-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IUJlvQONb7Pnk+PkgvW9nlDrdunqAY84v3Wgg099qqIgxcPLSHv1hkP87F8QRG5i y7n50g8v8wadQYCcxqJKSA== 0001144204-07-043432.txt : 20070814 0001144204-07-043432.hdr.sgml : 20070814 20070814155932 ACCESSION NUMBER: 0001144204-07-043432 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070630 FILED AS OF DATE: 20070814 DATE AS OF CHANGE: 20070814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RECEIVABLE ACQUISITION & MANAGEMENT CORP CENTRAL INDEX KEY: 0000733337 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 133186327 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 001-09370 FILM NUMBER: 071055051 BUSINESS ADDRESS: STREET 1: 140 BROADWAY STREET 2: 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2128587590 MAIL ADDRESS: STREET 1: 140 BROADWAY STREET 2: 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 FORMER COMPANY: FORMER CONFORMED NAME: FEMINIQUE CORP DATE OF NAME CHANGE: 19990730 FORMER COMPANY: FORMER CONFORMED NAME: BIOPHARMACEUTICS INC// DATE OF NAME CHANGE: 19990730 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRATED GENERICS INC /NV/ DATE OF NAME CHANGE: 19880824 10QSB 1 v084486_10qsb.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB

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

1-9370
(COMMISSION FILE NUMBER)

FOR THE QUARTERLY PERIOD JUNE 30, 2007

FOR

RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION

(Exact Name of Registrant as Specified in the Charter)

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

2500 Plaza 5
Harbor Side Financial Center
Jersey City, N.J. 07311
201-633-4715

Check whether the Registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days: Yes x   No o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o   No x

As of August 10, 2007 there were 17,104,569 shares of the Registrant’s Common Stock, $0.001 par value per share, outstanding.

Transitional Small Business Disclosure Format Yes o   No x

1


RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2007

TABLE OF CONTENTS

PART I
FINANCIAL INFORMATION
 
     
ITEM 1.
FINANCIAL STATEMENTS
 4
     
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & OPERATIONS
 25
     
 
RISK FACTORS
30
     
ITEM 3.
CONTROLS AND PROCEDURES
30
     
PART II
OTHER INFORMATION
 
     
ITEM 1.
LEGAL PROCEEDINGS
31
     
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
32
     
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
32
     
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
32
     
ITEM 5.
OTHER INFORMATION
32
     
ITEM 6.
EXHIBITS
32
     
SIGNATURES
 
33

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

2


RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
FOR THE NINE MONTHS ENDED JUNE 30, 2007 AND 2006

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

  Pages  
Condensed Consolidated Balance Sheet as of June 30, 2007 (Unaudited)
4
   
Condensed Consolidated Statements of Operations for the nine months and three
Months ended June 30, 2007 and 2006 (Unaudited)
5
   
Condensed Consolidated Statements of Cash Flows for the nine months ended
June 30, 2007 and 2006 (Unaudited)
6
   
Notes to Condensed Consolidated Financial Statements 
7-24
 
3


RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
JUNE 30, 2007

ASSETS
     
       
CURRENT ASSETS
     
Cash
 
$
269,409
 
Prepaid Expenses
   
151
 
Finance receivables - short term
   
169,251
 
Security Deposit
   
939
 
         
Total current assets
   
439,750
 
         
OTHER ASSETS
       
Finance receivables - long-term
   
343,632
 
         
Total other assets
   
343,632
 
         
TOTAL ASSETS
 
$
783,382
 
         
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
       
         
CURRENT LIABILITIES
       
Accrued and other expenses
 
$
80,690
 
Liability for stock to be issued
   
1,500
 
Notes Payable -short term
   
219,129
 
         
Total current liabilities
   
301,319
 
         
LONG TERM LIABILITIES
       
Notes payable -long term
   
149,582
 
         
TOTAL LIABILITIES
   
450,901
 
 
       
STOCKHOLDERS' EQUITY (DEFICIT)
       
Preferred stock, par value $10 per share; authorized 10,000,000 shares, 0 shares issued and outstanding at June 30, 2007
   
-
 
Common stock, par value $.001 per share; 325,000,000 shares authorized and 19,078,917 shares issued and 16,928,917 outstanding at June 30, 2007.
   
19,078
 
Additional paid-in capital
   
820,230
 
Total paid-in capital
   
839,308
 
Accumulated deficit
   
(291,827
)
Total paid-in capital and accumulated deficit
   
547,481
 
Less : Cost of treasury stock (2,150,000 shares)
   
(215,000
)
Total stockholders' equity (deficit)
   
332,481
 
         
         
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
 
$
783,382
 

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

4

 
RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES  
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE NINE AND THREE MONTHS ENDED JUNE 30, 2007 AND 2006
   
FOR THE NINE MONTHS
ENDED JUNE 30,
 
FOR THE THREE MONTHS
ENDED JUNE 30,
 
   
2007
 
2006
 
2007
 
2006
 
                   
                   
REVENUES
                 
Financing income
 
$
171,201
 
$
260,186
 
$
51,464
 
$
85,613
 
Gain on sales of finance receivable
   
18,334
   
199,591
   
-
   
180,257
 
Service income and other
   
81,819
   
167,316
   
11,554
   
70,230
 
TOTAL INCOME
   
271,354
   
627,093
   
63,018
   
336,100
 
                           
COSTS AND EXPENSES
                 
Selling, general and administrative
   
539,783
   
509,184
   
161,653
   
157,968
 
Total costs and expenses
   
539,783
   
509,184
   
161,653
   
157,968
 
                           
NET INCOME (LOSS) BEFORE OTHER INCOME
   
(268,429
)
 
117,909
   
(98,635
)
 
178,132
 
                           
OTHER INCOME (LOSS)
                         
Loss on sale of finance receivables
   
(15,205
)
 
(5,409
)
 
-
   
-
 
Interest income
   
700
   
688
   
344
   
194
 
Interest expense
   
(9,598
)
 
(3,281
)
 
(9,598
)
 
(3,281
)
Total other Income (Loss)
   
(24,103
)
 
(8,002
)
 
(9,254
)
 
(3,087
)
                           
NET INCOME INCOME (LOSS) BEFORE PROVISION FOR INCOME TAX
 
$
(292,532
)
$
109,907
 
$
(107,889
)
$
175,045
 
                           
PROVISION FOR INCOME TAXES
   
-
   
(28,027
)
 
-
   
(28,027
)
                           
