UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-K/A

Amendment No. 110-K



[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended September 30, 2012December 31, 2013


[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF

 1934



Commission file number 000-17750number:  001-09370


RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION

(Name of Small Business Issuer in its Charter)


Delaware

 

13-3186327

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)


60 E. 42nd Street, 46th Floor

New York, NY

 

2 Executive Drive, Suite 630

Fort Lee, New Jersey

0702410165

(Address of principal

Executive Offices)

 

(Zip Code)


201-633-4715

(212) 796-4097

(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:  None


Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001$0.001 Par Value Per Share


Indicate by check mark whetherif the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ]¨ No [X]x


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ]¨ No [X]x


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]x No [  ]¨


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’sregistrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]¨


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a non-accelerated filer.smaller reporting company. See definitiondefinitions of “large accelerated filer,” “accelerated filer” and large accelerated filer“smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer ¨ (Do not check if a smaller reporting company)

Smaller reporting company x

Large accelerated filer [  ]   Accelerated filer [  ]   Non-accelerated filer £

Smaller reporting company [X]





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

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2013) was $3,514,551.


The numberAs of May 5, 2014, there were 197,488,959 shares outstanding of each of the Registrant’s classes ofregistrant’s common stock as of December 31, 2012 is 17,948,896 shares, all of one class, $.001 par value per share.   

outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE - None














































TABLE OF CONTENTS


 

Page

 

 

Statement Regarding Forward-Looking Statements

2

 

 

PART I

3

 

 

Item 1. Business

3

 

 

Item 1A. Risk Factors

45

 

 

Item 1B. Unresolved Staff Comments

5

Item 2. Properties

5

Item 3. Legal Proceedings

5

Item 4. Mine Safety Disclosures

6

 

 

Item 2. PropertiesPART II

67

 

 

Item 3. Legal Proceedings

6

Item 4. Mine Safety Disclosures

6

PART II

6

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and and Issuer Purchases of Equity Securities

6

Item 6. Selected Financial Data

7

 

 

Item 6. Selected Financial Data

7

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

78

 

 

Item 8. Financial Statements and Supplementary Data

1011

 

 

Item 8A.9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

21

Item 9A. Controls and Procedures

21

Item 9B. Other Information

22

PART III

23

 

 

Item 9A. Controls10. Directors, Officers and ProceduresCorporate Governance

23

 

 

Item 9B. Other Information11. Executive Compensation

24

PART III

25

 

 

Item 10. Directors, Officers and Corporate Governance

25

Item 11. Executive Compensation

26

Item 12. Equity Compensation Plan Inform and Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matter

27

 

 

Item 13. Certain Relationships and Related Transactions and Director independence

27

Item 14. Principal Accounting Fees and Services

28

 

 

Item 15. 14. Principal Accounting Fees and Services

28

ExhibitsPART IV

30

Item 15.Exhibits and Financial Statement Schedules

2830










STATEMENT REGARDING FORWARD-LOOKING STATEMENTS


In this annual report, references to "Receivable“Receivable Acquisition & Management Corporation," "RAMC," "the” “CSEI,” “the Company," "we," "us,"” “we,” “us,” and "our"“our” refer to Receivable Acquisition & Management Corporation and its wholly owned subsidiary.subsidiaries, Cornerstone Program Advisors LLC and Sustainable Energy Industries, Inc.


Except for the historical information contained herein, some of the statements in this Report contain forward-looking statements that involve risks and uncertainties. These statements are found in the sections entitled "Business," "Management's“Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operation," and "Risk“Risk Factors." They include statements concerning: our business strategy; expectations of market and customer response; liquidity and capital expenditures; future sources of revenues; expansion of our proposed product line; and trends in industry activity generally. In some cases, you can identify forward-looking statements by words such as "may," "will," "should," "expect," "plan," "could," "anticipate," "intend," "believe," "estimate," "predict," "potential," "goal,"“may,” “will,” “should,” “expect,” “plan,” “could,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “goal,” or "continue"“continue” or similar terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including, but not limited to, the risks outlined under "Risk“Risk Factors," that may cause our or our industry'sindustry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. For example, assumptions that could cause actual results to vary materially from future results include, but are not limited to: our ability to successfully develop and market our products to customers; our ability to generate customer demand for our products in our target markets; the development of our target markets and market opportunities; our ability to manufacture suitable products at competitive cost; market pricing for our products and for competing products; the extent of increasing competition; technological developments in our target markets and the development of alternate, competing technologies in them; and sales of shares by existing shareholders. Although we believe that the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Unless we are required to do so under federal securities laws or other applicable laws, we do not intend to update or revise any forward-looking statements.











































2



Part I


ITEM 1.  BUSINESS


We are a Delaware corporation whose principal executive offices are located at 2 Executive Drive, Suite 630, Fort Lee, NJ 07024.60 E. 42nd Street, 46th Floor, New York, NY. Unless the context otherwise requires, the terms "we"“we”, "us"“us”, “our”, or "our"“the Company” as used herein refer to Receivable Acquisition & Management Corporation and our subsidiaries, Cornerstone Program Advisors LLC and Sustainable Energy Industries, Inc..  The Company does business as Cornerstone Sustainable Energy.


Description of the Business


The Company specializes in delivering energy infrastructure and alternative energy solutions to a wide range of commercial customers and institutions such as hospitals and universities.  The Company has recently begun to expand and transform its business to take maximum advantage of opportunities in the alternative energy and clean energy arenas.


The Company has three business components.  The first business component is the management of infrastructure projects for commercial and institutional customers.  These projects typically involve some combination of energy infrastructure components, including electrical power generation, steam production, or chilled water production, as well as the infrastructure to distribute these services.  Generally, the Company acts as the representative of the institution in overseeing and managing an infrastructure project, or can take the role of project developer under an agreement with the institution.  The Company has competitors, some of which are very large and well-recognized, but, in the non-profit hospital and university market in its geographical scope of operation, has developed a reputation for excellence and an established market position.  The Company operates in this first business component under its subsidiary, Cornerstone Program Advisors LLC, a Delaware limited liability company (“Cornerstone”), which it acquired in a merger on May 15, 2013 (the “Merger”), as discussed in greater detail below.  Since the closing of the Merger, all of the Company’s revenues have been through the Cornerstone subsidiary.


OverviewThe second business component is the anticipated deployment of engine technology which converts low-grade heat to mechanical energy.  The Company is actively marketing the technology particularly for power generation.  While the Company has not yet manufactured or deployed an engine configured for power generation, significant progress has been made on the engineering of such an engine.  The technology is non-polluting and entirely “green,” and Management believes, based on its knowledge of the industry, is superior to all other lower-temperature engine technologies, such as those utilizing the organic Rankine physical cycle, and operates at lower temperature ranges and heat flow volume than any others in the market.  The engines in this configuration are relatively costly yet able to deliver substantial cost savings in most client applications, and are not unusually costly as compared to competing technologies.  Although the engine is readily built to order of common parts and components, a material investment may be required by the Company.  The Company has not yet generated any revenues through this business segment.


Receivable Acquisition & Management CorporationThe third business componeent is focused on generating fees and financial participations from assisting in the funding of infrastructure projects, arranging leasing and other financing arrangements for engines, and participations in power purchase agreements from developed projects.  The Company has the capability of arranging very favorable financing for projects involving non-profits.  The Company has not yet generated any revenues through this business segment.


The Company’s primary markets are (i) large domestic non-profit institutions and organizations, particularly where electricity rates are high, and currently localized in the Northeast; (ii) the geothermal marketplace primarily in the Western Hemisphere, typically power generation; and (iii) the independent power producer market, primarily domestic but extending through the Western Hemisphere.  All of these markets are large and multifaceted with no dominant customers.


Merger


On May 15, 2013, the Company completed the Merger with Cornerstone and Sustainable Energy Industries, Inc., a Delaware corporation (“Sustainable”), under a March 29, 2013 agreement (the “Company”“Merger Agreement”).  As a result of the Merger, the Company adopted the operations of each of Cornerstone and Sustainable.  Cornerstone is an energy infrastructure project management company focused on healthcare and higher learning institutions.  Sustainable is focused on the alternative energy business, with emphasis on “green” engine technology it has licensed.  As a result of the Merger, the members of Cornerstone and shareholders of Sustainable received an aggregate of ninety percent (90%) of the equity securities of the Company on a fully diluted basis.  For financial reporting purposes, the merger was accounted for as a reverse acquisition.


Prior to the Merger, the Company was in the business of acquiring and collecting portfolios of performing, sub-performing and non-performing consumer and commercial receivables.


WeThe Company generally acquired non-performing and sub-performing consumer and commercial receivable portfolios at a significant discount to the amount actually owed by the debtors or insurers. We acquireThe Company acquired these portfolios after a qualitative and quantitative analysis of the underlying receivables and establishestablished a purchase price based on expected recovery and ouran internal rate of return hurdle. After purchasing a portfolio, we outsourcethe Company outsourced collections to carefully selected collection agencies, and we actively monitor itsmonitored performance, and reviewreviewed and adjust ouradjusted its collection and servicing strategies accordingly.




The recovery processCompany is largely done by collection agencies and law firms. Recovery process is generally handed over to lawyers when it is determined the debtor has the ability to satisfy his/her obligation but normal collection activities have not resulted in resolution.

In the event of legal action, we seek attorneys/collection law firms that are locatedno longer in the statebusiness of the debtor. The proximity of the agent to the debtor has a significant influence on the debtors’ actions.

For the years ended September 30, 2012collecting consumer and September 30, 2011, our revenues were approximately $84,535 and $52,572 and our net loss was ($148,338) and  ($81,812),  respectively. The Company has discontinued making new investments and is seeking to merge with or acquire another company seeking to go public via reverse merger.

Industry Overview


The purchasing, servicing and collection of charged-off, sub-performing and performing consumer receivables is an industry that is driven by:


·

levels of consumer debt;

·

defaults of the underlying receivables; and

·

utilization of third-party providers to collect suchcommercial receivables.


We believe that as a result of the difficulty in collecting these past due receivables and the desire of originating institutions to focus on their core businesses and to generate revenue from these receivables, originating institutions are increasingly electing to sell these portfolios.  


Strategy


The Company ceased making new investmentsis pursuing 3 growth initiatives:  


(1)  Acquiring and applying cleantech solutions – technology, equipment and methods to solve client needs and provide a competitive advantage, such as cleantech engine technology.  In the first such acquisition, the Company merged with the holder of manufacturing and sales rights for the engine technology described above.  The Company has also finalized an exclusive manufacturing agreement for this engine with one of the country’s premier engineering and engine manufacturing companies.  


(2)  Making strategic acquisitions and entering into strategic joint ventures in charged off consumer credit portfolios since October 2007 and is currently running off existing portfoliosaround its core areas of expertise.  The first of these was in cleantech, described above.  Other potential acquisition or merger targets are continually under review.  They must meet rigorous financial and seeking to merge withgrowth criteria, offer a strategic fit, and expand the market or acquire companiescompetitive position of the Company. Targets include those in the healthcareclean water, bio incineration, plasma heat, waste heat recovery, and information technology industry.clean engine technologies.


(3)  Establishing and leveraging alliances, a number of which are established or in some level of development. In two major developments, CSE has established collaborative marketing arrangements that will enable it to capitalize on proprietary expertise in a market niche area of financing with two prominent infrastructure companies, including a premier power generator and retailer, and a major service supplier and facilities manager.  We intend to source business by helping these companies offer a uniquely competitive financing and development platform to existing and prospective non-profit clients such as universities, hospitals and municipalities.


For the most part, power technologies are well known and widely available.  The Company entered intois focused on selecting the right technology or technologies for each project, and maintains a letterconstant focus on both cost effectiveness for the client and financial returns to the Company.  To enhance its competitive position, however, the Company will focus on obtaining exclusive market positions and on enhancing its technological strengths, such as by patenting its own developments.


Industry Overview


The general marketplace for the Company’s offerings is composed of intentslarge consumers and producers of power which have an interest in (a) reducing energy consumption, , (b) reducing the cost of energy, (c) improving the environmental profile of their energy production, or (d) some combination of these.  The Company is engaged in this overall energy infrastructure industry at two separate points.  These sub-industries, or markets, are relatively distinct, albeit related, so each will be described separately.


One market is the segment composed of large not-for-profit institutions, generally comprising large hospitals, colleges and universities.  These institutions often operate large, and frequently aging, centralized utility plant and infrastructure installations which provide heat (often steam), cooling (chilled water), and power to merge with Airbak Technologies LLCa sizeable campus of buildings. Energy infrastructure upgrades and advanced $166,000improvements are often required to provide for expansion of campus facilities, replace aging equipment, and reduce the cost and or the amount of their energy consumption.  The Company, acting as a secured loan. However,the client’s representative, helps design and develop upgrades to or replacements of such facilities, and then oversees the implementation projects for these institutions. The Company may act as project developer or co-developer, and offers to arrange or assist in the project financing.  Projects are typically multi-year and often complex.


With regard to financing, the Company has specialized capabilities to arrange financing for such projects.


