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

                                     0-17750

                            (COMMISSION FILE NUMBER)

                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2002

                                       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

               (Address, including zip code, and telephone number,
                  of registrant's principal executive offices)

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 4, 2003, there were 25,005,733 shares of the Registrant's Common
Stock, $0.001 par value per share, outstanding.

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


<PAGE>
                              FEMINIQUE CORPORATION
                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2002


                                TABLE OF CONTENTS


PART I      FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

            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.     DEFAULTS UPON SENIOR SECURITIES

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ITEM 5.     OTHER INFORMATION

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

SIGNATURES


<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, 2002 AND 2001




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

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED:

     Balance Sheet as of December 31, 2002 - Unaudited                5


     Statements of Income (Operations) For the Three Months Ended
     December 31, 2002 and 2001 - Unaudited                           7


     Statements of Cash Flows For the Three Months Ended
     December 31, 2002 and 2001 - Unaudited                           8

     Notes to Condensed Consolidated Financial Statements             9
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
                     FEMINIQUE CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEET - UNAUDITED
                                DECEMBER 31, 2002


                                     ASSETS


<S>                                                                     <C>
CURRENT ASSETS
   Cash                                                                 $195,371
   Prepaid expenses and other current assets                               5,316
                                                                        --------

          TOTAL CURRENT ASSETS                                           200,687
                                                                        --------



TOTAL ASSETS                                                            $200,687
                                                                        ========
</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, 2002



                      LIABILITIES AND STOCKHOLDERS' DEFICIT


<S>                                                                <C>
CURRENT LIABILITIES
   Accounts payable - Trade                                        $    756,056
   Accrued expenses                                                      89,538
   Notes payable                                                        137,000
   Convertible debentures payable                                       575,000
                                                                   -------------

          TOTAL CURRENT LIABILITIES                                   1,557,594
                                                                   -------------


COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
   Common stock, par value $.001 per share;
       authorized 50,000,000 shares; issued
       shares; 25,005,733 shares                                         25,005
   Additional paid-in capital                                        35,012,966
   Accumulated deficit                                              (35,450,266)
   Less: treasury stock, at cost (103,432 shares)                      (944,612)
                                                                   -------------

           TOTAL STOCKHOLDERS' DEFICIT                               (1,356,907)
                                                                   -------------

TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT                                                            $    200,687
                                                                   =============
</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 INCOME (OPERATIONS) - UNAUDITED
              FOR THE THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001



                                                           2002         2001
                                                       ------------  -----------
<S>                                                    <C>           <C>
REVENUE - ROYALTIES                                    $    21,904   $    35,459
                                                       ------------  -----------

COSTS AND EXPENSES
    Selling, general and administrative                     50,000            45
                                                       ------------  -----------
              TOTAL COSTS AND EXPENSES                      50,000            45
                                                       ------------  -----------

NET INCOME (LOSS) BEFORE OTHER INCOME                      (28,096)       35,414
                                                       ------------  -----------

OTHER INCOME
    Other income                                               794           645
                                                       ------------  -----------
              TOTAL OTHER INCOME                               794           645
                                                       ------------  -----------

NET INCOME (LOSS)
  BEFORE PROVISION FOR STATE INCOME TAXES                  (27,302)       36,059
     Provision for state income taxes                            -             -
                                                       ------------  -----------

NET INCOME (LOSS)                                      $   (27,302)  $    36,059
                                                       ============  ===========

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

AVERAGE WEIGHTED OUTSTANDING SHARES
OF COMMON STOCK                                         25,005,733    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, 2002 AND 2001



                                                                   2002       2001
                                                                ----------  ---------
<S>                                                             <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income (Loss)                                             $ (27,302)  $ 36,059
ADJUSTMENTS TO RECONCILE NET INCOME( LOSS) TO
NET CASH PROVIDED BY( USED IN )OPERATING ACTIVITIES:

CHANGES IN CERTAIN ASSETS AND LIABILITIES:
   Accounts payable - Trade                                       (81,010)    (7,371)
                                                                ----------  ---------

          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES    (108,312)    28,688
                                                                ----------  ---------


NET INCREASE (DECREASE) IN CASH                                  (108,312)    28,688

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                     303,683    143,066
                                                                ----------  ---------

CASH AND CASH EQUIVALENTS - END OF PERIOD                       $ 195,371   $171,754
                                                                ==========  =========
</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, 2002 AND 2001



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, 2002 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 June 1999, Biopharmaceutics, Inc. (the "Company"), pursuant to a
          meeting of the Board of Directors, adopted a resolution and filed a
          Certificate of Amendment to the Certificate of Incorporation and
          changed the name of the Company to Feminique Corporation.

