SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
        ----------------------------------------------------------------


                                    FORM 10Q

                    QUARTERLY REPORT UNDER SECTION 13 OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934


     For Quarter Ended June 30, 1999            Commission File Number 1-9370


                                 FEMINIQUE CORP.
                        (Formerly BIOPHARMACEUTICS INC.)


                    DELAWARE                           13-3186327
          (State of Incorporation)       (I.R.S. Employer Identification No.)


      990 Station Road, Bellport, New York               11713
     (Address of Principal Executive Office)          (Zip Code)



        Registrant telephone number, including area code: (516) 286-5900


        Indicate the number of shares outstanding of each of the issuer's
                  classes of common stock as of June 30, 1999.

                      Class                           Outstanding

          Common Stock - $.001 Par Value               22,755,399


     Indicate by check whether the registrant (1) has filed all reports required
to be filed by Section 13 of the  Securities and Exchange Act of 1934 during the
preceding  twelve  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 ninety days. Yes __X__ No _____




<PAGE>









                                 FEMINIQUE CORP.

                                      INDEX
<TABLE>
<CAPTION>

                                                                                    PAGE
<S>                                                                                  <C>
PART I     FINANCIAL INFORMATION

  Item 1.  Financial Statements

           Consolidated Condensed Balance Sheet
           June 30, 1999 (Unaudited) and September 30, 1998 (Audited)                 3

           Consolidated Condensed Statements of Operations
           Three Months and Nine Months Ended June 30, 1999 and 1998 (Unaudited)      4

           Consolidated Condensed Statement of Shareholders' Equity
           for the Nine Months Ended June 30, 1999 (Unaudited)                        5

           Consolidated Condensed Statement of Cash Flows
           for the Nine Months Ended June 30, 1999 and 1998 (Unaudited)               6

           Notes to the Consolidated Condensed Financial Statements (Unaudited)       7

  Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations                                        8

PART II    OTHER INFORMATION

  Item 1.  Legal Proceedings                                                          9

  Item 2.  Changes in Securities                                                      9

  Item 3.  Default upon Senior Securities                                             9

  Item 4.  Submission of materials to a
           vote of security holders                                                   9

  Item 5.  Other Information                                                          9

  Item 6.  Exhibits and Reports on Form 8-K                                           9



</TABLE>


                                       2
<PAGE>


PART I     FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

                                 FEMINIQUE CORP.
                      CONSOLIDATED CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>

                                                                          June 30,         September 30,
                                                                            1999                1998
                                                                        (Unaudited)          (Audited)
                                                                        -------------       -------------
<S>                                                                     <C>                 <C>
                                 ASSETS
   Current assets:
      Cash                                                              $    149,055        $     34,421
      Trade receivables, less allowance for
        doubtful accounts                                                    349,143             290,268
      Inventories                                                            310,926             179,401
      Prepaid expenses and other assets                                      270,090             124,958
                                                                        -------------       -------------

                                  Total current assets                     1,079,214             629,048

   Property, plant and equipment, at cost, net of
      accumulated depreciation of $3,166 in June 1999
      and $410 in Sept. 1998                                                  67,739               1,005
   Intangible assets, at cost, net of accumulated amortization
      of $612,300 in June 1999 and $471,000 in Sept. 1998                  3,161,616           3,300,425
                                                                        -------------       -------------
                                                                        $  4,308,569        $  3,930,478
                                                                        =============       =============
                 LIABILITIES AND SHAREHOLDERS' EQUITY

   Current liabilities:
       Accounts payable-trade                                           $    420,069        $    180,147
       Accrued expenses                                                    1,158,601           1,423,319
       Net liability of discontinued operations                               62,543             349,269
       State income taxes payable                                              3,372              29,000
       Current maturities of long-term debt                                  173,908             104,341
                                                                        -------------       -------------

