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 March 31, 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

                           COLECCIONES DE 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)

--------------------------------------------------------------------------------
(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 March 31, 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) - March 31, 1999 .........................1

     (b)   Statements of Operations (Unaudited) - Three months ended
           March 31, 1999 and 1997 Period from
           Inception (December 1, 1987) to March 31, 1999......................2

     (c)   Statements of Operations (Unaudited) -Third Quarter
           ended March 31, 1999 and 1998 and Prior 1998 Fourth Quarter.........3

     (d)   Statement of Stockholder's Equity (Unaudited) -
           Period from Inception (December 1, 1987) to March 31, 1999..........4

     (e)   Statements of Cash Flows (Unaudited) - Three months ended
           March 31, 1999 and Period from Inception (December 1, 1987) 
           to March 31, 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

<PAGE>

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

                                                                  March 31, 1999
                                                                  --------------
Assets

  Current Assets

    Cash and equivalents                                            $   210,504
    Merchandise Inventory                                                68,625
    Deposits paid and other assets                                        7,130
                                                                    -----------

    Total Current Assets                                            $   286,259

  Equipment, Furniture & Fixtures, net of
  accum. depr. $30,242                                                   17,478
                                                                    -----------

  Total Assets                                                      $   303,737
                                                                    ===========

Liabilities and Stockholders Equity

  Current Liabilities
    Accounts payable                                                $     4,235
    Taxes payable                                                         1,082
                                                                    -----------

    Total current liabilities                                       $     5,317

  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                                                            (1,079,754)

    Total stockholder's equity                                          298,420

  Total liabilities and stockholder's equity                        $   303,737
                                                                    ===========


                 See accompanying notes to financial statements                1

<PAGE>

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

                                                               Period from
                                                               Inception
                                                              (Dec.1, 1987)
                                           Three Months            To
                                           Ended March         March 1999

                                       1999         1998          1999
                                       ----         ----          ----

Sales                                   1,804         2,199        34,185
Cost of Goods Sold                        228         1,170        14,281
                                   ----------    ----------    ----------

Gross Profit                            1,576         1,029        19,904

Selling, general, and
  administrative expenses              46,294        57,096     1,202,727
                                   ----------    ----------    ----------

(Loss) from operations                (44,718)      (56,067)   (1,182,823)

Interest Income                         2,471          5351        84,106

Litigation settlement &
  other income                                                     22,964

Loss before provision for
  income taxes                        (42,247)      (50,716)   (1,075,755)

Provision for income taxes                                          4,000

Net Loss                             ($42,247)     ($50,716)   (1,079,755)
                                   ==========    ==========    ==========

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

Weighted average number of
  common shares                    27,300,000    24,000,000
                                   ==========    ==========


                 See accompanying notes to financial statements                2

<PAGE>

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

                                            First Quarter         Fourth Quarter
                                            Ended March 31,        December 31,

                                          1999          1998           1998
                                          ----          ----           ----

Sales                                        1804          2199           882
Cost of Goods Sold                            228          1170           319
                                       ----------    ----------    ----------
                                     
Gross Profit                                1,576          1029           563
                                     
Selling, general, and                
  administrative expenses                  46,294        57,096        48,892
                                       ----------    ----------    ----------
                                     
(Loss) from operations                    (44,718)      (56,067)      (48,329)
                                     
Interest Income                             2,471         5,351         3,374

Loss before provision for            
  income taxes                            (42,247)      (50,716)      (44,955)
                                     
Provision for income taxes           
                                     
Net Loss                                 ($42,247)     ($50,716)      (44,955)
                                       ==========    ==========    ==========
                                     
Net Loss per share                        ($.0015)        ($.01)        ($.01)
                                       ==========    ==========    ==========
                                     
Weighted average number of           
  common shares                        27,300,000    24,000,000    27,300,000
                                       ==========    ==========    ==========


                 See accompanying notes to financial statements                3

<PAGE>

                           COLECCIONES DE RAQUEL, INC.
                         (A Developement Stage Company)
                           Statement of Stockholders'
                   Equity For the Period from December 1, 1987
                          (inception) to March 31, 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                                         Preferred Stock               Common Stock                                      
                                     -----------------------      ---------------------       Additional         MMI     
                                       Number                       Number                    Paid-In       Settlement   
                                     of Shares        Amount      of Shares      Amount       Capital        Agreement   
                                     ---------        ------      ---------      ------     ----------      ----------   
<S>                                  <C>                 <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                  --              --              --          --              --        (250,000)
Net Loss                                  --              --              --          --              --              -- 
                                     -------           -----     -----------    --------    ------------    ------------

Balance, Dec. 31, 1994               100,000             100       2,000,000         200         377,544        (250,000)
Exercise of B Warrants                    --              --       2,000,000         200         999,800              -- 
MMI Settelement Agreement                 --              --              --          --              --      (1,000,000)
Cash received from MMI                    --              --              --          --              --         849,875
Net loss                                  --              --              --          --              --              -- 
                                     -------           -----     -----------    --------    ------------    ------------

Balance, Dec. 31, 1995               100,000             100       4,000,000         400       1,377,344        (400,125)
Cash received from MMI                    --              --              --          --              --         400,125
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 March, 1999                                    $          27,300,000    $  2,730    $  1,375,444    $                   
                                                       =====    ============    ========    ============    ============
<CAPTION>

