Warrants.
In February 1995, all of the B Warrants were exercised in a transaction
which the Company claims was fraudulent. Although the Company received no
portion of the $1,000,000 exercise price, Units consisting of one share of
common stock and one C Warrant were issued by the Company's transfer agent
without the knowledge of the Company's officers or directors to persons
purportedly exercising the B Warrants.
The shares of common stock issued in the Company's initial public offering
and upon exercise of the A Warrants and B Warrants (collectively the
"Shares") have been publicly traded. The C Warrants were not exercised and
were canceled by the Company.
In September 1995, the Company entered into an Agreement with Moore
McKenzie, Inc., a Philippine corporation ("MMI"), which purchased and
resold the shares following their exercise by third-party entities. MMI
has expressly denied any involvement in the exercise of the A Warrants and
B Warrants. Solely for the purpose of protecting and preserving its
investment in the Shares and its reputation and goodwill, MMI agreed to
pay the Company the exercise price of the A Warrants ($250,000) and B
Warrants ($1,000,000).
22
<PAGE>
COLECCIONES DE RAQUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
- -------------------------------------------------------------------------------
NOTE 3 - COMMON AND PREFERRED STOCK TRANSACTIONS (CONTINUED)
WARRANTS AND RELATED SETTLEMENT AGREEMENT (Continued)
The Company has agreed within one year of the Agreement to sell MMI an
additional 1,000,000 shares of common stock at a price of $1.00 per share
in place of the shares which could have been purchased upon exercise of
the C Warrants which were issued upon exercise of the B Warrants and
subsequently canceled by the Company. As part of the Agreement with MMI,
the Company has consented to MMI commencing legal proceedings in the name
of MMI against third parties to recover MMI's damages suffered as a result
of or in connection with MMI's purchase of the Shares and has agreed to
assist and cooperate with MMI in any such action. The Agreement has
expired and MMI has not purchased an additional 1,000,000 shares of common
stock.
SERIES A CONVERTIBLE PREFERRED STOCK
The preferred stock has a redemption price and liquidating value of $.001
per share (aggregate $1,000) and is not entitled to dividends. Under
limited circumstances the Company may elect to redeem the preferred stock.
If such an election is made, all outstanding shares of preferred stock
must be redeemed. Upon liquidation, dissolution, or winding up of the
affairs of the Company, each share of preferred stock is entitled to
receive its par value of $.001 before any distributions are made to
holders of common stock.
In June 1996, the Company retired 100,000 shares of Series A convertible
preferred stock which was exchanged for 20,000,000 shares of common stock.
INCENTIVE STOCK OPTION PLAN
The Company has adopted an Incentive Stock Option Plan (the "Plan"). The
Plan authorizes the granting of options to employees of the Company to
purchase an aggregate of 500,000 shares of common stock at no less than
the fair market value of the common stock at the date the option is
granted. For owners of 10% or more of the voting power of the Company's
stock, the option price must be at least 10% or more of the fair market
value of the common stock at the date the option is granted. No option
may be granted after August 6, 2003. No options have been granted under
the Plan to date.
NOTE 4 - INCOME TAXES
The Company has no material temporary differences that would result in
deferred taxes. The Company does, however, have loss carryforwards which
may result in deferred tax assets in the future. At December 31, 1997,
the Company has approximately $776,000 and $773,000 of federal and state
net operating loss carryforwards, respectively, that begin to expire in
2011 and 2001, respectively. For the years ended December 31, 1997 and
1996, the provision for income taxes represents the minimum state
franchise tax.
23
<PAGE>
COLECCIONES DE RAQUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
- -------------------------------------------------------------------------------
NOTE 4 - INCOME TAXES (CONTINUED)
The Company's deferred tax assets, which have been offset entirely by
valuation allowances, comprise the following at December 31, 1997:
<TABLE>
<CAPTION>
<S> <C>
Loss carryforwards $ 309,000
Valuation allowance (309,000)
----------
DEFERRED TAX ASSETS $ -
----------
----------
</TABLE>
The valuation allowance has been increased by approximately $127,000
during the year ended December 31, 1997.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
LEASES
The Company leases its office and retail facilities under operating leases
which expire through October 1999. Minimum annual rental commitments
under the lease are as follows:
<TABLE>
<CAPTION>
Year Ending
December 31,
---------------
<S> <C>
1998 $ 31,000
1999 19,000
----------
TOTAL $ 50,000
----------
----------
</TABLE>
Rent expense for the years ended December 31, 1997 and 1996 was $30,614
and $25,333, respectively.
EMPLOYMENT AGREEMENT
The Company has entered into an employment agreement with an officer
expiring August 1999 with an aggregate annual salary of $65,000,
increasing at the beginning of each subsequent calendar year by the
Consumer Price Index. In addition, the employee is entitled to incentive
compensation each year to be determined by the Company's Board of
Directors.
24
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES.
Not applicable.
25
<PAGE>
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 of the Company are as follows:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Raquel Zepeda 47 President and Director
Elizabeth A. Tovar 27 Secretary
</TABLE>
Directors serve until the next annual meeting of shareholders and until
their successors have been elected and have been qualified. Officers serve
until the meeting of the Board of Directors following the next annual meeting
of shareholders and until their successors have been elected and have been
qualified.
RAQUEL ZEPEDA, has served as President and as a director of the Company
since its inception on August 6, 1993 and as the Treasurer of the Company since
August 1995. Ms. Zepeda established CDR as a sole proprietorship in 1987. See
"Business". From July 1993 to July 1994, Ms. Zepeda was employed as a legal
secretary by the law firm of Rosky, Landau, Stall & Sheehy. From July 1992 to
July 1993 she was employed in a similar capacity by the law firm of Turner,
Gerstenfeld, Wilk, Tigerman & Young. From April 1988 to July 1992, Ms. Zepeda
was employed as a temporary legal secretary by various law firms in the Los
Angeles, California area. None of the law firms that employed Ms. Zepeda has
any relation to the Company.
ELIZABETH A. TOVAR,(a.k.a. Elizabeth A. Camacho) has served as Secretary
of the Company since August, 1995. Mrs. Tovar is employed by the Company as
its Administrator. From May 1994 through September 1995, Mrs. Tovar was the
vault manager for a large food services company where she was responsible for
all cash transactions and vault audit procedures. Mrs. Tovar also served as a
financial administrator for the company maintaining accounts receivable and
account payable ledgers. Prior thereto, from July 1991 through April 1994,
Mrs. Tovar was a security officer for the U.S. Department of Justice. Mrs.
Tovar attended El Paso Community College where she majored in business
management.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder require the Company's officers and directors and persons who own
more than 10% of the Company's common stock to file reports of ownership and
changes in ownership with the Securities and Exchange Commission and to furnish
the Company with copies. During each of the fiscal years ended December 31,
1997, and 1996, each of the directors and officers filed the required Form 3.
ITEM 10. EXECUTIVE COMPENSATION.