NET INCOME (LOSS) BEFORE PREFERRED STOCK DIVIDEND
   
(292,532
)
 
81,880
   
(107,889
)
 
147,018
 
                           
LESS PREFERRED STOCK DIVIDEND
   
-
   
(30,000
)
 
-
   
(10,000
)
                           
NET INCOME (LOSS) APPLICABLE TO COMMON STOCK
 
$
(292,532
)
$
51,880
 
$
(107,889
)
$
137,018
 
                           
BASIC INCOME (LOSS) PER COMMON SHARE
 
$
(0.02
)
$
0.00
 
$
(0.01
)
$
0.01
 
                           
DILUTED INCOME (LOSS) PER COMMON SHARE
 
$
(0.00
)
$
0.00
 
$
(0.00
)
$
0.01
 
                           
WEIGHTED AVERAGE OUTSTANDING SHARES
                         
OF COMMON STOCK - BASIC
   
16,949,283
   
17,338,510
   
16,928,917
   
17,808,917
 
                           
WEIGHTED AVERAGE OUTSTANDING SHARES
                         
OF COMMON STOCK - DILUTED
   
19,045,283
   
19,634,510
   
19,024,917
   
20,104,917
 

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

5

 
RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES  
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED JUNE 30, 2007 AND 2006

   
2007
 
2006
 
           
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
Net Income (Loss)
 
$
(292,532
)
$
81,880
 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
             
               
Changes in Certain Assets and Liabilities
             
Proceeds from sale of portfolio - net of gain
   
227,907
   
142,415
 
Acquisition of finance receivables, net of buybacks
   
(397,808
)
 
(642,185
)
Collections applied to principal on finance receivables
   
504,602
   
336,455
 
(Increase) Decrease in prepaid expenses
   
(1,090
)
 
(15,000
)
(Decrease) in accounts payable - trade
   
-
   
(18,238
)
Increase (decrease) accrued expenses
   
46,638
   
(15,226
)
Increase in liability for stock to be issued
   
1,500
   
-
 
Decrease in other payables
   
-
   
(45,000
)
(Decrease) Increase in Income Taxes
   
(1,900
)
 
28,027
 
               
Net cash provided by (used in) operating activities
   
87,317
   
(146,872
)
               
CASH FLOWS FROM FINANCING ACTIVITIES
             
Repurchase of retired common stock
   
(55,000
)
 
-
 
Repurchase of warrants
   
-
   
(112,600
)
Payments on notes payable
   
(217,548
)
 
172,251
 
Proceeds from from note payable
   
300,000
   
-
 
Preferred stock dividend
   
-
   
(20,000
)
               
Net cash provided by financing activities
   
27,452
   
39,651
 
               
NET INCREASE (DECREASE) IN CASH
   
114,769
   
(107,221
)
               
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
   
154,640
   
212,424
 
               
CASH AND CASH EQUIVALENTS - END OF PERIOD
 
$
269,409
 
$
105,203
 
               
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
             
Issuance of Common Stock for:
             
Conversion of notes payable
 
$
-
 
$
16,897
 
Conversion of preferred stock
 
$
800,000
 
$
-
 
Conversion of preferred stock payable
 
$
20,000
 
$
-
 
 
The accompanying notes are an integral part of the condensed consolidated financial statements.

6


RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007 AND 2006 (UNAUDITED)

NOTE 1-
  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 
A.
THE COMPANY AND PRESENTATION

The condensed consolidated unaudited interim financial statements included herein have been prepared by Receivable Acquisition and Management Corporation and Subsidiaries (the "Company"), formerly Feminique Corporation and Subsidiaries without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted as allowed by such rules and regulations, and the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the September 30, 2006 audited consolidated financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these condensed consolidated financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year.

The management of the Company believes that the accompanying unaudited condensed consolidated financial statements contain all adjustments (including normal recurring adjustments) necessary to present fairly the operations, changes in stockholders' equity (deficit), and cash flows for the periods presented.
 
On November 25, 2003, the Company incorporated a wholly owned subsidiary Receivable Acquisition and Management Corp of New York ("Ram"). This corporation plans to purchase, manage and collect defaulted consumer receivables.

7

 
RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007 AND 2006 (UNAUDITED)
 
NOTE 1-
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 
A.
THE COMPANY AND PRESENTATION (CONTINUED)

On April 21, 2004, the Company amended its certificate of incorporation to increase its authorized number of shares of common stock from 75,000,000 shares to 325,000,000 shares. This amendment was approved by the Company's shareholders at its April 20, 2004 annual meeting.

 
B.
FINANCE RECEIVABLES

The Company on December 15, 2003, acquired defaulted consumer receivable portfolios for $569,071 with a face value of $15,985,138. Another portfolio with face value of $18,944,048 was acquired for $331,501. The Company accounts for its investment in finance receivables under the guidance of Statement of Position ("SOP") 03-3, "Accounting for Loans or Certain Debt Securities Acquired in a Transfer." This SOP limits the yield that may be accreted (accretable yield) to the excess of the Company's estimate of undiscounted expected principal, interest and other cash flows (cash flows expected at the acquisition to be collected) over the Company's initial investment in the finance receivables. Subsequent increases in cash flows expected to be collected are recognized prospectively through adjustment of the finance receivables yield over its remaining life. Decreases in cash flows expected to be collected are recognized as impairment to the finance receivable portfolios. The Company's proprietary collections model is designed to track and adjust the yield and carrying value of the finance receivables based on the actual cash flows received in relation to the expected cash flows.
The Company acquired on April 19, 2004 a third portfolio with a face value of $447,390 for $31,317.

The Company, on September 16, 2004 put $97,763 on deposit for a fourth portfolio. However, the Company did not take possession of the portfolio and received a full refund in October 2004.

8

 
RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007 AND 2006 (UNAUDITED)
NOTE 1-
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 
B.
FINANCE RECEIVABLES (CONTINUED)

The Company acquired on October 10, 2004 a new portfolio with a face value of $2,107,132 for $100,444. The Company will use for this portfolio the "Recovery Method" for revenue recognition under which no revenue is recognized until the investment amount of $100,444 has been recovered.

On November 23, 2004 the Company sold the portfolio with an original face value of $18,944,048 and an acquisition price of $331,051 for a sale price of $293,250. The Company recognized a gain of $87,514 on the sale. The carrying value of the portfolio at the time of sale was $205,736.

