UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

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

1-9370

(COMMISSION FILE NUMBER)

FOR THE QUARTERLY PERIOD DECEMBERMARCH 31, 20102011

FOR

RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION

(Exact Name of Registrant as Specified in the Charter)

DELAWARE13-3186327
(State of Other Jurisdiction(I.R.S. Employer
of Incorporation)Identification Number)

2 Executive Drive, Suite 630
Fort Lee, NJ 07024
201-677-8904
(Address)

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

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [   ] No [X]

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [   ] No [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One)
 
Large accelerated filer [   ]     Accelerated filer [   ]     Non-accelerated filer [   ]     Small reporting company [X]
 
Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date:
February 14,
May 16, 2011
- Common Stock:  17,748,896
17,952,896



 
 
 



TABLE OF CONTENTS


PART I
FINANCIAL INFORMATION
 
ITEM 1.
FINANCIAL STATEMENTS
2
 
CONDENSED CONSOLIDATED  BALANCE SHEETS AT MARCH 31, 2011 AND SEPTEMBER 30, 2010 AND  DECEMBER 31, 2010  – UNAUDITED
2
 
CONDENSED CONSOLIDATED  STATEMENTS OF OPERATIONS FOR SIX AND THREE MONTHS ENDED DECEMBERMARCH  31, 20102011  AND 2009–2010– UNAUDITED
3
 
CONDENSED CONSOLIDATED  STATEMENTS  OF CASH FLOWS FOR THE THREESIX MONTHS ENDED DECEMBERMARCH 31, 20102011 AMD 20092010 – UNAUDITED
4
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
5-125-11
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & OPERATIONS
1312
 
RISK FACTORS
1615
ITEM 4T.
CONTROLS AND PROCEDURES
1716
PART II
OTHER INFORMATION
 
ITEM 1A.
LEGAL PROCEEDINGS
17
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
17
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
17
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
1817
ITEM 5.
OTHER INFORMATION
1817
ITEM 6.
EXHIBITS
1817
SIGNATURES
 
1918

















 
1
 
 
PART I
I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES 
CONDENSED CONSOLIDATED BALANCE SHEETS
 
(UNAUDITED) 
  
ASSETS 
       
  March 31,  September 30, 
  2011  2010 
       
       
CURRENT ASSETS      
  Cash $170,809  $186,401 
  Prepaid expenses  160   - 
  Finance receivables - short term  12,803   18,923 
         
          Total current assets  183,772   205,324 
         
OTHER ASSETS        
  Finance receivables - long-term  25,607   38,418 
         
          Total other assets  25,607   38,418 
         
TOTAL ASSETS $209,379  $243,742 
         
         
LIABILITIES AND STOCKHOLDERS' EQUITY 
         
CURRENT LIABILITIES        
   Accrued and other expenses $33,794  $41,481 
         
          Total current liabilities  33,794   41,481 
         
STOCKHOLDERS'  EQUITY        
   Preferred stock, par value $10 per share;        
     10,000,000 shares authorized and 0 shares issued        
      and outstanding at March 31, 2010 and September 30, 2009  -   - 
   Common stock, par value $.001 per share;        
       325,000,000 shares authorized and 17,748,896 and 16,802,896 shares        
       issued and outstanding  at  March 31, 2011 and September 30, 2010  17,749   16,803 
   Additional paid-in capital  657,797   651,648 
   Accumulated deficit  (499,961)  (466,190)
         
 Total stockholders' equity  175,585   202,261 
         
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $209,379  $243,742 
 

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES 
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
 
  
ASSETS 
  
December 31,
2010
  
September 30,
2010
 
       
CURRENT ASSETS      
  Cash $173,819  $186,401 
  Employee Advances  7,250   - 
  Finance receivables - short term  14,947   18,923 
         
          Total current assets  196,016   205,324 
         
OTHER ASSETS        
  Finance receivables - long-term  29,893   38,418 
         
          Total other assets  29,893   38,418 
         
TOTAL ASSETS $225,909  $243,742 
         
         
LIABILITIES AND STOCKHOLDERS' EQUITY 
         
CURRENT LIABILITIES        
   Accrued and other expenses $36,002  $41,481 
         
          Total current liabilities  36,002   41,481 
         
COMMITMENT & CONTINGENCIES        
         
STOCKHOLDERS'  EQUITY        
   Preferred stock, par value $10 per share;        
       10,000,000 shares authorized in 2010 and 2009 and 0 shares        
       issued and outstanding at December 31, 2010 and        
September 30, 2010, respectively  -   - 
   Common stock, par value $.001 per share;        
       325,000,000 shares authorized in 2010 and 2009        
       and 17,748,896 and 16,802,896  shares issued and        
       outstanding at December 31, 2010 and September 30, 2010, respectively  17,749   16,803 
Stock subscription receivable  (345)  - 
   Additional paid-in capital  657,797   651,648 
   Accumulated deficit  (485,294)  (466,190)
   189,907   202,261 
         