COMPENSATION OF OFFICERS. No executive officer of the Company was paid
cash or non-cash compensation in excess of $100,000 during calendar year 1997,
1996, or 1995 and the Company had and has no compensation plans in place and no
officer has received non-cash compensation, other than employee benefits made
available to all employees of the Company. The following table sets forth the
cash compensation paid by the Company to its chief executive officer for
services rendered during calendar years 1997, 1996, and 1995.
26
<PAGE>
<TABLE>
<CAPTION>
Annual Compensation (1)
------------------------------------------------
Name and Other Annual
Principal Position Year Salary ($) Bonus ($) Compensation
- ----------------------- ---- --------- -------- -------------
<S> <C> <C> <C> <C>
Raquel Zepeda, President 1997 65,000 --- ---
1996 60,000 --- ---
1995 50,000* --- ---
</TABLE>
*$15,149 of Ms. Zepeda's 1995 salary was accrued.
INCENTIVE STOCK OPTION PLAN. The Company has adopted an Incentive Stock
Option Plan (the "Plan"). The purpose of the Plan is to secure and retain key
employees of the Company. The Plan authorizes the granting of options to key
employees of the Company to purchase an aggregate of 500,000 shares of commons
stock, subject to adjustment for various forms of reorganizations that may
occur. No options may be granted after August 6, 2003 and the fair value of an
option to each optionee cannot exceed $100,000 per year. An employee must have
six months of continuous employment with the Company before he or she may
exercise an option granted under the Plan. The option exercise price may not
be less than 100% of the fair market value of the shares at the time of the
granting of such option. In the event an option is granted to a stockholder
who owns 10% or more of the Company's shares at the time of the grant of the
option, the option price must not be less than 110% of the fair market value of
the shares at the time of such grant. Options granted under the Plan are non-
assignable and terminate three months after employment by the optionee ceases,
except if employment terminates due to the disability of the optionee, in which
event the option will expire twelve months from the date employment ceases.
The Plan is administered by the Company's Board of Directors. No options have
been granted under the Plan. It may be expected that any options granted will
be exercised only if it is advantageous to the option holder and when the
market price of the company's common stock exceeds the option price. In the
event that the Company grants options pursuant to the Plan, the existence of
such options may have a negative effect on the market price of the Company's
common stock.
COMPENSATION OF DIRECTORS. Directors receive no compensation for their
services as such.
EMPLOYMENT AGREEMENT. In January, 1996, the Company and Ms. Zepeda
entered into an Amendment No. 1 to the original Employment Agreement which
provides for her full time employment by the Company. The Amendment provides a
base salary effective January 1, 1995 of $50,000 per annum, increasing to
$60,000 per annum effective January 1, 1996 and thereafter increasing only for
cost of living adjustments. The Amendment provides for incentive compensation
as determined by the Board of Directors of the Company considering as a factor
in such incentive compensation the profitability of the Company. In 1997, Ms.
Zepeda received an 8.33% increase to $65,000 per year.
27
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. The following table sets
forth information for each person who is known to the Company to be the
beneficial owner of more than five percent of any class of the Company's voting
stock as of December 31, 1997:
<TABLE>
<CAPTION>
Amount and Percent of
Name and Address of Nature of Percent of all Voting
Title of Class Beneficial Owner Beneficial Owner Class Classes
- -------------- ------------------- ----------------- ---------- ----------
<S> <C> <C> <C> <C>
Common Stock Raquel Zepeda 19,888,000 shares 83% 83%
9873 S. Santa owned directly
Monica Blvd.
Beverly Hills, CA
</TABLE>
As of December 31, 1997, there were 24,000,000 shares of common stock
outstanding, with each share entitled to one vote. Therefore, the Company has
securities outstanding with an aggregate of 24,000,000 votes.
SECURITY OWNERSHIP OF MANAGEMENT. The following table sets forth as to
each class of equity securities of the Company beneficially owned by all of the
Company's directors and nominees, each of the named executive officers and by
all of the Company's directors and executive officers as a group:
<TABLE>
<CAPTION>
Amount and
Name and Address of Nature of Percent of
Title of Class Beneficial Owner Beneficial Owner Class
- -------------- --------------------- ----------------- ----------
<S> <C> <C> <C>
Common Stock Raquel Zepeda 19,888,000 shares 83%
9873 S. Santa owned directly
Monica Blvd.
Beverly Hills, CA
Common Stock Elizabeth A. Tovar 10,000 shares .004%
9873 S. Santa
Monica Blvd.
Beverly Hills, CA
Common Stock All executive officers 19,898,000 shares 83%
and directors as a
group (2 persons)
</TABLE>
CHANGES IN CONTROL. Other than the Employment Agreement with Ms. Zepeda,
there are no agreements, arrangements, or pledges of securities of the Company,
the operation of which may at a subsequent date result in a change of control
of the Company.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Not applicable.
28
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(A) EXHIBITS AND INDEX OF EXHIBITS.
<TABLE>
<CAPTION>
Exh.
No. Description
----- -----------
<S> <C>
3.1 Articles of Incorporation, incorporated by reference
from Form SB-2 Registration Statement No. 33-76464-LA as
filed on March 31, 1994, Exhibit 3(a).
3.2 Amendment to Articles of Incorporation, incorporated
by reference from Form SB-2 Registration Statement No. 33-
76464-LA as filed on March 31, 1994, Exhibit 3(b).
3.3 Bylaws, incorporated by reference from Form SB-2
Registration Statement No. 33-76464-LA as filed on March
31, 1994, Exhibit 3(c).
3.4 Amendment to Bylaws, incorporated by reference from
Form SB-2 Registration Statement No. 33-76464-LA as filed
on March 31, 1994, Exhibit 3(d).
3.5 Certificate of Determination of Rights and Preferences of Series A
Preferred Stock, incorporated by reference from Form 10K
Registration Statement No. 41093.4-LA, as filed on December 31, 1995,
Exhibit 3.5(a).
3.6 Amended and Restated Bylaws, incorporated by reference from Form 10K
Registration Statement No. 41093.4-LA, as filed on December 31, 1995,
Exhibit 3.6(a).
3.7 Amendment to Certificate of Determination of Rights and
Preferences of Series A Preferred Stock, incorporated by reference
from Form 10K Registration Statement No. 97WLA13270018 as filed on
December 31, 1996, Exhibit 3.7(a).
4.1 Specimen Certificate of Common Stock, incorporated by
reference from Form SB-2 Registration Statement No. 33-
76464-LA as filed on March 31, 1994, Exhibit 4(a).
4.2 Form of Warrant Agreement, incorporated by reference
from Form SB-2 Registration Statement No. 33-76464-LA as
filed on March 31, 1994 Exhibit 4(b).
4.3 Specimen A Warrant Certificate, incorporated by
reference from Form SB-2 Registration Statement No. 33-
76464-LA as filed on March 31, 1994, Exhibit 4(c).
4.4 Specimen B Warrant Certificate, incorporated by
reference from Form SB-2 Registration Statement No. 33-
76464-LA as filed on March 31, 1994, Exhibit 4(d).
4.5 Specimen C Warrant Certificate, incorporated by
reference from Form SB-2 Registration Statement No. 33-
76464-LA as filed on March 31, 1994, Exhibit 4(e).