During the quarter ending March 31, 2005, the Company acquired portfolios for $487,280. The Company will use for these portfolios the "Recovery Method" for revenue recognition under which no revenue is recognized until the investment amount of $487,280 has been recovered.

The Company acquired on April 11, 2005 a portfolio with a face value of $5,500,000 for $375,000. The Company will apply the "Recovery Method" for revenue recognition under which no revenue is recognized until the investment amount of $375,000 has been recovered.

The Company acquired the fourth tranche of a forward flow on June 2, 2005 with a face value of $619,275 for $37,660. The Company will apply the "Recovery Method" for revenue recognition under which no revenue is recognized until the investment amount of $37,660 has been recovered.

During the quarter ending June 30, 2005, the Company acquired total portfolios for $412,660. The Company will use for these portfolios the "Recovery Method" for revenue recognition under which no revenue is recognized until the investment amount of $412,660 has been recovered.

9

 
RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007 AND 2006 (UNAUDITED)

NOTE 1-
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


 
B.
FINANCE RECEIVABLES (CONTINUED)

On July 12, 2005, the Company sold the portfolio with an original face value of $3,674,498 and an acquisition price of $233,330 for a sales price of $168,767. The Company will recognize a loss in the fourth quarter. The Company retained approximately $92,000 in face value of paying accounts.

During the quarter ending September 30, 2005 the Company acquired total portfolios for $239,162. The Company will use for these portfolios the "Recovery Method" for revenue recognition under which no revenue is recognized until the investment amount of $239,162 has been recovered.

On November 22, 2005 the Company sold a portfolio with an acquisition price of $172,827 for $112,290. The Company recognized a loss of $5,409 on the sale.

During the quarter ending March 31, 2006, the Company acquired total portfolios for $207,459. The Company will use for these portfolios the "Recovery Method" for revenue recognition under which no revenue is recognized until the investment amount of $207,459 has been recovered.

During the quarter ending March 31, 2006 the Company sold a portfolio with a carrying value of $4,987 for $24,321. The Company recognized a gain of $19,344 on the sale.

During the quarter ending June 30, 2006, the Company acquired total portfolios for $434,726. The Company will use for these portfolios the "Recovery Method" for revenue recognition under which no revenue is recognized until the investment amount of $434,726 has been recovered.

The Company sold a financial receivable portfolio on April 28, 2006. The face amount of the portfolio is $4,107,881. The portfolio was sold for $205,394 or approximately 5% of the portfolio's face value. The Company recognized a gain of $180,256 on the sale.

10


RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007 AND 2006 (UNAUDITED)

NOTE 1-
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 
B.
FINANCE RECEIVABLES (CONTINUED)

During the quarter ending September 30, 2006, the Company acquired total portfolios for $117,944. The Company will use for these portfolios the "Recovery Method" for revenue recognition under which no revenue is recognized until the investment amount of $117,944 has been recovered.

During the quarter ending December 31, 2006, the Company acquired total portfolios for $73,560. The Company will use for these portfolios the “Recovery Method” for revenue recognition under which no revenue is recognized until the investment amount of $73,560 has been recovered.

During the quarter ended March 31, 2007, the Company acquired total porfolios for $324,248. The Company will use for these portfolios the "Recovery Method" for revenue recognition under which no revenue is recognized until the investment amount of $324,248 has been recovered.

During the quarter ended March 31, 2007 the Company sold several portfolios for a total sales price of $231,036. The Company recognized a net gain of $3,129 on these sales. The Company retained approximately $488,335 in face amount of these portfolios.

In the event that cash collections would be inadequate to amortize the carrying balance, an impairment charge would be taken with a corresponding write-off of the receivable balance. Accordingly, the Company does not maintain an allowance for credit losses.
The agreements to purchase the aforementioned receivables include general representations and warranties from the sellers covering account holder death or bankruptcy, and accounts settled or disputed prior to sale. The representation and warranty period permitting the return of these accounts from the Company to the seller is typically 90 to 180 days.

11

 
RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007 AND 2006 (UNAUDITED)

NOTE 1-
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


 
B.
FINANCE RECEIVABLES (CONTINUED)

Any funds received from the seller of finance receivables as a return of purchase price are referred to as buybacks. Buyback funds are simply applied against the finance receivable balance received. They are not included in the Company's cash collections from operations nor are they included in the Company's cash collections applied to principal amount. Gains on sale of finance receivables, representing the difference between sales price and the unamortized value of the finance receivables, are recognized when finance receivables are sold.

Changes in finance receivables for the nine months ended June 30, 2007 is as follows:
Balance at beginning of year October 1, 2006
 
$
847,584
 
Acquisition of finance receivables
   
397,808
 
Cash collections applied to principal
   
(504,602
)
Sale of portfolio - net of gain
   
(227,907
)
Balance at the end of the year
 
$
512,883
 
Estimated Remaining Collections ("ERC")*
 
$
2,359,442
 
 
* Estimated remaining collection refers to the sum of all future projected cash collections from acquired portfolios. ERC is not a balance sheet item, however, it is provided for informational purposes. Income recognized on finance receivables was $171,201 and $260,186 for the nine months ended June 30, 2007 and 2006 respectively.

12


RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007 AND 2006 (UNAUDITED)
NOTE 1-
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 
B.
FINANCE RECEIVABLES (CONTINUED)
 
Under SOP-03-3 debt security impairment is recognized only if the fair market value of the debt has declined below its amortized costs. Currently no amortized costs are below fair market value. Therefore, the Company has not recognized any impairment for the finance receivables.
 
C. PRINCIPLES OF CONSOLIDATION
 
The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.
 
D. CASH AND CASH EQUIVALENTS
 
The Company considers all highly liquid debt instruments and other short-term investments with an initial maturity of three months or less to be cash or cash equivalents. There were no cash equivalents as of March 31, 2007.
 
D. CASH AND CASH EQUIVALENTS (CONTINUED)
 
The Company maintains cash and cash equivalents balances at financial institutions that are insured by the Federal Deposit Insurance Corporation up to $100,000. At June 30, 2007, the Company’s had an uninsured cash balance of $169,409.
 
E. FURNITURE AND EQUIPMENT
 
Furniture and equipment when acquired will be stated at cost. Depreciation will be provided using straight-line method over the estimated useful lives of the assets. Maintenance and repairs are charged to operations when incurred. When assets are sold or otherwise disposed of, the asset accounts and related accumulated depreciation accounts are relieved, and any gain or loss is included in operations.

