UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                                     1-9370

                            (COMMISSION FILE NUMBER)

                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2003

                                       OR

                            [ ] FEMINIQUE CORPORATION

             (Exact Name of Registrant as Specified in the Charter)

         DELAWARE                                               13-3186327
(State of Other Jurisdiction                                (I.R.S. Employer
of Incorporation)                                        Identification Number)

                            140 Broadway, 46th Floor
                            New York, New York 10005
                                  212-858-7590

Check whether the Registrant (1) has filed all reports required by Section 13 or
15(d) of the Securities Exchange Act of 1934 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 [ ]

As of December 31, 2003, there were 49,994,267 shares of the Registrant's Common
Stock, $0.001 par value per share, outstanding.

          TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT YES [ ] NO [X]
          ------------------------------------------------------------


<PAGE>
<TABLE>
<CAPTION>
                              FEMINIQUE CORPORATION

                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2003


                                TABLE OF CONTENTS


<S>        <C>
PART I     FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & OPERATIONS

           RISK FACTORS

ITEM 3.    CONTROLS AND PROCEDURES

PART II    OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS

ITEM 3.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ITEM 4.    OTHER INFORMATION

ITEM 5.    EXHIBITS AND REPORTS ON FORM 8-K

SIGNATURE
</TABLE>




                                        2
<PAGE>
THIS  REPORT  CONTAINS  FORWARD-LOOKING  STATEMENTS  THAT  INVOLVE  RISKS  AND
UNCERTAINTIES.  SUCH  STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ASSUMPTIONS,
ESTIMATES  AND  PROJECTIONS ABOUT THE COMPANY AND ITS INDUSTRY.  FORWARD-LOOKING
STATEMENTS  ARE  SUBJECT  TO  KNOWN  AND  UNKNOWN RISKS, UNCERTAINTIES AND OTHER
FACTORS  THAT  MAY  CAUSE  ACTUAL  RESULTS,  LEVELS  OF  ACTIVITY,  PERFORMANCE,
ACHIEVEMENTS  AND  PROSPECTS  TO BE MATERIALLY DIFFERENT FROM THOSE EXPRESSED OR
IMPLIED  BY  SUCH  FORWARD-LOOKING  STATEMENTS.  THE  COMPANY  UNDERTAKES  NO
OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON EVEN
IF  NEW  INFORMATION  BECOMES AVAILABLE OR OTHER EVENTS OCCURRING IN THE FUTURE.




                                        3
<PAGE>
<TABLE>
<CAPTION>
                                     PART I
                                     ------

                              FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS


                     FEMINIQUE CORPORATION AND SUBSIDIARIES


        INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
              FOR THE THREE MONTHS ENDED DECEMBER 31, 2003 AND 2002



                                                          PAGE(S)
                                                          -------
<S>                                                       <C>

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED:

    Balance Sheet as of December 31, 2003 - Unaudited        5-6


    Statements of Operations For the Three Months Ended
    December 31, 2003 and 2002 - Unaudited                    7

    Statements of Cash Flows For the Three Months Ended
    December 31, 2003 and 2002 - Unaudited                    8

    Notes to Condensed Consolidated Financial Statements     9-16
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
                     FEMINIQUE CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEET - UNAUDITED
                                DECEMBER 31, 2003


                                     ASSETS


<S>                                                    <C>
CURRENT ASSETS
   Cash                                                $390,326
   Finance receivables                                  569,071
   Prepaid expenses and other current assets              5,316
                                                       --------

          TOTAL CURRENT ASSETS                          964,713
                                                       --------

TOTAL ASSETS                                           $964,713
                                                       ========
</TABLE>



     The accompanying notes are an integral part of the condensed consolidated
                              financial statements.


                                        5
<PAGE>
<TABLE>
<CAPTION>
                     FEMINIQUE CORPORATION AND SUBSIDIARIES
          CONDENSED CONSOLIDATED BALANCE SHEET - UNAUDITED (CONTINUED)
                                DECEMBER 31, 2003



                      LIABILITIES AND STOCKHOLDERS' DEFICIT

<S>                                                <C>
CURRENT LIABILITIES
   Accounts payable - Trade                        $    548,801
   Accrued expenses                                     123,508
   Notes payable                                      1,122,000
   Convertible debentures payable                       575,000
                                                   -------------

          TOTAL CURRENT LIABILITIES                   2,369,309
                                                   -------------


COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
   Common stock, par value $.001 per share;
       authorized 50,000,000 shares; issued
       shares; 49,994,267 shares                         49,994
   Additional paid-in capital                        34,995,077
   Accumulated deficit                              (35,505,055)
   Less: treasury stock, at cost (103,432 shares)      (944,612)
                                                   -------------

           TOTAL STOCKHOLDERS' DEFICIT               (1,404,596)
                                                   -------------

TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT                                            $    964,713
                                                   =============
</TABLE>


     The accompanying notes are an integral part of the condensed consolidated
                              financial statements.


