U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

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

For the quarterly period ended September 30, 1999

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
        THE SECURITIES EXCHANGE ACT OF 1934

                 For the transition period from ______ to ______

Commission File Number 0-24798

                                  RAQUEL, INC.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

            Nevada                             93-1123005
--------------------------------------------------------------------------------
  (State or other jurisdiction                 (IRS Employer
      of Incorporation)                    Identification Number)

           9873 S. Santa Monica Blvd., Beverly Hills, California 90212
--------------------------------------------------------------------------------
                    (Address of principal executive offices)
                                            (310) 203-9240
                                      ---------------------------
                                      (Issuer's telephone number)

                  formerly known as Colecciones de Raquel, Inc.
--------------------------------------------------------------------------------
        (Former name, former address and former fiscal year, if changed
                               since last report)

      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 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|_|

At September 30, 1999, 27,300,000 shares of the Company's $.0001 par value
common stock were outstanding.

<PAGE>

PART 1 - FINANCIAL INFORMATION

ITEM 1.  Financial Statements                                               PAGE

     (a) Balance Sheet (Unaudited) - September 30, 1999 .......................1

     (b) Statements of Operations (Unaudited) - Nine months ended
         September 30, 1999 and 1998 Period from
         Inception (December 1, 1987) to September 30, 1999....................2

     (c) Statements of Operations (Unaudited) - Third Quarter
         ended September 30, 1999 and 1998 and Prior 1999 Second Quarter.......3

     (d) Statement of Stockholder's Equity (Unaudited)Period from
         Inception (December 1, 1987) to September 30, 1999....................4

     (e) Statements of Cash Flows (Unaudited) - Nine months
         ended September 30, 1999 and Period from
         Inception (December 1, 1987) to September 30, 1999....................5

     (f) Notes to Unaudited Financial Statements...............................6

ITEM 2. Management's Discussion and Analysis or
        Plan of Operation......................................................8

PART II - OTHER INFORMATION....................................................9


                                       ii
<PAGE>

                                  Raquel, Inc.
                    (formerly known as Colecciones de Raquel)
                          (A Development Stage Company)
                                  Balance Sheet
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                                      September 30, 1999
                                                                      ------------------
<S>                                                                         <C>
Assets

   Current Assets

         Cash and equivalents                                               $   128,505
         Merchandise Inventory                                                   67,539
         Deposits paid and other assets                                           4,080
                                                                            -----------

         Total Current Assets                                               $   200,124

   Equipment, Furniture & Fixtures, net of accum. depr. $35,014                  12,708
                                                                            -----------

   Total Assets                                                             $   212,832
                                                                            ===========
Liabilities and Stockholders Equity

   Current Liabilities

         Accounts payable & Taxes payable                                   $        48

         Total current liabilities                                          $        48

   Stockholder's equity

         Common stock - $.0001 par value, 50,000,000 shares authorized,
         27,300,000 shares issued and outstanding                                 2,730

         Additional paid in capital                                           1,375,444

         Deficit accumulated during the development stage                    (1,165,390)
                                                                            -----------

         Total stockholder's equity                                             212,784
                                                                            -----------

   Total liabilities and stockholder's equity                               $   212,832
                                                                            ===========
</TABLE>

                 See accompanying notes to financial statements                1


<PAGE>

                                  Raquel, Inc.
                    (formerly known as Colecciones de Raquel)
                          (A Development Stage Company)
                            Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                              Nine months            Inception 12/87 to
                                                             Ended September            September 30,
                                                         1999             1998             1999
                                                         ----             ----             ----

<S>                                                  <C>               <C>              <C>
Sales                                                    5,002             6,357            37,383
Cost of Goods Sold                                       1,549             3,285            15,602
                                                    ----------        ----------        ----------

Gross Profit                                             3,452             3,072            21,781

Selling, general, and administrative expenses          137,437           191,719         1,293,870
                                                    ----------        ----------        ----------

(Loss) from operations                                (133,984)         (188,647)       (1,272,089)

Other Income                                             6,102            13,914           110,699

Loss before provision for income taxes                (127,882)         (174,734)       (1,161,390)

Provision for income taxes                                                                  (4,000)

Net Loss                                             ($127,882)        ($174,734)      ($1,165,390)
                                                    ==========        ==========        ==========

Net Loss per share                                       ($.01)            ($.01)          ($.0015)
                                                    ==========        ==========        ==========