          The Company, after its restructuring in 1998 (Note 2) became a
          distributor of consumer feminine hygiene and family planning products
          which are sold nationwide in major chain stores, distributors and
          wholesalers.

          In August 2000, the Company and its only operating 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 10).


                                        9
<PAGE>
          B.   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.

          C.   REVENUE RECOGNITION

          Royalties are recognized where earned.

          D.   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.

          E.   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, 2002 and 2001.

          F.   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, 2002 AND 2001



NOTE 1-   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED


          F.   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,
                                                        2002           2001
                                                   --------------  -------------
<S>                                                <C>             <C>
     Net income (loss)                             $     (27,032)  $      36,059

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

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

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

          G.   RECLASSIFICATION

          Certain amounts in the December 31, 2001 financial statements have
          been reclassified to conform with the December 31, 2002 presentation.
          The reclassifications did not effect income or loss.

          H.   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>
NOTE 2-   BASIS OF PREPARATION - GOING CONCERN

          The Company has incurred net income(losses) from continuing operations
          of $(27,032) and 36,059 for the three months ended December 31, 2002
          and 2001, respectively, and has a deficit of $1,356,907 at December
          31, 2002. 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 10). 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 plans to execute its reorganization and seek means of
          financing through investors and seek a potential merger.

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 10). 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, 2002 AND 2001



NOTE 3-   INTANGIBLE ASSETS, CONTINUED

          The components of intangible assets as of December 31, 2002 and 2001
          are as follows:

<TABLE>
<CAPTION>
                                                   DECEMBER 31,    DECEMBER 31,
                                                       2002            2001
                                                  --------------  --------------
<S>                                               <C>             <C>
     Trademarks, tradenames, and customer
       base acquired from London International    $   3,771,425   $   3,771,425
     Less:  accumulated amortization                 (2,071,349)     (2,071,349)
                                                  --------------  --------------

                                                      1,700,076       1,700,076

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

                                                  $           -   $   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.

          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.

          Both notes are in default and were listed as obligations in the
          Company's filing for reorganization on August 2000.


                                       13
<PAGE>
          The Company's plan in bankruptcy reorganization as filed in August
          2000 stopped the accrual of additional interest on these notes.


NOTE 5   LONG-TERM DEBT

          Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                    DECEMBER 31,    DECEMBER 31,
                                                        2002            2001
                                                    -------------  --------------
<S>                                                 <C>            <C>
     Note payable - in connection with purchase of
        the feminine hygiene product line           $           -  $   1,340,076
     Less:  current maturities                                  -     (1,340,076)
                                                    -------------  --------------

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

          (*) In December, 1998, effective September 30, 1998, the Company
          modified the payment terms of its outstanding debt, the related
          accrued interest and accounts payable to London International US
          Holdings, Inc. The amended terms provide for monthly payments ranging
          from $21,000 per month increasing to $43,621 per month, with the final
          payment due on or before October 1, 2003. The obligation bears
          interest at 9.5% per annum and in the event of default, the entire
          unpaid balance becomes due and payable on demand. The note defaulted
          and is classified as a current obligation at December 31, 2002.

          The debt to London International was released and exchanged for the
          rights to the intangible assets (See Note 10).

NOTE 6-   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, 2002 and 2001 reflect the convertible debentures payable
          as a current liability.


                                       14
<PAGE>
                     FEMINIQUE CORPORATION AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                           DECEMBER 31, 2002 AND 2001


NOTE 7-   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, 2002, the Company had no options
          outstanding under this plan.

          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  8-   INCOME TAXES

          The Company, as of December 31, 2002, 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 9-   COMMON STOCK

          There were no issuances in the three-month period December 31, 2002
          and 2001 respectively.


                                       15
<PAGE>
                     FEMINIQUE CORPORATION AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                           DECEMBER 31, 2002 AND 2001




NOTE 10-  SUBSEQUENT EVENTS

          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.


                                       16
<PAGE>
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

THE FOLLOWING DISCUSSION 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.

                                    OVERVIEW

The Company on August 3, 2000 ceased operations 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 had financed its operating
requirements for prior periods primarily by the issuance of short and long-term
debt and notes.

The Company had no revenues in the quarter ended December 31, 2002.

                              RESULTS OF OPERATIONS

For the three month period ended December 31, 2002, the Company only had royalty
income of $21,904, compared to $35,459 for the same period in 2001.