                                        6
<PAGE>
<TABLE>
<CAPTION>
                     FEMINIQUE CORPORATION AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
              FOR THE THREE MONTHS ENDED DECEMBER 31, 2003 AND 2002




                                               2003          2002
                                           ------------  ------------
<S>                                        <C>           <C>
REVENUE - ROYALTIES AND OTHER              $    20,000   $    21,904
                                           ------------  ------------

COSTS AND EXPENSES
  Selling, general and administrative           78,442        50,000
                                           ------------  ------------
        TOTAL COSTS AND EXPENSES                78,442        50,000
                                           ------------  ------------

NET LOSS BEFORE OTHER INCOME                   (58,442)      (28,096)
                                           ------------  ------------

OTHER INCOME
  Interest income                                   60           794
                                           ------------  ------------
        TOTAL OTHER INCOME                          60           794
                                           ------------  ------------

NET LOSS
  BEFORE PROVISION FOR STATE INCOME TAXES      (58,382)      (27,302)
    Provision for state income taxes                 -             -
                                           ------------  ------------

NET LOSS                                   $   (58,382)  $   (27,302)
                                           ------------  ------------

BASIC AND DILUTED LOSS PER COMMON SHARE         (0.001)       (0.002)
                                           ============  ============

AVERAGE WEIGHTED OUTSTANDING SHARES
OF COMMON STOCK                             27,178,649    25,005,733
                                           ============  ============
</TABLE>


     The accompanying notes are an integral part of the condensed consolidated
                              financial statements.


                                        7
<PAGE>
<TABLE>
<CAPTION>
                     FEMINIQUE CORPORATION AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
              FOR THE THREE MONTHS ENDED DECEMBER 31, 2003 AND 2002


                                                  2003        2002
                                               ----------  ----------
<S>                                            <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                     $ (58,382)  $ (27,302)
ADJUSTMENTS TO RECONCILE NET LOSS TO
NET CASH (USED IN) OPERATING ACTIVITIES:

CHANGES IN CERTAIN ASSETS AND LIABILITIES:
  (Increase) Finance receivables                (569,071)
  (Decrease) Accounts payable - Trade            (29,575)    (81,010)
  Increase Accrued Expenses                       33,970           -
                                               ----------  ----------

      NET CASH (USED IN) OPERATING ACTIVITIES   (623,058)   (108,312)
                                               ----------  ----------


CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds of notes payable                      985,000           -
  Issuance of common stock                         7,100           -
                                               ----------  ----------

      NET CASH PROVIDED BY FINANCING ACTIVITIES  992,100           -


NET INCREASE (DECREASE) IN CASH                  369,042    (108,312)

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR     21,284     303,683
                                               ----------  ----------

CASH AND CASH EQUIVALENTS - END OF PERIOD      $ 390,326   $ 195,371
                                               ==========  ==========
</TABLE>


    The accompanying notes are an integral part of the condensed consolidated
                              financial statements.


                                        8
<PAGE>
                     FEMINIQUE CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002



NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          A.   THE COMPANY AND PRESENTATION

          The condensed consolidated unaudited interim financial statements
          included herein have been prepared by Feminique Corporation and
          Subsidiaries (the "Company") without audit, pursuant to the rules and
          regulations of the Securities and Exchange Commission (the "SEC").
          Certain information and footnote disclosures normally included in the
          financial statements prepared in accordance with accounting principles
          generally accepted in the United States of America have been condensed
          or omitted as allowed by such rules and regulations, and the Company
          believes that the disclosures are adequate to make the information
          presented not misleading. It is suggested that these condensed
          consolidated financial statements be read in conjunction with the
          September 30, 2003 audited consolidated financial statements and the
          accompanying notes thereto. While management believes the procedures
          followed in preparing these condensed consolidated financial
          statements are reasonable, the accuracy of the amounts are in some
          respects dependent upon the facts that will exist, and procedures that
          will be accomplished by the Company later in the year.

          The management of the Company believes that the accompanying unaudited
          condensed consolidated financial statements contain all adjustments
          (including normal recurring adjustments) necessary to present fairly
          the operations, changes in stockholders' equity (deficit), and cash
          flows for the periods presented.

          In August 2000, the Company and its subsidiary Quality Health
          Products, Inc. filed for reorganization under Chapter 11 of the United
          States bankruptcy Code which was confirmed July 28, 2003 (See Note 9).

          On November 25, 2003, the Company incorporated a wholly owned
          subsidiary Receivable Acquisition and Management Corp of New York
          ("Ram"). This corporation plans to purchase, manage and collect
          defaulted consumer receivables.

          B.   FINANCE RECEIVABLES

          The Company on December 15, 2003, acquired defaulted consumer
          receivable portfolios for $569,071 with a face value of $15,985,138.
          The Company will account for investments in consumer receivable
          portfolios, using the interest method in accordance with the AICPA's
          Practice Bulletin 6, "Amortization of Discounts on Certain Acquired
          Loans". This method recognizes income on the effective yield of such
          portfolios based on the actual cash collected during a period and
          future estimated cash flows and the timing of such collections and the
          purchase of such portfolios. Under this method, the Company will
          periodically apply a portion of the actual funds collected as a
          reduction in the principal amount invested in each specific portfolio
          and the remainder is recognized as finance income.