</TABLE>
29
<PAGE>
<TABLE>
<CAPTION>
Exh.
No. Description
----- -----------
<S> <C>
4.6 Specimen Certificate of Series A Preferred Stock,
incorporated by reference from Form SB-2 Registration
Statement No. 33-76464-LA as filed on March 31, 1994,
Exhibit 4(g).
10.1 Incentive Stock Option Plan, incorporated by reference
from Form SB-2 Registration Statement No. 33-76464-LA as
filed on March 31,1994, Exhibit 4(g).
10.2 Employment Agreement dated January 31, 1994 between
the Company and Raquel Zepeda, incorporated by reference
from Form SB-2 Registration Statement No. 33-76464-LA as
filed on March 31, 1994, Exhibit 10(b).
10.3 Trademark Application for "Colecciones de Raquel",
incorporated by reference from Form SB-2 Registration
Statement No. 33-76464-LA as filed on March 31, 1994,
Exhibit 10(c).
10.4 Trademark No. 1,709,662 for "Sabor A Mi", incorporated
by reference from Form SB-2 Registration Statement No.
33-76464-LA as filed on March 31, 1994, Exhibit 10(d)
10.5 Agreement dated December 31, 1993 between the Company
and Raquel Zepeda, incorporation by reference from
Amendment No. 1 to Form SB-2 Registration Statement No.
33-76464-LA as filed on May 9, 1994, Exhibit 10(e),
10.6 Settlement Agreement and General Mutual Release dated
June 20,1995 between the Raquel Zepeda dba Colecciones de
Raquel and Rixima, Inc., incorporated by reference from
Form 10KSB Registration Statement No. 34597.1 as filed on
December 31, 1994, Exhibit 10.6(a).
10.7 Agreement dated September, 1994 between the Company
and Moore McKenzie, Inc., incorporated by reference from
Form 10KSB Registration Statement No.34597.1-LA as filed on
December 31, 1994, Exhibit 10.7(a).
10.8 Commercial Lease dated September 29, 1995 between the
Company and Wallace H. Siegel and Allen Siegel,
incorporated by reference from Form 10KSB Registration
Statement No.34597.1-LA as filed on December 31, 1994,
Exhibit 10.8(a).
10.9 Amendment No. 1 to Employment Agreement dated January 1,
1996 between the Company and Raquel Zepeda, incorporated
by reference from Form 10KSB Registration Statement No. 34597.1-LA
as filed on December 31, 1994, Exhibit 10.9(a).
10.10 Commercial Lease dated September 29, 1995 between the Company
L.A. Pacific Center, Inc., incorporated by reference from Form
10KSB Registration Statement No. 97-WLA-13270018 as filed on
December 31, 1996.
</TABLE>
30
<PAGE>
<TABLE>
<CAPTION>
Exh.
No. Description
----- -----------
<S> <C>
10.11 Distribution Agreement between Colecciones de Raquel, Inc.
and R-Town Entertainment.
10.12 Trademark No. 2,050,606 for "Colecciones De Raquel, Inc.
Face Logo".
10.13 Certificate of Copyright Registration VA 736-099 for "CRQL
Mark (Logo)".
10.14 Certificate of Copyright Registration SR 190-794 for Sabor
A Mi, "Melody Of Eternal Passion".
10.15 Certificate of Copyright Registration VA 334-469 for
"Colecciones De Raquel Color Collection Brochure".
10.16 Notice of Allowance for Trademark "PELIGRO", SR 75/074408.
10.17 Request For Extension of Time To File A Statement Of Use
With Declaration for Trademark "PELIGRO", SR 75/074408.
10.18 Notice of Approval of Extension Request for Trademark
"PELIGRO", SR 75/074408.
</TABLE>
(b) REPORTS ON FORM 8-K.
No reports on Form 8-K were filed by the Company during the fourth
quarter of the fiscal year ended December 31, 1997.
31
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated: March 24, 1998 COLECCIONES DE RAQUEL, INC.
By: /s/ RAQUEL ZEPEDA
----------------------------------
Raquel Zepeda, President
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
SIGNATURE
/s/ RAQUEL ZEPEDA President (Principal Executive March 24,1998
- ---------------------- Officer, Principal Financial Officer)
RAQUEL ZEPEDA and Director
/s/ ELIZABETH A. TOVAR Corporate Secretary March 24,1998
- ---------------------- (Principal Executive Officer,
ELIZABETH A. TOVAR and Director)
32
<PAGE>
[LETTERHEAD]
DISTRIBUTION AGREEMENT
This distribution agreement entered into on this 6TH DAY OF MARCH 1998,
between COLECCIONES DE RAQUEL, INC. AND R-TOWN ENTERTAINMENT, constitutes the
following understanding. R-Town Entertainment agrees to nationally distribute
the CD entitled "SABOR A MI" featuring the Artist "RAQUEL ZEPEDA" and the
fragrance "SABOR A MI" which will be packaged with the CD "SABOR A MI".
The term of this agreement shall commence on the date hereof and shall
continue for an initial period of twelve (12) months, and can be renewed for
an additional twelve (12) months upon mutual written agreement by both
parties.
Colecciones de Raquel,Inc. shall provide distributor with all promotion
materials necessary to effectively promote and distribute said CD and
fragrance. It is further understood that from time to time Artist will make
herself available for interviews and other personal appearances in connection
with the promotion, exploitation and sale of said CD and fragrance.
We shall pay you, with respect to sales of "Sabor A Mi" CD single, the rate
of $2.25 per CD when sold separately and $13.50, per bottle of 1 oz. "Sabor A
Mi" Parfum spray. In computing the number of CD's and Fragrances sold
hereunder, distributor shall have the right to deduct returns and credits,
including, without limitation, (i) those on account of any return or exchange
privilege, (ii) defective merchandise, and (iii) errors in billing or
shipment.
Distributor shall have the right to sell the CD's and the fragrance "Sabor A
Mi" under any merchandising plans or terms it may deem desirable, provided
that all plans and terms are first approved by Colecciones de Raquel, Inc.
Distributor shall also have the right to contract other distributors to
effectively promote and distribute said CD and fragrance.
Statements shall be rendered every ninety (90) days. Statements shall be
accompanied by payment for all product sold for the three (3) months
preceding, less reasonable returns. No payment shall be made for CD's and
fragrance given away or used for the purpose of publicity, advertising or
samplers.
Payments for CD's and fragrance sold for distribution outside of the United
States shall be computed in the same national currency as Distributor
accounted to by its licensee and shall be paid at the same rate of exchange
as Distributor is paid, provided, however, that payment on CD's and
fragrances sold for distribution outside of the United States shall not be
due and payable by Distributor until payment thereof has been received by
Distributor in the United States in United States Dollars.
<PAGE>
Distributor shall have the right to use and permit others to use, alone or in
conjunction with Artist's name (legal and/or professionals), likeness, voice,
sound effects, and biographical material in connection with the advertising
and/or sale of CD's and fragrance.