                                  Total current liabilities                1,818,493           2,086,076

   Long-term debt                                                          1,281,441           1,426,688
                                                                        -------------       -------------
   Convertible debentures payable                                            575,000             575,000
                                                                        -------------       -------------
   Shareholders' equity:
       Common Stock - par value $.001 per share                               22,755              17,370
         Authorized - 75,000,000 shares
          Issued 22,755,399 in June 1999 and 17,370,118 in
          Sept. 1998
       Additional paid-in capital                                         34,848,012          33,871,890
       Deficit                                                           (33,292,520)        (33,101,934)
                                                                        -------------       -------------
                                                                           1,578,247             787,326
   Less Treasury Stock, at cost
       (103,432 shares)                                                     (944,612)           (944,612)
                                                                        -------------       -------------
                                                                             633,635            (157,286)
                                                                        -------------       -------------
                                                                        $  4,308,569        $  3,930,478
                                                                        =============       =============

<FN>
   The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>


                                       3
<PAGE>




                                 FEMINIQUE CORP.

                 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                              Three Months Ended               Nine Months Ended
                                                                   June 30,                        June 30,
                                                           -------------------------        -------------------------
                                                             1999             1998            1999             1998
                                                           ----------      ---------        -----------    ----------

<S>                                                        <C>             <C>              <C>            <C>
Revenues:
  Net sales                                                $   332,695     $   444,901      $ 1,671,700    $ 1,687,274
                                                           ------------    ------------     ------------   ------------
 Costs and expenses:
   Cost of sales                                               201,280         255,584          703,718        714,359
   Selling, general and administrative                         303,560         406,485        1,073,815      1,080,079
   Amortization of intangibles                                  47,100          47,100          141,300        142,200
                                                           ------------    ------------     ------------   ------------
                                                               551,940         709,169        1,918,833      1,936,638
                                                           ------------    ------------     ------------   ------------
                                                              (219,245)       (264,268)        (247,133)      (249,364)

Other income (Deductions):
  Other income                                                 151,520             ---          209,158            ---
  Interest expense                                             (55,468)        (44,153)        (152,611)      (122,396)
                                                           ------------    ------------     ------------   ------------
Net income-continuing operations                              (123,193)       (308,421)        (190,586)      (371,760)

Net income-discontinued operations                                 ---        (989,618)             ---        785,386
                                                            -----------    ------------     ------------   ------------
Net Income                                                  $ (123,193)    $(1,298,039)     $  (190,586)   $   413,626
                                                            ===========    ============     ============   ============

Income (Loss) per share

  Continuing operations                                         $(0.01)         $ 0.00           $(0.01)         $0.00
  Discontinued operations                                         0.00           (0.08)            0.00           0.02
                                                                -------         -------          -------         -----
Income (Loss) per share                                         $(0.01)         $(0.08)          $(0.01)         $0.02
                                                                =======         =======          =======        ======


Average shares outstanding                                  22,755,399      17,111,223       21,352,027     16,919,454
                                                            ==========      ==========        ==========    ==========


<FN>
     The nine months ended June 30, 1998 reflects certain reclassifications.
     The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>




                                       4
<PAGE>



                                 FEMINIQUE CORP.

            CONSOLIDATED CONDENSED STATEMENT OF SHAREHOLDERS' EQUITY

                                   (UNAUDITED)

                         NINE MONTHS ENDED JUNE 30, 1999
<TABLE>

                                     Common  Stock
                                 ----------------------      Additional
                                 Number of         Par        Paid-In                         Treasury
                                  Shares          Value       Capital        Deficit           Stock         Total
                                 ----------      -------    -----------     -------------    ----------    ----------
<S>                             <C>             <C>              <C>             <C>             <C>            <C>
Balance, September 30, 1998         17,370,118   $17,370    $33,871,890     $(33,101,934)    $(944,612)    $(157,286)
  (Audited)

Shares issued to debenture
  holders in lieu of interest
  payment                              121,867       122         23,033              ---           ---        23,155

Shares issued in payment of
  note payable and interest due        101,846       102         18,230              ---           ---        18,332

Shares issued pursuant to
  sale of common stock               4,444,443     4,444        795,556              ---           ---       800,000

Shares issued in payment
  of professional services             717,125       717        139,303              ---           ---       140,020

Net loss for the nine months
  ended June 30, 1999                      ---       ---            ---         (190,586)          ---      (190,586)
                                    ----------     ------   -----------      -----------      ---------     --------