                                        9
<PAGE>
                     FEMINIQUE CORPORATION AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                           DECEMBER 31, 2003 AND 2002



NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED


          C.   PRINCIPLES OF CONSOLIDATION

          The condensed consolidated financial statements include the accounts
          of the Company and its subsidiaries. All significant intercompany
          accounts and transactions have been eliminated in consolidation.

          D.   REVENUE RECOGNITION

          Royalties are recognized where earned.

          E.   DEPRECIATION AND AMORTIZATION

          The Company in 1999 amortized its intangible asset on the
          straight-line method over its estimated useful live of twenty years.
          Beginning in 2000, the Company depreciated its property and equipment
          on the straight-line method for financial reporting purposes. The
          Company adopted FASB 142 which recognizes accounting treatment for
          goodwill and other intangibles (See Note 3). For tax reporting
          purposes, the Company uses the straight-line or accelerated methods of
          depreciation.

          Expenditures for maintenance, repairs, renewals and betterments are
          reviewed by management and only those expenditures representing
          improvements to plant and equipment are capitalized. At the time plant
          and equipment are retired or otherwise disposed of, the cost and
          accumulated depreciation accounts and the gain or loss on such
          disposition is reflected in operations.

          F.   DEFERRED INCOME TAXES

          Deferred income taxes are provided based on the provisions of SFAS No.
          109, "Accounting for Income Taxes" ("SFAS 109"), to reflect the tax
          effect of differenced in the recognition of revenues and expenses
          between financial reporting and income tax purposes based on the
          enacted tax laws in effect at December 31, 2003 and 2002.

          G.   EARNINGS (LOSS) PER SHARE OF COMMON STOCK

          Historical net income (loss) per common share is computed using the
          weighted-average number of common shares outstanding. Diluted earnings
          per share (EPS) includes additional dilution from common stock
          equivalents, such as stock issuable pursuant to the exercise of stock
          options and warrants. Common stock equivalents were not included in
          the computation of diluted earnings per share when the Company
          reported a loss because to do so would be antidilutive for periods
          presented.


                                       10
<PAGE>
                     FEMINIQUE CORPORATION AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                           DECEMBER 31, 2003 AND 2002


NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED


          H.   EARNINGS (LOSS) PER SHARE OF COMMON STOCK, CONTINUED

          The following is a reconciliation of the computation for basic and
          diluted EPS:

<TABLE>
<CAPTION>
                                            December 31,    December 31,
                                                2003            2002
                                           --------------  --------------
<S>                                        <C>             <C>
          Net loss                         $     (58,382)  $     (27,032)

          Weighted-average common shares
          Outstanding (Basic)                 27,178,649      25,005,733

          Weighted-average common stock
          Equivalents
            Stock options                              -               -
            Warrants                                   -               -
                                           --------------  --------------

          Weighted-average common shares
          Outstanding (Diluted)               27,178,649      25,005,733
                                           ==============  ==============
</TABLE>

          I.   RECENT ACCOUNT PRONOUNCEMENTS

          In June 2001, the FASB issued Statement No. 142 "Goodwill and Other
          Intangible Assets". This Statement addresses financial accounting and
          reporting for acquired goodwill and other intangible assets and
          supersedes APB Opinion No. 17, Intangible Assets. It addresses how
          intangible assets that are acquired individually or with a group of
          other assets (but not those acquired in a business combination) should
          be accounted for in financial statements upon their acquisition. This
          Statement also addresses how goodwill and other intangible assets
          should be accounted for after they have been initially recognized in
          the consolidated financial statements.


                                       11
<PAGE>
                     FEMINIQUE CORPORATION AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                           DECEMBER 31, 2003 AND 2002



NOTE 2 -  BASIS OF PREPARATION - GOING CONCERN

          The Company has incurred net losses from continuing operations of
          $58,382 and $27,302 for the three months ended December 31, 2003 and
          2002, respectively, and has a deficit of $35,505,055 at December 31,
          2003. In conjunction with restructuring, the Company in August 2000
          filed for reorganization under Chapter 11 of the United States
          bankruptcy Code and had its order confirming reorganization dated July
          28, 2003 (See Note 9). The Company is a going concern.

          There is no guarantee that the Company will be able to raise enough
          capital, generate revenues or executive its reorganization plan to
          sustain its operations.

          Management is currently executing the post reorganization plan, and
          will continue to seek capital.

NOTE 3 -  INTANGIBLE ASSETS

          Intangible assets represented assets acquired from London
          International US Holdings, Inc., now known as SSL Americans Inc.,
          comprising of trademarks, trade names and a customer base. These
          assets, which were purchased in 1996 through one of the Company's
          subsidiaries for $3,600,000 included four branded consumer product
          line (namely Koromex, Koroflex, Vaginex and Feminique). The
          obligations bore interest at 9.5% per annum and in the event of
          default, the entire unpaid balance becomes due and payable on
          trademarks and trade name purchased.