13


RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007 AND 2006 (UNAUDITED)
NOTE 1-
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
F. INCOME TAXES
 
The Company has adopted the provisions of Statement of Financial Accounting Standards ("SFAS") No. 109, Accounting for Income Taxes. The statement requires an asset and liability approach for financial accounting and reporting of income taxes, and the recognition of deferred tax assets and liabilities for the temporary differences between the financial reporting bases and tax bases of the Company's assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled.
 
G. USE OF ESTIMATES
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires 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 revenues and expenses during this reported period. Actual results could differ from those estimates.
 
H. STOCK-BASED COMPENSATION
 
Effective December 31, 2005, the Company adopted the provisions of Financial Accounting Standards Board Statement of Financial Accounting Standard ("SFAS") No. 123(R), "Share-Based Payments," which establishes the accounting for employee stock-based awards. Under the provisions of SFAS No.123(R), stock-based compensation is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the requisite employee service period (generally the vesting period of the grant). The Company adopted SFAS No. 123(R) using the modified prospective method and, as a result, periods prior to December 31, 2005 have not been restated. The Company recognized stock-based compensation for awards issued under the Company's stock option plans in other income/expenses included in the Consolidated Statement of Operations. Additionally, no modifications were made to outstanding stock options prior to the adoption of SFAS No. 123(R), and no cumulative adjustments were recorded in the Company's financial statements.

14

 
RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007 AND 2006 (UNAUDITED)

NOTE 1-
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

H. STOCK-BASED COMPENSATION (CONTINUED)
 
Prior to December 31, 2005, the Company accounted for stock-based compensation in accordance with provisions of Accounting Principles Board Opinion No. 25 ("APB No. 25"), "Accounting for Stock Issued to Employees," and related interpretations. Under APB No. 25, compensation cost was recognized based on the difference, if any, on the date of grant between the fair value of the Company's stock and the amount an employee must pay to acquire the stock. The Company grants stock options at an exercise price equal to 100% of the market price on the date of grant. Accordingly, no compensation expense was recognized for the stock option grants in periods prior to the adoption of SFAS No. 123(R).
 
The Company measures compensation expense for its non-employee stock-based compensation under the Financial Accounting Standards Board (FASB) Emerging Issues Task Force (EITF) Issue No. 96-18, "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services". The fair value of the option issued is used to measure the transaction, as this is more reliable than the fair value of the services received.
 
H. STOCK-BASED COMPENSATION (CONTINUED)
 
The fair value is measured at the value of the Company's common stock on the date that the commitment for performance by the counterparty has been reached or the counterparty's performance is complete. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital.
 
I. REVENUE RECOGNITION
 
Revenue is recognized based on AICPA Statement of Position 03-3, if the management is reasonably comfortable with expected cash flows. In the event, expected cash flows cannot be reasonably estimated, the Company will use the "Recovery Method" under which revenues are only recognized after the initial investment has been recovered.

15

 
RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007 AND 2006 (UNAUDITED)

NOTE 1-
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
J. EARNINGS (LOSS) PER SHARE OF COMMON STOCK
 
Historical net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents were not included in the computation of diluted earnings per share when the Company reported a loss because to do so would be antidilutive for periods presented.
 
 
   
June 30,
 
June 30,
 
   
2007
 
2006
 
           
Net income (loss) after payment of
         
preferred dividend
   
(292,532
)
 
51,880
 
               
Weighted-average common shares
             
outstanding (Basis)
   
16,949,283
   
17,338,510
 
               
Weighted - average common stock outstanding equivalents
             
Stock options
   
-
   
950,000
 
Warrants
   
-
   
1,346,000
 
                 
Weighted - average common stock outstanding equivalents (Diluted)
   
-
   
19,634,510
 
 

For the nine months ending June 30, 2007 options and warrants were not included in the computation of diluted EPS because inclusion would have been antidilutive. There were 2,096,000 and common stock equivalents at June 30, 2007.
 
K. RECENT ACCOUNTING PRONOUNCEMENTS
 
In October 2003, the American Institute of Certified Public Accountants issued Statement of Position ("SOP") 03-03, "Accounting for Loans or Certain Securities Acquired in a Transfer." This SOP proposes guidance on accounting for differences between contractual and expected cash flows from an investor's initial investment in loans or debt securities acquired in a transfer if those differences are attributable, at least in part, to credit quality.

16

 
RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007 AND 2006 (UNAUDITED)

NOTE 1-
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
K. RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
 
This SOP is effective for loans acquired in fiscal years beginning after December 15, 2004. This SOP would limit the revenue that may be accrued to the excess of the estimate of expected future cash flows over a portfolio's initial cost of accounts receivable acquired. The SOP would require that the excess of the contractual cash flows over expected cash flows not be recognized as an adjustment of revenue, expense, or on the balance sheet. The SOP would freeze the internal rate of return, referred to as IRR, originally estimated when the accounts receivable are purchased for subsequent impairment testing. Rather than lower the estimated IRR if the original collection estimates are not received, the carrying value of a portfolio would be written down to maintain the original IRR. Increases in expected future cash flows would be recognized prospectively through adjustment of the IRR over a portfolio's remaining life. The SOP provides that previously issued annual financial statements would not need to be restated. Management has decided on the early adoption of the application of this SOP.
 
In May 2003, the FASB issued SFAS Statement No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). This statement is effective for financial instruments entered into or modified after May 31, 2003 and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatory redeemable financial instruments of nonpublic entities, if applicable. It is to be implemented by reporting the cumulative effect of a change in an accounting principle for financial instruments created before the issuance date of the Statement and still existing at the beginning of the interim period of adoption. The adoption of this statement did not have a significant impact on the Company's results of operations or financial position.

17


RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007 AND 2006 (UNAUDITED)
NOTE 1-
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
K. RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
 
In May 2005, the FASB issued SFAS 154, "Accounting Changes and Error Corrections - a replacement of APB Opinion No. 20 and FASB Statement No. 3" (SFAS 154), which requires a retrospective application to prior periods' financial statements of changes in accounting principle for all periods presented. This statement replaces APB Opinion No. 20 which required that most voluntary changes in accounting principle be recognized by including in net income of the period of the change the cumulative effect of changing to the new accounting principle. The provisions of SFAS 154 are effective for fiscal years beginning after December 15, 2006. Currently there is no impact on the Company.
 
