SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

                       THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003

                         Commission File Number 0-17750

                              FEMINIQUE CORPORATION

             (Exact Name of Registrant as Specified in its Charter)


         DELAWARE                                            13-3186327
(State or 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,
        including area code, of registrant's principal executive offices)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                      None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                          COMMON STOCK $.001 PAR VALUE

Check whether the issuer (1) has filed all reports required to be filed 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 [ ]

Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB

Issuer's revenues for its most recent fiscal year: $21,904

The aggregate market value of voting stock held by non-affiliates of the
registrant as of December 4, 2003 was $22,773 (based on the last reported sale
price of $.0001 per share on December 4, 2003).

The number of shares of the registrant's common stock outstanding as of December
4, 2003 was 25,005,733.

Transitional Small Business Disclosure Format:  Yes [ ] No [X]
--------------------------------------------------------------


<PAGE>
                              FEMINIQUE CORPORATION
                         2003 FORM 10-KSB ANNUAL REPORT

                                TABLE OF CONTENTS

PART I

ITEM 1.     DESCRIPTION OF BUSINESS

            RISK FACTORS

ITEM 2.     DESCRIPTION OF PROPERTY

ITEM 3.     LEGAL PROCEEDINGS

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

PART II

ITEM 5.     MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
                MATTERS

ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

ITEM 7.     FINANCIAL STATEMENTS

ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                FINANCIAL DISCLOSURE

ITEM 8A.    CONTROLS AND PROCEDURES

PART III

ITEM 9.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

ITEM 10.    EXECUTIVE COMPENSATION

ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                AND RELATED STOCKHOLDER MATTERS

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K


<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.  THESE
FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES.  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 PUBLICALLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON
EVEN IF NEW INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN THE FUTURE.

                                     PART I

ITEM 1.     DESCRIPTION OF BUSINESS

                                    OVERVIEW

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.

Biopharmaceutics, Inc. was originally incorporated in Nevada on August 15, 1983
under the name of Health Care Facilities Corporation.  On March 28, 1988, the
shareholders changed the Company's name to Biopharmaceutics, Inc. and the state
of incorporation from Nevada to Delaware.  The Company's executive office is
located at 140 Broadway, 46th Floor, New York, NY 10005.  Its telephone number
is (212) 655-9262.

On December 11, 1998, the Company completed the sale of its wholly-owned
subsidiary, Caribbean Medical Testing Center, Inc. ("CMT"), which was in the
business of multi-phase specialty medical testing and laboratory services
throughout Puerto Rico.  Under the terms of the sale, common stock of CMT was
sold for $4,700,000, payable as follows: $600,000 to be held in escrow for
specified outstanding taxes, $2,600,000 in cash and the waiver of the Company's
guaranty of a $1,500,000 note held by the purchaser.  In addition and as part of
its settlement with other creditors, the Company settled an outstanding
indebtedness to Dondo Associates, Inc. ("Dondo") by assigning $2,600,000 of the
cash proceeds from the CMT sale to Dondo in exchange for the cancellation of the
Company's outstanding promissory note (incurred by the Company as a result of
the acquisition of CMT) to Dondo totaling $4,117,715 inclusive of interest.  A
fee of $50,000 was paid to a Director of the Company by Dondo for services
rendered on its behalf in said transaction.  The results of operations of CMT
have been classified as discontinued operations and all prior periods have been
restated.

In connection with the Company's restructuring plan, the manufacturing
operations of its generic pharmaceutical products subsidiary were discontinued
effective September 30, 1998.  The Company liquidated the entire manufacturing
operation in 1999.  The operations of this division for the three years ended
September 30, 1999 have been reported as discontinued operations in the
consolidated statement of operations.

The Company's business operations, in fiscal years 2003 and 2002, were
principally conducted through one wholly-owned subsidiary: Quality Health
Products, Inc. ("QHP"), a company organized to market the line of Feminine
Hygiene Products acquired in March 1996 from SSL Americas Inc., formerly known
as London International Group, Inc. ("LIG").  The Company ceased business in
August 2000.

Since the Company's Board of Directors effectuated a restructuring of management
and adopted a plan to restructure operations in 1998, it was determined that the
feminine hygiene Branded products operation was to constitute the Company's core
business.  Subsequently, the Company became a distributor of consumer feminine
hygiene and family planning products which are sold nationwide to major chain
stores, distributors and wholesalers.


<PAGE>
In March 1996, the Company through QHP, acquired certain feminine hygiene
Branded products from London International Group, Inc. now known as SSL Americas
Inc. The brands acquired are sold under the names Vaginex (R), Koromex (R),
Koroflex (R) and Feminique (R) and have been established on average more than
thirty years with Koromex (R) being established since 1933.

Sales of these Brands were being made to food and drug chains, drug wholesalers,
domestic and overseas distributors, clinics and domestic government agencies.
The Company sales are conducted by one independent Sales Representative
Organization, which calls on the key accounts that carry the lines.  The Company
expects its sales representative to expand sales on the lines by expanding the
customer base and by receiving greater support from the Company in promoting the
products.