Selling, general and administrative expenses were $50,000 for the three month
period ended December 31, 2002, compared to $45 for the same period in 2001.
The $50,000 represented a timing difference, which was used to offset $50,000 in
revenue recorded during the three month period ended September 30, 2002.

There were no other expenses as the Company ceased operations in August 2000.

                                     OUTLOOK

Without an operating subsidiary, the Company has had no operating business since
on or about August 3, 2000.  The Company intends to explore other business
opportunities.  There can be no assurance that the Company will be able to find
any suitable business opportunity.  Suitable business opportunities may include
those presented to the Company by persons or firms desiring to seek the
perceived advantages of a corporation registered under the Exchange Act.  The
Company will not restrict its search to any specific business, industry, or
geographical location and the Company may participate in a business venture of
virtually any kind or nature.

The Company has, and will continue to have, little or no capital with which to
provide the owners of business opportunities with any significant cash or other
assets.  However, management believes the Company will be able to offer owners
of acquisition candidates the opportunity to acquire a controlling ownership
interest in a publicly registered company without incurring the cost and time
required to conduct an initial public offering.  Any such acquisition candidate
will, however, incur significant legal and accounting costs in connection with
an acquisition of the Company, including the costs of preparing current reports
on Form 8-K and periodic reports on Form 10-Q or 10-QSB and Form 10-K and
10-KSB, various agreements and other documents.


                                       17
<PAGE>
                               PLAN OF OPERATIONS

The Company plans on carrying out its reorganization under the bankruptcy court
order.  The Company plans on borrowing from investors so it can satisfy its cash
requirements.  The Company has no plans to conduct any research and development,
to purchase any equipment or to change its number of employees.

                        RECENT ACCOUNTING PRONOUNCEMENTS

The Company continues to assess the effects of recently issued accounting
standards.  The impact of all recently adopted and issued accounting standards
has been disclosed in the Notes to the Audited Consolidated Financial
Statements.

                          CRITICAL ACCOUNTING ESTIMATES

The Company is a shell company and, as such, the Company does not employ
critical accounting estimates.  Should the Company resume operations it will
employ critical accounting estimates and will make any disclosures that are
necessary and appropriate.

                                  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


                                       18
<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 CURRENTLY HAS NO OPERATIONS

The Company has had no operations since August 3, 2000 when it filed for
protection under Chapter 11 of the U.S. Bankruptcy Code.

 IT MAY BE DIFFICULT TO CONSUMMATE A MERGER OR ACQUISITION WITH A PRIVATE ENTITY

The Company expects its purpose will include locating and consummating a merger
or acquisition with a private entity.  The Company anticipates the selection of
a business opportunity in which to participate will be complex and extremely
risky.  The Company has, and will continue to have, little or no capital with
which to provide the owners of the business opportunities with any significant
cash or other assets.  However, management believes the Company will be able to
offer owners of acquisition candidates the opportunity to acquire a controlling
ownership interest in a publicly registered company without incurring the cost
and time required to conduct an initial public offering.  Such an acquisition
candidate will, however, incur significant legal and accounting costs in
connection with an acquisition of the Company, including the costs of preparing
current and periodic reports, various agreements and other documents.

             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 trading price of the stock has declined significantly since August 2000.
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.


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ITEM 3.   CONTROLS AND PROCEDURES

                EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Based on their evaluation of the Company's disclosure controls and procedures
conducted as of the end of the period covered by this report on Form 10-QSB, Max
Khan, the Company's Chief Executive Officer and Chief Financial Officer, has
concluded that the Company's directors and officers, are the only individuals
involved in the Company's disclosure process.  The Company has no specific
procedures in place for processing and assembling information to be disclosed in
the Company's periodic reports.  The Company's system is designed so that
information is retained by the Company and relayed to counsel as it becomes
available.  The Company currently functions only as a shell corporation and it
has no revenues, significant assets or independent operations.  The Company
intends to establish more reliable disclosure controls and procedures when
merging or entering into any other business combination with another company.

              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.


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                                     PART II

                                OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

Except for the current proceedings under the Chapter 11 of the Bankruptcy Code
in the US District Court for the Eastern District of New York, filed August 3,
2000 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.


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ITEM 5.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits:

          None

     (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:  December 7, 2003

                    By:  /s/     Max Khan
                         ----------------
                         Max Khan
                         Chief Executive Officer
                         Chief Financial Officer
                         December 7, 2003


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