In September 2006, the SEC staff issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108). SAB 108 was issued in order to eliminate the diversity in practice surrounding how public companies quantify financial statement misstatements. SAB 108 requires that registrants quantify errors using both a balance sheet and income statement approach and evaluate whether either approach results in a misstated amount that, when all relevant quantitative and qualitative factors are considered, is material. SAB108 must be implemented by the end of the Company's first fiscal year ending after November 15, 2007. The Company does not expect SAB 108 to have any material impact on financial reporting or disclosures.
 
In March 2006, the FASB issued FASB Statement No. 156, Accounting for Servicing of Financial Assets - an amendment of FASB Statement No. 140. This Statement:
 
1. Requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract under certain situations.
 
2. Requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable.

18

 
RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007 AND 2006 (UNAUDITED)

NOTE 1-
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
K. RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
 
3. Permits an entity to choose either the amortization method or the fair value measurement method subsequent measurement methods for each class of separately recognized servicing assets and servicing liabilities:
 
4. At its initial adoption, permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under Statement 115, provided that the available-for-sale securities are identified in some manner as offsetting the entity's exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value.
 
5. Requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities.
 
We do not expect FASB No. 156 to have a material impact on our financial reporting, and we are currently evaluating the impact, if any, the adoption of FASB No. 156 will have on our disclosure requirements. The statement becomes effective after the beginning of the first fiscal year that begins after September 30, 2006.
 
In September 2006, the FASB issued FASB Statement No. 157, Fair Value Measurements. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements.

This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. FASB Statement No. 157 will be effective for our financial statements issued for our fiscal year beginning October 1, 2008. We do not expect the adoption of FASB Statement No. 157 to have a material impact on our financial reporting, and we are currently evaluating the impact, if any, the adoption of FASB Statement No. 157 will have on our disclosure requirements.

19

 
RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007 AND 2006 (UNAUDITED)

NOTE 1-
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
K. RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
 
In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109" (FIN 48), which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 will be effective for our fiscal year beginning October 1, 2007. We do not expect the adoption of FIN 48 to have a material impact on our financial reporting and disclosure.
 
L. RECLASSIFICATION
 
Certain amounts in the June 30, 2006 Financial Statements have been reclassified to conform to the 2007 presentation. The reclassifications have no effect on the net loss for nine months ended June 30, 2007.
 

NOTE 2-
 NOTES PAYABLE
 
A. On June 10, 2005, the Company agreed to repurchase 1,000,000 warrants at $.10 per warrant. The Company has paid $30,000 and was to pay the remaining $70,000 over 16 months. The note has been paid off.
 
B. The Company issued on April 10, 2006 a private convertible note offering in the amount of $300,000. The Company intended to repay the holder of the convertible note in 18 payments of $ 18,155 from the date of issuance of the convertible note at a rate of 11% per annum on or before October 7, 2007 (the "Maturity Date"). However the Company repaid $116,000 of the principal on May 11, 2006. The repayment terms, as of May 11, 2006 were restated as $11,738, per month until October 7, 2007. The interest rate of 11% per annum will not change. The note was paid off in its entirety on March 30, 2007.

20


RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007 AND 2006 (UNAUDITED)

NOTE 2-
 NOTES PAYABLE (CONTINUED)
 
C. The Company issued on October 30, 2006 a note payable for the value of $150,000 in exchange for the retirement of 2,000,000 shares of common stock for $200,000. The company paid $50,000 in cash and issued a note payable of $150,000 for the balance. The terms are as follows: The first twelve months the company will pay $5,000 per month and pay $7,500 per month thereafter until the note is satisfied. The note has no interest payable terms.
 
D. The Company issued on January 8, 2007 a private note offering in the amount of $300,000. The Company intends to pay the holder of the note in 24 fixed monthly payments of $14,546 from the date of issuance of the note at a rate of 15% per annum on or before January 9, 2009 (the "Maturity Date”).

NOTE 3-
 STOCK OPTIONS
 
In April 2004, the Company adopted a stock option plan upon approval by the shareholders art the Annual General Meeting 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 37,500,000 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 end of 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 on the Board of Directors, whichever is shorter. At June 30, 2007, the Company had 950,000 options outstanding under this plan.

NOTE 4-
 INCOME TAXES
 
Income Taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due. Deferred taxes related to differences between the basis of assets and liabilities for financial and income tax reporting will either be taxable or deductible when the assets or liabilities are recovered or settled. The difference between the basis of assets and liabilities for financial and income tax  reporting are not material therefore, the provision for income taxes from operations consist of income taxes currently payable.

21

 
RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007 AND 2006 (UNAUDITED)

NOTE 4-
 INCOME TAXES (CONTINUED)
 
The income tax accounting reported within these statements for the nine months ending June 30, 2007 is summarized as follows:

   
June 30, 2006
 
June 30, 2007
 
           
Provision
             
               
Current:
             
Federal
   
21,916
   
-
 
State and Local
   
6,111
   
-
 
               
Total current
   
28,027
       
               
Deferred
   
-
   
-
 
 
The Company's effective tax rate is different than what would be expected if the statutory rates were applied to "net income (loss) before income taxes" primarily because of expenses deductible for financial reporting purposes that are not deductible for tax purposes allowed.
 
 
At June 30, 2007 the Company had an accumulated deficit approximating $291,827, available to offset future taxable income through 2027.
 
   
June 30, 2007
 
Deferred tax assets
 
$
102,139
 
Less: valuation allowance
 
$
(102,139
)
Totals  
 
$
-
 
 
NOTE 5-
 STOCKHOLDERS' EQUITY (DEFICIT)

 COMMON STOCK
 
There were 325,000,000 shares of common stock authorized, with 19,078,917 and 17,808,917 shares issued, and 16,928,917 and 17,808,917 outstanding at June 30, 2007 and 2006, respectively. The par value for the common stock is $.001 per share.
 
22

 
RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007 AND 2006 (UNAUDITED)
 
The following details the stock transactions for the nine months ended June 30, 2007 and 2006.
 
The Company issued to the holder of the note payable, 2,253,000 shares of common stock at $0.0075 per share on November 28, 2005 as a conversion of warrants into common stock. In lieu of payment in the amount of $16,897 the shares were purchased through a $16,897 reduction of the note payable.
 
The Company repurchased 201,000 warrants at a price of $0.10 per warrant on November 18, 2005. The total repurchase price was $20,100.
 
The Company repurchased 500,000 warrants at a price of $0.125 per warrant on November 18, 2005. The total repurchase price was $62,500.
 
The Company repurchased 200,000 warrants at a price of $0.10 per warrant on November 18, 2005. The total repurchase price was $20,000.
 