The Company and QHP on August 3, 2000 filed a Chapter 11 Petition in the United
States Bankruptcy Court for the Eastern District of New York.  By orders dated
July 28, 2003 and January 29, 2003 respectively, the Company and QHP had their
plan's  confirmed by Bankruptcy Judge Melanie L. Cyganowski.

As part of the plan, QHP, on July 12, 2002 executed an Asset Purchase Agreement
which was approved by the Bankruptcy Court on September 9, 2002.  Substantially
all the assets and rights to all the assets used in connection with its feminine
hygiene business were sold to Clay Park Labs Inc. ("Clay Park").

Under the Asset Purchase Agreement, Clay Park committed itself to pay a
guaranteed purchase price of $350,000 over five years, with a maximum purchase
price of $1,500,000 over five years.  Pursuant to the terms of various
stipulations entered into between the Official Committee of Unsecured Creditors
of QHP and Clay Park during the Chapter 11 proceeding, the Official Committee,
on behalf of the unsecured creditors of QHP will receive 15% of all payments
made by Clay Park in excess of the guaranteed amount of $350,000, which payments
will be distributed to unsecured creditors by the disbursing agent under the
Plan of Reorganization of QHP.  On December 13, 2002, QHP filed its Amended Plan
of Reorganization dated December 3, 2002 ("Plan").  Under the provisions of the
Plan, SSL Americas, the secured creditor of QHP received an assignment of all of
the payments due QHP under the terms of the Asset Purchase Agreement, which was
deemed in full discharge and satisfaction of its claim and waived all claims
against QHP.  All unsecured creditors of QHP, which were Class 3 creditors under
the Plan, received on account of the allowed amount of their claims a pro-rata
distribution from QHP's cash on hand on the Consummation Date (as defined in the
Plan), and will receive a pro-rata distribution from the disbursing agent from
payments being made by Clay Park under the Asset Purchase Agreement.  Pursuant
to the Plan, all unsecured creditors of QHP received a first distribution of
22.17595% of their respective claim.  As of this date, no further distributions
have been made by the disbursing agent to any unsecured creditors of QHP.

Pursuant to Feminique's plan - Class 2 claimants, which represented the general
unsecured creditors of Feminique, were to receive on account of each allowed
claim, a pro-rata distribution of 23,344,085 shares of Feminique Common stock.
In addition, in exchange for $7,077 contributed by Matterhorn Holdings, Inc.
("Matterhorn"), Matterhorn was to receive 28,311,830 shares of Common Stock
representing a purchase price of $.00025 per share.

Without the assets of QHP, the Company has had no operating business since
August 3, 2000.  The Company pursuant to a licensing Agreement with Clay Park
Labs Inc. dated May 5, 2000 received royalty payments through the quarter ended
December 31, 2002.  The licensing agreement was assigned to SSL Americas, the
secured creditor of QHP.

                                  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
Bankruptcy Plans, 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" and "Management's Discussion and Analysis of
Financial Condition and Plan of Operation - Liquidity and Capital Resources".


<PAGE>
                                   THE MARKET

The Company is no longer in the feminine hygiene industry and therefore that
market is not applicable to the Company.  Management is pursuing other business
models at this time.


One model that has emerged is the purchase and recovery of distressed consumer
debt receivables.  The Company would purchase charged-off consumer debt at deep
discount and outsource recovery to carefully selected recovery partners.   A
newly installed management team has several years of experience in purchase and
recovery of consumer debt, corporate finance and raising capital.  Through the
acquisition of General Outsourcing Services, the Company gets the servicing
capability of a licensed collections agency equipped with state-of-the-art
telecommunication system, payment system and proprietary debt management and
collection software.

The Company's approach to buying distressed debt is based on risk-adjusted
value.  The Company would attempt to identify value objects within portfolios
available for purchase.  The Company would differentiate itself from the rest of
the field based on the following:

     -    Invaluable knowledge of quantitative and qualitative variables
     -    Complete knowledge of the history of debt under consideration for
          purchase
     -    Better understanding of portfolio's characteristics than the
          originator/seller of the debt
     -    How the debt is originated - telemarketing, direct mail solicitation,
          face to face in the office, home or casual event. Individuals who make
          the effort to complete forms in person or at home are more likely to
          be debt conscientious than individuals who respond to a telemarketers
          questions. Review in more detail as to why the individual took on the
          debt - was it to buy something of need or a spontaneous purchase.

                                 THE COMPETITION

The Company does not have competition at this time as the Company has had no
operating business since on or about August 3, 2000.

                               LEGAL UNCERTAINTIES

The Company is not aware of any significant legal uncertainties at this time.

                                    EMPLOYEES

Other than Max Khan, the President and CEO and Steven Lowe, Secretary, the
Company has no employees and does not anticipate hiring any employees in the
near future.

                                  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

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.


<PAGE>
        THE COMPANY HAS RECEIVED A GOING CONERN 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 reported 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 US 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 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 common 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 Company's 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 2.     DESCRIPTION OF PROPERTY

The Company's principal executive officers are located at 140 Broadway, 46th
Floor, New York, New York.  The Company does not own any property and pays no
rent for the use of this mailing address.  The office is provided by the
President of the Company.