Each party represents and warrants to the other party that is has the right
to enter into this agreement and perform its obligations hereunder.
If the foregoing correctly sets forth your understanding of our agreement,
please indicate by signing in the space provided below.
AGREED AND ACCEPTED
/s/ Raquel Zepeda /s/ Edward Contreras
- ------------------ --------------------
Raquel Zepeda Edward Contreras
(Colecciones de Raquel, Inc.) (R-Town Entertainment)
<PAGE>
Int. Cl.: 3
Prior U.S. Cls.: 1, 4, 6, 50, 51 and 52
Reg. No. 2,050,606
UNITED STATES PATENT AND TRADEMARK OFFICE Registered Apr. 8, 1997
- -------------------------------------------------------------------------------
TRADEMARK
PRINCIPAL REGISTER
[ART]
COLECCIONES DE RAQUEL. INC. (CALIFORNIA CORPORATION)
9903 SANTA MONICA BLVD., SUITE 477
BEVERLY HILLS, CA 90212
FOR: GOODS CONSISTING OF A FULL LINE OF A WOMEN'S COSMETICS, COMPRISED OF
PERSONAL CARE PREPARATIONS, NAMELY, COSMETIC FOUNDATIONS, MASCARAS, AND
LIPSTICKS; ESSENTIAL OILS FOR PERSONAL USE; AND HAIR LOTIONS, IN CLASS 3
(U.S. CLS. 1, 4, 6, 50, 51 AND 52).
FIRST USE 8-1-1995: IN COMMERCE 9-1-1995.
SER. NO. 75-066.687, FILED 3-4-1996.
CARYN HINES, EXAMINING ATTORNEY
<PAGE>
EXHIBIT 10.13
CERTIFICATE OF REGISTRATION FORM VA
UNITED STATES COPYRIGHT OFFICE
VA 736-099
This Certificate issued under the seal of the Copyright
Office in accordance with title 17, United States Code,
[OFFICIAL SEAL] attests that registration has been made for the work
identified below. The information on this certificate
has been made a part of the Copyright Office records.
EFFECTIVE DATE OF REGISTRATION 9 11 95
------------------
Month Day Year
/s/ MARYBETH PETERS
-----------------------------
REGISTER OF COPYRIGHTS
UNITED STATES OF AMERICA
DO NOT WRITE ABOVE THIS LINE. IF YOU NEED MORE SPACE, USE A SEPARATE
CONTINUATION SHEET.
===============================================================================
1 TITLE OF THIS WORK NATURE OF THIS WORK. See instructions
C R Q L MARK LITHOGRAPHIC PRINT
- -------------------------------------------------------------------------------
PREVIOUS OR ALTERNATIVE TITLES
- -------------------------------------------------------------------------------
PUBLICATION AS A CONTRIBUTION If this work was published as a contribution
to a periodical, serial, or collection, give information about the collective
work in which the contribution appeared. Title of Collective Work.
- -------------------------------------------------------------------------------
If published in a periodical or serial give
Volume Number Issue Date On Pages
===============================================================================
2 NOTE
NAME OF AUTHOR DATES OF BIRTH AND DEATH
Year Born Year Died
a COLECCIONES DE RAQUEL, INC.
- -------------------------------------------------------------------------------
Was this contribution to the work a "work made for hire"? Yes /x/ No / /
AUTHOR'S NATIONALITY OR DOMICILE
Name of Country Citizen of _______________ OR Domiciled in _______________
WAS THIS AUTHOR'S CONTRIBUTION TO THE WORK
Anonymous? / / Yes No / / If the answer to either of these questions
Pseudonymous? / / Yes No / / is "Yes," see detailed instructions.
- -------------------------------------------------------------------------------
NATURE OF AUTHORSHIP
Briefly describe nature of the material created by this author in which
copyright is claimed.
*******************************************************************************
NAME OF AUTHOR DATES OF BIRTH AND DEATH
Year Born Year Died
B
- -------------------------------------------------------------------------------
Was this contribution to the work a "work made for hire"? Yes / / No / /
AUTHOR'S NATIONALITY OR DOMICILE
Name of Country Citizen of _______________ OR Domiciled in _______________
WAS THIS AUTHOR'S CONTRIBUTION TO THE WORK
Anonymous? / / Yes No / / If the answer to either of these questions
Pseudonymous? / / Yes No / / is "Yes," see detailed instructions.
- -------------------------------------------------------------------------------
NATURE OF AUTHORSHIP
Briefly describe nature of the material created by this author in which
copyright is claimed.
*******************************************************************************
NAME OF AUTHOR DATES OF BIRTH AND DEATH
Year Born Year Died
C
- -------------------------------------------------------------------------------
Was this contribution to the work a "work made for hire"? Yes / / No / /
AUTHOR'S NATIONALITY OR DOMICILE
Name of Country Citizen of _______________ OR Domiciled in _______________
WAS THIS AUTHOR'S CONTRIBUTION TO THE WORK
Anonymous? / / Yes No / / If the answer to either of these questions
Pseudonymous? / / Yes No / / is "Yes," see detailed instructions.
- -------------------------------------------------------------------------------
NATURE OF AUTHORSHIP
Briefly describe nature of the material created by this author in which
copyright is claimed.
==============================================================================
3 YEAR IN WHICH CREATION OF THIS WORK WAS COMPLETED 1995
----
This information must be given in all cases.
DATE AND NATION OF FIRST PUBLICATION OF THIS PARTICULAR WORK United States
Complete this information 8 31 95 of America
ONLY if this work has -------------------------------------------
been published. Month Day Year Nation
==============================================================================
4 SEE INSTRUCTIONS BEFORE COMPLETING THIS SPACE. / APPLICATION RECEIVED
/ SEP. 11, 1995
COPYRIGHT CLAIMANT(S) / ---------------------
Name and address must be given even if the claimant / ONE DEPOSIT RECEIVED
is the same as the author given in space 2. /
/ SEP. 11, 1995
Colecciones de Raquel, Inc. / ---------------------
9903 Santa Monica Blvd,. #477 / TWO DEPOSITS RECEIVED
Beverly Hills, California 90212 /
/ ---------------------
- -------------------------------------------------- / REMITTANCE NUMBER
TRANSFER If the claimant(s) named here in space 4 / AND DATE
are different from the author(s) named in space 2, /
give a brief statement of how the claimant(s) / DO NOT WRITE HERE
obtained ownership of the copyright. / OFFICE USE ONLY
==============================================================================
MORE ON BACK - Complete all applicable spaces (numbers 5-9) on the reverse
side of this page.
- See detailed instructions - Sign the form at line 8.
DO NOT WRITE HERE
Page 1 of 2 pages
<PAGE>
============================================
EXAMINED BY FORM VA
[ILLEGIBLE]
----------------------------
CHECKED BY
[ILLEGIBLE]
****************************
/ / CORRESPONDENCE FOR
Yes COPYRIGHT
**************************** OFFICE
/ / DEPOSIT ACCOUNT USE
FUNDS USED ONLY
********************************************
DO NOT WRITE ABOVE THIS LINE. IF YOU NEED MORE SPACE, USE A SEPARATE
CONTINUATION SHEET.