The other market is composed of project developers, governments and NGOs, power producers and major power consumers (primarily industrial) seeking to generate power more cheaply and cleanly.  The industry involves technologies for converting wasted heat or geothermal heat to power production.  The most promising of these is being particularly, although not exclusively, targeted by the Company.  It is the enormous and largely unexploited low-grade geothermal market.  Vast geothermal resources are currently untapped because earlier technologies were incapable of converting low-grade heat and low volume heat flows into power, and the Company has a technology that can be utilized to convert this enormous natural resource into baseload power.


This market, typical of the power production industry, relies heavily on experience, and the Company’s technology is relatively new and has little track record.  However, the scale of the available resource is so sizeable that there is a great deal of interest in developing it. The market potential has not been able closeaccurately measured because no technology existed to develop it.  However, it is estimated that the merger and filed suit to recoverenergy available from lower temperature geothermal resources is a multiple of the amount lent to Airbak.energy tapped at higher temperature levels.  The Company continues to remain engagedgeothermal market in the Airbak matter but thereU.S. alone has approximately 3200MW of installed capacity.  Almost all the added capacity increase in the past two decades has utilized lower temperature resources, yet still higher than where the Company’s technology can operate.  Currently, an additional 4300MW is no certaintyin some stage of recoveringdevelopment, representing an anticipated investment of some $13-$17 billion.  Although the funds advanced or concludingCompany’s technology can be configured to operate in the entire range of temperatures, its prime market is in these untapped lower temperature resources.  This is in addition to a transaction with Airbak. The Company is aggressively looking at additional targets.  

related market opportunity for adding this technology to capture waste heat from existing higher-temperature geothermal plants in a “bottoming cycle”, enabling them to increase output from an already-tapped resource.




The Company's technology is also well suited to the waste heat recovery market as related to industries that create wasted heat as a result of their manufacturing or production processes.  This market is well defined and, according to a recent report published by the U.S. Department of Energy, “The United States industrial sector accounts for approximately one third of all energy used in the United States, consuming approximately 32 quadrillion (a million billion) BTUs of energy annually and emitting about 1,680 million metric tons of carbon dioxide associated with this energy use.”  The opportunity in the waste heat recovery market is substantial.  The report continues, “A valuable alternative approach to improving overall energy efficiency is to capture and reuse the lost or ‘waste heat’ that is intrinsic to all industrial manufacturing. During these manufacturing processes, as much as 20% to 50% of the energy consumed is ultimately lost via waste heat contained in streams of hot exhaust gases and liquids, as well as through heat conduction, convection, and radiation from hot equipment surfaces and from heated product streams.  In some cases, such as industrial furnaces, waste heat recovery can improve energy efficiency by 10% to as much as 50%.”


The advantage of recapturing and utilizing waste heat is that it typically replaces purchased electric power, much of which does and will continue to require burning fossil fuels, or directly replaces fuels which must be purchased and combusted.  Thus it actually can directly reduce emissions and eliminate transmission losses.  Projections of market potential are truly enormous, with unrecovered waste heat in industrial processes estimated at half a quintillion (a billion billion) BTUs.


Employees


As of September 30, 2012,December 31, 2013, we had 1two full-time employee.consultants as officers under consulting agreements with Tom Telegades, the president, CEO, and interim CFO, and Peter Fazio, the COO, and no part-time employees.  See Item 11 “Executive Compensation” below.  Carefully selected contractors are used for managing infrastructure projects, matched to the needs of these clients.  Their staffing levels vary depending on the number and size of infrastructure projects underway.  The Company prefers to outsource non-core, non-critical activities wherever possible, including manufacturing activities.


ITEM 1A. RISK FACTORS


You should carefully considerThe Company is not required to provide the risks described below as well as other information provided to youcalled for in this document, including information in the section of this annual report entitled “Information Regarding Forward Looking Statements.” The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not presently knownitem due to us or that we currently believes are immaterial may also impair our business operations. If any of the following risks actually occur, the Company’s businesses, financial condition or results of operations could be materially adversely affected, the value of the common stock could decline, and you may lose all or part of your investment.


The Company has ceased making portfolio purchases since October 2007.


Due to inability to raise capital and deep recession, the Company decided to make new investments and has subsequently been in a run-off mode. The management is focused on merging with or acquiring another operating company that may be seeking to go public via reverse merger. There is no assurance that the management will succeed andits status as a result, shareholders may be adversely affected.Smaller Reporting Company.


We may not be able to purchase consumer or commercial receivable portfolios at favorable prices or on sufficiently favorable terms or at all and our success depends upon the continued availability of consumer receivable portfolios that meet our purchasing criteria and our ability to identify and finance the purchases of such portfolios.


Our quarterly operating results may fluctuate and cause our stock price to decline.


Because of the nature of our business, our quarterly operating results may fluctuate, which may adversely affect the market price of our common stock. Our results may fluctuate as a result of any of the following:


·

the timing and amount of collections on our consumer receivable portfolios;

·

a decline in the estimated value of our consumer receivable portfolio recoveries;

·

general and economic market conditions.

·

Currency fluctuations can have an impact on our recoveries from U.K. portfolios.


Failure of our third party recovery partners to adequately perform collection services could materially reduce our revenues and our profitability, if any.


We are dependent upon outside collection agencies to service all our consumer receivable portfolios. Any failure by our third party recovery partners to adequately perform collection services for us or remit such collections to us could materially reduce our revenues and our profitability. In addition, our revenues and profitability could be materially adversely affected if we are not able to secure replacement recovery partners and redirect payments from the debtors to our new recovery partner promptly in the event our agreements with our third-party recovery partners are terminated, our third-party recovery partners fail to adequately perform their obligations or if our relationships with such recovery partners adversely change.

We may not be able to continue our operations if we are unable to generate funding from third party financing sources


If we are unable to access external sources of financing, we may not be able to fund and grow our operations. The failure to obtain financing and capital as needed would limit our ability to:


·

purchase consumer receivable portfolios; and

·

achieve our growth plans.





The loss of any of our executive officers may adversely affect our operations and our ability to successfully merge with or acquire another company.


Our President and Chief Executive Officer, Max Khan, is responsible for making substantially all management decisions. The loss of Max Khan could disrupt our operations and adversely affect our ability to successfully merge with another company.

Government regulations may limit our ability to recover and enforce the collection of our receivables.


Federal, state and municipal laws, rules, regulations and ordinances may limit our ability to recover and enforce our rights with respect to the receivables acquired by us. These laws include, but are not limited to, the following federal statutes and regulations promulgated thereunder and comparable statutes in states where consumers reside and/or where creditors are located.  


If a significant portion of our shares available for resale are sold in the public market, the market value of our common stock could be adversely affected.


Sales of a substantial number of shares of our common stock in the public market could cause a decrease in the market price of our common stock. We had approximately 17,948,896 shares of common stock issued and outstanding as of the date hereof.  We may also issue additional shares in connection with our business and may grant additional stock options to our employees, officers, directors and consultants under our stock option plans or warrants to third parties.  


Our common stock will be subject to the “Penny Stock” rules of the SEC.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:


·

that a broker or dealer approve a person's account for transactions in penny stocks; and

·

the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.


In order to approve a person's account for transactions in penny stocks, the broker or dealer must:


·

obtain financial information and investment experience objectives of the person; and

·

make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.


The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:


·

sets forth the basis on which the broker or dealer made the suitability determination; and

·

that the broker or dealer received a signed, written agreement from the investor prior to the transaction.


Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.


Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.





ITEM 1B. UNRESOLVED STAFF COMMENTS


Not applicable.


ITEM 2. PROPERTIES


OurThe Company maintains a headquarters office at 60 E. 42nd Street, 46th Floor, New York, NY 10165. The Company leases facilities for executive and administrative offices are locatedpurposes in New York City and nearby suburbs on an as-needed basis for a total at 2 Executive Drive, Suite 630, Fort Lee, NJ 07024. We lease our New Jersey facility atyear end 2013 of approximately $2,000 per month on$4,400 a month-to-month basis.month.  No leases exceed one year in duration.


ITEM 3. LEGAL PROCEEDINGS


The Company is not a party to any pending legal proceedings or 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 July 28, 2011, in connection with its earlier business activities the Company filed a complaint with the United States District Court, District of New Jersey against Philip Troy Christ and Airbak Technologies LLC for breach of contract, false representations, and default of certain Promissory Notes issued under a Master Loan Agreement. The Company had advanced $166,000 to Airbak under a Secured Master Loan Agreement with the intent of concluding a merger. However, Mr. Philip Troy Christy individually and concurrently entered into merger negotiations with another company and Airbak failed to repay the Promissory Notes that became due. The Company is seeking an amount no less than $166,000 plus accrued interest, cost of litigation and other legal costs incurred while negotiating a merger with Airbak. The outcome of this complaint cannot be determined at this point.  However, the Company is not actively pursuing this claim and it is unlikely that the Company will obtain anything from it.


Other Proceedings


In connection with a November 5, 2013, proceeding commenced by the Securities Division of the Arizona Corporation Commission (the “ACC”) the Company learned that each of Deluge, Inc. (“Deluge”) and Hydrotherm Power Corporation (“Hydrotherm”) were classified as dissolved by the Delaware Division of Corporations after March 1, 2010 for failure to pay franchise taxes to the State of Delaware, and similarly classified by the ACC as of approximately the same time.






On December 11, 2010, Sustainable Energy LLC, a New York limited liability company (“Sustainable LLC”), entered into an Original Equipment Manufacturer Supply and Marketing and Sales Agreement with Deluge, and on November 15, 2012, entered into an Engine Technology License Agreement with Deluge and an Intellectual Property Owner Agreement with Hydrotherm (collectively the “Contracts”).  On May 15, 2013, Sustainable LLC assigned each of the Contracts to Sustainable, a wholly owned subsidiary of the Company, which Deluge and Hydrotherm had consented to on May 11, 2013.


In performing due diligence in regard to the status of Deluge and Hydrotherm, the Company subsequently learned also that two United States patents that are owned by Hydrotherm and were licensed to the Company under the Contracts have been classified as expired due to Hydrotherm’s failure to pay maintenance fees thereon.  The Company has confirmed that Deluge and Hydrotherm are taking steps to have the corporate charters of each, as well as the patents, reinstated, but may not be successful in such reinstatements.


Pursuant to the Contracts, the Company has obtained previously described rights to all forms of intellectual property covering certain engine technology that is the subject of the Contracts and is not relying solely on the patents to be reinstated in order to maintain the rights to use such technology. However, at this time, there can be no assurance that the foregoing matters will not have a material adverse effect on the Company’s operations.



ITEM 4.  MINE SAFETY DISCLOSURES  


None.
















































6



PART II


ITEM 5. MARKET FOR REGISTRANT'SREGISTRANT’S COMMON EQUITY, RELATED STAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES


Since October 2004, ourThe Company’s common stock, par value $.001$0.001 per share, trades on the OTC Markets under the symbol “CSEI”.  The Company changed its symbol from “RCVA” to “CSEI” in November 2013 as a result of the change of the Company’s business because of the Merger.  The Company’s common stock had been quoted on the OTC Markets under the symbol “RCVA”. Prior since October 2004, and prior to October 2004,this time, there was no market for our common stock.


During the last two years, our common stock has been very illiquid and rarely trades.  The last reported price as of December 31, 20122013 was $0.01$0.03 per share.  Due to the low level of liquidity of our stock and infrequency of trades, the last reported price of our common stock is not reliable.


Holders


As of December 31, 20122013 we had approximately 270265 holders of record of our common stock. The number of record holders was determined from the records of our transfer agent and doesmay not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.


Dividends

 

We have never declared or paid any cash dividends on our common stock. We do not anticipate paying any cash dividends to stockholders in the foreseeable future. In addition, any future determination to pay cash dividends will be at the discretion of the Board of Directors and will be dependent upon our financial condition, results of operations, capital requirements, and such other factors as the Board of Directors deem relevant.






Equity Compensation Plans


During the fiscal year ended September 30, 2012, we did not issue anyThe following table contains information about our common stock that may be issued under our equity compensation plans as of December 31, 2013. See “Executive Compensation-Benefit Plans” for the benefita description of our directors, officersstock option and incentive plans.

Plan Category

 

Number of securities

to be issued upon

exercise of

outstanding options

(a)

 

Weighted average

exercise price of

outstanding

options

(b)

 

Number of securities

remaining available

for future issuance

under equity

compensation plans

(excluding securities

reflected in

column (a))

(c)

 

 

 

 

 

 

 

Equity compensation plans approved by security holders(1)

 

 

0

 

$

N/A

 

 

17,100,000

Equity compensation plans not approved by security holders

 

 

-

 

 

-

 

 

-

Total

 

 

0

 

$

-

 

 

17,100,000

(1) Our 2013 Equity Incentive Award Plan was adopted by our stockholders on or future employees.   about July 12, 2013.


ITEM 6.  SELECTED FINANCIAL DATA


Not required.