The Company received $1,500 for the exercise of 200,000 warrants at $.0075 per share in September 2006. The Company issued 200,000 shares of common stock in November 2006.
 
The Company repurchased 150,000 shares of common stock during May 2006. The shares were accounted for as a prepaid asset until November 2006. The shares were repurchased for $.10 per share for a total amount of $15,000. The shares were accounted for as Treasury Stock in November 2006.
 
On October 31, 2006 the Company reached an agreement with a shareholder to buyback 2,000,000 shares of that shareholder's common stock at $.10 per share for a total amount of $200,000. The stock purchase was completed on October 31, 2006. The shares were accounted for as Treasury Stock in November 2006.

NOTE 5-
 STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
 
COMMON STOCK (CONTINUED)
On February 23, 2007, The Company issued an additional 200,000 shares of common stock to Artemis Hedge Fund, Ltd. to resolve all outstanding accrued dividends.
 
The company received $1,500 for the exercise of 200,000 warrants at $.0075 per share in May 2007. The common stock has not been issued and is currently recorded as a liability for stock to be issued.

PREFERRED STOCK

On October 28, 2006 the Company reached an agreement with Artemis Hedge Fund Ltd the holder of 80,0000 Series A Convertible Preferred Stock at $10 par value to convert the preferred shares into 800,000 shares of the Company's common stock . Additionally the Company agreed to issue 70,000 shares of common stock for all accrued dividends.
23

 
RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007 AND 2006 (UNAUDITED)
 
There were 10,000,000 shares of preferred stock authorized, no shares outstanding as of June 30, 2007.
 
There were 10,000,000 shares of preferred stock authorized, with 80,000 issued and outstanding as of June 30, 2007. The par value for the preferred shares is $10 per share.

TREASURY STOCK

The Company reports treasury stock at cost. The company accounts for treasury stock as an unallocated reduction in of stockholder's equity. During the 3 months ending December 31, 2006 the company purchased 2,150,000 shares of treasury stock.
 
24


ITEM 2. MANAGEMENTS’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Report on Form 10-K as of and for the year ended September 30, 2006 as filed with the Securities and Exchange Commission. Cautionary Statements Pursuant to Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995:

This report contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements involve risks, uncertainties and assumptions that, if they never materialize or prove incorrect, could cause the results of the Company to differ materially from those expressed or implied by such forward-looking statements. All statements, other than statements of historical fact, are forward-looking statements, including statements regarding overall trends, gross margin trends, operating cost trends, liquidity and capital needs and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. The risks, uncertainties and assumptions referred to above may include the following:
 
·
changes in the business practices of credit originators in terms of selling defaulted consumer receivables or outsourcing defaulted consumer receivables to third-party contingent fee collection agencies;
ability to acquire sufficient portfolios;
     
·
ability to recover sufficient amounts on acquired portfolios;
     
 
· 
a decrease in collections if bankruptcy filings increase or if bankruptcy laws or other debt collection laws change;
     
 
· 
changes in government regulations that affect the Company’s ability to collect sufficient amounts on its acquired or serviced receivables; 
     
 
·
the Company’s ability to retain the services of recovery partners; 
     
 
·
changes in the credit or capital markets, which affect the Company’s ability to borrow money or raise capital to purchase or service defaulted consumer receivables;
     
 
· 
the degree and nature of the Company’s competition; and 
     
 
·
our ability to respond to changes in technology and increased competition;  
     
 
· 
the risk factors listed from time to time in the Company’s filings with the Securities and Exchange Commission. 
 
25

 
Overview

The Company is engaged in the purchase and recovery of defaulted consumer receivables. These receivables are acquired at deep discounts and outsourced for collections on a contingency basis. The Company also manages Ramco Income Fund, Ltd, a Bermuda domiciled mutual fund with $2.1 million in invested capital. The Company continues to seek additional capital to invest into additional portfolios but it cannot provide any assurances that it will be able to raise or generate such capital.

RESULTS OF OPERATIONS
 
Overview

The Company continues to execute its long term strategy. With several relationships in place with debt sellers, the Company is now in discussions with several lenders for a credit facility which will allow us to acquire larger portfolios although it cannot provide any guarantees that it will be successful in any obtaining any such credit facility or finalizing any such acquisition. The following table summarizes collections, revenues, operating expenses, income before taxes and fully diluted net income.


   
2007
 
2006
 
$ Change
 
% Change
 
                   
Net Collections (excluding sale)
 
$
239,311
 
$
302,535
   
($63,224
)
 
-20.90
%
                           
Finance Income
 
$
51,464
 
$
85,613
   
($34,149
)
 
-66
%
as a % of Collections
   
22
%
 
28
%
           
                           
Servicing Income
 
$
11,554
 
$
70,230
   
($58,676
)
 
-84
%
                           
Gain (Loss) on Portfolio Sale
 
$
0
 
$
180,257
             
 
                         
Operating Expenses
 
$
161,653
 
$
157,968
 
$
3,685
   
2
%
                           
Net Income (Loss)
  $
(107,889
)
$
137,018
  $
(244,907
)
 
-179
%
                           
Fully Diluted EPS
 
(0.010
)
$
0.010
  $
(0.020
)
 
-200
%
 
Revenue

The Company had a net loss of $107,889 during the quarter ended June 30, 2007 versus income of $137,018 during the quarter ended June 30, 2006. For the nine months ended June 30, 2007 the Company had revenue of $271,354 versus revenue of $627,093 during the nine months ended June 30, 2006. Net loss during the nine months ended June 30, 2007 was $292,532 versus a net income of $81,880 during the nine months ended June 30, 2006. The Company had revenue of $63,018 during the quarter ended June 30, 2007 versus revenue of $336,100 during the quarter ended June 30, 2006. Total revenue for the quarter ended June 30, 2007 included $51,464 of finance income and $11,554 servicing income versus $85,613 finance income and $70,230 servicing income during the quarter ended June 30, 2006. Finance income decreased by 66% or $34,149 compared to the quarter ended June 30, 2006. Servicing income decreased by 84% or $58,676 from the quarter ended June 30, 2007. Servicing income is expected to decline due to additional redemptions of shares in Ramco Income Fund and declining recoveries from two other special purpose vehicles. During the nine months ended June 30, 2007, the Company had gain on sale of portfolio of $18,334 versus $180,257 during the nine months ended June 30, 2006. The Company collected $239,211 during the quarter ended June 30, 2007 compared to $302,535 during the quarter ended June 30, 2006 but recognized only $51,464 as revenue versus $85,613. As a percentage, recognized revenue (finance income) was 22% of the cash collected during the quarter versus 28% during the quarter ended June 30, 2006. The Company continues to remain conservative in its revenue recognition policy.