ITEM 3.     LEGAL PROCEEDINGS

     Except for the proceedings under the Chapter 11 of the Bankruptcy Code, 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 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.


<PAGE>
                                     PART II

ITEM 5.     MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

                          MARKET PRICE OF COMMON STOCK

Feminique Corporations' Common Stock is quoted on the pink sheets under the
symbol Femqq.pk.  While it appears there is no market for the Common Stock, the
Company has set forth in the table below the high and low closing bid prices per
share of Common Stock as reported for each quarter within the last two fiscal
years.  The last reported bid price on the pink sheets for the Common Stock was
$.0001 on December 4, 2003.

The pink sheets are the over the counter bulletin board exchange (OTC).

<TABLE>
<CAPTION>
                                   HIGH        LOW
<S>                             <C>         <C>
Oct 1, 2000 - Dec 31, 2000      $    0.006  $    0.001
Jan 1, 2001 - Sept 30, 2003     the stock was not traded
</TABLE>


                                     HOLDERS

As of December 4, 2003, there were 843 holders of record on common stock (Femqq)
and approximately 4,500 holders in street name.

                                 DIVIDEND POLICY

The Company has never declared or paid any cash dividends on its capital stock.
The Company currently intends to retain future earnings, if any, to finance its
business and does not expect to pay any cash dividends for the foreseeable
future.

                     RECENT SALES OF UNREGISTERED SECURITIES

There were no recent sales of common stock for the years ended September 30,
2003 and 2002.

                           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.

ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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


<PAGE>
                                    OVERVIEW

The Company as of August 3, 2000 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 since August 3, 2000 was not engaged in any business.  The Company
had financed its operating requirements for 1999 and prior primarily by the
issuance of short and long-term debt and notes.

                              RESULTS OF OPERATIONS
                              2003 COMPARED TO 2002

Royalty revenue was $21,904 compared to $138,363 for the prior fiscal year.
This decreased as the Company received its last royalty payment in the quarter
ended December 31, 2002, pursuant to a licensing agreement with Clay Park Labs
Inc. dated May 5, 2000.

The Company sold its remaining intangible asset in the fiscal year ended 2002
for $2,040,384, which had a basis of $1,700,076.  The sales price represented
long-term debt and other debt owed to the purchaser, and certain unsecured debt
to other parties.  The United States Bankruptcy Court approved this transaction.

The Company had $50,000 of miscellaneous income in the 2002 fiscal year, which
was a reimbursement of expenses that was recorded in the current fiscal year as
selling, general and administrative expenses.  There were negligible other
selling, general and administrative expenses for both years due to the cessation
of the manufacturing operations.

                                     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 of 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.

                               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 ACCOUNT 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.


<PAGE>
<TABLE>
<CAPTION>
ITEM 7.   FINANCIAL STATEMENTS


                     FEMINIQUE CORPORATION AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002




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

INDEPENDENT AUDITORS' REPORT                                           10-11

FINANCIAL STATEMENTS:

     Consolidated Balance Sheet as of September 30, 2003               12-13

     Consolidated Statements of Income (Operations) for the Years
     Ended September 30, 2003 and 2002                                    14

     Consolidated Statements of Stockholders' Deficit for the Years
     Ended September 30, 2003 and 2002                                    15

     Consolidated Statements of Cash Flows for the Years Ended
     September 30, 2003 and 2002                                          16

     Notes to Consolidated Financial Statements                        17-23
</TABLE>




<PAGE>
                        BAGELL, JOSEPHS & COMPANY, L.L.C.
                          Certified Public Accountants

                               High Ridge Commons
                                 Suites 400-403
                           200 Haddonfield Berlin Road
                           Gibbsboro, New Jersey 08026
                       (856) 346-2828  Fax (856) 346-2882


                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders of:
Feminique Corporation and Subsidiaries
New York, New York

We have audited the accompanying consolidated balance sheets of Feminique
Corporation and Subsidiaries as of September 30, 2003 and 2002 and the related
consolidated statements of income, stockholders' deficit and cash flows for the
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements and schedule.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in Note 2 to
the consolidated financial statements, the Company has incurred substantial
operating losses from continuing operations and had a consolidated deficit at
September 30, 2003 of $1,353,314.  Additionally, the company and its operating
subsidiary in August 2000 filed for reorganization under Chapter 11 of the
United States Bankruptcy Code.  The order confirming the plan of reorganization
was accepted July 28, 2003 (See Note 10).  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.  Management's
plans in addressing these matters are more fully discussed in Note 2.  The
consolidated financial statements do not include any adjustments that might
result from the outcome of these uncertainties.




          MEMBER OF:     AICPA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
                         NEW JERSEY SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS
                         PENNSYLVANIA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
                         NEW YORK STATE SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS


                                       10
<PAGE>
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Feminique
Corporation and Subsidiaries as of September 30, 2003 and 2002, and the results
of their consolidated operations, changes in consolidated stockholders deficit
and their consolidated cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.