Weighted average number of common shares            27,300,000        27,300,000        27,300,000
                                                    ==========        ==========        ==========
</TABLE>

                 See accompanying notes to financial statements                2


<PAGE>

                                  Raquel, Inc.
                    (formerly known as Colecciones de Raquel)
                          (A Development Stage Company)
                            Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                            Three Months               Prior Quarter
                                                           Ended September 30,            June 30,
                                                       1999             1998                1999
                                                       ----             ----                ----

<S>                                                  <C>               <C>               <C>
Sales                                                    1,123             1,065             2,437
Cost of Goods Sold                                         424               514               925
                                                    ----------        ----------        ----------

Gross Profit                                               699               552             1,511

Selling, general, and administrative expenses           35,302            59,378            55,668
                                                    ----------        ----------        ----------

(Loss) from operations                                 (34,603)          (58,826)          (54,157)

Interest Income                                          1,648             3,936             1,984


Loss before provision for income taxes                 (32,955)          (54,890)          (52,173)

Provision for income taxes

Net Loss                                              ($32,955)         ($54,890)         ($52,173)
                                                    ==========        ==========        ==========

Net Loss per share                                      ($.002)            ($.01)            ($.04)
                                                    ==========        ==========        ==========

Weighted average number of common shares            27,300,000        27,300,000        27,300,000
                                                    ==========        ==========        ==========
</TABLE>

                 See accompanying notes to financial statements                3


<PAGE>

                                                                  RAQUEL, INC.
                 [Formerly known as COLECCIONES DE RAQUEL, INC.]
                         (A Developement Stage Company)
                        Statement of Stockholders' Equity
     For the Period from December 1, 1987 (inception) to September 30, 1999
                                   (Unaudited)

<TABLE>
<CAPTION>

                                              Preferred Stock                    Common Stock
                                              ---------------                    ------------
                                                                                                             Additional
                                          Number                             Number                           Paid-In
                                        of Shares         Amount            of Shares          Amount         Capital
                                        ---------         ------            ---------          ------         -------
<S>                                  <C>            <C>               <C>               <C>              <C>
Net loss for the
  inception through
 December 31, 1992                   $      --      $         --                --      $         --     $         --
Net Loss, 1993                              --                --                --                --               --
                                     ---------      ------------      ------------      ------------     ------------

Balance, Dec. 31, 1993                      --                --                --                --               --
  Common Stock Issued

   In reorganization                        --                --        20,000,000             2,000           34,754
Common Stock Issued in IPO                  --                --         1,000,000               100           90,990
Preferred Stock exchanged for

 Common Stock per IPO 100,000              100       (20,000,000)           (2,000)            1,900               --
Exercise of A Warrants                      --                --         1,000,000               100          249,900
MMI Settlement Agreement                    --                --                --                --               --
Net Loss                                    --                --                --                --               --
                                     ---------      ------------      ------------      ------------     ------------

Balance, Dec. 31, 1994                 100,000               100         2,000,000               200          377,544
Exercise of B Warrants                      --                --         2,000,000               200          999,800
MMI settelement agreement                   --                --                --                --               --
Cash received from MMI                      --                --                --                --               --
Net loss                                    --                --                --                --               --
                                     ---------      ------------      ------------      ------------     ------------

Balance, Dec. 31, 1995                 100,000               100         4,000,000               400        1,377,344
Cash received from MMI                      --                --                --                --               --
Common Stock exchanged
  for Preferred Stock                 (100,000)             (100)       20,000,000             2,000           (1,900)
Net Loss                                    --                --                --                --               --
                                     ---------      ------------      ------------      ------------     ------------


Balance Dec 31, 1996                        --                --        24,000,000      $      2,400     $  1,375,444
Net Loss                                    --                --
                                     ---------      ------------      ------------      ------------     ------------

Balance Dec. 31, 1997                       --                --        24,000,000      $      2,400     $  1,375,444

Common stock issued for                             $                 $  3,300,000               330     $  1,375,444
  consulting services
Net Loss                                            $
                                     ---------      ------------      ------------      ------------     ------------
Balance Dec 31, 1998                                $                 $ 27,300,000             2,730        1,375,444

Net Loss
Balance September, 1999                             $                 $ 27,300,000      $      2,730     $  1,375,444
                                     =========      ============      ============      ============     ============