26


Operating Expenses

 Total operating expenses $161,653 increased by 2% or $3,685 during the quarter ended June 30, 2007 when compared to $157,968 for the three months ended June 30, 2006. The Company expects operating expenses to decline slightly over the remainder of the year.

 Rent and Occupancy

 Rent and occupancy expenses were $7,484 for the three month ended June 30, 2007 versus $9,212 for the three months ended June 30, 2006.
 
Depreciation

     The Company did not record any depreciation expense for the three months ended June 30, 2007.
   
Purchase of Defaulted Receivables

During the three months ended June 30, 2007, the Company did not acquire any portfolios compared to the quarter ended June 30, 2006 during which the Company acquired defaulted consumer receivables portfolios with aggregate face value amount of $7,740,612 at a cost of $642,185. As a part of its strategy, the Company does not do any in-house collection, but outsources collection to carefully selected specialist debt collection agencies. The Company is currently working with four collection agencies on a contingency basis. The contingency fees averaged 25.5% during the quarter.

Portfolio Data

The following table shows the Company’s portfolio buying activity during the quarter, among other things, the purchase price, actual cash collections and estimated cash collection as of June 30, 2006.

Purchase Period
 
Purchase Price(1)
 
Actual Cash Collection (2)
 
Estimated (3)
 
               
12/31/2003
 
$
569,070
 
$
1,715,251
 
$
91,310
 
4/11/2005
 
$
375,000
 
$
381,684
 
$
154,265
 
7/25/2005
 
$
177,668
 
$
241,565
 
$
76,400
 
3/9/2006
 
$
121,972
 
$
69,973
 
$
122,567
 
4/7/2006
 
$
331,974
 
$
298,737
 
$
168,700
 
6/7/2006
 
$
70,020
 
$
68,936
 
$
43,786
 
12/31/04-12/20/06
 
$
780,875
 
$
715,451
 
$
918,137
 
1/7/2007
 
$
324,248
 
$
55,390
 
$
784,277
 
 
(1) Purchase price refers to the cash paid to a seller to acquire defaulted receivables, plus certain capitalized expenses, less the purchase price refunded by the seller due to the return of non-compliant accounts (also defined as buybacks). Non-compliant refers to the contractual representations and warranties between the seller and the Company. These representations and warranties from the sellers generally cover account holders’ death or bankruptcy and accounts settled or disputed prior to sale. The seller can replace or repurchase these accounts.

.

27

 
(2)
Actual cash collections net of recovery cost or sale
   
(3)
Total estimated collections refers to the actual cash collections, including cash sales, plus estimated remaining collections. The Company will take an impairment charge if the actual recoveries fall short of expected recoveries.
 
When the Company acquires a portfolio of defaulted receivables, it estimates the expected recovery of the portfolio. A 60 month projection of cash collections is created for each portfolio. Only after the portfolio has established probable and estimable performance in excess of projections will the accretable yield be increased and recognized as revenue. If actual cash collections are less than the original forecast, the Company will take an impairment charge. Collection activities commence within 30 days of purchase, which allows for adequate time to scrub the portfolio for deceased, settled, incarcerated and bankruptcy filed accounts. For modeling and revenue recognition purposes, the company uses 15 calendar days.

Recovery Partners

The Company outsources all its recovery activities to carefully selected debt collection agencies and network of collection attorneys with specific collection expertise. The company is currently using four collection agencies and several law firms in the U.S. and U.K. The average contingent collections fee is 30% which rises during the later years of recovery.

Seasonality

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

Currency Risk

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

Liquidity and Capital Resources

As of June 30, 2007 the Company had working capital of $138,431 versus working capital of $229,764 as of June 30, 2006. The decline in working capital is largely due to lower collections and issuance of a note in the quarter ended March 31, 2007. The Company believes that funds generated from operations, together with existing cash will be sufficient to finance its operations for the foreseeable future. For the nine months ended June 30, 2007, the Company had net cash of $269,409 versus $105,203 at the end of nine months ended June 30, 2006. Net cash provided by operating activities was $87,317 during the nine months ended June 30, 2007 versus $176,872 for the nine months ended June 30, 2006. Net cash provided by financing activities was $27,452 for the nine months ended June 30, 2007 versus $69,651 for the nine months ended June 30, 2006. The Company raised $300,000 through a note offering and retired certain notes and repurchased certain shares during the nine months ended June 30, 2007. The Company did not raise any capital through issuance of securities during the nine month ended June 30, 2006. Our primary investing activity to date has been the purchase of charged-off consumer receivable portfolios.

Cash generated from operations is depended upon the Company’s ability to collect on its defaulted consumer receivables. Many factors, including the economy, purchase price and the Company’s ability to retain the services of its recovery partners, are essential to generate cash flows. Fluctuations in these factors that cause a negative impact on the Company’s business could have a material negative impact on its expected future cash flows. During the quarter, the Company generated approximately $239,211 from collections and $11,554 from servicing.

28


The Company believes that funds generated from operations, together with existing cash will be sufficient to finance its operations for the foreseeable future The Company continues to work with a capital provider for a credit facility that would allow the company to make larger portfolio acquisitions in the near future. There is no assurance that the negotiations would be successful.

Income Taxes

The Company did not record any provision for taxes for the nine month ended June 30, 2007.
 
Contractual Obligation

The Company entered into a 24 month lease with Regius Inc. at $2,500 per month plus variable expenses that include telecommunication, copier, postage and delivery charges.

Market Outlook for Charged-off Receivables

The current market remains quite challenging and it has become harder to buy portfolios at rational prices. As a result the company is looking to diversify into other asset classes where return objective can still be achieved. We expect that over time, many of these new entrants to the market, whose business model may be based on less than a multi-disciplined approach to purchasing and collecting, will not generate the returns they anticipated. This may then reduce their ability to access capital and potentially may require them to sell their remaining portfolios and exit the market. Also, the sellers are increasing turning to large buyers that has hampered our ability to invest our available cash.

Critical Accounting Policy & Estimates

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America as promulgated by the Public Company Accounting Oversight Board. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. These accounting policies are described at relevant sections in this discussion and analysis and in the condensed consolidated financial statements included in this quarterly report.