==============================================================================
5 PREVIOUS REGISTRATION
Has registration for this work, or for an earlier version of this work,
already been made in the Copyright Office?
/ / Yes / / No If your answer is "Yes," why is another registration being
sought? (Check appropriate box)
/ / This is the first published edition of a work previously registered in
unpublished form.
/ / This is the first application submitted by this author as copyright
claimant.
/ / This is a changed version of the work, as shown by space 6 on this
application.
If your answer is "Yes," give Previous Registration Number _______________
Year of Registration _____________
==============================================================================
6 SEE INSTRUCTIONS BEFORE COMPLETING THIS SPACE.
DERIVATIVE WORK OR COMPILATION Complete both space 6a and 6b for a derivative
work, complete only 6b for a compilation.
a. Preexisting Material. Identify any preexisting work or works that this
work is based on or incorporates.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
*******************************************************************************
b. Material Added to This Work. Give a brief, general statement of the
material that has been added to this work and in which copyright is claimed.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
==============================================================================
7 DEPOSIT ACCOUNT
If the registration fee is to be charged to a Deposit Account established in
the Copyright Office, give name and numer of Account.
Name Account Number
- -------------------------------------- --------------------------------------
*******************************************************************************
CORRESPONDENCE
Give name and address to which correspondence about this application should
be sent. Name/Address/Apt./City/State/Zip
Raquel Zepeda, President
Colecciones de Raquel, Inc. Be sure to
9903 Santa Monica Blvd., Ste. 477 give your
Beverly Hills, CA 90212 daytime phone
Area Code & Telephone Number (310) 271-0326 number
==============================================================================
8 CERTIFICATION*
I, the undersigned, hereby certify that I am the
Check only one
/ / author
/ / other copyright claimant
/ / owner of exclusive right(s)
/X/ authorized agent of COLECCIONES DE RAQUEL, INC.
-----------------------------------------------
Name of author or other copyright claimant
or owner of exclusive right(s)
of the work identified in this application and that the statements made by
me in this application are current to the best of my knowledge.
- -------------------------------------------------------------------------------
Typed or printed name and date. If this is a published work, this date must
be the same as or later than the date of publication given in space 3.
COLECCIONES DE RAQUEL, INC. By RAQUEL ZEPEDA Date 9/7/95
- -------------------------------------------------------------------------------
*******************************************************************************
[FIST] Handwritten signature (X)
/s/ RAQUEL ZEPEDA
- -------------------------------------------------------------------------------
==============================================================================
9
MAIL CERTIFICATE TO
Certificate will be mailed in window envelope
Name/Number/Street/Apartment Number
Colecciones de Raquel, Inc.
9903 Santa Monica Blvd., Ste. 477
Beverly Hills, CA 90212
Have you:
- Completed all necessary spaces?
- Signed your application in space 8?
- Enclosed check or money order for $10 payable to REGISTER OF COPYRIGHTS?
- Enclosed your deposit material with the application and fee?
MAIL TO:
Register of Copyrights,
Library of Congress,
Washington, D.C. 20559
==============================================================================
* 17 U.S.C. [Section] 506(e): Any person who knowingly makes a false
representation of a material fact in the application for copyright
registration provided for by Section 409, or in any written statement filed in
connection with the application, shall be fined not more than
$2,500.
*U.S. GOVERNMENT PRINTING OFFICE: 1987 181--531/40.018 February 1987--100.000
<PAGE>
EXHIBIT 10.14
CERTIFICATE OF REGISTRATION FORM SR
FOR A SOUND RECORDING
UNITED STATES COPYRIGHT OFFICE
******************************
REGISTRATION NUMBER
SR 190-794
******************************
This Certificate issued under the seal of the Copyright
Office in accordance with title 17, United States Code,
[OFFICIAL SEAL] attests that registration has been made for the work
identified below. The information on this certificate
has been made a part of the Copyright Office records.
EFFECTIVE DATE OF REGISTRATION June 13 1994
------------------
Month Day Year
/s/ BARBARA RINGER
------------------------------
ACTING REGISTER OF COPYRIGHTS
UNITED STATES OF AMERICA
DO NOT WRITE ABOVE THIS LINE. IF YOU NEED MORE SPACE, USE A SEPARATE
CONTINUATION SHEET.
===============================================================================
1 TITLE OF THIS WORK
SABOR A MI, "MELODY OF ETERNAL PASSION"
- -------------------------------------------------------------------------------
PREVIOUS OR ALTERNATIVE TITLES
SABOR A MI
- -------------------------------------------------------------------------------
NATURE OF MATERIAL RECORDED See instructions
/x/ Musical / / Musical-Dramatic
/ / Dramatic / / Literary
/ / Other___________________________________________________________________
===============================================================================
2 NOTE Under the law
NAME OF AUTHOR DATES OF BIRTH AND DEATH
Year Born Year Died
a RAQUEL ZEPEDA 1951
- -------------------------------------------------------------------------------
Was this contribution to the work a "work made for hire"? Yes / / No /x/
AUTHOR'S NATIONALITY OR DOMICILE
Name of Country
Citizen of U.S.A. OR Domiciled in U.S.A
------ -----
WAS THIS AUTHOR'S CONTRIBUTION TO THE WORK
Anonymous? / / Yes No /x/ If the answer to either of these questions
Pseudonymous? / / Yes No /x/ is "Yes," see detailed instructions.
- -------------------------------------------------------------------------------
NATURE OF AUTHORSHIP
Briefly describe nature of the material created by this author in which
copyright is claimed.
PERFORMANCE, RECORDING, ARRANGEMENT OF MUSIC, & SPOKEN LYRICS (not sung)
*******************************************************************************
NAME OF AUTHOR DATES OF BIRTH AND DEATH
Year Born Year Died
b
- -------------------------------------------------------------------------------
Was this contribution to the work a "work made for hire"? Yes / / No / /
AUTHOR'S NATIONALITY OR DOMICILE
Name of country
Citizen of _______________ OR Domiciled in _______________
WAS THIS AUTHOR'S CONTRIBUTION TO THE WORK
Anonymous? / / Yes No / / If the answer to either of these questions
Pseudonymous? / / Yes No / / is "Yes," see detailed instructions.
- -------------------------------------------------------------------------------
NATURE OF AUTHORSHIP
Briefly describe nature of the material created by this author in which
copyright is claimed.
*******************************************************************************
NAME OF AUTHOR DATES OF BIRTH AND DEATH
Year Born Year Died
c
- -------------------------------------------------------------------------------
Was this contribution to the work a "work made for hire"? Yes / / No / /
AUTHOR'S NATIONALITY OR DOMICILE
Name of Country
Citizen of _______________ OR Domiciled in _______________
WAS THIS AUTHOR'S CONTRIBUTION TO THE WORK
Anonymous? / / Yes No / / If the answer to either of these questions
Pseudonymous? / / Yes No / / is "Yes," see detailed instructions.