          The Company on July 12, 2002 entered into an asset purchase sale with
          Clay park labs, Inc. In this sale, the Company sold certain U.S. and
          foreign patents, trademarks, trademark applications, goodwill,
          customer lists, supplier lists, and technology. The Company understood
          that SSL Americans and LRC North America (LRC) held a first and second
          secured interest in the assets. Therefore, in consideration for the
          release of such security interest, the Company assigned the rights to
          the assets to SSL and LRC under the approval of the United States
          Bankruptcy Court (See Note 9). The Company on May 4, 2000 had executed
          a license agreement with Clay Park Health Products, Inc. to distribute
          its products worldwide. Clay Park Health Products, Inc. assigned that
          license to Clay Park Labs, Inc. The Company at July 12, 2002 valued
          its intangible assets at the value of $1,700,076, which was equivalent
          to the long-term debt it owed to SSL Americas Inc. and certain
          unsecured debt of $360,000.


                                       12
<PAGE>
                     FEMINIQUE CORPORATION AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                           DECEMBER 31, 2003 AND 2002


NOTE 3 -  INTANGIBLE ASSETS, CONTINUED

          The  components  of intangible assets as of December 31, 2003 and 2002
          are  as  follows:

<TABLE>
<CAPTION>
                                                DECEMBER 31,    DECEMBER 31,
                                                    2003            2002
                                                -------------  --------------
<S>                                             <C>            <C>
     Trademarks, tradenames, and customer
       base acquired from London International  $           -  $   3,771,425
     Less:  accumulated amortization                        -     (2,071,349)
                                                -------------  --------------

                                                            -      1,700,076

     Asset sold July 12, 2002                               -     (1,700,076)
                                                -------------  --------------

                                                $           -  $           -
                                                =============  ==============
</TABLE>

NOTE 4 -  NOTES PAYABLE

          A.   On September 15, 1999, the Company borrowed $100,000 from a
               shareholder, evidenced by a convertible promissory note bearing
               interest at 8% per annum with interest payments due on October
               31, 1999, March 31, 2000 and June 1, 2000, the maturity date of
               this note. This note is in default and classified as a current
               liability. Upon approval of authorization of additional shares in
               accordance with the bankruptcy reorganization, the Company plans
               to issue common stock in exchange for discharge of debt.

          B.   On January 16, 2000, the Company borrowed an additional $37,000,
               the terms and conditions of which are similar to those of the
               preceding $100,000 note. This note is in default and classified
               as a current liability. Upon approval of authorization of
               additional shares in accordance with the bankruptcy
               reorganization, the Company plans to issue common stock in
               exchange for discharge of debt.

          C.   On December 2, 2003, the Company borrowed an additional $165,000
               from a shareholder, evidenced by a convertible promissory note
               bearing interest at 7% per annum. The note is due on or before
               January 2, 2005. This note is classified as a short-term note as
               the holder may convert at their discretion.


                                       13
<PAGE>
                     FEMINIQUE CORPORATION AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                           DECEMBER 31, 2003 AND 2002


NOTE 4 -  NOTES PAYABLE, CONTINUED

          D.   On October 2, 2003, the Company borrowed an additional $20,000
               from Artemis Equity Hedge Fund Ltd, evidenced by a convertible
               promissory note bearing interest at 7% per annum. The note is due
               on or before March 30, 2004. This note is classified as a
               short-term note as the holder may convert at their discretion.

          E.   On December 11, 2003, the Company borrowed an additional $800,000
               from Artemis Equity Hedge Fund Ltd, evidenced by a convertible
               promissory note bearing interest at 5% per annum. The note is due
               on or before March 31, 2004. This note is classified as a
               short-term note as the holder may convert at their discretion.
               The note may be exchanged into convertible preferred stock with a
               10% dividend. The preferred stock is convertible at $1 per share.

NOTE 5 -  CONVERTIBLE DEBENTURES PAYABLE

          The $575,000 of convertible debentures outstanding at December 31,
          2002 mature by June 2002, with optional redemptions available in May
          or June 2000 at 105% of par. Interest of the debentures accrues at 10%
          per annum and is payable in cash or stock, at the Company's option, on
          a quarterly basis. The debentures can be converted at the holder's
          option into the Company's common stock in its entirety, or in
          multiples of $1,000, at conversion prices equal to the greater of $.54
          per share of 75% of the closing price per share over the five
          consecutive trading days immediately prior to the date of exercising
          the conversion right. At September 30, 2000 and 1999, the Company was
          not in compliance with its interest payments on the debentures. As a
          result thereof, the accompanying consolidated financial statements at
          December 31, 2003 and 2002 reflect the convertible debentures payable
          as a current liability. Upon approval of authorization of additional
          shares in accordance with the bankruptcy reorganization, the Company
          plans to issue common stock in exchange for discharge of debt.