BAGELL, JOSEPHS & COMPANY, L.L.C.
BAGELL, JOSEPHS & COMPANY, L.L.C.
Certified Public Accountants

Gibbsboro, New Jersey


December 5, 2003


                                       11
<PAGE>
<TABLE>
<CAPTION>
                     FEMINIQUE CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2003

                                     ASSETS




<S>                                                                   <C>
CURRENT ASSETS
  Cash                                                                $   21,284
  Prepaid expenses and other current assets                                5,316
                                                                      ----------

         TOTAL CURRENT ASSETS                                             26,600
                                                                      ----------


TOTAL ASSETS                                                              26,600
                                                                      ==========
</TABLE>


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


                                       12
<PAGE>
<TABLE>
<CAPTION>
                     FEMINIQUE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEET, CONTINUED
                               SEPTEMBER 30, 2003

                      LIABILITIES AND STOCKHOLDERS' DEFICIT




<S>                                                                <C>
CURRENT LIABILITIES
   Accounts payable - Trade                                        $    578,376
   Accrued expenses                                                      89,538
   Notes payable                                                        137,000
   Convertible debentures payable                                       575,000
                                                                   -------------

          TOTAL CURRENT LIABILITIES                                   1,379,914
                                                                   -------------


COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
   Common stock, par value $.001 per share;
      Authorized 50,000,000 shares, issued and outstanding
      25,005,733 shares                                                  25,005
   Additional paid-in capital                                        35,012,966
   Accumulated deficit                                              (35,446,673)
   Less: treasury stock, at cost (103,432 shares)                      (944,612)
                                                                   -------------

          TOTAL STOCKHOLDERS' DEFICIT                                (1,353,314)
                                                                   -------------

TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT                                                            $     26,600
                                                                   =============
</TABLE>


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


                                       13
<PAGE>
<TABLE>
<CAPTION>
                     FEMINIQUE CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF INCOME (OPERATIONS)
                 FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002


                                                           2003         2002
                                                       ------------  -----------
<S>                                                    <C>           <C>
REVENUES
  Royalties                                            $    21,904   $   138,363
  Sale of asset                                                  -     2,040,384
                                                       ------------  -----------
                                                            21,904     2,178,747

COSTS AND EXPENSES
    Basis of assets sold                                         -     1,700,076
    Selling, general and administrative                     50,000            45
                                                       ------------  -----------
        TOTAL COSTS AND EXPENSES                            50,000     1,700,121
                                                       ------------  -----------

NET INCOME (LOSS) BEFORE OTHER INCOME                      (28,096)      478,626

OTHER INCOME
    Interest income                                          4,388         2,823
    Miscellaneous Income                                         -        50,000
                                                       ------------  -----------
        TOTAL OTHER INCOME                                   4,388        52,823
                                                       ------------  -----------

INCOME FROM CONTINUING OPERATIONS
  BEFORE PROVISION FOR STATE INCOME TAXES                  (23,708)      531,449
     Provision for state income taxes                                          -
                                                       ------------  -----------


NET INCOME(LOSS)                                       $   (23,708)  $   531,449
                                                       ============  ===========

BASIC AND DILUTED INCOME PER COMMON SHARE              $         -   $     0.020
                                                       ============  ===========

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


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


                                       14
<PAGE>
<TABLE>
<CAPTION>
                     FEMINIQUE CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                 FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002


                                   COMMON STOCK     ADDITIONAL
                               ----------  -------    PAID-IN     ACCUMULATED    TREASURY
                                 SHARES    AMOUNT     CAPITAL       DEFICIT       STOCK        TOTAL
                               ----------  -------  -----------  -------------  ----------  ------------
<S>                            <C>         <C>      <C>          <C>            <C>         <C>
BALANCE, SEPTEMBER 30, 2001    25,005,733   25,005   35,012,966   (35,954,414)   (944,612)   (1,861,055)


Net income for the year ended
  'September 30, 2002                   -        -            -       531,449           -       531,449
                               ----------  -------  -----------  -------------  ----------  ------------

BALANCE, SEPTEMBER 30, 2002    25,005,733  $25,005  $35,012,966  $(35,422,965)  $(944,612)  $(1,329,606)
                               ==========  =======  ===========  =============  ==========  ============

Net (loss) for the year ended
  'September 30, 2003                   -        -            -       (23,708)          -       (23,708)
                               ----------  -------  -----------  -------------  ----------  ------------

BALANCE, SEPTEMBER 30, 2003    25,005,733  $25,005  $35,012,966  $(35,446,673)  $(944,612)  $(1,353,314)
                               ==========  =======  ===========  =============  ==========  ============
</TABLE>


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


                                       15
<PAGE>
<TABLE>
<CAPTION>
                        FEMINIQUE CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                    FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002


                                                                 2003         2002
                                                              ----------  ------------
<S>                                                           <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income(Loss)                                            $ (23,708)  $   531,449
ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET CASH
  PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Gain on asset sales                                                   -      (340,308)
NET CHANGES IN OPERATING LIABILITIES:
   Accounts payable - Trade                                    (258,691)      (30,524)
                                                              ----------  ------------

     NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES       (282,399)      160,617
                                                              ----------  ------------

NET INCREASE (DECREASE) IN CASH                                (282,399)      160,617

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

CASH AND CASH EQUIVALENTS - END OF YEAR                       $  21,284   $   303,683
                                                              ==========  ============


NON CASH ACTIVITY GAIN ON SALE:
Sales                                                         $       -   $ 2,040,384
Basis of Asset                                                        -    (1,700,076)
                                                              ----------  ------------

                                                              $       -   $   340,308
                                                              ==========  ============
</TABLE>


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


                                       16
<PAGE>
                     FEMINIQUE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2003 AND 2002

NOTE 1-   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     A.   THE COMPANY

     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 were sold
     nationwide in major chain stores, distributors and wholesalers.

     In December, 1998, The Company sold off its wholly owned subsidiary,
     Caribbean Medical Testing Center, Inc. ("CMT). CMT was acquired by the
     Company in June, 1997 and was engaged primarily in the business of
     multi-phasic specialty medical testing and laboratory services throughout
     Puerto Rico. The Company also discontinued its manufacturing of generic
     pharmaceutical products.

     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.

     B.   PRINCIPLES OF CONSOLIDATION

     The 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

     Sales were recognized as products were shipped and royalties 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


                                       17
<PAGE>
     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 September 30, 2003 and 2002.

     F.  EARNINGS (LOSS) PER COMMON 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 are 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.

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

<TABLE>
<CAPTION>
                                       SEPTEMBER 30,   SEPTEMBER 30,
                                           2003             2002
                                      ---------------  --------------
<S>                                   <C>              <C>
     Net Income (loss)                $      (23,708)  $      531,449

     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>

     Earnings per share did not include potential stock issued in conjunction
     with the convertible debentures since the company is in bankruptcy.


NOTE 1-   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     G.   ESTIMATES

     The preparation of financial statements in conformity with generally
     accepted accounting principles in the United States of America required the
     Company's management to make estimates and assumptions that affect the
     reported amounts of assets and liabilities and disclosures of contingent
     assets and liabilities at the date of the financial statements and the
     reported amounts of revenue and expenses during the reporting period.
     Actual results could differ from those estimates.

     H.   RECLASSIFICATION

     Certain amounts in the September 30, 2002 financial statement have been
     reclassified to conform with the September 30, 2003 presentation. The
     reclassifications did not effect income or loss.


                                       18
<PAGE>
     I.   ADVERTISING COSTS

     Advertising expenditures relating to the consumer feminine hygiene and
     family planning products are expensed in the period. The advertising costs,
     consisting primarily of costs associated with trade show booths are
     amortized over the periods during which the benefits are expected.

     J.  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.


NOTE 2-   BASIS OF PREPARATION - GOING CONCERN

     The Company has incurred net income(loss) from continuing operations of
     $(23,708) and $531,449 for the years ended September 30, 2003 and 2002,
     respectively, and has a deficit of $1,353,314 at September 30, 2003. In
     conjunction with restructuring, the Company in August 2000 filed for
     reorganization under Chapter 11 of the United States Bankruptcy Code. The
     order confirming the plan of reorganization was accepted July 28, 2003 (See
     Note 10).

     As shown in the accompanying consolidated financial statements the Company
     has sustained operating losses through September 30, 2003 and has an
     accumulated deficit of $35,446,673. The Company has filed under Chapter 11
     of the United States Bankruptcy Code and had its order confirming
     reorganization dated July 28, 2003. The Company is a going concern.

     There is no guarantee that the Company will be able to raise enough
     capital, generate revenues or execute 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 Americas 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 obligation at September 30, 2003
     and 2002 was in default and classified as a current liability.

     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 Americas
     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


                                       19
<PAGE>
                     FEMINIQUE CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2003 AND 2002



NOTE 3-   INTANGIBLE ASSETS, CONTINUED

     assigned that license to Clay Park Labs, Inc. The Company at September 30,
     2000 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. Therefore, at September 30, 2000 the Company
     recognized an impairment of $1,223,549 for the year ended as well as the
     regular amortization of $188,400. The asset was sold on July 12, 2002.

     The components of intangible assets as of September 30, 2003 and 2002 are
     as follows:

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

                                                               $ 1,700,076
     Asset sold                                             -   (1,700,076)
                                                     --------  ------------

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

NOTE 4-   NOTES PAYABLE FEMINIQUE CORPORATION

     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.

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


                                       20
<PAGE>
                     FEMINIQUE CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2003 AND 2002


NOTE 5-   CONVERTIBLE DEBENTURES PAYABLE

     The $575,000 of convertible debentures outstanding at September 30, 2003
     and 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, 2002
     and 2001 the Company was not in compliance with its interest payments on
     the debentures. As a result thereof, the accompanying consolidated
     financial statements at September 30, 2003 and 2002 reflect the convertible
     debentures payable as a current liability.

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 September 30, 2002, the
     Company believes all options have expired.

     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.