- -------------------------------------------------------------------------------
NATURE OF AUTHORSHIP
Briefly describe nature of the material created by this author in which
copyright is claimed.
==============================================================================
3a YEAR IN WHICH CREATION OF THIS WORK WAS COMPLETED 1994
----
Year
This information must be given in all cases.
b DATE AND NATION OF FIRST PUBLICATION OF THIS PARTICULAR WORK
Complete this information April 16 1994
ONLY if this work has -------------------------------------------
been published. Month Day Year Nation
==============================================================================
4 See instructions before completing this space. / APPLICATION RECEIVED
/ JUN 13, 1994
COPYRIGHT CLAIMANT(S) / ---------------------
Name and address must be given even if the claimant / ONE DEPOSIT RECEIVED
is the same as the author given in space 2. /
/
Raquel Zepeda / ---------------------
9903 Santa Monica Blvd., #477 / TWO DEPOSITS RECEIVED
Beverly Hills, California 90211 / JUN 13, 1994
/ ---------------------
- -------------------------------------------------- / REMITTANCE NUMBER
TRANSFER If the claimant(s) named here in space 4 / AND DATE
are different from the author(s) named in space 2, /
give a brief statement of how the claimant(s) / DO NOT WRITE HERE
obtained ownership of the copyright. / OFFICE USE ONLY
==============================================================================
MORE ON BACK - Complete all applicable spaces (numbers 5-9) on the reverse
side of this page.
- See detailed instructions - Sign the form at line 8.
DO NOT WRITE HERE
Page 1 of 2 pages
<PAGE>
============================================
EXAMINED BY FORM SR
[ILLEGIBLE]
----------------------------
CHECKED BY
[ILLEGIBLE]
****************************
/ / CORRESPONDENCE FOR
Yes COPYRIGHT
**************************** OFFICE
/ / DEPOSIT ACCOUNT USE
FUNDS USED ONLY
********************************************
DO NOT WRITE ABOVE THIS LINE. IF YOU NEED MORE SPACE, USE A SEPARATE
CONTINUATION SHEET.
==============================================================================
5 PREVIOUS REGISTRATION
Has registration for this work, or for an earlier version of this work,
already been made in the Copyright Office?
/ / Yes /X/ No If your answer is "Yes," why is another registration being
sought? (Check appropriate box)
a. / / This is the first published edition of a work previously registered in
unpublished form.
b. / / This is the first application submitted by this author as copyright
claimant.
c. / / This is a changed version of the work, as shown by space 6 on this
application.
If your answer is "Yes," give: Previous Registration Number _______________
Year of Registration _____________
==============================================================================
6 see instructions before completing this space.
DERIVATIVE WORK OR COMPILATION Complete both space 6a & 6b for a derivative
work; complete only 6b for a compilation.
a. PREEXISTING MATERIAL. Identify any preexisting work or works that this
work is based on or incorporates.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
*******************************************************************************
b. MATERIAL ADDED TO THIS WORK. Give a brief, general statement of the
material that has been added to this work and in which copyright is claimed.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
==============================================================================
7 DEPOSIT ACCOUNT
If the registration fee is to be charged to a Deposit Account established in
the Copyright Office, give name and number of Account.
Name Account Number
- -------------------------------------- --------------------------------------
*******************************************************************************
CORRESPONDENCE
Give name and address to which correspondence about this application should
be sent. Name/Address/Apt/City/State/Zip
Raquel Zepeda
9903 Santa Monica Blvd., #477 Be sure to
Beverly Hills, CA 90211 give your
daytime phone
Area Code & Telephone Number (213) 876-9661 number
day (213) 651-1558
==============================================================================
8 CERTIFICATION*
I, the undersigned, hereby certify that I am the
Check one
/X/ author
/ / other copyright claimant
/ / owner of exclusive right(s)
/ / authorized agent of
-----------------------------------------------
Name of author or other copyright claimant
or owner of exclusive right(s)
of the work identified in this application and that the statements made by
me in this application are correct to the best of my knowledge.
- -------------------------------------------------------------------------------
Typed or printed name and date. If this application gives a date of
publication in space 3, do not sign and submit it before that date.
RAQUEL ZEPEDA date June 8, 1994
- -------------------------------------------------------------------------------
*******************************************************************************
[FIST] Handwritten signature (X)
/s/ RAQUEL ZEPEDA
- -------------------------------------------------------------------------------
==============================================================================
9 The Copyright Office has the authority to adjust fees at [illegible]-year
intervals, based on changes in the Consumer Price Index. The next adjustment is
due in 1996. Please contact the Copyright Office after July 1995 to determine
the actual fee schedule.
MAIL CERTIFICATE TO
Certificate will be mailed in window envelope
Name/Number/Street/Apartment Number/City/State/Zip
Raquel Zepeda
9903 Santa Monica Blvd., #477
Beverly Hills, CA 90211
YOU MUST:
- Complete all necessary spaces
- Sign your application in space 8
SEND ALL 3 ELEMENTS IN THE SAME PACKAGE:
1. Application Form
2. Nonrefundable $20 filing fee in check or money order payable to
REGISTER OF COPYRIGHTS
3. Deposit material
MAIL TO:
Register of Copyrights
Library of Congress
Washington, D.C. 20559
==============================================================================
* 17 U.S.C. Section 506(e): Any person who knowingly makes a false
representation of a material fact in the application for copyright
registration provided for by section 409, or in any written statement filed in
connection with the application, shall be fined not more than
$2,500
October 1992--75.000 *U.S. GOVERNMENT PRINTING OFFICE: 1992 [ILLEGIBLE]
<PAGE>
EXHIBIT 10.15
CERTIFICATE OF COPYRIGHT REGISTRATION FORM VA
UNITED STATES COPYRIGHT OFFICE
VA 334-469
This Certificate issued under the seal of the Copyright
Office in accordance with title 17, United States Code,
[OFFICIAL SEAL] attests that copyright registration has been made for
the work identified below. The information in this
certificate has been made a part of the Copyright
Office records.
EFFECTIVE DATE OF REGISTRATION 1 23 89
------------------
Month Day Year
/s/ [ILLEGIBLE]
------------------------------
REGISTER OF COPYRIGHTS
UNITED STATES OF AMERICA
DO NOT WRITE ABOVE THIS LINE. IF YOU NEED MORE SPACE, USE A SEPARATE
CONTINUATION SHEET.
===============================================================================
1 TITLE OF THIS WORK NATURE OF THIS WORK. See instructions
COLECCIONES DE RAQUEL COLOR COLLECTION BROCHURE LITHOGRAPHIC PRINT
- -------------------------------------------------------------------------------
PREVIOUS OR ALTERNATIVE TITLES
NONE
- -------------------------------------------------------------------------------
PUBLICATION AS A CONTRIBUTION If this work was published as a contribution
to a periodical, serial, or collection, give information about the collective
work in which the contribution appeared. Title of Collective Work.