NOTE 6 -  STOCK OPTIONS

          In 1993, the Company adopted a stock option plan under which selected
          eligible key employees of the Company are granted the opportunity to
          purchase shares of the Company's common stock. The plan provides that
          750,000 shares of the Company's authorized common stock be reserved
          for issuance under the plan as either incentive stock options or
          non-qualified options. Options are granted at prices not less than 100
          percent of the fair market value at the date of grant and are
          exercisable over a period of ten years or a long as that person
          continues to be employed or serve on the Board of Directors, whichever
          is shorter. Under the 1993 plan, no options may be granted subsequent
          to January 5, 2003. At December 31, 2003, the Company had no options
          outstanding under this plan.


                                       14
<PAGE>
                     FEMINIQUE CORPORATION AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                           DECEMBER 31, 2003 AND 2002


NOTE 6 -  STOCK OPTIONS, CONTINUED

          In March 1997, the Company adopted a qualified stock option plan
          entitled the 1997 Employee and Consultant Stock Option Plan and a
          separate 1997 Non-qualified Stock Option Plan (the "Plans"). The plans
          reserved for future issuance to a total of 6,500,000 shares and
          720,000 shares, respectively. The annual meeting stockholders on July
          29,1998 voted to cancel the 1997 stock option plans and all
          outstanding options related thereto.

NOTE 7 -  INCOME TAXES

          The Company, as of December 31, 2003, has available approximately
          $23,000,000 of net operating loss carry forwards to reduce future
          Federal and State income taxes. Since there is no guarantee that the
          related deferred tax asset will be realized by reduction of taxes
          payable on taxable income during the carry forward period, a valuation
          allowance has been computed to offset in its entirety the deferred tax
          asset attributable to this net operating loss in the amount of
          approximately $8,970,000. The amount of the valuation allowance is
          reviewed periodically.

NOTE 8 -  COMMON STOCK

          The Company issued 24,988,534 shares of common stock for $7,178 to
          exercise existing warrants.

NOTE 9 -  PLAN OF REORGANIZATION

          On July 28, 2003 the United States Bankruptcy Court Eastern District
          of New York, confirmed and approved a plan of reorganization for the
          Company. Its subsidiary, Quality Health Products, Inc. had received
          their order confirming its plan of reorganization on January 29, 2003.

          The Company, in anticipation of reorganizing on July 12, 2002, entered
          into an asset purchase agreement whereby its sold without limitations
          the rights to all the assets used in connection with its feminine
          hygiene business. The aggregate purchase price was the satisfaction of
          certain debt of $340,308 due the purchaser, Clay Park Labs, Inc.,
          which was the pre-petition debt, and an amount not less than $350,000
          and not more than $1,500,000 (Additional purchase price). The
          additional purchase price is based on applicable percentages of net
          sales of the purchaser of feminine hygiene products sold. The company
          also recognized $1,700,076, which represented the debt exchanged for
          the rights to the assets. The agreement is for 5 years expiring July
          12, 2007. The Company pursuant to the bankruptcy order, assigned the
          purchase price and collateral to its secured creditors. The Company
          acknowledged that LRC North America and SSL Americas, Inc. held a
          first and second priority interest in the assets and in consideration
          for the release of the security interest assigned its interest in the
          agreement.

          The plan of reorganization acknowledges that Matterhorn Holdings, Inc.
          ('Matterhorn") contributed additional cash of $7,178 necessary to fund
          payments for administrative costs and secured creditors. In exchange
          for the cash contributions, the Company issued 24,988,534 of common
          stock.


                                       15
<PAGE>
                     FEMINIQUE CORPORATION AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                           DECEMBER 31, 2003 AND 2002


NOTE 10 - COMMITMENTS AND CONTINGENCIES

          The company has filed a Form 14-C with the Securities and Exchange
          Commission that the authorized shares be increased to 75,000,000 in
          order to implement the Plan of Reorganization which requires the
          issuance of 23,344,085 shares of common stock to creditors.

ITEM 2.

     MANAGEMENTS'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                                   OPERATIONS.

THE FOLLOWING DISCUSSIN SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S
FINANCIAL STATEMENTS AND THE NOTES TO THOSE STATEMENTS AND OTHER FINANCIAL
INFORMATION APPEARING ELSEWHERE IN THIS REPORT.