                                   Deficit
                                  During the       Total
                                 Development    Shareholder's
                                    Stage          Equity
                                 -----------   --------------
<S>                              <C>            <C>
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)
Net Loss                             (58,052)        (58,052)
                                 -----------    ------------

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

Balance, Dec. 31, 1995              (221,210)        756,509
Cash received from MMI                    --         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                             (42,247)
Balance March, 1999              ($1,079,755)   $    298,420
                                 ===========    ============ 
</TABLE>

                 See accompanying notes to financial statements                4

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                         Period from
                                                            For the Period Ended      Inception to Current
                                                                  March 31,           December 31, 1987 -
                                                             1999          1998         March 31, 1999
                                                         -----------    -----------   --------------------
<S>                                                      <C>            <C>              <C>         
Cash flows from operating activities                                                  
  Net loss                                               $   (42,247)   $   (50,716)     $  (994,660)
   Adjustments to reconcile net loss                                                  
     to net cash used in                                                              
     operating activities                                                             
       Depreciation                                            2,358          2,235           25,587
     (Increase) decrease in                                                           
       Inventory                                                  34          1,557          (70,233)
       Prepaid expenses & other assets                          (141)          (570)          (4,537)
       Deposits                                                    0         (1,600)          (2,880)
     (Increase) decrease in                                                           
       Accounts Payable & accrued expenses                       915         (9,822)             195
                                                         -----------    -----------      -----------
                                                                                      
       Net cash used in operating activities             $   (39,290)   $   (58,916)     $(1,046,528)
                                                         -----------    -----------      -----------
                                                                                      
Cash flows from investing activities                                                  
       Purchase of Equipment                                      (0)          (186)         (47,558)
       Leasehold Improvements                                     (0)             0   
                                                                                      
       Net cash used in investing activities                      (0)          (186)         (47,558)
                                                                                      
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                    --             --      $ 1,377,844
                                                         -----------    -----------      -----------
                                                                                      
     Net increase(decrease) in cash and cash                
       equivalents                                          ($39,290)      ($59,102)     $(1,094,086)
                                                         -----------    -----------      -----------
                                                                                      
Cash & cash equivalents, beginning of period             $   249,653    $   460,939          335,805
                                                         -----------    -----------      -----------
                                                                                      
Cash & cash equivalents, end of period                   $   210,504    $   401,837      $   283,758
                                                         ===========    ===========      ===========
                                                                                      
Interest received                                        $     2,470    $     5,351      $    78,457
                                                         ===========    ===========      ===========
                                                                                      
Taxes paid                                               $         0    $         0      $     4,000
                                                         ===========    ===========      ===========
</TABLE>


                                       5

<PAGE>

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

1. Business

      Colecciones de Raquel, Inc. (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 March 31, 1999 and for the periods ended
      March, 1998 and 1997 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 1998 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 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 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


                                                                               6

<PAGE>

      Company had received all of the settlement. 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. MMI did not purchase the
      additional 1,000,000 and no additional shares were issued. The option to
      purchase the additional 1,000,000 shares at $1.00 per share expired in
      September, 1996.

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. In July,
      1998, the Company placed a stop order on the above 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. 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 ends on June 30, 1999.


                                                                               7

<PAGE>

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

      Material Changes in Results of Operations

      Sales were down 18% in the 1999 Third Quarter revenues compared to those
      of 1998. However, the First Quarter 1988 Cost of Goods Sold were
      substantially lower in 1999 due to an increase in cosmetic sales and
      decrease in lingerie, who have a lower mark-up value. First Quarter 1999 S
      G& Expenses were down 23% from the prior year. This is mostly attributed
      to cut-backs in costs in September of 1998. The First Quarter expense were
      higher from Fourth Quarter, 1998 due to accounting expenses incurred
      during the audit.

      Material Changes in Financial Condition

      The Company's cash position decreased the three month period ended March
      31, 1999. This is attributed to the Company's continued low level of sales
      relative to its cost of operations, and lack of offsetting inflows from
      financing activities. Due to sales, inventory levels were lower from
      year-end 1998.

      The continued operation and existence the Company will be dependent on
      obtaining additional capital to implement its plans to increase
      distribution and sales, and its ability to generate significant product
      sales and ultimately to achieve profitable operations. The Company's
      available cash at March 31, 1999 is expected to be sufficient to defray
      the Company's operating expenses through calendar year 1999.


                                                                               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.

Item 2. Changes in Securities

            In June 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. 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. The remaining 2,600,000 shares are
pending cancellation subsequent to an arbitration. See Item 1 above.

Item 3. Defaults Upon Senior Securities

            Inapplicable.

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

            Inapplicable.

Item 5. Other Information

            On May 20, 1998, the Company entered into a sales contract with Con
Estilo Latino. The Company's products will be featured in high-quality, full
color Spanish language catalog that will be issued in the Fall of 1998. The
proceeds will be divided on a 50/50 basis for each sale. The catalog's
circulation is 125,000 and targets the Hispanic Market.

Item 6. Exhibits and Reports on Form 8K

            (a) Exhibits

                Inapplicable.


                                                                               9

<PAGE>

            (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.

                                         COLECCIONES DE RAQUEL, INC.
                                         (Registrant)


Dated: May 10, 1999                      By: /s/ Raquel Zepeda
                                             -----------------------------------
                                             Raquel Zepeda, 
                                             Chief Financial Officer


                                                                              10