- -------------------------------------------------------------------------------
If published in a periodical or serial give
Volume Number Issue Date On Pages
===============================================================================
2 NOTE
NAME OF AUTHOR DATES OF BIRTH AND DEATH
Employer for hire Year Born Year Died
a COLECCIONES DE RAQUEL, INC. of Raquel Zepeda 1951
- -------------------------------------------------------------------------------
Was this contribution to the work a "work made for hire"? Yes /x/ No / /
AUTHOR'S NATIONALITY OR DOMICILE
Name of Country Citizen of UNITED STATES OR Domiciled in UNITED STATES
------------- -------------
WAS THIS AUTHOR'S CONTRIBUTION TO THE WORK
Anonymous? / / Yes No / / If the answer to either of these questions
Pseudonymous? / / Yes No / / is "Yes," see detailed instructions.
- -------------------------------------------------------------------------------
NATURE OF AUTHORSHIP
Briefly describe nature of the material created by this author in which
copyright is claimed.
Text and Artwork
*******************************************************************************
NAME OF AUTHOR DATES OF BIRTH AND DEATH
Year Born Year Died
b
- -------------------------------------------------------------------------------
Was this contribution to the work a "work made for hire"? Yes / / No / /
AUTHOR'S NATIONALITY OR DOMICILE
Name of Country Citizen of _______________ OR Domiciled in _______________
WAS THIS AUTHOR'S CONTRIBUTION TO THE WORK
Anonymous? / / Yes No / / If the answer to either of these questions
Pseudonymous? / / Yes No / / is "Yes," see detailed instructions.
- -------------------------------------------------------------------------------
NATURE OF AUTHORSHIP
Briefly describe nature of the material created by this author in which
copyright is claimed.
*******************************************************************************
NAME OF AUTHOR DATES OF BIRTH AND DEATH
Year Born Year Died
c
- -------------------------------------------------------------------------------
Was this contribution to the work a "work made for hire"? Yes / / No / /
AUTHOR'S NATIONALITY OR DOMICILE
Name of Country Citizen of _______________ OR Domiciled in _______________
WAS THIS AUTHOR'S CONTRIBUTION TO THE WORK
Anonymous? / / Yes No / / If the answer to either of these questions
Pseudonymous? / / Yes No / / is "Yes," see detailed instructions.
- -------------------------------------------------------------------------------
NATURE OF AUTHORSHIP
Briefly describe nature of the material created by this author in which
copyright is claimed.
==============================================================================
3 YEAR IN WHICH CREATION OF THIS WORK WAS COMPLETED 1988
----
This information must be given in all cases.
DATE AND NATION OF FIRST PUBLICATION OF THIS PARTICULAR WORK
Complete this information 12 23 88 U.S.A.
ONLY if this work has -------------------------------------------
been published. Month Day Year Nation
==============================================================================
4 SEE INSTRUCTIONS BEFORE COMPLETING THIS SPACE. / APPLICATION RECEIVED
/ JAN. 23, 1989
COPYRIGHT CLAIMANT(S) / ---------------------
Name and address must be given even if the claimant / ONE DEPOSIT RECEIVED
is the same as the author given in space 2. /
/ JAN. 23, 1989
Colecciones de Raquel, Inc. / ---------------------
9903 Santa Monica Blvd,. #477 / TWO DEPOSITS RECEIVED
Beverly Hills, California 90212 /
/ ---------------------
- -------------------------------------------------- / REMITTANCE NUMBER
TRANSFER If the claimant(s) named here in space 4 / AND DATE
are different from the author(s) named in space 2, /
give a brief statement of how the claimant(s) / DO NOT WRITE HERE
obtained ownership of the copyright. / OFFICE USE ONLY
==============================================================================
MORE ON BACK - Complete all applicable spaces (numbers 5-9) on the reverse
side of this page.
- See detailed instructions - Sign the form at line 8.
DO NOT WRITE HERE
Page 1 of 2 pages
<PAGE>
============================================
EXAMINED BY FORM VA
[ILLEGIBLE]
----------------------------
CHECKED BY
DE
****************************
/ / CORRESPONDENCE FOR
Yes COPYRIGHT
**************************** OFFICE
/ / DEPOSIT ACCOUNT USE
FUNDS USED ONLY
********************************************
DO NOT WRITE ABOVE THIS LINE. IF YOU NEED MORE SPACE, USE A SEPARATE
CONTINUATION SHEET.
==============================================================================
5 PREVIOUS REGISTRATION
Has registration for this work, or for an earlier version of this work,
already been made in the Copyright Office?
/ / Yes /x/ No If your answer is "Yes," why is another registration being
sought? (Check appropriate box)
/x/ This is the first published edition of a work previously registered in
unpublished form.
/x/ This is the first application submitted by this author as copyright
claimant.
/ / This is a changed version of the work, as shown by space 6 on this
application.
If your answer is "Yes," give Previous Registration Number _______________
Year of Registration _____________
==============================================================================
6 SEE INSTRUCTIONS BEFORE COMPLETING THIS SPACE.
DERIVATIVE WORK OR COMPILATION Complete both space 6a and 6b for a derivative
work, complete only 6b for a compilation.
a. Preexisting Material. Identify any preexisting work or works that this
work is based on or incorporates.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
*******************************************************************************
b. Material Added to This Work. Give a brief, general statement of the
material that has been added to this work and in which copyright is claimed.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
==============================================================================
7 DEPOSIT ACCOUNT
If the registration fee is to be charged to a Deposit Account established in
the Copyright Office, give name and number of Account.
Name Account Number
- -------------------------------------- --------------------------------------
*******************************************************************************
CORRESPONDENCE
Give name and address to which correspondence about this application should
be sent. Name/Address/Apt./City/State/Zip
Raquel Zepeda-Levine, General Manager
Colecciones de Raquel, Inc. Be sure to
9903 Santa Monica Blvd., # 477 give your
Beverly Hills, CA 90212 daytime phone
Area Code & Telephone Number (213) 656-2673 number
(213) 201-6000 x 306
==============================================================================
8 CERTIFICATION*
I, the undersigned, hereby certify that I am the
Check only one
/ / author
/ / other copyright claimant
/ / owner of exclusive right(s)
/X/ authorized agent of Colecciones de Raquel
-----------------------------------------------
Name of author or other copyright claimant
or owner of exclusive right(s)
of the work identified in this application and that the statements made by
me in this application are current to the best of my knowledge.
- -------------------------------------------------------------------------------
Typed or printed name and date. If this is a published work, this date must
be the same as or later than the date of publication given in space 3.
By RAQUEL ZEPEDA-LEVINE Date 12/23/1988
- -------------------------------------------------------------------------------
*******************************************************************************
[FIST] Handwritten signature (X)
/s/ RAQUEL ZEPEDA-LEVINE
- -------------------------------------------------------------------------------
==============================================================================
9
MAIL CERTIFICATE TO
Certificate will be mailed in window envelope
Name/Number/Street/Apartment Number
COLECCIONES DE RAQUEL, INC.
9903 Santa Monica Blvd., # 477
Beverly Hills, CA 90212
Have you:
- Completed all necessary spaces?
- Signed your application in space 8?
- Enclosed check or money order for $10 payable to REGISTER OF COPYRIGHTS?