Cautionary Statements Pursuant to Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995:

This report contains forward-looking statements within the meaning of the
federal securities laws. These forward-looking statements involve risks,
uncertainties and assumptions that, if they never materialize or prove
incorrect, could cause the results of the Company to differ materially from
those expressed or implied by such forward-looking statements. All statements,
other than statements of historical fact, are forward-looking statements,
including statements regarding overall trends, gross margin trends, operating
cost trends, liquidity and capital needs and other statements of expectations,
beliefs, future plans and strategies, anticipated events or trends, and similar
expressions concerning matters that are not historical facts. The risks,
uncertainties and assumptions referred to above may include the following:

     -    changes in the business practices of credit originators in terms of
          selling defaulted consumer receivables or outsourcing defaulted
          consumer receivables to third-party contingent fee collection
          agencies;

     -    changes in government regulations that affect the Company's ability to
          collect sufficient amounts on its acquired or serviced receivables;

     -    the Company's ability to retain the services of recovery partners;

     -    changes in the credit or capital markets, which affect the Company's
          ability to borrow money or raise capital to purchase or service
          defaulted consumer receivables;

     -    the degree and nature of the Company's competition; and

     -    the risk factors listed from time to time in the Company's filings
          with the Securities and Exchange Commission.

OVERVIEW

The Company ceased operations on August 2003 and filed a Chapter 11 petition in
the United States Bankruptcy Court for the Eastern District of New York. The
order was confirmed July 28, 2003. The company brought in a new management team


                                       16
<PAGE>
during the quarter in order to implement a new business strategy. The Company is
now engaged in purchase and recovery of defaulted consumer receivables. It has
raised $985,000 in capital and has begun executing on the new business plan.

RESULTS OF OPERATIONS


REVENUE

The company generated $20,000 in revenue during the quarter. The revenue
constituted the last royalty payment from Clay Park Labs, Inc.

OPERATING EXPENSES

     Total operating expenses were $58,382 for the three months ended December
31, 2003, an increase of $31,080 or compared to total operating expenses of
$27,302 for the three months ended December 31, 2002.

Compensation and Employee Services

     The Company did not incur any compensation and employee services expenses
for the three months.

Legal and other Fees and Services

     Legal and other fees and services expenses were $55,062 for the three
months ended December 31, 2003. These expenses are largely attributable to
completing prior year audits, implementing the court approved bankruptcy plan
and completing the reporting requirements for SEC.

Rent and Occupancy

     Rent and occupancy expenses were $2,550 for the three months ended December
31, 2003. The company did not have such expense for the three months ended
December 31, 2002. The increase was attributable to newly leased space which
serves as Corporate Headquarter.

Depreciation

     The Company did not record any depreciation expense for the three months
ended December 31, 2003.

Interest Income

     Interest income was $60 for the three months ended December 31, 2003.


PURCHASE OF DEFAULTED RECEIVABLES

     During the three months ended December 31, 2003, the Company acquired
defaulted consumer receivables portfolios with an aggregate face value amount of
$15,985,138 at a cost of $569,071. This is the Company's first purchase under
the new business strategy being implemented by the new management. The Company
did not receive any cash recoveries during the quarter.


                                       17
<PAGE>
Portfolio Data

The following table shows the Company's portfolio buying activity during the
quarter, among other things, the purchase price, actual cash collection s and
estimated cash collection as of December 31, 2003.

<TABLE>
<CAPTION>
PURCHASE PERIOD    PURCHASE PRICE(1)     ACTUAL CASH COLLECTIONS      ESTIMATED
                                         INCLUDING CASH SALES (2)   COLLECTIONS (3)
<S>              <C>                     <C>                       <C>
12/31/2003       $          569,070                   -0-           $   1,991,745
</TABLE>


(1)     Purchase price refers to the cash paid to a seller to acquire defaulted
receivables, plus certain capitalized expenses, less the purchase price refunded
by the seller due to the return of non-compliant accounts (also defined as
buybacks). Non-compliant refers to the contractual representations and
warranties between the seller and the Company. These representations and
warranties from the sellers generally cover account holders' death or bankruptcy
and accounts settled or disputed prior to sale. The seller can replace or
repurchase these accounts.

(2)     Actual cash collections net of recovery cost.

(3)     Total estimated collections refers to the actual cash collections,
including cash sales, plus estimated remaining collections.


When the Company acquires a portfolio of defaulted receivables, it estimates the
expected recovery of the portfolio. A 60 month projection of cash collections is
created for each portfolio. Only after the portfolio has established probable
and estimable performance in excess of projections will estimated remaining
collections be increased. If actual cash collections are less than the original
forecast, the Company will conservatively lower the estimate remaining
collections.

Recovery Partners

The  company  outsources  all its recovery activities to carefully selected debt
collection  agencies  with specific collection expertise. The average contingent
collections  fee  is  30%  which  rises  during  the  later  years  of recovery.

Seasonality

Collections tend to be higher in the first and second quarters of the year and
lower in the third and fourth quarter of the year, due to consumer payment
patterns in connection with seasonal employment, income tax refunds and holiday
spending habits.

Currency Risk

The  Company  plans  to  acquire  defaulted  receivable portfolios in the United
Kingdom  and  such  purchase  may  expose the company to adverse currency risks.