ITEM 7. MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION


Introduction


The following management’s discussion should be read in conjunction with the Financial Statements and Notes thereto. Our fiscal year ends September 30. This documentanalysis contains certain forward-looking statements including, among others, anticipated trends inthat involve risks and uncertainties, such as statements of our financial conditionplans, objectives, expectations and resultsintentions. Any statements that are not statements of operationshistorical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and our business strategy. (See Part I, Item 1A, "Risk Factors"the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.)., or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are based largely on our current expectations and are subject to a number of risks and uncertainties. Actualuncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this quarterly report. The Company’s actual results and the timing of events could differ materially from those anticipated in these forward-looking statements. Important factorsstatements as a result of several factors. The Company does not undertake any obligation to consider in evaluating suchupdate forward-looking statements include (i) changesto reflect events or circumstances occurring after the date of this quarterly report.


Overview


On May 15, 2013, Receivable Acquisition & Management Corporation, a Delaware corporation (the “Company”) completed the acquisition of Cornerstone Program Advisors LLC, a Delaware limited liability company (“Cornerstone”) and Sustainable Energy Industries, Inc., a Delaware corporation (“Sustainable”), and the Company assumed the operations of each of these entities (the “Merger”).  Receivable Acquisition & Management Corporation had operated as a business purchasing and collecting upon defaulted consumer receivables and its operations were spun off by the Company.  Cornerstone has been in external factors orthe business of managing energy infrastructure projects, specializing in our internal budgeting processthe non-profit marketplace.  Sustainable is in the business of developing, marketing, and implementing clean tech technologies.  The Company has refocused on managing energy infrastructure projects and developing applications for a licensed environmentally benign heat engine with particular focus on the geothermal and independent power production markets.


On August 5, 2013, the Company filed Amendment No. 1 to its Current Report on Form 8-K (the “Form 8-K/A”), which might impact trendsincluded the audited Financial Statements of Cornerstone for the fiscal years ended December 31, 2012 and December 31, 2011, as well as the unaudited Financial Statements of Cornerstone as of March 31, 2013 and for the three months ended March 31, 2013 and 2012.  In addition, the Company provided the audited Financial Statements of Sustainable Energy, LLC, a New York limited liability company (“Sustainable LLC”), for the fiscal years ended December 31, 2012 and December 31, 2011, and the unaudited financial statements of Sustainable LLC, as of March 31, 2013, and for the three months ended March 31, 2013 and 2012.  The Financial Statements of Sustainable LLC were provided in ourlieu of those of Sustainable because Sustainable LLC had transferred to Sustainable substantially all of its assets pursuant to a May 15, 2013 Assignment and Assumption Agreement.  In addition, the Company provided the unaudited pro forma condensed combined financial information of the Company, Cornerstone, and Sustainable, as of and for the six months ended March 31, 2013 and for the fiscal year ended September 30, 2012.


Cornerstone is considered to be the “acquiring entity” in the Merger strictly from an accounting perspective.  Accordingly, under the applicable accounting rules, in this Annual Report on Form 10-K for the period ended December 31, 2013 (the “10-K”), the Company is reporting the financial results for Cornerstone through the closing of the Merger on May 15, 2013, and then the financial results of operations; (ii) unanticipated working capital or other cash requirements; (iii) changes in our business strategy or an inability to execute our strategy due to unanticipated changesall of the entities that were combined as a result of the Merger from May 15, 2013 through the end of the December 31, 2013 period.  In the following Results of Operations section, the Company is comparing these combined financial statements (after May 15, 2013) against the financial statements of only Cornerstone from last year, so the Results of Operations could be different.


As reported in the industries inForm 8-K/A, the Company changed its fiscal year from September 30 to December 31 to correspond with the fiscal years of each of Cornerstone and Sustainable.  However, as the Company is reporting the financials of Cornerstone prior to May 15, 2013, which we operate; and (iv) various competitive market factors that may prevent us from competing successfully inhas always had a December 31 fiscal year end, the marketplace.December 31 year end applies to last year’s figures.


Results of Operations


Year Ended September 30, 2012 Compared to Year Ended September 30, 2011.ended December 31, 2013 as compared with December 31, 2012.


RevenuesRevenue


Total revenue for the twelve months ended September 30, 2012 increased by approximately 62% or $32,854 to $85,426 from $52,572 forDuring the year ended September 30, 2011.  TheDecember 31, 2013, the Company had a net lossincome (loss) of ($148,338) for the year ended September 30, 2011151,453), on revenues of $992,195, versus net lossprofits of ($81,812) for the year ended September 30, 2011. The net loss was largely impacted by impairment$263,563 on revenue of note receivable from Airbak Technologies LLC.  

Total operating expenses

Total operating expenses$711,037 in the year ended September 30, 2012 declined by approximately 32%  or $43,705December 31, 2012.  Net operations in 2013 turned to $90,877a loss as compared to $134,582  forlast year due principally to the year ended September 30, 2011.

Other incomecost of professional services, particularly those associated with the Merger transaction and expense


Forresultant conversion of Company operations from a limited liability company to a corporation (see Notes to the year ended September 30, 2012,financial statements).  In addition, the Companymost recent period had interest income of $88, loss of ($165,000) from impairment of notes receivable and income of $22,025 from debt reliefhigher marketing expenses as compared to interest income of $198 for the year ended September 30, 2011. The Company has no other contingent expense.

Income taxes

For the years ended September 30,same period in 2012, due to a more aggressive marketing and 2011, the Company has not recorded any income tax liability.

Net Income (loss)


Net loss for the year ended September 30, 2012 was ($148,338) versus ($81,812) for the year ended September 30, 2011.public relations effort.     





Although revenues show strong improvement, the margin of project management revenue over the corresponding cost of subcontracted consultants for such projects has declined from 2012 to 2013.  This gross profit for the year ended December 31, 2013 was 15% of revenues, down from 41% for 2012.  This is due to a change in the arrangement with these subcontractors to attract and retain talent, providing them with a larger share of revenues received.


The revenue increase for the year ended December 31, 2013, over the prior year was a consequence of growing business activity with clients.  Influencing the results for the period is the fact that during the first half of 2012, the Company was engaged in advisory, oversight, and management activities for one customer, but this was increased to two customers in the corresponding period in 2013 due to successful business development activities.


Operating Expenses


Total operating expenses for the year ended December 31, 2013 were $1,143,648, versus $447,474 during the year ended December 31, 2012.  The 156% increase in operating expenses in 2013 as compared with 2012 is primarily due to two factors, the previously mentioned increase in share of revenues to subcontractors and the costs of professional fees connected with the Merger and public filing requirements, as well as related activity.   


Consulting Expenses  


The Company outsources a significant portion of its project management, oversight and advisory activities to a carefully selected group of small firms, individuals and subcontractors with expertise specific to the projects underway.  As of the year ended December 31, 2013, the Company was using five such consulting resources. Consulting expenses consistently constitute the bulk of operating costs for the project advisory and management business activities of the Company, and accordingly generally track revenue.  


Liquidity and Capital Resources


Liquidity

At September 30, 2012As of December 31, 2013, the Company had a working capital deficit of ($10,794)157,244) versus working capital of $136,679 at September 30, 2011, largely$298,662 as of year ended December 31, 2012.  Most of this change is due to impairmentthe assumption of notes receivables. a license agreement at the time of the Merger, and a substantial increase in professional fees as a public company.  


At the year ended September 30, 2012,December 31, 2013, the Company had $60,572net cash of $347,877 as compared with $3,415 at December 31, 2012. At the end of 2013, net cash provided by operating activities was $534,283 as compared with $338,230 at December 31, 2012.  The increase in net cash and is not able to generate sufficient cash to fund operations for the foreseeable future.  The Company is seeking to merger with another company seeking to go public but timing and type of company cannot be ascertained at this time.


Cash Flows and Expenditures

Year ended September 30, 2012 compared to September 30, 2011


During the years ended September 30, 2012 and 2011, the Company had finance income of $ 84,535 and $51,512 , respectively.


During the year ended September 30, 2012, we generated $891 compared to $1,060 in servicing income in the year ended September 30, 2011.


Cash provided from operating activities was $5,036 duringprimarily due to the year ended September 30, 2012 versusincrease in accounts payable and accrued expenses.  In addition, the increased revenues resulting from the growth in the business over that time were more than offset by increasing charges for marketing efforts and professional fees.  


At the end of 2013, there was ($243,750) net cash used from operations of ($22,960) during the year ended September 30, 2011.


Net cash used fromby financing activities versus ($334,815) during 2012.  This was ($122,782) and net cash provided of $14,877 duringprimarily due to increased distributions paid prior to the years ended September 30, 2012 and 2011 respectively.


Capital Resources


The cash flow from portfolios currently owned would be not be adequate to meet our operating expenses for the foreseeable future.

Inflation


We believe that inflation has not had a material impact on our results of operations for the year ended September 30, 2012.


Critical Accounting PoliciesMerger.


The Company utilizesbelieves that funds generated from operations, together with existing cash and cash infusions by major stockholders, will be sufficient to finance its operations for the interest method under guidance providednext twelve months, but are likely to be insufficient to fund its contractual obligation and to fund growth.  The Company expects to seek additional capital to cover any working capital needs and its contractual obligation discussed below, and to fund growth initiatives in its identified markets.  However, there can be no assurance that any new debt or equity financing arrangement will be available to the Company when needed on acceptable terms, if at all.  The continued operations of the Company are dependent on its ability to collect its receivables and increase revenues.


Income Taxes


The Company has paid modest projected income taxes to New York State and City, but does not expect any material income tax liability for the period ended December 31, 2013.  


Contractual Obligation


As previously disclosed, the Company has entered into a renewable 20-year engine technology license agreement (the “Agreement”) with a third party licensor (the “Licensor”) that developed engines capable of converting low grade heat into other forms of energy.  Under the terms of the Agreement, the Company obtained certain exclusive license rights in the engines developed by the Financial Accounting Standards Board Accounting Standards Certification (“ASC”) 310-30Licensor which will permit the Company to determine income recognized on finance receivables.

In October 2003, ASC 310-30, “Accounting for Loans or Certain Securities Acquireddevelop, manufacture and integrate such engines into its projects.  An upfront payment of $200,000 and escalating volume-related quarterly payments are contractually required in a Transfer” was issued. This ASC 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 ASC is effective for loans acquired in fiscal years beginning after December 15, 2004. The ASC 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 ASC 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 ASC 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 downorder to maintain certain exclusive markets.  The payments, taken as whole, are expected to obligate the original IRR. IncreasesCompany to amounts of $250,000 to $400,000 per year depending upon the growth in revenue from this source.  If the expected future cash flows would be recognized prospectively through adjustment ofrevenues do not materialize, the IRR over a portfolio’s remaining life. The ASC provides that previously issued annual financial statements wouldCompany may elect not need to be restated. Management ispay these sums, and in the processevent of evaluating the application of this ASC. In accordance with ASC 310-30,non-payment, the Company is currently is usingretains a non-exclusive license subject to royalty fees.  As of December 31, 2013, the cost recovery method for revenue recognition for all its current portfolios.Company has begun payments under this Agreement.




Special Note on Forward-Looking StatementsCritical Accounting Policy & Estimates


This report contains “forward-looking statements” within the meaning of the federal securities laws. All statements, other than statements of historical facts, included or incorporated into this Form 10-K are forward-looking statements. The words “believe,” “expect,” “anticipate,” “estimate,” “project,” and similar expressions often characterize forward looking statements. These statements may include, but are not limited to, projections of collections, revenues, income or loss, estimates of capital expenditures, plans for future operations, products or services, and financing needs or plans, as well as assumptions relating to these matters. These statements include, among others, statements found under “Management’sOur Management’s Discussion and Analysis of Financial Condition and Results of Operations”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. The preparation of these financial statements requires management to make estimates and “Business.”

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 couldmay differ materially from those containedthese estimates under different assumptions and conditions. The most significant accounting estimates inherent in the forward-lookingpreparation of our financial statements dueinclude estimates as to a numberthe appropriate carrying value of factors, some ofcertain assets and liabilities which are beyond our control. Factors that could affect our resultsnot readily apparent from other sources. These accounting policies are described at relevant sections in this discussion and cause them to differ from those containedanalysis and in the forward-lookingcondensed consolidated financial statements include:included in this quarterly report.


Off-Balance Sheet Arrangements


The Company has no off-balance sheet arrangements.



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


Not required.





·

the availability of financing;

·

our ability to maintain sufficient liquidity to operate our business until a combination with another company;

·

our ability to recover sufficient amounts on receivables to fund operations;

·

changes in, or failure to comply with, government regulations; and

·

the costs, uncertainties and other effects of legal and administrative proceedings.






































ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
Receivable Acquisition and Management Corp.


We have audited the accompanying balance sheet of Receivable Acquisition and Management Corp. (the “Company”) as of December 31, 2013 and 2012, and the related statements of operations, stockholders’ equity and cash flows for each of the years then ended These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.


RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIESWe conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining on a test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED SEPTEMBER 30,In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2013 and 2012, AND 2011and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ PKF O'Connor Davies
A Division of O'Connor Davies, LLP
New York, NY
May 6, 2014





PAGE(S)

FINANCIAL STATEMENTS:

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

11

Consolidated Balance Sheets as of September 30, 2012 and 2011

12

Consolidated Statements of Operations for the Years

Ended September 30, 2012 and 2011

13

Consolidated Statements of Stockholders’ Equity (Deficit) for the Years 

Ended September 30, 2012 and 2011

14

Consolidated Statements of Cash Flows for the Years Ended

September 30, 2012 and 2011

15

Notes to Consolidated Financial Statements

16-22




Receivable Acquisition and Management Corp.


Balance Sheet



 

 

December 31,

2013

 

December 31,

2012

 

 

 

 

 

ASSETS

 

 

 

 

Cash

$

347,877

$

3,415

Accounts receivable

 

203,445

 

412,737

Prepaid expenses and deposits

 

69,319

 

-

Total Current Assets

 

620,641

 

416,152

 

 

 

 

 

Intangible asset - license agreement

 

242,509

 

-

 

 

 

 

 

Total Assets

$

863,150

$

416,152

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

Accounts payable and accrued expenses

$

573,052

$

115,490

Due to Licensor

 

187,000

 

-

Advances payable

 

17,833

 

2,000

Total Current Liabilities

 

777,885

 

117,490

 

 

 

 

 

Common stock, $0.001 par value: 325,000,000 shares

  authorized; 196,513,959 shares issued and outstanding

  at December 31, 2013

 

196,514

 

-

Additional paid-in capital

 

96,550

 

-

Retained earnings (deficit) and adjustments

 

(207,800)

 

298,662

Total Stockholders’ Equity

 

85,264

 

298,662

 

 

 

 

 

Total Liabilities and Stockholders’ Equity

$

863,150

$

416,152

























Silberstein Ungar, PLLC CPAs and Business Advisors

Phone (248) 203-0080

Fax (248) 281-0940

30600 Telegraph Road, Suite 2175

Bingham Farms, MI 48025-4586

www.sucpas.com



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To Receivable Acquisition and Management Corporation and Subsidiaries

2 Executive Drive, Suite 630, Fort Lee, NJ 07024



We have audited the accompanying consolidated balance sheets of Receivable Acquisition and Management Corporation and Subsidiaries (the “Company”) as of September 30, 2012 and 2011, and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the years ended September 30, 2012 and 2011. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.


We conducted our audits in accordance with standards of the Public Company Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.


In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Receivable Acquisition and Management Corporation and Subsidiaries as of September 30, 2012 and 2011 and the results of its operations and its cash flows for the years ended September 30, 2012 and 2011 in conformity with accounting principles generally accepted in the United States of America.


The accompanying consolidated financial statements have been prepared assuming that Receivable Acquisition and Management Corporation will continue as a going concern.  As discussed in Note 10 to the financial statements, the Company has incurred losses from operations, has limited working capital, and is in need of additional capital to grow its operations so that it can become profitable.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans with regard to these matters are described in Note 10. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ Silberstein Unger, PLLC


Bingham Farms, Michigan

December 28, 2012







RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

 CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2012 AND 2011

 

 

ASSETS

 

 

 

 

2012

 

2011

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

  Cash

$

60,572

 

$

178,318

  Notes receivable

 

-

 

 

165,000

  Finance receivables - short term

 

-

 

 

432

 

 

 

 

 

 

          Total current assets

 

60,572

 

 

343,750

 

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

  Finance receivables - long-term

 

-

 

 

865

 

 

 

 

 

 

          Total other assets

 

-

 

 

865

 

 

 

 

 

 

TOTAL ASSETS

$

60,572

 

$

344,615

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

   Accrued and other expenses

$

21,366

 

$

34,289

Officer loan

 

-

 

 

2,782

Notes payable

 

50,000

 

 

170,000

 

 

 

 

 

 

          Total current liabilities

 

71,366

 

 

207,071

 

 

 

 

 

 

STOCKHOLDERS'  EQUITY (DEFICIT) 

 

 

 

 

 

   Preferred stock, par value $10 per share;

 

 

 

 

 

       10,000,000 shares authorized in 2011 and 2010 and 0 shares

 

 

 

 

 

       issued and outstanding at September 30, 2012 and 2011, respectively

 

-

 

 

-

   Common stock, par value $.001 per share;

 

 

 

 

 

       325,000,000 shares authorized in 2012 and 2010 and 17,948,896 shares

 

 

 

 

 

       issued outstanding at September 30, 2012 and 2011, respectively

 

17,949

 

 

17,949

   Additional paid-in capital

 

667,597

 

 

667,597

   Accumulated deficit

 

(696,340)

 

 

(548,002)

 

 

 

 

 

 

 Total stockholders' equity (deficit)

 

(10,794)

 

 

137,544

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

$

60,572

 

$

344,615



The accompanyingSee notes are an integral part of the consolidatedto financial statements.




 

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED SEPTEMBER 30, 2012 AND 2011

 

 

 

 

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

REVENUES

 

 

 

 

 

    Financing income

$

84,535

 

$

51,512

    Gain on sale of finance receivables

 

-

 

 

-

    Service income and other

 

891

 

 

1,060

 

Total revenues

 

85,426

 

 

52,572

 

 

 

 

 

 

COSTS AND EXPENSES

 

 

 

 

 

    Selling, general and administrative

 

90,877

 

 

134,582

 

Total costs and expenses

 

90,877

 

 

134,582

 

 

 

 

 

 

INCOME (LOSS) FROM OPERATIONS

 

(5,451)

 

 

(82,010)

 

 

 

 

 

 

OTHER INCOME (EXPENSES)

 

 

 

 

 

    Interest income

 

88

 

 

198

    Impairment Loss on Notes Receivable

 

(165,000)

 

 

-

    Relief of Debt

 

22,025

 

 

-

 

Total other income (expenses)

 

(142,887)

 

 

198

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS) APPLICABLE TO COMMON STOCK

$

(148,338)

 

$

(81,812)

 

 

 

 

 

 

INCOME (LOSS) PER COMMON SHARE, BASIC AND DILUTED

$

(0.01)

 

$

(0.00)

 

 

 

 

 

 

WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED

 

17,948,896

 

 

17,815,614



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




RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE YEARS ENDED SEPTEMBER 30, 2012 AND 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Common Stock

 

Paid-In

 

Accumulated

 

 

 

Shares

 

Amount

 

Capital

 

Deficit

 

Total

BALANCE, OCTOBER 1, 2010

16,802,896

 

$

16,803

 

$

651,648

 

$

(466,190)

 

$

202,261

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of stock for cash

900,000

 

 

900

 

 

5,850

 

 

 

 

 

6,750

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of stock for cash

46,000

 

 

46

 

 

299

 

 

 

 

 

345

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issued 200,000 shares for board compensation

200,000

 

 

200

 

 

9,800

 

 

 

 

 

10,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) for the year ended September 30, 2011

 

 

 

 

 

 

 

 

 

(81,812)

 

 

(81,812)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE, SEPTEMBER 30, 2011

17,948,896

 

$

17,949

 

$

667,597

 

$

(548,002)

 

$

137,544

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) for the year ended September 30, 2012

 

 

 

 

 

 

 

 

 

(148,338)

 

 

(148,338)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE, SEPTEMBER 30, 2012

17,948,896

 

$

17,949

 

$

667,597

 

$

(696,340)

 

$

(10,794)



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




RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED SEPTEMBER 30, 2012 AND 2011

 

 

 

 

 

 

 

 

 

 

 

 

2012

 

2011

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

  Net income (loss)

 

$

(148,338)

 

$

(81,812)

 

 

 

 

 

 

 

Adjustments to reconcile net income to net cash

 

 

 

 

 

 

provided by operating activities:

 

 

 

 

 

 

   Issuance of stock

 

 

-

 

 

10,000

   Impairment Loss on Notes Receivable

 

 

165,000

 

 

-

   Relief of Debt

 

 

(22,025)

 

 

-

 

 

 

 

 

 

 

Changes in Operating Assets and Liabilities

 

 

 

 

 

 

   Collections applied to principal on finance receivables

 

 

1,297

 

 

56,044

   Increase (decrease) accrued expenses

 

 

9,103

 

 

(7,192)

 

 Net cash provided by (used in) operating activities

 

 

5,037

 

 

(22,960)

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Proceeds from exercise of stock options

 

 

-

 

 

7,095

Proceeds (payment) on notes receivable

 

 

-

 

 

(165,000)

Proceeds (payment) on notes payable

 

 

(120,000)

 

 

170,000

Proceeds from officer loan

 

 

(2,782)

 

 

2,782

 

Net cash provided by (used in) financing activities

 

 

(122,782)

 

 

14,877

 

 

 

 

 

 

 

NET (DECREASE) IN CASH

 

 

(117,745)

 

 

(8,083)

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR

 

 

178,318

 

 

186,401

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS - END OF YEAR

 

$

60,573

 

$

178,318




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




RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND 2011


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


A.  THE COMPANY AND PRESENTATION


Receivable Acquisition and Management Corporation and Subsidiaries (the “Company”) was formerly Biopharmaceutics, Inc. In June 1999, pursuant to a meeting of the Board of Directors, Biopharmaceutics Inc, adopted a resolution and filed a certificate of amendment to the certificate of incorporation and changed the name of Biopharmaceutics, Inc., to Feminique Corporation.


On November 25, 2003, the Feminique Corporation incorporated a wholly-owned subsidiary Receivable Acquisition and Management Corp of New York. The Company purchases, manages and collects defaulted consumer receivables.


On April 21, 2004, Feminique Corporation 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 Feminique Corporation’s shareholders at its April 20, 2004 annual meeting.  The shareholders also changed the name of Feminique Corporation to Receivable Acquisition and Management Corporation.


The Company ceased investments in distressed consumer credit portfolios in September 2007 and is currently in the process of running off existing portfolios. Three agencies in the United States and one in UK are collecting the remaining portfolios. Since we outsource our collections, the Company is not required to register in each and every state the debtor resides. The collection agencies are required to register in each state they call debtors.


B.  FINANCE RECEIVABLES


The Company has adopted the provisions of Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) 310-30 for its investment in finance receivables, “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.


During the years ended September 30, 2012 and 2011, the Company neither acquired nor sold any finance receivables.


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.



statements





RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 2012 AND 2011


B.  FINANCE RECEIVABLES (CONTINUED)


The agreements to purchase the aforementioned receivables include general representationsReceivable Acquisition 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. 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 years ended September 30, 2012 and 2011 were as follows:

 

2012

2011

 

 

 

Balance at beginning of year October 1,

$ 1,297

$ 57,341

Cash collections applied to principal

(1,297)

(56,044)

Receivable writedown

 

 

Balance at the end of the year

$ -

$ 1.297

Estimated Remaining Collections ("ERC")*

$ -

$ 1,297

Management Corp.


*Estimated remaining collection refers to the sumStatement 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 $84,535 and $51,512 for the fiscal years ended September 30, 2012 and 2011, respectively.


Under ASC 310-30 debt security impairment is recognized only if the fair market value of the debt has declined below its amortized costs. The Company took impairment charges totaling approximately $0 during the years ended September 30, 2012 and 2011, respectively.


C.  PRINCIPLES OF CONSOLIDATION


The consolidated financial statements include the accounts of the Company and its subsidiaries.  All significant intercompany accounts and transactions have been eliminated in consolidation.


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 September 30, 2012 and September 30, 2011.Operations



 

 

Year Ended

December 31

 

 

2013

 

2012

INCOME

 

 

 

 

Project Management

$

992,195

$

709,024

Other

 

-

 

2,013

 

 

 

 

 

Total Income

 

992,195

 

711,037

 

 

 

 

 

EXPENSES

 

 

 

 

Consulting fees

 

842,730

 

419,054

General and Administrative

 

48,652

 

28,164

Legal and other professional fees

 

252,266

 

256

 

 

 

 

 

Total Operating Expenses

 

1,143,648

 

447,474

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

$

(151,453)

$

263,563

 

 

 

 

 

Net Income (Loss) per

  Common Share

$

(0.00)

$

0.00

 

 

 

 

 

Weighted Average Common

  Shares Outstanding

 

188,904,750

 

176,390,063





RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 2012 AND 2011


E.  INCOME TAXES


The Company accounts for income taxes pursuant to the provisions of the ASC 740, Accounting for Income Taxes, which requires an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities.


F.  USE OF ESTIMATES


The preparation of financial statements in conformity with US generally accepted accounting principles 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.


G.  LOSS PER SHARE OF COMMON STOCK


Basic net 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.


H.   RECENT ACCOUNT PRONOUNCEMENTS


In January 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-06, “Improving Disclosures about Fair Value Measurements” (the “Update”). The Update provides amendments to FASB Accounting Standards Codification (“ASC”) 820-10 that require entities to disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers. In addition the Update requires entities to present separately information about purchases, sales, issuances, and settlements in the reconciliation for fair value measurements using significant unobservable inputs (Level 3). The disclosures related to Level 1 and Level 2 fair value measurements are effective for the Company in 2011 and the disclosures related to Level 3 fair value measurements are effective for the Company in 2012. The Update requires new disclosures only, and has no impact on our consolidated financial position, results of operations, or cash flow.









RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 2012 AND 2011



NOTE 2 - STOCK OPTIONS


In April 2004, the Company adopted a stock option plan upon approval by the shareholders at 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 as long as that person continues to be employed or serve on the on the Board of Directors, whichever is shorter. At September 30, 2012 and September 30, 2011, the Company had no options outstanding under this plan.


NOTE 3 - WARRANTS


The Company issued warrants during the year 2004 with an exercise price of $0.0075 and a 10 year term. During fiscal year 2011 all of the outstanding warrants were exercised and the company received proceeds of $7,095. At September 30, 2012 and 2011, respectively, the Company had -0- warrants outstanding.


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.


There was no provision for income tax for the years ended September 30, 2012 and 2011.


Due to the uncertainty of utilizing the approximate $696,340 and $548,002 in net operating loss carryforwards for the years ended September 30, 2012 and 2011 respectively, and realizing the deferred tax assets in the future, an offsetting valuation allowance has been established for the full amount of the deferred tax assets. The losses are available to offset future taxable income through 2032.


 

September 30,

2012

September 30,

2011

 

 

 

Deferred tax assets

$ 243,719

$ 191,801

Less: valuation allowance

(243,719)

(191,801)

Totals

$ -

$ -






RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 2012 AND 2011



NOTE 5 - STOCKHOLDERS’ EQUITY


COMMON STOCK


There were 325,000,000 shares of common stock authorized, with 17,948,896 shares issued and outstanding at September 30, 2012 and September 30, 2011, respectively. The par value for the common stock is $.001 per share.


The following is a list of the common stock transactions during the year ended September 30, 2012:


There were no common stock transactions for the year ended September 30, 2012.


The following is a list of the common stock transactions during the year ended September 30, 2011:


The Company issued 946,000 shares for cash of $7,095.


The Company issued 200,000 shares for services.  The value was $10,000.



NOTE 6 - RELATED PARTY


The Company was the investment manager of Ramco Income Fund Limited (“Fund”) a Bermuda corporation whose shares have been fully redeemed and dissolved as of December 2010. On September 30, 2012, Loan Payable to Ramco Income Fund Limited (“Fund”) was written off as a relief of debt due to the dissolution of the Fund.


NOTE 7 - FAIR VALUE MEASUREMENTS


The Company has categorized its financial assets and liabilities based  upon the fair value hierarchy specified by FASB Accounting Standards Codification (“ASC “) Topic 820, Fair Value Measurement and Disclosures (“ASC 820”) This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair.


value measurement, but discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost).  This standard provides for a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:







RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 2012 AND 2011



NOTE 7 - FAIR VALUE MEASUREMENTS (CONTINUED)


Level 1 - Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly.  These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active

Level 3 - Unobservable inputs that reflect the Company’s own assumptions.

The following table represents the fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2012:


Assets

Level 1

Level 2

Level 3

Total

Finance receivables

-

-

$-

$-

Total Assets

-

-

$-

$-

Liabilities

-

-

-

-

Total Liabilities

-

-

-

-


The following table represents the fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2012:


Assets

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

Finance receivables

 

-

 

-

 

$1,297

 

$1,297

 

 

 

 

 

 

 

 

 

Total Assets

 

-

 

-

 

$1,297

 

$1,297

 

 

 

 

 

 

 

 

 

Liabilities

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

Total Liabilities

 

-

 

-

 

-

 

-






RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 2012 AND 2011



NOTE 8 - NOTES RECEIVABLE


On April 27, 2011 the Company recorded a note receivable from Airbak Technologies, LLC. The principal balance of the note was $165,000 at September 30, 2012. The Company cannot reasonably determine the probability of collection of the note and the entire balance has been impaired as of September 30, 2012.


NOTE 9 - NOTES PAYABLE


On May 4, 2011, the Company issued a convertible note payable in the amounts of $50,000 to Brent Grady and $50,000 to Dr. Rizwan Chaudhry, at an annual interest rate of 5%. The note was due on November 4, 2012. On August 10, 2011, the Company issued a convertible note payable in the amounts of $40,000 and $30,000 to BMS Associates and Farheen Shadab, at an annual interest rate of 5%. The note is due on February 10, 2013. The Brent Grady note of $50,000, BMS Associates note of $40,000 and the Farheen Shadab note of $30,000 have been paid back without interest and penalty and the Company continues to accrue interest on the remaining notes.


NOTE 10 - GOING CONCERN


The Company has incurred operating losses since inception, has negative working capital, and its operating activities may require financing from outside institutions and/or related parties. The accompanying consolidated financial statements have been prepared assuming that the company will continue as a going concern. The Company will need outside financing to support its continued operations or may need to seek a merger with another company in order to survive.


NOTE 11 - SUBSEQUENT EVENTS


In accordance with ASC Topic 855-10, The Company has analyzed its operations subsequent to September 30, 2012 to the date these financial statements were issued, and has determined that it does not have material subsequent events to disclose in these financial statements.
























See notes to financial statements





Receivable Acquisition and Management Corp.


Statement of Stockholders’ Equity

For the Year Ended December 31, 2013


 

 

Common Stock

 

Additional

 

 

 

Total

 

 

Number of

Shares

 

Amount

 

Paid-in

Capital

 

Retained

Earnings

 

Stockholders’

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2012

 

-

$

-

$

-

$

298,662

$

298,662

Distributions

 

-

 

-

 

-

 

(243,484)

 

(243,484)

Shares issued in reverse

merger acquisition on

May 15, 2013

 

176,390,063

 

176,390

 

-

 

(92,351)

 

84,039

Reverse acquisition

adjustment

 

19,173,896

 

19,174

 

-

 

(19,174)

 

-

Shares issued in exchange

 for consulting services

 

950,000

 

950

 

94,050

 

-

 

95,000

Net Income (Loss)

 

-

 

-

 

-

 

(151,453)

 

(151,453)

Contributed Capital

 

-

 

-

 

2,500

 

 

 

2,500

Balance, December 31, 2013

 

196,513,959

$

196,514

$

96,550

$

(207,800)

 

85,264






















See notes to financial statements





Receivable Acquisition and Management Corp.


Statement of Cash Flows



 

 

Year Ended

December 31

 

 

2013

 

2012

 

 

 

 

 

NET INCOME (LOSS)

$

(151,453)

$

263,563

Adjustments to reconcile net income (loss) to net cash

provided by operating activities

 

 

 

 

Shares issued for consulting services

 

47,500

 

-

Amortization - license agreement

 

6,200

 

-

 Changes in Assets and Liabilities, net of reverse merger

 

 

 

 

      Accounts receivable

 

209,292

 

52,341

      Accounts payable and accrued expenses

 

457,563

 

22,326

      Prepaid expenses

 

(21,819)

 

-

      License agreement payments

 

(13,000)

 

-

 

 

 

 

 

Total Adjustments

 

685,736

 

74,667

 

 

 

 

 

Net Cash Provided by Operating Activities

 

534,283

 

338,230

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

Cash received from reverse merger acquisition

 

53,929

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

Distributions

 

(243,484)

 

(336,815)

Advances payable

 

(2,766)

 

2,000

Contributed capital

 

2,500

 

-

Net Cash Used by Financing Activities

 

(243,750)

 

(334,815)

 

 

 

 

 

Net increase in cash

 

344,462

 

3,415

 

 

 

 

 

Cash, beginning of period

 

3,415

 

-

 

 

 

 

 

Cash, end of period

$

347,877

$

3,415

 

 

 

 

 

Non Cash Investing Activity

 

 

 

 

Shares issued for license agreement

 

48,709

 

-






See notes to financial statements





Receivable Acquisition and Management Corp.


Notes to Financial Statements

December 31, 2013


1. Organization and Nature of Business


Receivable Acquisition and Management Corporation (the “Company” or “RAMCO”), a public reporting entity, was in the business to purchase, manage and collect defaulted consumer receivables. RAMCO ceased investments in distressed consumer credit portfolios in September 2007 and since then was in the process of running off existing portfolios.


Sustainable Energy LLC (“Sustainable LLC”) is a New York Limited Liability Company formed on July 26, 2010. Sustainable LLC is involved in developing and improving the efficiency of energy infrastructure using a combination of traditional and advanced technologies. On March 29, 2013, Sustainable LLC contributed certain assets and liabilities into a newly formed entity, Sustainable Energy Industries, Inc. (“Sustainable”). At the time, Sustainable LLC had only a license agreement with a third party and limited asset, liabilities and operations.


Cornerstone Program Advisors LLC, (“Cornerstone”) is a Delaware limited liability company formed on January 5, 2009. The Company is an energy infrastructure project management company focused on healthcare and higher learning institutions.


On March 29, 2013, RAMCO entered into a definitive reverse merger agreement (the “Agreement”) with Cornerstone and Sustainable. Under the terms of the agreement, RAMCO entered into a voluntary share exchange transaction with Cornerstone and Sustainable whereby approximately 176,400,000 shares of RAMCO’s common stock, representing approximately 90% of all issued and outstanding shares, were issued to the members and shareholders of the Cornerstone and Sustainable and in exchange, RAMCO acquired all of the membership interests in the Cornerstone and all the issued and outstanding shares of Sustainable. At the closing of the Agreement on May 15, 2013, the management of Cornerstone and that of Sustainable assumed control of the RAMCO’s operations.


The Merger was accounted for as a reverse merger using the purchase method of accounting, with the former members and shareholders of Cornerstone and Sustainable controlling approximately 90% of the issued and outstanding common shares of RAMCO after the closing of the transaction. Cornerstone was deemed to be the acquirer for accounting purposes and the financial statements are presented as a continuation of Cornerstone and include the results of operations of Cornerstone since incorporation on January 9, 2009, and the results of operations of the RAMCO and Sustainable since the date of acquisition on May 15, 2013. Also in August 2013, the Company changed its year end from September 30 to December 31.


Following the Merger, the Company adopted a business plan to build on the business of Cornerstone and Sustainable in energy infrastructure and alternative energy.



2. Significant Accounting Policies


Basis of Presentation and Use of Estimates


The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America which 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 amounts of revenues and expenses during the reporting period. Some of the more significant estimates required to be made by management include valuation of shares issued for services, recognition of income for work completed and unbilled to customers, and the allowance for doubtful accounts. Actual results could differ from those estimates.


The Company believes that funds generated from operations, together with existing cash and cash infusions by major stockholders, will be sufficient to finance its operations for the next twelve months, but are likely to be insufficient to fund its contractual obligation and to fund growth.  The Company expects to seek additional capital to cover any working capital needs and its contractual obligations, and to fund growth initiatives in its identified markets.  However, there can be no assurance that any new debt or equity financing arrangement will be available to the Company when needed on acceptable terms, if at all.  The continued operations of the Company are dependent on its ability to receive revenues.





Receivable Acquisition and Management Corp.


Notes to Financial Statements

December 31, 2013


2. Significant Accounting Policies (continued)


Cash


The Company continually monitors its positions with, and the credit quality of, the financial institutions it invests with. From time to time, however briefly, the Company maintains balances in operating accounts in excess of federally insured limits.


Accounts Receivable


Receivables are stated at the amount management expects to collect from outstanding balances. Management provides for probable uncollectible amounts through a charge to earnings and a credit to a valuation allowance based on its assessment of the current status of individual accounts. At December 31, 2013, no allowance for doubtful accounts had been provided.


Income Recognition


The Company recognizes income for the sale of services and products when persuasive evidence of an arrangement exists, services have been rendered or delivery has occurred, the fee is fixed or determinable and the collectability of the related income is reasonably assured.


The Company principally derives income from fees for services generated on a project-by-project basis. Prior to the commencement of a project, the Company reaches agreement with the client on rates for services based upon the scope of the project, staffing requirements and the level of client involvement. It is the Company’s policy to obtain written agreements from new clients prior to performing services. In these agreements, the clients acknowledge that they will pay based upon the amount of time spent on the project or an agreed-upon fee structure. Income for services rendered is recognized on a time and materials basis or on a fixed-fee or capped-fee basis in accordance with accounting and disclosure requirements for income recognition.


Fees for services that have been performed, but for which the Company has not invoiced the customers are recorded as unbilled receivables.


Income for time and materials contracts are recognized based on the number of hours worked by the Company’s subcontractors at an agreed upon rate per hour, and are recognized in the period in which services are performed. Income for time and materials contracts is billed monthly or in accordance with the specific contractual terms of each project.


License Agreement


The cost of the license agreement (see Note 4) is being amortized on a straight-line basis over 20 years.  The license agreement is reflected in the accompanying December 31, 2013 balance sheet net of accumulated amortization of $6,200.


Income Taxes


The Company recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by the tax authorities. Management has analyzed the Company’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years (2009 - 2012).











Receivable Acquisition and Management Corp.


Notes to Financial Statements

December 31, 2013


2. Significant Accounting Policies (continued)


Basic and Diluted Net Income (Loss) per Share


The Company computes income (loss) per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted income (loss) per share on the face of the statement of operations. Basic income (loss) per share is computed by dividing net income available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive income (loss) per share excludes all potential common shares if their effect is anti-dilutive.