- Enclosed your deposit material with the application and fee?
MAIL TO:
Register of Copyrights,
Library of Congress,
Washington, D.C. 20559
==============================================================================
* 17 U.S.C. [Section] 506(e): Any person who knowingly makes a false
representation of a material fact in the application for copyright
registration provided for by Section 409, or in any written statement filed in
connection with the application, shall be fined not more than
$2,500.
*U.S. GOVERNMENT PRINTING OFFICE: 1987 181--531/40.018 February 1987--100.000
<PAGE>
NOTICE OF ALLOWANCE Page 01 of 01
13 U.S.C.SECTION 1063(b)(2)
The MARK identified below was published for opposition under 15 U.S.C.
Section 1062(a). No successful opposition was filed in order to obtain a
registration, applicant must file a Statement of Use under 15 U.S.C. Section
1051(d)(1) within six months of the MAILING DATE OF NOTICE identified below.
A six month extension of time to file the Statement of Use will be granted
upon proper request. Subsequent six-month extensions will be granted, for a
period not to exceed twenty-four months, if good cause is shown. 15 U.S.C.
1051(d)(2). Failure to timely file or perfect Statement of use or request
for extension of time will result in abandonment of the application. the
requirements for each are set forth at 37 C.P.R. Sections XXX and XXX.
75/074408
Paul I. Menes ATTORNEY
Menes Law Corporation REFERENCE NUMBER
1901 Avenue of the Stars
Suite 2000 2439.01
Los Angeles, CA 90067
- -------------------------------------------------------------------------------
PLEASE REVIEW THE ACCURACY OF THE NOTICE OF ALLOWANCE DATA
A request for correction to the notice of allowance should be submitted
within 10 days to the following address: ASSISTANT COMMISSIONER FOR
TRADEMARKS, 2900 CRYSTAL DRIVE, ARLINGTON, VIRGINIA 22202-3313. The
correspondence should be marked to the attention of BOX ITU. The Patent and
Trademark Office will review the request and make corrections where
appropriate.
- -------------------------------------------------------------------------------
SERIAL NUMBER 75/074408
MARK: PELIGRO
OWNER NAME: Colecciones de Raquel, Inc.
OWNER ADDRESS: 9903 Santa Monica Blvd., Suite 477
Beverly Hills
CALIFORNIA 90212
MAILING DATE OF NOTICE 02/18/1997
A Statement of Use or a request for an extension of time to file a Statement
of Use must be RECEIVED by the Patent and Trademark Office within six (6)
months from the above mailing date.
- -------------------------------------------------------------------------------
GOODS/SERVICES BY INTERNATIONAL CLASS
003-men's essential oils for personal use and hair lotions
ALL OF THE GOODS/SERVICES IN EACH CLASS ARE LISTED
<PAGE>
IN THE UNITED STATES PATENT AND TRADEMARK OFFICE
TRADEMARK EXAMINING OPERATION
In re Trademark Application
Serial No: 75/074408
Applicant: Colecciones de Raquel, Inc.
Trademark: PELIGRO
Notice of Allowance:
Mailing Date: February 18, 1997
BOX ITU FEE
Assistant Commissioner for Trademarks
2900 Crystal Drive
Arlington, VA 23202-3523
REQUEST FOR EXTENSION OF TIME TO FILE
A STATEMENT OF USE WITH DECLARATION
Sir:
Applicant requests an additional six month extension of time in which to
file the Statement of Use under 37 C.F.R., Section 2.85 regarding this
application.
Applicant has a continued bona fide intention to use the mark in
commerce in connection with those goods identified in the Notice of Allowance
in this application.
This is the second request for an Extension of Time following mailing of
the Notice of Allowance. Applicant has not yet used the mark in commerce on
the goods specified in the Notice of Allowance. However, it is Applicant's
bona fide intention to use the mark in connection with the men's essential
oils for personal use and hair lotions as specified in the Notice of
Allowance. Applicant continues to make on-going efforts to allow for the use
of the mark in commerce in connection with the stated goods by currently
engaging in research and development, market research and test marketing of
the seated goods/products bearing the subject mark.
<PAGE>
DECLARATION
The undersigned being hereby warned that willful false statements and the
like so made are punishable by fine or imprisonment, or both, under 18 U.S.C.
1001, and that such willful, false statements may jeopardize the validity of
the application or any resulting registration, declares that she is properly
authorized to execute this Request for Extension of Time to file a Statement
of Use on behalf of the applicant; that she believes the applicant to be the
owner of the trademark sought to be registered; and all statements made of
her own knowledge are true and all statements made on information and belief
are believed to be true.
Coleccions de Raquel, Inc.
Date: 1/28/98 By: /s/ Raquel Zepeda IEC
--------- ----------------------
Raquel Zepeda
Respectfully submitted,
MENES LAW CORPORATION
Date: 1/16/98 By: /s/ Paul I Menes
--------- -----------------
Paul I. Menes
Attorney for Applicant
1801 Century Park East
Suite 1560
Los Angeles, California 90067
(310) 286-1313
<PAGE>
[SEAL]
CLIENT: Colecciones de Raquel
Assistant Commissioner for Trademarks
2900 Crystal Drive
Arlington, VA 22202-3513
Please confirm receipt of the following documents by applying your date stamp
and serial number:
Request for Extension of Time/Serial no. 75/074408
Date Received:________________ Serial No. ___________________
[SEAL]
CLIENT: Colecciones de Raquel
Assistant Commissioner for Trademarks
2900 Crystal Drive
Arlington, VA 22202-3513
Please confirm receipt of the following documents by applying your date stamp
and serial number:
Request for Extension of Time/Serial no. 75/074408
Date Received:________________ Serial No. ___________________
<PAGE>
UNITED STATES DEPARTMENT OF COMMERCE
ASSISTANT COMMISSIONER FOR TRADEMARKS
2900 CRYSTAL DRIVE
ARLINGTON, VIRGINIA 22202-3513
AUG 23, 1997
NOTICE OF APPROVAL OF EXTENSION REQUEST
TM106 ATTORNEY
REFERENCE NUMBER:
PAUL I MENES
MENES LAW CORP
1801 CENTURY PARK E STE 1560 2439.01
LOS ANGELES, CA 90067
- -------------------------------------------------------------------------------
SERIAL NUMBER : 75/074408
MARK: PELIGRO
OWNER: Colecciones de Raquel, Inc.
EXTENSION REQUEST NUMBER: 1 NOTICE OF ALLOWANCE DATE: Feb 18, 1997
- -------------------------------------------------------------------------------
THE ABOVE NUMBERED EXTENSION REQUEST FOR FILING A STATEMENT OF USE HAS BEEN
APPROVED BY THIS OFFICE.
THE APPLICANT HAS 12 MONTHS FROM THE MAILING DATE OF THE NOTICE OF ALLOWANCE
TO FILE A STATEMENT OF USE. THE STATEMENT OF USE SHOULD BE CLEARLY MARKED TO
THE ATTENTION OF "ITU" AND MAILED TO THE ABOVE ADDRESS.
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