Balance, June 30, 1999              22,755,399    $22,755   $34,848,012     $(33,292,520)     $(944,612)    $633,635
                                    ==========    =======   ===========     =============     ==========    ========



<FN>
   The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>


                                       5

<PAGE>


                                 FEMINIQUE CORP.
                 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                   INCREASE (DECREASE) IN CASH AND EQUIVALENTS
                                   (UNAUDITED)
                           NINE MONTHS ENDED JUNE 30,
<TABLE>
                                                                          1999            1998
                                                                    ------------     ------------
<S>                                                                 <C>              <C>
Cash flows from operating activities:
  Income  (loss) from continuing operations                         $  (190,586)     $   (371,760)
  Income from discontinued operations                                       ---           785,386
  Operating activities:
  Adjustments to reconcile net income (loss) to
    Net cash provided by (used in)
    Operating activities:
      Write-off of Investment                                               ---           250,750
    Shares issued in lieu of payment                                    181,507           388,813
    Depreciation and amortization
      Continuing operations                                             144,056           144,000
    Depreciation and amortization
      Discontinued operations                                               ---           577,622
  Changes in certain assets and liabilities:
    Accounts receivable                                                 (58,875)         (178,808)
    Inventories                                                        (131,525)          (45,145)
    Other current assets                                               (145,132)          (71,516)
    Other assets                                                            ---           260,392
    Accounts payable and accrued expenses                              (337,150)         (406,465)
    Payment in settlement of litigation                                     ---          (250,000)
                                                                    ------------      ------------
        Net cash provided by (used in) operating activities            (537,705)        1,083,269
                                                                    ------------      ------------
 Cash flows from investing activities:
   Purchase of property, plant and equipment                            (71,981)         (149,268)
                                                                    ------------      ------------
        Net cash provided by (used in) investing activites              (71,981)         (149,268)
                                                                    ------------      ------------
 Cash flows from financing activities:
   Sale of common stock                                                 800,000           101,139
   Repayments of long-term debt                                         (75,680)       (1,527,000)
                                                                    ------------      ------------
        Net cash provided by (used in) financing activities              724,320        (1,425,861)
                                                                    ------------      ------------

 Net change in cash                                                     114,634          (491,860)
 Cash at beginning of period                                             34,421           502,304
                                                                    ------------     -------------
 Cash at end of period                                              $   149,055      $     10,444
                                                                    ============     =============

<FN>

      The nine months ended June 30, 1998 reflects certain reclassifications.
      The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>

                                       6
<PAGE>






                                 FEMINIQUE CORP.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                   (UNAUDITED)

                                  JUNE 30, 1999



A.        Consolidated Condensed Financial Statements


          The  Consolidated  Condensed  Balance  Sheet  as of June 30, 1999, the
Consolidated  Condensed  Statement  of  Operations  for the three and nine month
periods ended June 30, 1999 and 1998, the  Consolidated  Condensed  Statement of
Shareholders' Equity  for  the nine month  period  ended  June 30, 1999, and the
Consolidated  Condensed  Statements of Cash Flows for the periods ended June 30,
1999 and 1998 have been  prepared by the Company without  audit.  In the opinion
of Management, all adjustments (which include only normal recurring adjustments)
necessary  to present  fairly the financial position,  results of operations and
cash flows at June 30, 1999 and for all periods presented have been made.

         For   information   concerning  the Company's   significant  accounting
policies and Basis of Presentation,  reference is made to  the Company's  Annual
Report on Form 10-K for the year ended September 30, 1998. Results of operations
for  the period ended  June 30, 1999  are  not  necessarily  indicative  of  the
operating  results to be expected for the full year and such results are subject
to year-end adjustment and independent audit.

         The  Consolidated  Financial  Statements  include  the  accounts of the
Company   and its  wholly  owned  subsidiaries.  All  significant  inter-company
accounts  and   transactions  have   been  eliminated   in  consolidation.   The
Consolidated  Statements  of Operations for  all  periods  reflect   the ongoing
operations of the Company.