     In 1997, the Company adopted the disclosure - only provisions of Statement
     of Financial Accounting Standard No. 123, "Accounting for Stock-Based
     Compensation" ("SFAS No. 123"). Accordingly, no compensation cost has been
     recognized in the accompanying statement of operations for the stock option
     plans for the years ended September 30, 2003 and 2002.

NOTE 7-   INCOME TAXES

     The Company, as of September 30, 2003 and 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 8-   COMMITMENTS AND CONTINGENCIES

     A.   The Company and its subsidiary on May 4, 2000 signed and executed an
          exclusive license agreement with Clay Park Health Products, Inc. a
          worldwide license to manufacture, package and distribute its products
          on an exclusive basis. The Company would receive royalty payments
          under the terms of that agreement. The agreement was to automatically
          renew every six months through December 31, 2005. On July 12, 2002 the
          Company assigned its right to the royalty payments to LRC North
          America and SSL Americas(See Note 10).

NOTE 9-   COMMON STOCK

     During the years ended September 30, 2003 and 2002, the Company did not
     issue any shares of common stock.


NOTE 10-  BANKRUPTCY EVENTS - ASSET SALE

     FEMINIQUE CORPORATION

     Feminique Corporation ("Feminique") filed a Chapter 11 Petition in the
     United States Bankruptcy Court for the Eastern District of New York on
     August 3, 2000. On May 14, 2003, Feminique filed its Plan of Reorganization
     dated May 10, 2002 ("Plan"). Pursuant to the Plan, Class 2 claimants, which
     represented the general unsecured creditors of Feminique, were to receive
     on account of each allowed claim, a pro-rata distribution of 23,344,085
     shares of Feminique Common Stock. In addition, in exchange for $7,077
     contributed by Matterhorn Holdings, Inc. ("Matterhorn"), Matterhorn was to
     receive 28,311,830 shares of Common Stock representing a purchase price of
     $.00025 per share. By Order dated July 28, 2003, the Plan was confirmed by
     Bankruptcy Judge Melanie L. Cyganowski

     QUALITY HEALTH PRODUCTS, INC.

     On August 3, 2000, Quality Health Products, Inc. ("QHP") filed a Chapter 11
     Petition in the United States Bankruptcy Court for the Eastern District of
     New York. On July 12, 2002, QHP and Clay Park Labs, Inc. ("Clay Park")
     executed an Asset Purchase Agreement which was approved by the Bankruptcy
     Court on September 9, 2002. Under the Asset Purchase Agreement, Clay Park
     committed itself to pay a guaranteed purchase price of $350,000 over five
     years, with a maximum purchase price of $1,500,000 over five years.
     Pursuant to the terms of various stipulations entered into between the
     Official Committee of Unsecured Creditors of QHP and Clay Park during the
     Chapter 11 proceeding, the Official Committee, on behalf of the unsecured
     creditors of QHP will receive 15% of all payments made by Clay Park in
     excess of the guaranteed amount of $350,000 which payments will be
     distributed to unsecured creditors by the disbursing agent under the Plan
     of Reorganization of QHP. On December 13, 2002, QHP filed its Amended Plan
     of Reorganization dated December 3, 2002 ("Plan"). Under the provisions of
     the Plan, SSL Americas, the secured creditor of QHP, received an assignment
     of all of the payments due QHP under the terms of the Asset Purchase
     Agreement, which was deemed in full discharge and satisfaction of its claim
     and waived all claims against QHP. All unsecured creditors of QHP, which
     were Class 3 creditors under the Plan, received on account of the allowed
     amount of their claims a pro-rata distribution from QHP's cash on hand on
     the Consummation Date (as defined in the Plan), and will receive a pro-rata
     distribution from the disbursing agent from payments being made by Clay
     Park under the Asset Purchase Agreement. By Order dated January 29, 2003,
     the Plan was confirmed by Bankruptcy Judge Melanie L. Cyganowski. Pursuant
     to the Plan, all unsecured creditors of QHP received a first distribution
     of 22.17595% of their respective claim. As of this date, no further
     distributions have been made by the disbursing agent to any unsecured
     creditors of QHP.


                                       21
<PAGE>
ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL DISCLOSURE

None.

ITEM 8A.    CONTROLS AND PROCEDURES

                EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The Company's Chief Executive Officer and Chief Financial Officer, Max Khan, has
reviewed and evaluated the effectiveness of the Company's disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) as of
the end of the period covered by this annual report on Form 10-KSB.  Based on
that evaluation, Max Khan determined that he and 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 as it has no revenues, significant assets or independent
operations and plans to establish more reliable disclosure controls and
procedures before margining or entering into any other business combination with
another company.

              CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

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

                                    PART III

ITEM 9.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

During the fiscal year ended 12/31/03, the Company's officers and directors
changed. The Company's Board of Directors and Executive Officers currently
consists of three persons. Mr. Max Khan is the President and CEO, Gobind Sahney
is the Chairman of the Board and Steven Lowe is the Secretary.