<CAPTION>

                                                   Deficit
                                       MMI        During the           Total
                                    Settlement    Development       Shareholder's
                                    Agreement       Stage              Equity
Net loss for the
  inception through
 December 31, 1992                $       --     ($    29,178)     ($    29,178)
Net Loss, 1993                            --           (7,462)           (7,462)
                                  ----------      ------------      ------------

Balance, Dec. 31, 1993                    --          (36,640)          (36,640)
  Common Stock Issued
   In reorganization                      --               --            36,754
Common Stock Issued in IPO                --               --            91,090
Preferred Stock exchanged for
 Common Stock per IPO                     --               --                --
Exercise of A Warrants                    --               --           250,000
MMI Settlement Agreement            (250,000)              --          (250,000)
Net Loss                                  --          (58,052)          (58,052)
                                  ----------      ------------      ------------

Balance, Dec. 31, 1994              (250,000)         (94,692)           33,152
Exercise of B Warrants                    --               --         1,000,000
MMI settelement agreement         (1,000,000)              --        (1,000,000)
Cash received from MMI               849,875               --           849,875
Net loss                                  --         (126,518)         (126,518)
                                  ----------      ------------      ------------

Balance, Dec. 31, 1995              (400,125)         (221,210)         756,509
Cash received from MMI               400,125               --           400,125
Common Stock exchanged
  for Preferred Stock
Net Loss                                  --         (308,137)         (308,137)
                                  ----------      ------------      ------------


Balance Dec 31, 1996              $       --     ($   529,347)     $    848,497
Net Loss                                  --     ($   290,579)     ($   290,579)
                                  ----------      ------------      ------------

Balance Dec. 31, 1997                                (819,926)          557,918

Common stock issued for           $               $                $        330
  consulting services
Net Loss                                             (217,582)         (217,582)
                                  ----------      ------------      ------------
Balance Dec 31, 1998                               (1,037,508)          340,666

Net Loss                                             (127,882)
Balance September, 1999           $              ($ 1,165,389)     $    212,832
                                  ==========     ============      ============
</TABLE>

                 See accompanying notes to financial statements                4


<PAGE>

                                  Raquel, Inc.
                    (formerly known as Colecciones de Raquel)
                          (A Development Stage Company)
                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                            Period from Inception
                                            For the Nine Month Period Ended     December 31, 1987
                                                              September 30,            to Current
                                                                       1999    September 30, 1999
                                                               -----------     ------------------
<S>                                                            <C>                  <C>
Cash flows from operating activities

 Net loss                                                      $  (127,882)          $(1,165,389)
Adjustments to reconcile net loss to net cash used in
 operating activities
      Depreciation                                                   7,130                35,014
   (Increase) decrease in
      Inventory                                                      1,052               (67,539)
      Prepaid expenses & other assets                               (2,908)               (1,880)
      Deposits                                                           0                (2,200)
   Increase (decrease) in

      Accounts Payable & accrued expenses                           (4,355)                   47
                                                               -----------           -----------

      Net cash used in operating activities                    $  (121,147)          $(1,201,947)
                                                               -----------           -----------


Cash flows from investing activities
      Purchase of Equipment & Improvements                              (0)              (47,721)

      Net cash used in investing activities                             (0)          $   (47,721)

Cash flows from financing activities
   Proceeds from MMI settlement agreement                               --           $ 1,250,000
   Proceeds from sale of common stock                                   --                91,090
   Payments for offering costs                                          --
Loans & paid-in capital from preferred stockholder                      --                36,754
                                                               -----------           -----------

   Net cash provided by financing activities                            --           $ 1,378,174
                                                               -----------           -----------

   Net increase(decrease) in cash and cash                     ($  121,147)          $   128,505
      equivalents                                              -----------           ===========

Cash & cash equivalents, beginning of period                   $   249,653
                                                               -----------

Cash & cash equivalents, end of period                         $   128,505
                                                               ===========

Interest received                                              $     6,102
                                                               ===========

Taxes paid                                                     $     1,311
                                                               ===========
</TABLE>

                 See accompanying notes to financial statements                5


<PAGE>


                                  Raquel, Inc.
                    (formerly known as Colecciones de Raquel)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                   (Unaudited)

1. Business

      Raquel, Inc. (formerly known as Colecciones de Raquel) (The "Company")
      designs and markets cosmetics, skin care, fragrance, and lingerie. The
      Company's cosmetics line is specifically designed for golden skin tones
      such as sallow and olive complexions.