The Company has no potential dilutive instruments and accordingly basic income (loss) and diluted income per share are the same.


The weighted average number of shares used in computing the income (loss) per share has been adjusted to give effect to the reverse merger described in Note 1.


3. Related Party Transactions


Consulting Fees


Certain stockholders of the Company and entities affiliated with management perform services to customers and were compensated at various rates. Total consulting expenses incurred by these entities amounted to $842,730 and $419,054 for the year ended December 31, 2013 and 2012, respectively.


Advances Payable


The advances payable are due to officers of the Company with no specified repayment terms.










Receivable Acquisition and Management Corp.


Notes to Financial Statements

December 31, 2013


4. License Agreement


On November 15, 2012, Sustainable LLC entered into a renewable 20-year engine technology license agreement (the “Agreement”) with a third party licensor (the “Licensor”) that developed engines capable of converting low grade heat into other forms of energy.  Under the terms of the Agreement, Sustainable LLC obtained certain exclusive license rights in the engines developed by the Licensor which would permit Sustainable LLC to develop, manufacture and integrate such engines into its projects.


The exclusive market rights of the Agreement provide that Sustainable LLC make a cash payment of $200,000 and issue common stock representing a small minority ownership position in the Company, along with periodic quarterly payments of $25,000 commencing six months after the initial $200,000 payment.  These payments reset to $50,000 per quarter after three payments, and are subject to further resets to up to $100,000 depending on engine sales volume.  Under certain circumstances, engine royalty fees and referral fees can increase the quarterly payment from time to time.  In the event of non-payment, Sustainable retains a non-exclusive license subject to royalty fees.


On May 15, 2013, in connection with the Merger (see Note 1), the Company, after acquiring 100% ownership interest in Sustainable, issued 2,435,430 shares to the Licensor which represents the small minority position in the Company as required under the terms of the Agreement.  At the time of issuance, these shares were valued at $48,709 representing the fair value of the RAMCO shares.


In addition, during the year ended December 31, 2013, the Company made payments of $13,000 that were applied against the initial $200,000 due under the terms of the Agreement.


In connection with a November 5, 2013, proceeding commenced by the Securities Division of the Arizona Corporation Commission (the “ACC”) the Company learned that the Licensor had been classified as dissolved by the Delaware Division of Corporations after March 1, 2010 for failure to pay franchise taxes to the State of Delaware, and similarly classified by the ACC as of approximately the same time.


In performing due diligence in regard to the status of the Licensor, the Company subsequently learned also that two United States patents that were licensed to the Company under the Agreement have been classified as expired due to the Licensor’s failure to pay maintenance fees thereon.  The Company has confirmed that Licensor is taking steps to have the corporate charters of each, as well as the patents, reinstated, but may not be successful in such reinstatements, and is in discussions with the Licensor regarding these matters.  


To the best of the Company’s knowledge at present, none of these issues presents a near-term hindrance to the Company’s continued focus on establishing and growing its engine technology business.


Pursuant to the Agreement, the Company has obtained previously described rights to all forms of intellectual property covering certain engine technology that is the subject of the Agreement and is not relying on the two U.S. patents to be reinstated in order to maintain the ability and know-how to use such technology.  To the Company’s best knowledge at the current time, international patent rights remain intact.  However, at this time, there can be no assurance that the foregoing matters will not have a material adverse effect on the Company’s operations.


The accompanying December 31, 2013 balance sheet presents the carrying value of the license fee at $242,509, consisting of the $200,000 required payments due under the Agreement and $48,709, representing the fair value of shares issues to the Licensor, net of $6,200 in accumulated amortization. In addition, the accompanying balance reflects $187,000 due to the Licensor, representing the remaining liability from the initial $200,000 required payment.


The Company periodically performs an analysis of its contractual rights and arrangements and establishes asset value based on that analysis.







Receivable Acquisition and Management Corp.


Notes to Financial Statements

December 31, 2013



5. Concentrations


The Company grants credit in the normal course of business to its customers.  The Company periodically performs credit analysis and monitors the financial condition of its customers to reduce credit risk.


Two customers accounted for 63.7% and 37.3% during the year ended December 31, 2013, and two customers accounted for 81.0% and 19.0% during the year ended December 31, 2012, respectively, of total project management income.


Two customers accounted for 77.9% and 22.1% of total accounts receivable at December 31, 2013.


6. Stock Issuance


In July 2013, the Company issued 950,000 shares of common stock to a public relations consultant as compensation for services rendered and to be rendered.  Additional shares were authorized in December 2013 for issuance to various parties for services rendered.  The Company issued 975,000 shares of Common Stock during the first quarter of 2014, valued at $31,750, for professional services.


7.  Commitments


The Company entered into an agreement with Thomas Telegades, the President, Chief Executive Officer, Interim Chief Financial Officer, and Director of the Company, under which Mr. Telegades shall serve on a full-time basis as Chief Executive Officer for a three year term beginning on May 15, 2013.  The agreement specifies that Mr. Telegades shall be paid an annual compensation of up to $150,000 for his services.  The agreement includes non-competition and non-solicitation provisions which expire the later of three years from May 15, 2013, or one year following his termination or voluntary resignation.


The Company entered into an agreement with Peter Fazio, the Chief Operating Officer and Director of the Company, under which Mr. Fazio shall serve on a full-time basis as Chief Operating Officer of the Company for a three year term beginning on May 15, 2013.  The agreement specifies that Mr. Fazio shall be paid annual compensation of up to $150,000 for his services.  The agreement includes non-competition and non-solicitation provisions which expire the latter of three years from May 15, 2013, or one year following his termination or voluntary resignation.


For 2013, no amounts were paid to these officers nor were any amounts accrued for.


8.  Income Taxes


There was no provision for income tax for the years ended December 31, 2013 and 2012.  The Company files a consolidated federal income tax return.


The difference between the basis of assets and liabilities for financial and income tax reporting are not considered material.  There were approximately $800,000 in net operating loss carryforwards for the year ended December 31, 2013, representing a potential deferred tax asset.  For net operating losses prior to the Merger, net operating loss carryforwards are subject to limitations as a result of a change in ownership as defined by IRC Section 382.  Upon an assessment of the potential of realizing these deferred tax assets in the future, an offsetting valuation allowance has been established for the full amount of the deferred tax assets.


9.  Subsequent Events


Management has evaluated subsequent events for disclosure and/or recognition in the financial statements through the date that the financial statements were available to be issued.











ITEM 8A.9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


None.On August 5, 2013, the Company dismissed its independent registered public accounting firm Silberstein Ungar, PLLC (“Silberstein”) and on such date PKF O'Connor Davies, a division of O'Connor Davies, LLP (“PKF”) was engaged as the Company's new independent registered public accountant.   


The reports of Silberstein for each of the years ended September 30, 2012 and 2011 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles other than going concern.


During the two most recent years or any subsequent interim period prior to PKF, the Company did not consult PKF regarding either: (i) the application of accounting principles to a specified transaction completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, or (ii) any matter that was either the subject of a disagreement or a reportable event in connection with its report on the Company's financial statements.


During the Company's two most recent fiscal years and any subsequent interim period preceding August 5, 2013, the date of dismissal of Silberstein, there were no disagreements with Silberstein on any matter or accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of Silberstein, would have caused it to make reference to the matter in connection with its reports. There were no “reportable events” within the two most recent years and any subsequent interim period preceding the dismissal of Silberstein in connection with its report on the Company's financial statements.


The Company has engaged PKF as its new independent certified public accounting firm to audit the Registrant's financial statements as of and for the years ended December 31, 2013 and 2012.  During the two most recent years or any subsequent interim period prior to engaging PKF, the Registrant did consult such firm regarding either (i) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Registrant's financial statements or (ii) any matter that was either the subject of a disagreement or event identified in response to (a)(l)(iv) of Item 304 of Regulation S-K, or a reportable event as that term is used in Item 304(a)(1)(v) of Item 304 of Regulation S-K.


ITEM 9A. CONTROLS AND PROCEDURES


(a) Disclosure Controls and Procedures


Our principal executive and principal financial officer has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a - 15(e) and 15d - 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this annual report.  He has concluded that, based on such evaluation, our disclosure controls and procedures were not effective as of September 30, 2012,December 31, 2013 to ensure that:


(1) Information required to be disclosed by the Company in reports that it files or submits under the act is recorded, processed, summarized and reported, within the time periods specified in the Commissions’ rules and forms; and


(2) Controls and procedures are designed by the Company to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management including the principal executive and principal financial officers or persons performing similar functions, as appropriate to allow timely decisions regarding financial disclosure.


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. Management concludes that the current situation is a consequence of the recent transition of its business activities from the form of limited liability companies to a public corporation, that is, the work involved in the Merger, and the process of consolidating activities, recordkeeping, and reporting of the business entities involved, as well as the small scale of current operations.  Management has begun to take steps to improve its controls and procedures, and expects, further, described below.that the growing scale of the business will enable the Company to obtain additional resources to assist in that effort.


(b) Management’s Annual Report on Internal Control Over Financial Reporting


Overview


Internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) refers to the process designed by, or under the supervision of, our principal executive officer and principal financial officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.




Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations.  Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.  Internal control over financial reporting also can be circumvented by collusion or improper management override.  Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.  However, these inherent limitations are known features of the financial reporting process.  Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.


Management has used the 1992 framework set forth in the report entitled “Internal Control - Integrated Framework” published by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission to evaluate the effectiveness of RAMC’sthe Company’s internal control over financial reporting. As a result of the material weaknesses described below, management has concluded that the Company’s internal control over financial reporting was not effective as of September 30, 2012.December 31, 2013.


Management’s Assessment


ManagementBased on this assessment, management has determined that, as of the September 30, 2012December 31, 2013 measurement date, there were material weaknesses in both the design and effectiveness of our internal control over financial reporting.


Human Resources: The Company has an outsourcing model whereby all collections functions are outsourced to external collection agencies and law firms. Each agency and law firm is required to send remittances along with detailed collections report at least once a month. Our collections manager handles receipt of checks and reports. She has a supervisor to review all data entered into our software system. The data is further verified by the CEO who receives independent reports from agencies and law firms.


Collections: All remittances are received as checks along with remittance report from all our collection agencies. Collections are entirely handled by our operations center in Rancho Santa Fe, California. The reports are entered into our software system “Collect”.  The checks are then deposited by our New Jersey office. The checks are posted into our accounting records upon receipt of reports from California office and independent reports from the Collection Agencies. Receipt, depositing and recording functions are completely delineated. To date we have not had an incidence of theft or leakage.


Internal Accounting: Our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. We noted that there is done by a CPA firm before financials are submitted to our auditors.


Financial Reporting: Thelack of sufficient internal accounting resources and lack of segregation of certain duties at the Company does not deal with any inventories or receivables. Our reporting is based on actual collections. Receivables are rarely created. The Company pays most of its bills upon receipt. However, primarily due to the Company's small sizenumber of people with responsibility for general administrative and minimal staff, wefinancial matters. This constitutes a deficiency in financial reporting. We therefore conclude that our internal control over financial reporting were not effective as of and for the year ended December 31, 2013. Management has identified this issue as being a consequence primarily of the transition of its business activities and is taking steps to remedy any deficiencies,  At this time, management has decided that considering the individuals involved and the control procedures in place, the risks associated with such lack of segregation of duties are insignificant and the potential benefits of adding additional resources to clearly segregate duties do not have adequate controls in placejustify the additional expenses associated with such increases. Management will periodically reevaluate this situation. If the volume of business increases and sufficient capital is secured, it is the Company’s intention to ensure that our reporting responsibilities are handled accuratlymitigate the current lack of segregation of duties within the general, administrative and with our auditor's consent.financial functions.





Revenue Recognition: The Company currently uses “Recovery Method” instead of Interest Method for recognizing finance income. Finance income is only recognized when the investment cost has been fully recognized.


Portfolio Impairment and Accretion: The Company assesses each portfolio for possible impairment or accretion at the end of each fiscal year based on actual collections at the time of determination.  

This annual report does not include an attestation report of the Company’sour independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’sour independent registered public accounting firm pursuant to temporary rulesfinal rulings of the Securities and Exchange CommissionSEC that permit us to provide only management’s report in this annual report.


(c) Changes in Internal Control over Financial Reporting


There has been no change in our internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


ITEM 9B. OTHER INFORMATION


None.

























22



PART III


ITEM 10.  DIRECTORS, OFFICERS AND CORPORATE GOVERNANCE.


The following table sets forth the names, age,Our current directors, officers and position of eachmanagers are listed below. Each of our directorsmanagers will serve for one year or until their respective successors are elected and executive officers.qualified. Our officers serve at the pleasure of the Board.


Name

 

Age

 

Present Principal Employment

 

 

 

 

 

Max KhanThomas Telegades

 

4658

 

Director, President, CEO and Interim CFO

Gobind SahneyJames Valentino  

 

5171

 

Chairman of the Board of Directors

Steven LowePeter Fazio

 

5261

Director and COO

Max Khan

47

Director

Wallace Baker

 66

 

Director and Secretary


Set forth below is biographical information for each officer and director.