<TABLE>
<CAPTION>

Name               Age    Position                  Director Since
-------------      ---    --------                  --------------
<S>                <C>    <C>                       <C>
Max Khan            37    President & CEO           October 9, 2003
Gobind Sahney       41    Chairman of the Board     October 9, 2003
Steven Lowe         45    Secretary                 October 9, 2003
</TABLE>

The following list sets forth information as to all directors and executive
officers of the Company through its fiscal year ended September 30, 2003 and
currently through December 4, 2003.

<TABLE>
<CAPTION>
Name                 Age  Position Held               Director Since
----                 ---  -------------               --------------
<S>                  <C>  <C>                         <C>

Max Khan (1)          37  Pres, CEO, Director         October, 2003
Steven Lowe (2)       45  Secretary, Director         April, 2003
John Figliolini (3)   38          (3)                       (3)
Jonathan Rosen (4)    37          (4)                       (4)
Leon Golden (1) (5)   42  Acting President, Director  October, 2003
Gobind Sahney (1)     41  Director                    October, 2003
<FN>
__________________

     (1)  Max Kahn was elected a director and appointed President and CEO on
          October 9, 2003, on which date Leon Golden resigned as director.
     (2)  Steven Lowe was appointed secretary and director in April, 2003 at
          which time Jonathan Rosen has resigned as a director and Acting
          President.
     (3)  John Figliolini was Secretary and director from the initial filing
          under Chapter 11 until the Spring of 2003 when he became Acting
          President of Feminique. At that time, Steven Lowe replaced Mr.
          Figliolini as Secretary and became Secretary and director.
     (4)  Jonathan Rosen was a former president of the Company prior to its
          filing under Chapter 11 of the Bankruptcy Code. During the bankruptcy
          period until April, 2003 he continued as Acting President and
          Director. He resigned in April, 2003 as an officer and director.
     (5)  Gobind Sahney became a director on October 9, 2003 when he replaced
          Leon Golden. Mr. Sahney has been elected Chairman by the Board of
          Directors.
</TABLE>


For approximately one month during the period September 2, 2003 to October 9,
2003 Mr. Leon Golden, a CPA became Acting President and a director of the
Company.  Mr. Golden is a former director having served in 1999 to just prior to
the filing under Chapter 11.  Mr. Golden is a CPA practicing accounting on his
own behalf since 1986.  He resigned as a director on October 9, 2003.


<PAGE>
GOBIND SAHNEY, age 41, has a background in corporate finance and business
management; past experience includes positions in public and private accounting;
positions in mortgage banking where he was responsible for commercial real
estate loan originations and underwriting; position with a private investment
partnership as a Senior Analyst, where he was responsible for the
identification, review, and analysis of investments and the investment decision;
the founding and development of a successful advisory and research firm,
advising companies on organizing and/or reorganizing themselves to attract
capital, and/or recruit qualified managers and directors capable of guiding the
companies to a higher level of performance and recognition, additional services
involved the specific functions of corporate finance and merger and acquisition
advisory services for the client entities; the founding and guidance of a
successful consumer finance (credit card) marketing organization affiliated with
MBNA America Bank.  Mr. Sahney is a director of YES, Inc., Herbonics, Inc.,
International Metal Products (Asia) Pte.Ltd. (Singapore).  Mr. Sahney is a
lifetime member of the National Eagle Scout Association; member Babson College
Board of Trustees; the Babson College Asian Advisory Board; Trustee of the
Scripps Whittier Institute for Diabetes/Chairman 2001; the Indus Entrepreneurs
San Diego Chapter.  Mr. Sahney is the principal owner of General Outsourcing
Services LLC, which specializes in the purchase, collection, restructuring,
resale and securitization of receivable, portfolios acquired at deep discounts.
Mr. Sahney is a graduate of Babson College with dual degrees in Finance and
Accounting.  Born in 1962, Mr. Sahney lives in San Diego and has 2 children.

MAX KHAN, age 41, has been in the financial industry since 1987.  He began his
career as a financial consultant in New York.  Mr. Khan founded Alliance Global
Finance Inc. in 1992 with focus on corporate finance and investment banking.
Mr. Khan has assisted in raising in excess of $100 million over the last 10
years for U.S. companies from European Institutional Investors.  Mr. Khan is
also the co-founder of NewTrad Investors Inc., a hedge fund advisory firm
specializing in advising Japanese institutions in their diversification into
alternative assets.  Mr. Khan has a Bachelors Degree in Accounting and Economics
from City University of New York and an MBA from Pace University (New York).  He
is married with 2 children and lives in New York.

JONATHAN ROSEN, age 37, was a Director of the Company since 1998 and during the
bankruptcy filing, was appointed Acting President and Chief Executive Officer of
the Company. He served as Acting President and director during the bankruptcy
organization until April, 2003. Since 1985, Mr. Rosen has been a director and
officer of various public corporations, many of which he helped finance. Mr.
Rosen resigned in April 2003.

JOHN FIGLIOLINI, age 38, was a director of the Company since 1998 and served as
Secretary during the period of bankruptcy reorganization. Mr. Figliolini is an
investment banker and has worked in the securities industry since 1982, raising
over $250M in venture capital financing. He is currently the President and owner
of Phillip Louis Trading, Inc. a NASD registered broker dealer which makes
markets in many small cap stocks, in addition to providing investment banking
services. Mr. Figliolini served as Acting President since April 2003 and
resigned as an officer and director on September 2, 2003.