The Company utilizes the interest method under guidance provided by the AICPA issued Statement of Position (“SOP”) 03-03 to determine income recognized on finance receivables. In October 2004, the American Institute of Certified Public Accountants issued Statement of Position (“SOP”) 03-03, “Accounting for Loans or Certain Securities Acquired in a Transfer.” This SOP proposes guidance on accounting for differences between contractual and expected cash flows from an investor’s initial investment in loans or debt securities acquired in a transfer if those differences are attributable, at least in part, to credit quality. This SOP is effective for loans acquired in fiscal years beginning after March 15, 2005. The SOP would limit the revenue that may be accrued to the excess of the estimate of expected future cash flows over a portfolio’s initial cost of accounts receivable acquired. The SOP would require that the excess of the contractual cash flows over expected cash flows not be recognized as an adjustment of revenue, expense, or on the balance sheet. The SOP would freeze the internal
rate of return, referred to as IRR, originally estimated when the accounts receivable are purchased for subsequent impairment testing. Rather than lower the estimated IRR if the original collection estimates are not received, the carrying value of a portfolio would be written down to maintain the original IRR. Increases in expected future cash flows would be recognized prospectively through adjustment of the IRR over a portfolio’s remaining life. The SOP provides that previously issued annual financial statements would not need to be restated. Management is in the process of evaluating the application of this SOP.

29


OFF-BALANCE SHEET ARRANGEMENTS
 
The Company has no off-balance sheet arrangements

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.

PENNY STOCK REGULATIONS AND REQUIREMENTS FOR LOW PRICED STOCK

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

ITEM 3. CONTROLS AND PROCEDURES

    Evaluation of disclosure controls and procedures

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and principal financial officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and principal financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. There was no change in our internal controls or in other factors that could affect these controls during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

This term refers to the controls and procedures of a Company that are designed to ensure that information required to be disclosed by a Company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within the required time periods. Our principal executive officer and principal financial officer have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report. They have concluded that, as of June 30, 2007 our disclosure and procedures were effective in ensuring that required information will be disclosed on a timely basis in our reports filed under the exchange act.

30


 
PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not a party to any material pending legal proceedings or, to the best of its knowledge, a proceeding being contemplated by a governmental authority, nor is any of the Company’s property the subject of any pending legal proceedings or a proceeding being contemplated by a governmental authority except for the following:
 
 
·
On April 23, 2004, Reliant Industries, Inc., Michael Wong and Debbie Wong filed a complaint with the Supreme Court of the State of New York Suffolk County against Biopharmaceuticals, Inc. and Edward Fine. Biopharmaceuticals, Inc. is the Company’s former name. The plaintiffs allege that the Company together with the other defendant committed fraud, breach of contract and negligence. The plaintiffs are seeking monetary payments for any loss that they may suffer as a result of the alleged fraud, breach of contract and negligence as well as legal fees, punitive damages and costs disbursements. The Company denies all allegations and intends to defend this action vigorously. To date there has been no progress on this case and the Company is not incurring any expenses.
 
 
·
On June 29, 2005, Allied Surgical Centers Management, LLC, et al. (“Allied”) filed a complaint against the Company seeking declaratory and injunctive relief in connection with contracts entered in April 2005 between Allied and the Company pursuant to which the Company acquired various account receivables from Allied (the “Contracts”). Such compliant was filed in the Superior Court of the State of California, For the County of Los Angeles, Central District. Allied is seeking a declaratory judgment from the court which would exclude various account receivables (the “Disputed Account Receivables”) from the Contracts. Allied is also seeking a temporary restraining order and preliminary injunction restricting the Company from attempting to seize or collecting the Disputed Account Receivables. The Company filed a cross complaint on July 15, 2005. In the cross complaint, the Company is seeking an accounting, a mandatory injunction for specific performance of the Contracts and damages in the amount of $21,000,000 in connection with Allied’s alleged breach of contract, fraud, intentional interference with prospective economic advantage, breach of good faith, breach of fiduciary duty, conversion and slander. The Company and Allied have reached a settlement in connection with this matter. Allied has dropped all its claims and agreed to pay all funds received since the purchase of Allied’s portfolio in April 2005. The settlement agreement was executed on February 10, 2006 and the Company received the first settlement payment on March 1, 2006 and continues to receive monthly payments according to the settlement agreement.
 

31

 
 
·
On September 9, 2005, the Company filed a complaint with the Supreme Court of the State of New York - County of New York against Triton Capital, Inc., Southern Capital Associates, Inc., JMS Collections, LLC., Wendt Law Office, James Roscetti, and Dave Dwyer for breach of contract, conversion, deceptive business practices and unjust enrichment. The Company was seeking an amount no less than $46,931. The Company reached a settlement with the Defendants and recovered $7,092 in July 2007.


ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company repurchased 150,000 warrants at a price of $0.10 per warrant on March 16, 2006. The total repurchase price was $15,000.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable.

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

Not Applicable.
 
ITEM 5. OTHER INFORMATION

Not Applicable

ITEM 6. EXHIBITS

Exhibits:

Exhibit
Number
 
Description
31.1
 
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1
 
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
32

 
SIGNATURES

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

 
RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION
     
Date: August 14, 2007
   
     
 
By: 
/s/ Max Khan
   
Max Khan
   
Chief Executive Officer
   
Chief Financial Officer
   
Director
 
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: August 14, 2007
 
33

EX-31 2 v084486_ex31-1.htm
EXHIBIT 31.1

Certification Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

I, Max Khan, the Chief Executive Officer and Chief Financial Officer of Receivable Acquisition & Management Corporation, certify that:

 
1.
I have reviewed this annual report on Form 10-QSB of Receivable Acquisition & Management Corporation;

 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

 
4.
The small business issuer’s other certifying officer(s) and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

 
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

 
b.
Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
c.
Disclosed in this report any changes in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

 
5.
The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of small business issuer’s Board of Directors (or persons performing the equivalent function):

 
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

 
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.


Dated: August 14, 2007
/s/ Max Khan
 
By: Max Khan
 
Chief Executive Officer,
 
Chief Financial Officer
EX-32 3 v084486_ex32-1.htm
EXHIBIT 32.1

Certification Pursuant to
18 U.S.C. Section 1350,
as adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

In connection with the annual report of Feminique Corporation (the “COMPANY”) on Form 10-QSB for the period ended June 30, 2007 as filed with the SEC on the date hereof (the “REPORT”), I hereby certify, in my capacity as an officer of the Company, for purposes of 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
By: Max Khan
Chief Executive Officer,
DATE: August 14, 2007

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