2.  Unaudited financial statements

      The financial statements as of September 30, 1999 and September, 1998
      included herein are unaudited; however, such information reflects all
      adjustments consisting of normal recurring adjustments, which are, in the
      opinion of management, necessary for a fair presentation of the
      information for such periods. In addition, the results of operation for
      the interim periods are not necessarily indicative of results for the
      entire year. The accompanying financial statements should be read in
      conjunction with the Company's annual report filed on Form 10-KSB.

3.  Warrants and related settlement agreement

      In August 1994, the Company completed an initial public offering of its
      securities. The Company sold 1,000,000 units at $.10 per unit for gross
      proceeds of $100,000 on a self-underwritten basis. Expenses of the
      offering were $8,910. Each unit consists of one share of common stock and
      one Class A Warrant. The Class A Warrants were exercisable for one share
      of common stock and two Class B Warrants at a price of $.25 each. The
      Class B Warrants were exercisable for one share of common stock and one
      Class C Warrant at a price of $.50 each. The Class C warrants were to be
      exercisable for one share of common stock at a price of $1.00 each.

      In February 1995, all of the B Warrants were exercised in a transaction
      which the Company claims was fraudulent. Although the Company received no
      portion of the $250,000 exercise price, Units consisting of one share of
      common stock and two B Warrants were issued by the Company's transfer
      agent without the knowledge of the Company's officers or directors to
      persons purportedly exercising the A Warrants.

      In February 1995, all of the B Warrants were exercised in a transaction
      which the Company claims was fraudulent. Although the Company received no
      portion of the $1,000,000 exercise price, Units consisting of one share of
      common stock and one C warrant were issued by the Company's transfer agent
      without the knowledge of the Company's officers or directors to persons
      purportedly exercising the B Warrants.

      The shares of common stock issued in the Company's initial public offering
      and upon exercise of the A Warrants and B Warrants (collectively,
      "Shares") have been publicly traded. The C Warrants were also purportedly
      exercised without the receipt by the Company of the exercise price, the
      Company believes that the shares issued upon exercise of the C Warrants
      were not traded and the Company has canceled the C Warrants and the shares
      issued upon their exercise.

      In September 1995, the Company entered into an Agreement with Moore
      McKenzie, Inc., a Philippine corporation ("MMI"), which purchased and
      resold the shares following their exercise by third party entities. MMI
      has expressly denied any involvement in the exercise of the A Warrants, B
      Warrants, and C Warrants. Solely for the purpose of protecting and
      preserving its investment in the Shares and

                                                                               6


<PAGE>

      its reputation and goodwill, MMI agreed to pay the Company the exercise
      price of the A Warrants ($250,000) and B Warrants ($1,000,000). As of
      February 29, 1996, the Company had received all of the settlement

3.  Warrants and related settlement agreement (continued)

      Further, the Company agreed to sell MMI an additional 1,000,000 shares of
      common stock at a price of $1.00 per share in place of the shares which
      could have been purchased upon exercise of the canceled C Warrants. The
      option to purchase the additional 1,000,000 shares at $1.00 per share
      expired in September, 1996. MMI did not purchase the additional 1,000,000
      and no additional shares were issued. As part of the Agreement with MMI,
      the Company agreed to assist and cooperate with MMI in any action against
      third parties to recover MMI's damages suffered as a result of or in
      connection with MMI's purchase of the Shares.

4.  Legal proceedings

      In September of 1998, the Company filed a complaint and Demand for
      Arbitration before the American Arbitration Association against John W.
      Vanover. The Demand for Arbitration is for the return of $10,000 in cash
      and stock certificates for 2.6 million Company common shares. The basis of
      the dispute is for non-performance, bad faith, and willful malfeasance.

      An Arbitration hearing was held on July 16, 1999, before the American
      Arbitration Association in regard to the Company's claims against John W.
      Vanover. On August 5, 1999 the Company received notice that the Company
      had been awarded its demands in the Complaint.

      Currently, there are no material pending legal proceedings to which the
      Company or the property of the Company are subject. In addition, no
      proceedings are known to be contemplated by a governmental authority
      against the Company or any officer or director of the Company.