LIQUIDITY AND CAPITAL RESOURCES

During  the  quarter  the  company raised $185,000 for working capital through a
convertible  note  offering  to  an  affiliate  to the Company. It has raised an
additional  $800,000  from  an  offshore  fund  through  a  convertible  note
exchangeable into convertible preferred upon authorization of preferred stock by
the  shareholders  of  the Company at the next Shareholders meeting. The company
has  earmarked  the proceeds for acquisition of portfolios. The Company had used
$569,071  to  acquire  one portfolio and has committed the balance to acquire an
additional portfolio. The Company believes that funds generated from operations,
together  with  existing  cash  will  be  sufficient  to finance its operations.


                                       18
<PAGE>
Cash generated from operations is depended upon the Company's ability to collect
on  its  defaulted  consumer  receivables.  Many factors, including the economy,
purchase  price and the Company's ability to retain the services of its recovery
partners,  are  essential  to generate cash flows. Fluctuations in these factors
that  cause  a  negative  impact on the Company's business could have a material
negative impact on its expected future cash flows. The Company had not generated
any  cash  flows  during  the  quarter  ended  December  31, 2003. The Company's
investing  activities  used  cash  of  $569,071  during  the  three months ended
December  31, 2003. The Company's financing activities provided cash of $985,000
during  the  three  month  ended  December  31,  2003.

The Company did not pay any cash for interest expense for the three months ended
December 31, 2003.

The Company is currently operating under its wholly owned subsidiary, Receivable
Acquisition  and  Management  Corp  of  New  York.

Contractual Obligation

The Company entered into a 12 month lease with H&Q Global Services at $2,550 per
month.


RECENT ACCOUNTING PRONOUNCEMENTS

In  October  2003, the American Institute of Certified Public Accountants issued
Statement of Position ("SOP") 03-03, "Accounting for Loans or Certain Securities
Acquired  in  a  Transfer."  This  SOP  proposes  guidance  on  accounting  for
differences  between  contractual  and  expected  cash  flows from an investor's
initial  investment  in loans or debt securities acquired in a transfer if those
differences  are  attributable, at least in part, to credit quality. This SOP is
currently  under review by the Financial Accounting Standards Board. If this SOP
becomes  effective,  it  will  have an effective date for companies whose fiscal
years  end  on  or  after  December  15,  2004.  Management is in the process of
evaluating  this  statement's  impact  on  the  Company.

CRITICAL ACCOUNTING POLICY

The  Company utilizes the interest method under guidance provided by the AICPA's
Practice Bulletin 6 to determine income recognized on finance receivables. Under
this  method,  each  static  pool  of  receivables  it acquires is statistically
modeled  to  determine  its  projected  cash  flows. A yield is then established
which,  when  applied  to the outstanding balance of the receivables, results in
the  recognition of income at a constant yield relative to the remaining balance
in  the  pool. Each pool is analyzed monthly to assess the actual performance to
that  expected  by  the  model.  If differences are noted, the yield is adjusted
prospectively  to  reflect  the  estimate  of  cash  flows.


                                  RISK FACTORS

    IN ADDITION TO OTHER INFORMATION IN THIS REPORT, YOU SHOULD CONSIDER THE
     FOLLOWING RISK FACTORS CAREFULLY.  THESE RISKS MAY IMPAIR THE COMPANY'S
   OPERATING RESULTS AND BUSINESS PROSPECTS AS WELL AS THE MARKET PRICE OF THE
                             COMPANY'S COMMON STOCK.

      RISKS RELATED TO THE COMPANY'S FINANCIAL CONDITION AND BUSINESS MODEL


                                       19
<PAGE>
 THE COMPANY'S LIQUIDITY IS LIMITED AND IT MAY NOT BE ABLE TO OBTAIN SUFFICIENT
                           FUNDS TO FUND ITS BUSINESS

The  Company's  cash is currently very limited and may not be sufficient to fund
future  operations.  These  factors  may  make  the  timing,  amount,  terms and
conditions of additional financing unattractive for the Company.  If the Company
is  unable  to raise additional capital, any future operations could be impeded.
If  the  Company  obtains additional funding, the issuance of additional capital
stock  may  be  dilutive  to  the  Company's  stockholders.

       THE COMPANY HAS RECEIVED A GOING CONCERN OPINION FROM ITS AUDITORS

The  Company's  consolidated  financial  statements  have  been  prepared on the
assumption  that  the  Company  will continue as a going concern.  The Company's
independent  auditors have issued a report dated December 5, 2003, that includes
an  explanatory  paragraph  stating  the  Company's  lack  of revenue generating
activities  and  substantial  operating  deficits,  among  other  things,  raise
substantial  doubt  about  the Company's ability to continue as a going concern.

            THE COMPANY MAY NOT BE ABLE TO RAISE ADDITIONAL CAPITAL

There  is  no assurance that the Company will be able to raise capital on a debt
or  equity  basis,  or  obtain  other  means  of  financing.

    THE COMPANY'S STOCK PRICE HAS DECLINED SIGNIFICANTLY AND MAY NOT REBOUND

The  market for the common stock is essentially non-existent and there can be no
assurance  that  the  Company's  stock  price  will  rebound.