         At the Annual  Meeting held June 2, 1999,  the  shareholders  voted for
and the  Board of  Directors  passed a  resolution  to change the Company's name
from  Biopharmaceutics,  Inc.  to  Feminique  Corp.  The Company's  Articles  of
Incorporation  were amended to  reflect the  name change which became  effective
June 28, 1999.  The Company's new ticker symbol on the NASDAQ Bulletin  Board is
FEMQ.


B.        Discontinued Operations

         On  December 11, 1998,  the Company  completed  the  sale of its wholly
owned  subsidiary,  Caribbean  Medical Testing Centers, Inc. ("CMT"),  which was
in the business of multi-phase specialty medical testing and laboratory services
throughout Puerto Rico.  Under the terms of the sale,  common  stock  of CMT was
sold for  $4,700,000,  payable as follows:  $600,000 to  be  held in  escrow for
specified outstanding taxes, $2,600,000 in cash and the waiver of the  Company's
guaranty  of a  $1,500,000  note held by the purchaser.  In addition and as part
of  its settlement  with  other  creditors,  the Company  settled an outstanding
indebtedness  to Dondo  Associates,  Inc. ("Dondo")  by assigning  $2,600,000 of
the cash  proceeds  from the CMT  sale to Dondo in exchange for the cancellation
of the Company's  outstanding  promissory note  (incurred  by the  Company  as a
result  of  the  acquisition of CMT) to Dondo totaling  $4,117,715  inclusive of
interest.  The results of  operations of CMT for the fiscal year ended September
30, 1998, have been classified as discontinued operations.

          In connection with the Company's restructuring plan, the manufacturing
operations of its generic  pharmaceutical product subsidiary  were  discontinued
effective September 30, 1998.  The  Company is presently liquidating  the entire
manufacturing operations.

          The   quarter   ended June 30, 1999   reflects   only  the  continuing
operations of the feminine hygiene product line.

          The  three  and  nine  month  numbers  for CMT and  the  manufacturing
operations  for  the  period  ended  June 30, 1998  have  been reclassified   as
discontinued operations.


                                       7
<PAGE>




Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS

          LIQUIDITY AND CAPITAL RESOURCES

          The Company has financed  its  operating  requirements,  for  the last
three years, primarily by the issuance of long and short-term debt,  convertible
debentures  or  notes  and the  sale  of  common  stock.  The  Company  incurred
$2,000,000 of long-term debt in fiscal 1996 for the  acquisition of the feminine
hygiene  product  line.  The payment of this note was  restructured  in December
1998. In fiscal 1997, the Company  incurred  long-term debt of $575,000 with the
issuance  of  Convertible  Debentures.  As of  September  30,  1998,  all  other
long-term  debt was converted to common stock,  repaid or canceled.  In December
1998,  the Board of Directors  authorized  the  issuance of Rule 144  restricted
shares of common stock in a private placement to raise up to $1,000,000 in order
to provide immediate and essential working capital.  As a result of this private
placement, the Company has raised $800,000:  $100,000 in December 1998, $500,000
in January 1999 and $200,000 in February  1999.  The Company also raised capital
from the  sales  of  common  shares,  the  proceeds  of  which  are as  follows:
$2,547,658  in Fiscal  1996,  $1,075,000  in Fiscal 1997 and  $182,556 in Fiscal
1998. As of June 30, 1999, the Company has cash of $149,055.

          With the  restructuring of the Company, the  feminine  hygiene branded
products have become the core business with which the  company  expects to grow.
The  brands,  which were  acquired in  March 1996,  have been  established  over
approximately  thirty  years  on  average  and  are  sold  under the brand names
Vaginex*, Koromex* and Feminique*. Sales of these  Brands are being made to food
and  drug store chains,  drug wholesalers,  domestic and overseas  distributors,
clinics and government  agencies.  The Company  expects to expand sales of these
brand names through increased advertising, new packaging for  existing  products
and aggressive sales marketing by the Company's new nationwide independent sales
representative, as well as new marketing  programs and products.

          The Company has implemented a  strategic business plan, the purpose of
which, among other things, is to increase revenues and enhance the  value of the
Company's  brands  through  targeting new and  existing  consumer  markets  with
innovative products, to be distributed under the Company's flagship brand names.
It is expected that this strategic  focus will result in substantially increased
sales.