5.  Leases

      On October 1, 1995, the Company entered into a two year lease for a store
      front located in Beverly Hills, California. In October, 1997 this lease
      was renewed for another 2 years. The space is approximately 700 square
      feet, and the monthly rent is $1,100. In May 1996, the Company entered
      into a three year lease for a 900 square foot store front in downtown Los
      Angeles, California. Monthly rent for the space, which the Company is
      utilizing for its second showroom/boutique location, is $1,451 per month.
      This lease expired on June 30, 1999, and the store has been closed.

                                                                               7


<PAGE>

ITEM 2. Management's Discussion And Analysis Or Plan Of Operation

      Material Changes in Results of Operations

      Third Quarter revenues were higher than those of 1998 due to increased
      mail orders. Cost of Goods Sold were also lower due to a decrease in
      lingerie sales which have a lower profit margin. Selling, general, and
      administrative expenses for 1999 have continued to decrease due to
      cut-backs.

      Material Changes in Financial Condition

      During the nine month period ended September 30, 1999 the Company's cash
      position decreased due to the continued low level of sales relative to its
      cost of operations, and lack of offsetting inflows from financing
      activities.

      The Company's available cash at September 30, 1999 is expected to be
      sufficient to defray the Company's operating expenses through calendar
      year 1999.

      Financing

      The Company is currently seeking new financing with several firms in order
      to obtain working capital.

      Distribution

      Additionally, the Company was certified as a "Minority Vendor" in order to
      receive special consideration for distribution of its products in major
      department stores.

                                                                               8


<PAGE>

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

      In September of 1998, the Company filed a complaint and Demand for
      Arbitration before the American Arbitration Association against John W.
      Vanover. The Demand for Arbitration is for the return of $10,000 in cash
      and stock certificates for 2.6 million Company common shares. The basis of
      the dispute is for non-performance, bad faith, and willful malfeasance.
      Other than this item, there are no material pending legal proceedings to
      which the Company or the property of the Company are subject.

      An Arbitration hearing was held on July 16, 1999, before the American
      Arbitration Association in regard to the Company's claims against John W.
      Vanover. On August 5, 1999 the Company received notice that the Company
      had been awarded its demands in the Complaint.

      Currently, there are no material pending legal proceedings to which the
      Company or the property of the Company are subject. In addition, no
      proceedings are known to be contemplated by a governmental authority
      against the Company or any officer or director of the Company.

Item 2. Changes in Securities

      In September 1998, the Company issued 3,300,000 shares of common stock in
      exchange for consulting services to be performed by two consultants. Both
      consultants' contracts and services were terminated in 1998 and the
      Company placed a stop order on the above shares. (See Item 1 above.)
      Further, in April 1999, one consultant agreed to return 700,000 shares of
      common stock issued in exchange for consulting services for $4,000 in
      cash.

      In June, 1999, the Company entered into an agreement with Angela Z. Hardy
      and Corporate Image Builders for investor relations services. Per this new
      agreement, the Company has released the shares which were initially issued
      to Angela Zucchini, aka, Angela Z. Hardy in June of 1998, for payment of
      these services.

Item 3. Defaults Upon Senior Securities

      Inapplicable.

Item 4.  Submission of Matters to a Vote of Security Holders

      Inapplicable.

Item 5. Other Information

      The Company appointed additional board members in November. They are:
      Robert Filiatreaux, Corporate Secretary, Isabel Rodriguez, Director, Noah
      Luzel Sumpter, Director, and Michael Holguin, Director.

      On October 15, the Company changed its corporate name to Raquel, Inc.
      Additionally, the Company's stock symbol was changed to "RAQL." Raquel
      Zepeda, President and CEO issued a press release announcing these changes.

                                                                               9


<PAGE>

      On June 2, 1999 the Company stock commenced trading on the NASD Bulletin
      Board under its symbol, "CRQL."

      In June, 1999, the Company entered into an investor relations agreement
      with Corporate Image Builders.

Item 6. Exhibits and Reports on Form 8K

      (a) Exhibits

          Inapplicable.

      (b) Reports on Form 8-K

          No reports on Form 8-K were filed during the period covered by this
          report.

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                    RAQUEL, INC.
                                    (FORMERLY KNOWN AS COLECCIONES DE RAQUEL)
                                    (Registrant)

Dated: November 9, 1999             By: /s/ Raquel Zepeda
                                        -------------------------------------
                                    Raquel Zepeda, Chief Financial Officer

                                                                              10