          PENNY STOCK REGULATIONS AND REQUIREMENTS FOR LOW PRICED STOCK

The  SEC  adopted  regulations  which generally define a "penny stock" to be any
non-Nasdaq equity security that has a market price of less than $5.00 per share,
subject  to  certain  exceptions.  Based  upon  the price of the Common Stock as
currently  traded  on  the pink sheets, the Company's Common Stock is subject to
Rule  15g-9  under  the  Exchange  Act  which  imposes additional sales practice
requirements  on  broker-dealers  which  sell  securities  to persons other than
established  customers  and "accredited investors."  For transactions covered by
this rule, a broker-dealer must make a special suitability determination for the
purchaser  and  have  received  a purchaser's written consent to the transaction
prior  to  sale.  Consequently,  this  rule  may  have  a negative effect on the
ability  of  stockholders  to sell common shares of the Company in the secondary
market.


ITEM 3.   CONTROLS AND PROCEDURES

          The  Company  maintains  disclosure  controls  and procedures that are
designed  to  ensure  that information required to be disclosed in the Company's
Exchange  Act reports is recorded, processed, summarized and reported within the
time  periods  specified  in  the Securities and Exchange Commission's rules and
forms,  and  that  such  information  is  accumulated  and  communicated  to the
Company's  management, including its Chief Executive Officer, as appropriate, to
allow  timely  decisions  regarding  required  disclosure.  In  designing  and
evaluating  the  disclosure  controls and procedures, management recognized that
any  controls  and  procedures,  no  matter  how well designed and operated, can
provide  only  reasonable assurance of achieving the desired control objectives,
and  management necessarily was required to apply its judgment in evaluating the
cost-benefit  relationship  of  possible  controls  and  procedures.


                                       20
<PAGE>
     Within 30 days prior to the date of this report, the Company carried out an
evaluation,  under  the  supervision and with the participation of the Company's
management,  including  the  Company's Chief Executive Officer and the Company's
Chief  Financial  Officer,  of  the  effectiveness  of  the Company's disclosure
controls  and  procedures  pursuant  to  Exchange  Act Rule 13a-14. Based on the
foregoing,  the  Company's  Chief  Executive Officer and Chief Financial Officer
concluded  that  the Company's disclosure controls and procedures were effective
in  timely alerting the Company's management to material information relating to
the  Company  required  to  be  included  in the Company's Exchange Act reports.

     There  have  been no significant changes in the Company's internal controls
or  in  other  factors  that  could  significantly  affect the internal controls
subsequent  to  the  date  the  Company  completed  its  evaluation.


              CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
              ----------------------------------------------------

No  changes in the Company's internal control over financial reporting have come
to  management's  attention  during  the Company's last fiscal quarter that have
materially  affected, or are likely to materially affect, the Company's internal
control  over  financial  reporting.


                                     PART II
                                     -------


                                OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

The Company is not a party to any pending legal proceedings nor is any of the
Company's property the subject of any pending legal proceedings.

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

ITEM 4.     OTHER INFORMATION

GOING CONCERN

The  Company  has  incurred  recurring  operating  losses  and does not have any
revenue  generating  activities.  These conditions raise substantial doubt about
the  Company's  ability  to  continue  as  a  going concern.  If at any time the
Company determines that it does not have sufficient cash in order to execute the
foregoing  strategy,  then  the Company intends to endeavor to obtain additional
equity  or  other  funding,  if  it  is able to do so.  However, there can be no
assurance that the Company will be able to raise additional funding necessary to
operate.  See "RISK FACTORS - Risks Related to the Company's Financial Condition
and  Business  Model".

REGISTRATION OF SECURITIES

The  Company  appears  to  be  a  blank check company, as defined by Rule 419 of
Regulation  C,  promulgated  under the Securities Act.  Generally, a blank check
company  is  a  development  stage company that has no specific business plan or
purpose,  or  is seeking to merge with or acquire an unidentified target, and is
issuing  "penny  stock".  So  long  as the Company continues to be a blank check
company any registration statement filed by the Company will need to comply with
Rule  419.


                                       21
<PAGE>
ITEM 5.   EXHIBITS AND REPORTS ON FORM 10QSB

     (a)  Exhibits:

          Exhibit
          Number          Description
          ------          -----------

          31.1            Certification pursuant to Exchange Act
                          Rules 13a-14 and 15d-14 as adopted
                          pursuant to Section 302 of the
                          Sarbanes-Oxley Act of 2002.

          32.1            Certification pursuant to 18 U.S.C.
                          Section 1350, as adopted pursuant to Section
                          302 of the Sarbanes-Oxley Act of 2002.

     (b)  Reports for 8-K
          None

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the Company has caused
     this report to be signed by the undersigned, thereunto duly authorized.

                                    FEMINIQUE CORPORATION
                                    ---------------------

Date:  February 14, 2004

                                By:  /s/  Max Khan
                                     -------------
                                     Max Khan
                                     Chief Executive Officer
                                     Chief Financial Officer


                                       22
<PAGE>