GOBIND SAHNEY, age 51, 1987 to 2004, Chairman & CEO, Young Entrepreneurs Society, Inc. (YES) a credit card marketing Company.1997 to 2004, Chairman & President, Sahney &THOMAS TELEGADES was appointed Chief Executive Officer of the Company a corporate finance advisory firm. Mr. Sahney is a lifetimeon May 15, 2013.  Since September 2006, Thomas has served as the managing member of Cornerstone Program Advisors LLC, an energy infrastructure project management company focused on healthcare and higher learning institutions, which became a subsidiary of the National Eagle Scout Association; member Babson College BoardCompany as a result of Trustees; the Babson College Asian Advisory Board;Merger.  Mr. Sahney is a graduate of Babson College with dual degrees in Finance and Accounting. Born in 1961, Mr. Sahney lives in San DiegoTelegades has an MBA from Fairleigh Dickinson University and has 2 children.a BAS from Florida Atlantic University.


PETER FAZIO was appointed Chief Operating Officer of the Company on May 15, 2013.  Since June 2008, Peter has served as Chief Executive Officer of Sustainable Energy Industries Inc., and its predecessor Sustainable Energy Industries, LLC an alternative energy business, with emphasis on “green” engine technology, which became a subsidiary of the Company as a result of the Merger.  From February 2009 until February 2011, Mr. Fazio was Vice President of New Construction for Schlesinger/Siemens.  He has more than twenty-five years of experience in sales, management, employee relations, cost control and project management, and will continue in these roles with the Company.


MAX KHAN age 46, has been in the financial industry since 1987. He began his career as a financial consultant in New York. Mr. Khan founded Alliance Global Finance Inc. in 1992 with focus on corporate finance and investment banking. Mr. Khan served as president of Alliance Global Finance from 1991 through October 20032003. Mr. Khan was also a managing member of Thor Capital LLC, a FINRA registered firm. Mr. Khan has a Bachelors Degreean undergraduate degree in Accounting and Economics from City University of New York and an MBA from Pace University (New York).


JAMES VALENTINO spent most of his career as an executive in the financial services industry, with experience in marketing, interactive commerce, creative business strategy development and information technology.  More recently, he had over a decade of involvement with growing new businesses.  Mr. Valentino is a patented inventor and was founder, early backer, influencer, and/or director or board chairman of a number of emerging private companies, notably JibJab.  Mr. Valentino served as Chairman of the Board of MetLife Trust Company, and co-founded and served as Chairman of the Board for eComForum, a Washington, D.C. based e-commerce advocacy group. Mr. Valentino is a graduate of City University-Brooklyn College with a BS degree in Economics and Math, and has completed extensive graduate work at Baruch Business College in Information Technology and Computer Methodology. He is married with 2 children and lives ina graduate of the M.I.T. Sloan School Senior Executive Program, where he served on the Board of Governors. He is also a member of the New Jersey.York Academy of Sciences.  He has been Chairman of the Board of the Company since May 2013.


Steven Lowe, age 52,WALLACE BAKER spent most of his career in the financial services industry as an executive focused largely on corporate finance, financial modeling, controls and performance measurement, as well as corporate planning and strategy.  Mr. Baker was a founder of MetLife Trust Company and served on its Board of Directors, and subsequently became involved as a founder, early backer and/or principal in a number of emerging private companies.  Mr. Baker has an undergraduate degree in Economics from Brown University, and an MBA in Finance from New York University.  He was elected corporate Secretary in December 2013.


Messrs. Fazio, Valentino, and Baker gained knowledge of the industry and the engine technology from working with the Licensor for a period of time some years ago.







Involvement in Certain Legal Proceedings


To the best of our knowledge, none of our directors or executive officers has, during the past ten years:


·

been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

·

had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

·

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

·

been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

·

been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

·

been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.


Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the Commission.


Term of Office


Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.


All of the current directors and officers were appointed in connection with the Company’s merger (the “Merger”), and pursuant to the Merger Agreement, dated March 29, 2013 (the “Merger Agreement”), by and among the Company, Cornerstone Program Advisors LLC, a Delaware limited liability company (“Cornerstone”) and Sustainable Energy Industries, Inc. a Delaware corporation (“Sustainable”), which was completed on May 15, 2013 (the “Closing”).  Pursuant to the terms of the Merger Agreement, the Company adopted the operations of each of Cornerstone and Sustainable, and the officers and directors of the Company prior to the Closing, other than Max Khan, resigned.  Furthermore, Thomas Telegades was appointed the chief executive officer and Peter Fazio was appointed the chief operating officer, and the members of the board were chosen by Cornerstone and Sustainable.


Code of Ethics


As of December 31, 2013, the Company has not adopted a Code of Ethics.


Corporate Governance


The business and affairs of the company are managed under the direction of our board.  The current members of the board have conducted meetings as needed since the Closing of the Merger.  Each of our directors has attended all meetings either in person or via telephone conference.








Board Leadership Structure and Role in Risk Oversight


Our board of directors is a practicing attorney. Heprimarily responsible for overseeing our risk management processes. The board of directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks. The board of directors focuses on the most significant risks facing our company and our company’s general risk management strategy, and also ensures that risks undertaken by our company are consistent with the board’s appetite for risk. While the board oversees our company’s risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the foundermost effective approach for addressing the risks facing our company and that our board leadership structure supports this approach.


The Company does not have an audit committee, compensation committee or nominating committee.  The board of Lowe Law. Mr. Lowe graduated from Vanderbilt University and received his JD from Universitydirectors is responsible for all aspects of Connecticut Schoolgovernance of Law.the Company, including functions that would be delegated to such committees.


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE


Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who own more than ten percent of the Company’s outstanding Common Stock to file with the SEC and the Company reports on Form 4 and Form 5 reflecting transactions affecting beneficial ownership. Based solely on a review of the copies of the reports furnished to us, or written representations that no reports were required to be filed, we believe that during the fiscal year ended September 30, 2012December 31, 2013 all Section 16(a) filing requirements applicable to our directors, officers, and greater than 10% beneficial owners were complied with.














ITEM 11. EXECUTIVE COMPENSATION


Summary Compensation Table


The following table sets forth information regarding compensation awarded to, earned by or paid to our principalChief Executive Officer and the four other most highly compensated executive officer, principal financial officer and bonusofficers for the years ended September 30,December 31, 2013 and 2012 and 2011.(collectively, the “Named Executive Officers”).


SUMMARY COMPENSATION TABLE


  

  

Salary

Bonus

Stock Awards

  

Option awards

Non-equity

incentive plan

compensation

Change in pension value

and non qualified

deferred compensation

All Other

Compensation

  

Total

Name and principal position

Year

($)

($)

($)

  

($), (a)

($)

($)

($)

  

($)

  

  

  

  

  

  

  

  

  

  

  

  

Max Khan, President, Chief Executive Officer, Chief Financial Officer (1)

2012

$

-0-

-0-

 

-0-

-0-

-0-

-0-

 

$   

  

2011

$

-0-

-0-

 

-0-

-0-

-0-

-0-

 

-0-

Steven Lowe

Director and Secretary (2)

2012

-0-

-0-

-0-

 

-0-

-0-

-0-

-0-

 

-0-

  

2011

-0-

-0-

-0-

 

-0-

-0-

-0-

-0-

 

-0-

Gobind Sahney

Chairman of the Board (3)

2012

-0-

-0-

-0-

 

-0-

-0-

-0-

-0-

 

-0-

  

2011

-0-

-0-

-0-

 

-0-

-0-

-0-

-0-

 

-0-

  

  

  

  

  

  

  

  

  

  

  

  


Grants of Plan-Based Awards


There were no grants of plan-based awards to named executive officers for the year ended September 30, 2012.

Name and principal

 

Salary

Bonus

Stock

Awards

Option

awards

Non-equity

incentive plan

compensation

Change in pension value

and non qualified

deferred compensation

All Other

Compensation

Total

position

Year

($)

($)

($)

($)

($)

($)

($)

($)

  

 

 

 

 

 

 

 

 

 

Thomas Telegades, President,

Chief Executive Officer, Interim

Chief Financial Officer (since May 15, 2013)  

2013

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

2012

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

 

 

 

 

 

 

 

 

 

 

Peter Fazio, Chief Operating Officer   

2013

 

-0-

-0-

-0-

-0-

-0-

-0-

-0-

2012

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

 

 

 

 

 

 

 

 

 

 

Max Khan, Chief Executive Officer

(through May 15, 2013)  

2013

-0-

-0-

[see note]

-0-

-0-

-0-

-0-

-0-

2012

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-


Outstanding Equity Awards at Fiscal Year-End


None.In December, the Board agreed to a distribution of 375,000 previously authorized shares to Mr. Khan as described below.  At its December 5, 2013, meeting, the Board authorized a grant to Max Khan, a director and former chief executive officer of the Company, of 375,000 shares of restricted Common Stock of the Company as compensation for services that Mr. Khan previously provided to the Company as chief executive officer before the Closing of the Merger on May 15, 2013.  The shares were distributed in 2014.



Option Exercises and Stock Vested


No executive officer identified in the Summary Compensation Table above received or exercised any option in fiscal year 2012.  2013.


Benefit Plans


In 2013, the Board adopted and received consent of majority of shareholders for the Company’s 2013 Equity Incentive Award Plan (the “2013 Plan”) and the reservation of an aggregate of 3,000,000 shares of the Company’s common stock for issuance pursuant to the 2013 Plan. The 2013 Plan, approved by our stockholders, replaces the Company’s last stock option plan, which was adopted in April 2004 (the “Prior Plan”), and will be used to help attract, retain and motivate employees, consultants and directors.


The affirmative vote of the Majority Shareholders was required for the approval of the 2013 Plan.


The 2013 Plan is available to employees and consultants of the Company and its subsidiaries and members of the Board, or as applicable, members of the board of directors.  The Board believes that the 2013 Plan will promote the success and enhance the value of the Company by continuing to link the personal interests of participants to those of the Company and its stockholders and by providing participants with an incentive for outstanding performance to generate superior returns to our stockholders. The Board further believes that the 2013 Plan will provide flexibility to the Company in its ability to motivate, attract and retain the services of employees, consultants and Directors upon whose judgment, interest and special effort the successful operation of the Company is largely dependent.


The 2013 Plan provides for the grant of stock options (both incentive stock options and nonqualified stock options), restricted stock, stock appreciation rights, performance shares, performance stock units, dividend equivalents, stock payments, deferred stock, restricted stock units and performance-based awards to eligible participants.


In December 2013, 250,000 shares were authorized to be issued to a consultant of the Company pursuant to the 2013 Plan.


There were no sharesgrants of stock awarded or vested with respectplan-based awards to any of thosenamed executive officers.


Pension Benefits


None.officers for the year ended December 31, 2013.


Non-qualified Deferred Compensation


The Company does not have any defined contribution or other plan which provides for the deferral of compensation on a basis that is not tax-qualified.


Employment Agreements


The Company has no employment agreement. The previousentered into an agreement with Mr. Khan expired on April 30, 2007. UnderThomas Telegades, the existing employment provided Mr. Khan was entitled to receive $180,000 in annual compensation. Mr. KhanPresident, Chief Executive Officer, Interim Chief Financial Officer, and Director of the Company, did not enterunder which Mr. Telegades shall serve on a full-time basis as Chief Executive Officer for a three year term beginning on May 15, 2013.  The agreement specifies that Mr. Telegades shall be paid an annual compensation of up to $150,000 for his services.  The agreement includes non-competition and non-solicitation provisions which expire the later of three years from May 15, 2013, or one year following his termination or voluntary resignation.


The Company entered into an agreement with Peter Fazio, the Chief Operating Officer and Director of the Company, under which Mr. Fazio shall serve on a separationfull-time basis as Chief Operating Officer of the Company for a three year term beginning on May 15, 2013.  The agreement specifies that Mr. Fazio shall be paid annual compensation of up to $150,000 for his services.  The agreement includes non-competition and he has been servingnon-solicitation provisions which expire the company without an employment agreement.

latter of three years from May 15, 2013, or one year following his termination or voluntary resignation.


See item 13 below.


All of our officers and/or directors will continue to be active in other companies. All officers and directors have retained the right to conduct their own independent business interests.


Potential Payments Uponupon Termination or Change-in-Control


None.


Director Compensation Arrangements


NoneOur directors do not receive compensation of any form for serving in this capacity, including for their attendance at meetings of the Board.





ITEM 12. EQUITY COMPENSATION PLAN INFORM AND  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.


Equity Compensation Plan Information


Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


The following table sets forth certain information concerning the numberownership of sharesour common stock as of March 31, 2014, with respect to: (i) each person known to us to be owned bythe beneficial owner of more than five percent of each class of stock; (ii) all persons who own at least 5% of RAMC’s outstanding common stock, the Company'sour directors theand executive officers,officers; and the(iii) all of our directors and executive officers as a group asgroup. The notes accompanying the information in the table are necessary for a complete understanding of Decemberthe information provided below. As of March 31, 2012, unless otherwise noted. Unless otherwise indicated, the stockholders listed2014 there were 197,488,959 shares of common stock outstanding.