          RESULTS OF OPERATIONS

          Revenues of continuing operations for the quarter ended June  30, 1999
were  $332,695  representing  a  decrease  over  revenues  of  $444,901  in  the
comparable  quarter  ended June 30,  1998.  For the nine  months  ended June 30,
1999 revenues were $1,671,700 versus $1,687,274  in the  comparable  nine months
of fiscal 1998.  Revenues for fiscal 1999 and 1998 remained fairly constant even
though the industry as a whole has been consolidating.

          Gross margins of continuing operations for the  quarter ended June 30,
 1999 were 39.5% compared to 42.6% in the same quarter in 1998. Gross margins of
continuing perations of the nine months ended June 30, 1999  were 57.9% compared
to 57.7% in the same period in 1998.  The net loss of continuing  operation  for
the third  quarter of fiscal  1999 was $123,193 or 37.0% compared to $308,421 or
69.3%  in 1998.  For  the  nine  months  ended  June 30, 1999  the  net  loss of
continuing operations was $190,586 or 11.4%  compared  to  $371,760  or 22.0% in
1998.  For the nine months ended June 30, 1999 the overall net loss was $190,586
compared to a net profit in 1998 of $413,626  which includes  income of $785,386
from discontinued operations.  The decrease in gross margin for the quarter from
continuing  operations  was  primarily due to the product mix and climate of the
industry.

          Selling, general and administrative expenses of  continuing operations
decreased  to  $303,560  from  $406,485  and $1,073,815  from $1,080,079 for the
quarter and nine months ended June 30, 1999 respectively.  The decrease in their
quarter  expenses was primarily due to Management's continuing efforts to reduce
costs.

          Interest  expense of continuing  operations for the quarter ended June
30, 1999 was  $55,468 compared to $44,153 in the same quarter in 1998.  For  the
nine months ended June 30,1999 interest expense was $152,611 versus $122,396 for
the same period in 1998.  The increase in interest  expense was primarily due to
the Company's note obligations which was restructured December 15, 1998.

*Registered Trademark


                                       8
<PAGE>



PART II   OTHER INFORMATION

Item 1.   Legal Proceedings

          On  July  28, 1998,  the  Company's  former  President  tendered   his
resignation  but remained  with  the Company  as  a  consultant.  The consulting
arrangement  was  terminated shortly  thereafter  by  the  Company.  The  former
President  commenced  an  action  on  September  15,  1998 against  the  Company
asserting non-payment of, among things,  salary  of  $23,000  and  fees  arising
from  a  consulting  agreement aggregating approximately  $94,000.  The  Company
has  been  vigorously  defending  this  lawsuit and has  filed counterclaims for
breach of contract and breach of fiduciary  duty. Due to  uncertainties inherent
in  litigation  and the  Company's intention to  pursue its  counterclaims, only
$23,000  of accrued payment has been provided for in the Consolidated  Financial
Statements.

          The Company  has accrued  estimated settlements  of pending litigation
aggregating $219,000 and recorded this amount  in its Consolidated Statements of
Operations for the year ended September 30, 1998. These claims are substantially
in   connection  with  alleged  legal  services   performed  and  disputes  over
merchandise   purchases.  As of June 30, 1999, $172,000 of  the  above mentioned
pending litigation have been settled.


Item 2.   Changes in Securities-Not applicable

Item 3.   Default upon Senior Securities-Not applicable

Item 4.   Submission of materials to a vote of security holders-Not applicable

Item 5.   Other information-Not applicable

Item 6.   Exhibits and Reports on Form 8-K-Not applicable





                                       9
<PAGE>




                                   SIGNATURES



     Pursuant to the  requirements  of Section 13 of the Securities and Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereto duly authorized.








                               /s/ Jonathan Rosen
                                 FEMINIQUE CORP.
                                   REGISTRANT

        By: JONATHAN ROSEN, Acting President and Chief Executive Officer







                                /s/ John J. Grein
                                  JOHN J. GREIN
                      Sr. Vice President-Finance/Secretary




Dated: July 30, 1999


                                       10
<PAGE>