STEVEN LOWE, age 45, is a practicing attorney in the State of California and is
the Secretary and director of the Company since April, 2003.  Mr. Lowe is the
principal of his own law firm since January 1991 and continues to actively
practice law.


<PAGE>
                               EXECUTIVE OFFICERS

The following individuals were serving as executive officers of the Company on
December 4, 2003:

<TABLE>
<CAPTION>
Name               Age    Position with the Company
-------------      ---    -------------------------
<S>                <C>    <C>
Max Khan            37    Director, President, CEO, Treasurer
Gobind Sahney       41    Chairman of the Board
Steven Lowe         45    Secretary
</TABLE>

There are no other employees of the Company.

             SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's directors, executive
officers and persons who own more than ten percent of the Company's outstanding
Common Stock to file with the SEC and the Company reports on Form 4 and Form 5
reflecting transactions affecting beneficial ownership.  The Company does not
believe that, during fiscal years ended 2003 and 2002, all persons complied with
such filing requirements.

ITEM 10.     EXECUTIVE COMPENSATION

<TABLE>
<CAPTION>
                                                                     Long-Term
                                                                     ---------
                                        Salary    Bonus          Compensation Awards:
                                        ------    -----          --------------------
Name and Principal Position   Year    Annual Compensation    Securities Underlying Options
---------------------------  ------  ---------------------  -------------------------------
<S>                          <C>     <C>          <C>       <C>
Max Khan                      2002   $      -      None                   None
CEO & CFO                     2003   $      -      None                   None

Steven Lowe                   2002   $      -      None                   None
Secretary                     2003   $      -      None                   None
</TABLE>



                       EMPLOYMENT AND SEPARATION AGREEMENT

The Company does not have any employment or separation agreements with any
officers or directors.

ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

The following table sets forth information at September 30, 2003 concerning
ownership of the Company's common shares by each director and executive officer
and each person who owns of record, or is known to the Company to own
beneficially, more than five percent of the Company's common shares.


<PAGE>
<TABLE>
<CAPTION>
Title of Class    Name & Address           Amt & Nature        % of Class
--------------    --------------           ------------        ----------
                of Beneficial Owner  of Beneficial Ownership
                -------------------  -----------------------
<S>             <C>                  <C>                       <C>
Common Stock    John Figliolini                    2,279,537     9.5 % (1)
Common Stock    Jonathan Rosen                     2,774,772    6.00 % (2)
Common Stock    Max Khan                           -0-(3)        -0-
Common Stock    Steven Lowe                        -0-(3)        -0-
Common Stock    Ghobind Sahney                     -0-(3)        -0-
<FN>
____________

(1) John Figliolini is the direct beneficial owner of 1,272,175 shares of Common
Stock. Mr. Figliolini also  indirectly owns an additional 1,007,362 shares of
Common Stock of the Company through 100% ownership of the following privately
owned holding Companies: Berkshire International, European Equity Partners,
Inc., Sierra Growth and Opportunity, Inc., Histon Financial Services, Medical
Technologies, Inc. Suncoast Holdings, Inc ( which is also a consulting firm),
and Utopia Capital Management, Inc.  In addition, Mr. Figliolini also owns a 50%
interest in Dynamic Corporate Holdings, Inc., ("Dynamic") a privately owned
holding company which is the registered owner for 5,454,544 shares of common
stock of the Company.

(2)  Jonathan Rosen, a former President of Feminique, owns 50% of Dynamic
Corporate Holdings, Inc. (which owns 5,454,544 shares of Feminique) and is also
the direct beneficial owner of 47,500 additional shares of common stock of
Feminique (approximately 6% of the outstanding shares of Feminique).

(3)  Management contemplates that directors shall be compensated as directors
pursuant to a formal stock option plan to be adopted in the future.
</TABLE>

ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

John Figliolini, former President and Director and Jonathan Rosen, former
President and director were the principals of the Company during the Chapter 11
Bankruptcy proceedings from August 2000 to July 2003.  Said individuals and
affiliates substantially assisted in formation of the Plan of Reorganization and
provided funds to help facilitate its implementation.  Mr. Figliolini by his
direct holdings and his indirect holdings through affiliates is the principal
shareholder of the Company owning or controlling through affiliates,
approximately 33,000,000 of a total of 49,994,267 shares outstanding as of
December 23, 2003.

ITEM 13.     EXHIBITS AND REPORTS ON FORM 8-K

(a)     Exhibits.

The following Exhibits are incorporated herein by reference or are filed with
this report as indicated below.

<TABLE>
<CAPTION>
Exhibit
 Number   Description
--------  -----------
<C>       <S>

   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.

               (1)  Form 8-K for July 27, 2003
               (2)  Form 8-K/A for July 27, 2003
</TABLE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                              FEMINIQUE CORPORATION

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

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated:

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


<PAGE>