We believe that all persons named in the table have sole voting and investment power with respect to all shares shown as being owned by them, except as otherwise provided in the shares indicated.footnotes to the below table.

NAME AND ADDRESS

 

AMOUNT AND

NATURE OF

 

 

 

BENEFICIAL OWNER

 

BENEFICAL

OWNERSHIP

 

PERCENT OF

CLASS

 

 

 

 

 

 

 

Gobind Sahney

 

 

870,000

 

 

4.84

%

Lisa Sahney Trust

 

 

1,740,000

 

 

9.69

%

Max Khan

 

 

2,820,000

 

 

15.71

%

Mehtab Sultana

 

 

1,300,000

 

 

7.24

%

Steven Lowe (1)

 

 

100,000

 

 

     

 

All Directors and Officers as a group (3 persons)

 

 

3,870,000

 

 

21.56

%

 

 

 

 

 

 

 

 


(1)

Represents fully vested options granted in 2005.

Under federal securities laws, a person or group of persons is: (a) deemed to have “beneficial ownership” of any shares as of a given date which such person has the right to acquire within 60 days after such date and (b) assumed to have sold all shares registered hereby in this offering. For purposes of computing the percentage of outstanding shares held by each person or group of persons named above on a given date, any security which such person or persons has the right to acquire within 60 days after such date is deemed to be outstanding for the purpose of computing the percentage ownership of such person or persons, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.   This assumes that options, warrants or convertible securities that are held by such person or group of persons and which are exercisable within 60 days of the date of this report, have been exercised or converted.


NAME AND ADDRESS (1)

BENEFICIAL OWNER

 

AMOUNT AND

NATURE OF

BENEFICIAL

OWNERSHIP

 

PERCENT OF

CLASS (2)

 

 

 

 

 

Thomas Telegades

 

38,358,025

(3)

19.4%

Peter Fazio

 

40,297,550

(4)

20.4%

James Valentino

 

32,730,000

(5)

16.6%

Max Khan

 

2,980,000

(6)

1.5%

Wallace Baker

 

33,330,000

(7)

16.9%

All Directors and Officers as a group

 

148,070,575

 

74.8%

Stanley and Laurie Altschuler, Joint Owners

 

10,583,404

 

5.4%


*Less than 1*% of the outstanding common stock


(1)

** Beneficial Ownership is determined in accordance withExcept as otherwise set forth below, the rulesaddress of each of the Securities and Exchange Commission and generally includes voting or investment power with respectpersons listed below is c/o Receivable Acquisition & Management Corporation, 60 E. 42nd Street, 46th Floor, New York, New York 10165.

(2)

Based on 197,488,959 shares of Common Stock as of March 31, 2014.

(3)

These shares are owned by owned by Semper Fi Energy Holdings, LLC of which Mr. Telegades is a control person. Does not include 8,757,827 shares owned by Cornerstone Program Advisors Ltd, an entity owned by Mr. Telegades’ wife.  

(4)

Consists entirely of Common Stock held by Moshalu Family Trust of which Mr. Fazio is a control person.  Mr. Fazio may be deemed to securities. Shares of common stock subject to options, warrants, or convertible debt currently exercisable or convertible, or exercisable or convertible within 60 days of December 31, 2012 are deemed outstanding for computingbe the percentagebeneficial owner of the person holding such optionCommon Stock held by the Moshalu Family Trust.

(5)

Consists entirely of Common Stock held by Gramercy Ventures, LLC, of which Mr. Valentino is an owner.  Mr. Valentino does not control the power to vote or warrant.  Percentages are based on a totaldispose of 17,948,896securities owned by Gramercy Ventures, LLC and he disclaims beneficial ownership of these shares.

(6)

Includes 160,00 shares of common stock outstanding on December 31, 2012,Common Stock of which Mr. Khan is legal Custodian and of which Mr. Khan may be deemed to be the beneficial owner.  Mr. Khan received additional Common Stock after the end of 2013, as noted below.  Mr. Khan is a member of the Board of Directors but since the Merger is not an officer of the Company.  


(7)

Consists entirely of Common Stock held by Wentworth Dukeshire Trust.  Mr. Baker disclaims beneficial ownership of such shares, issuable uponas he does not control the exercisepower to vote or dispose of options, warrants exercisable, and debt convertible on or within 60 days of December 31, 2012, as described herein.these shares controlled by an independent trustee.


Equity Compensation Plan Information

See Part II, Item 5, “Equity Compensation Plans” for information regarding our equity compensation plans.






ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE


ThereSince January 1, 2013, there has not been any related transaction or series of similar transactions to which we were or are a party in which the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the applicable year-end and in which any of our directors or executive officers, any holder of more than 5% of any class of our voting securities or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than the compensation arrangements described in “Executive Compensation” and the transactions set forth below.


In connection with the Merger by and among the Company, Cornerstone, and Sustainable, which was completed May 15, 2013, the Company entered into a voluntary share exchange transaction (the “Exchange”) whereby the Company acquired all of the issued and outstanding membership units of Cornerstone and the issued and outstanding shares of Sustainable in exchange for the issuance to the members of Cornerstone and issuance to the shareholders of Sustainable an aggregate of approximately 176,400,000 shares of Common Stock of the Company (the “Consideration Shares”).  Prior to the Merger, the Company had approximately 19,600,000 shares of common stock issued and outstanding.  All of the Common Stock owned by directors Thomas Telegades, Peter Fazio, James Valentino, and Wallace Baker, or by trusts or limited liability companies at their designation, as of December 31, 2013 consist of the Consideration Shares that they received in connection with the Merger.


At its December 5, 2013, meeting, the Board authorized a grant to Max Khan, a director and former chief executive officer of the Company, of 375,000 shares of restricted Common Stock of the Company as compensation for services that Mr. Khan previously provided to the Company as chief executive officer before the Closing of the Merger on May 15, 2013.


Director Independence

Because our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

·

the director is, or at any time during the year ended September 30, 2012. Mr. Steven Lowe remains the only independent directorpast three years was, an employee of the board.company;


·


the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);



·


a family member of the director is, or at any time during the past three years was, an executive officer of the company;

·

the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipients consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

·

the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

We have one independent director. We do not have an audit committee, compensation committee or nominating committee.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES


Audit and Non-Audit Fees


As previously disclosed, on August 5, 2013, the Company terminated the services of Silberstein Ungar, PLLC (“Silberstein”) as the Company’s Independent Certified Public Accountants.  Silberstein served as the Company’s Independent Certified Public Accountants for each of the fiscal years ended September 30, 2012 and 2011, and for the period from February 9, 2011 to September 30, 2012, and through August 5, 2013.  On August 5, 2013, the Company engaged PKF O’Connor Davies, a Division of O’Connor Davies, LLP (“PKF”) as the Company’s new Independent Certified Public Accountants.  Simultaneously with the change in auditors, the Company changed its fiscal year from September 30 to December 31.


Aggregate fees for professional services rendered for the Company by Silberstein Ungar, PLLCPKF for the fiscal years ended September 30,December 31, 2013 and December 31, 2012 and 2011 are set forth below. The aggregate fees included in the Audit category are fees billed for the fiscal years for the audit of the Company'sCompany’s annual financial statements and review of financial statements and statutory and regulatory filings or engagements. The aggregate fees included in each of the other categories are fees billed in the fiscal years. (All references to "$" in this Proxy Statement are to United States dollars.)



 

September 30,

2012

 

September 30,

2011

 

 

PKF O’Connor Davies

December,

2013

 

PKF O’Connor Davies

December,

2012

 

 

 

 

 

 

 

 

 

 

Audit Fees

 

$

8,000

 

$

8,000

 

 

$

27,250

 

$

10,000

Audit Related Fees

 

$

5,250

 

$

5,250

 

 

$

0

 

$

0

Tax Fees

 

$

1,000

 

$

1,000

 

 

$

0

 

$

0

All Other Fees

 

$

0

 

$

0

 

 

$

0

 

$

0

Total

 

$

14,250

 

$

14,250

 

 

$

27,250

 

$

10,000


Audit Fees for the fiscal years ended September 30,December 31, 2013 and 2012 and 2011 were for professional services rendered for the audits of the consolidated financial statements of the Company, consents, and other assistance required to complete the year-end audit of the consolidated financial statements.


Audit-Related Fees as  The fees for 2012 and for the period in 2013 prior to the Merger were for work PKF did regarding Cornerstone Program Advisors, LLC, which constituted the ongoing operations of the fiscal years ended September, 2012 and 2011 were for assurance and related services reasonably related toCompany after the performance of the audit or quarterly review of financial statements and not reported under the caption Audit Fees.


Tax Fees as of the fiscal year ended September 30, 2012 and 2011 were for professional services related to tax compliance, tax authority audit support and tax planning.


There were no fees that were classified as All Other Fees as of the fiscal years ended September 30, 2012 and 2011.Merger.


As the Company does not have a formal audit committee, the services described above were not approved by the audit committee under the de minimus exception provided by Rule 2-01(c)(7)(i)(C) under Regulation S-X. Further, as the Company does not have a formal audit committee, the Company does not have audit committee pre-approval policies and procedures.  However, all of the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.














































29



PART IV


ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


Exhibit

Number

Description

2.1

Merger Agreement between Receivable Acquisition & Management Corporation, Cornerstone Program Advisors LLC and Sustainable Energy Industries, Inc. date March 29, 2013 (1)

2.2

Agreement and Plan of Merger by and between, Sustainable Acquisition Corp. and Sustainable Energy Industries, Inc. (2)

2.3

Agreement and Plan on Merger between Cornerstone Acquisition Corp. and Cornerstone Program Advisors, LLC (2)

3.1*

Amended and Restated Certificate of Incorporation

3.2*

Bylaws of Biopharmaceutics, Inc., as adopted by Receivable Acquisition & Management Corporation

4.1

2013 Equity Incentive Award Plan (3)

10.1

Consulting Agreement Dated as of May 15, 2013 by and between the Company and Tom Telegades (2)

10.2

Consulting Agreement Dated as of May 15, 2013 by and between the Company and Peter Fazio (2)

31.1

Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS**

XBRL Instance Document

101.SCH**

XBRL Taxonomy Schema

101.CAL**

XBRL Taxonomy Calculation Linkbase

101.DEF**

XBRL Taxonomy Definition Linkbase

101.LAB**

XBRL Taxonomy Label Linkbase

101.PRE**

XBRL Taxonomy Presentation Linkbase

(a)  Financial Statements

In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and Schedulesnot filed.


1.  Financial Statements*Filed herewith


The following consolidated financial statements are**XBRL (Extensible Business Reporting Language) information is furnished and not filed asor a part of this annual report or purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under Item 8 of Part II “Financial Statements and Supplementary Data.:these sections.

(1)

Filed as an Exhibit to the Current Report on Form 8-K, filed with the SEC on April 4, 2013.

(2)

Filed as an Exhibit to the Current Report on Form 8-K, filed with the SEC on May 21, 2013.

(3)

Filed as an Exhibit to the Registration Statement on Form S-8, filed with the SEC on July 15, 2013.


A.  Consolidated Balance Sheets at September 30, 2012 and 2011.

B.  Consolidated Statements of Operations for the Years Ended September 30, 2012 and 2011.

C.  Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the Years Ended September 30, 2012 and 2011.

D.  Consolidated Statements of Cash Flows for the Years Ended September 30, 2012 and 2011.


(b)  Exhibits


The exhibits listed in the accompanying Index to Exhibits on pages 29 to 32 are filed or incorporated by reference as part of this Annual Report on Form 10-K.




28



SIGNATURES


In accordance withPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 4th day of March, 2013.authorized.

  

\

RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION

Dated:  May 6, 2014

By:  

/s/ Thomas Telegades

 Thomas Telegades

Chief Executive Officer

Interim Chief Financial Officer

(Principal Executive Officer, Principal Financial Officer,

and Principal Accounting Officer)


/s/ Max Khan

By:  Max Khan

Chief Executive Officer, Chief Financial/Accounting Officer, and Director

Date: March 27, 2013



In accordance withPursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:indicated.


Name

Title

Date

/s/ Thomas Telegades

Chief Executive Officer, Interim Chief Financial Officer, and Director

(Principal Executive Officer, Principal Financial Officer,

and Principal Accounting Officer)

May 6, 2014

Thomas Telegades

/s/ James Valentino

Chairman of the Board of Directors

May 6, 2014

James Valentino

/s/ Peter Fazio

Director

May 6, 2014

Peter Fazio

/s/ Max Khan

Director

May 6, 2014

Max Khan

/s/ Wallace Baker*

Director and Secretary

May 6, 2014

Wallace Baker

* By: /s/ Thomas Telegades
Thomas Telegades  Attorney-In-Fact

May 6, 2014

/s/ Max Khan

By: Max Khan

Chief Executive/Accounting Officer, Chief Financial Officer and Director

Date: March 27, 2013


/s/ Gobind Sahney

By: Gobind Sahney

Chairman of the Board

Date: March 27, 2013


/s/ Steven Lowe

By: Steven Lowe

Director

Date: March 27, 2013



















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