  Less: Cost of treasury stock, 1,070,000 shares  -   - 
         
 Total stockholders' equity  189,907   202,261 
         
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $225,909  $243,742 


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

 
2
 


RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
 
FOR THE THREE MONTHS ENDED DECEMBER 31, 2010 AND 2009 
  
  2010  2009 
       
       
REVENUES      
    Financing income $9,801  $53,920 
    Service income and other  187   2,800 
Total revenues  9,988   56,720 
         
COSTS AND EXPENSES        
    Selling, general and administrative  29,157   74,590 
    Impairment of receivables  -   - 
Total costs and expenses  29,157   74,590 
         
INCOME (LOSS) FROM OPERATIONS  (19,169)  (17,870)
         
OTHER INCOME (EXPENSES)        
    Interest income  65   121 
Total other income (expenses)  65   121 
       0 
         
NET INCOME (LOSS) APPLICABLE TO COMMON STOCK $(19,104) $(17,749)
         
INCOME (LOSS) PER COMMON SHARE, BASIC $(0.00) $(0.00)
         
INCOME (LOSS)PER COMMON SHARE, FULLY DILUTED $(0.00) $(0.00)
         
WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC  17,646,200   16,052,896 
         
WEIGHTED AVERAGE SHARES OUTSTANDING, DILUTED  17,646,200   16,052,896 

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF INCOME OPERATIONS
 
FOR THE SIX AND THREE MONTHS ENDED MARCH 31, 2011 AND 2010 
(UNAUDITED) 
          
  FOR THE SIX MONTHS ENDED  FOR THE THREE MONTHS ENDED 
  MARCH 31,  MARCH 31, 
  2011  2010  2011  2010 
             
REVENUES            
    Financing income $23,111  $106,064  $13,310  $52,144 
    Service income and other  411   9,680   224   6,880 
Total revenues  23,522   115,744   13,534   59,024 
                 
COSTS AND EXPENSES                
    Selling, general and administrative  57,421   147,878   28,264   73,290 
Total costs and expenses  57,421   147,878   28,264   73,290 
                 
(LOSS) FROM OPERATIONS  (33,899)  (32,134)  (14,730)  (14,266)
                 
OTHER INCOME                
    Interest income  128   227   63   106 
Total other income  128   227   63   106 
                 
(LOSS) BEFORE PROVISION FOR INCOME TAX $(33,771)  (31,907)  (14,667)  (14,160)
                 
PROVISION FOR INCOME TAXES  -   -   -   - 
                 
(LOSS) APPLICABLE TO COMMON STOCK $(33,771) $(31,907) $(14,667) $(14,160)
                 
(LOSS) PER COMMON SHARE, BASIC AND DILUTED $(0.00) $(0.00) $(0.00) $(0.00)
                 
WEIGHTED AVERAGE OUTSTANDING SHARES                
OF COMMON STOCK - BASIC  17,696,984   16,052,896   17,748,896   16,052,896 


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


3


RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
FOR THE SIX MONTHS ENDED MARCH 31, 2011 AND 2010 
(UNAUDITED) 
       
       
       
       
  2011  2010 
       
CASH FLOWS FROM OPERATING ACTIVITIES:      
  Net (Loss) $(33,771) $(31,907)
Adjustments to reconcile net (loss) to        
net cash  (used in) operating activities:        
         
Changes in Certain Assets and Liabilities        
Collections applied to principal on finance receivables  18,931   7,154 
Prepaid expenses  (160)  (3,374)
Accrued expenses  (7,687)  7,715 
         
          Net cash  (used in) operating activities  (22,687)  (20,412)
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Proceeds from exercise of stock options  7,095   - 
         
          Net cash (used in) financing activities  7,095   - 
         
NET (DECREASE) IN CASH  (15,592)  (20,412)
         
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD  186,401   196,443 
         
CASH AND CASH EQUIVALENTS - END OF PERIOD $170,809  $176,031 
         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION        
         
  CASH PAID DURING THE PERIOD        
       Interest expense $-  $- 
       Income taxes $-  $- 


 

 

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

3


RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
 
FOR THE THREE MONTHS ENDED DECEMBER 31, 2010 AND 2009 
  
       
  2010  2009 
       
CASH FLOWS FROM OPERATING ACTIVITIES:      
  Net income (loss) $(19,104) $(17,749)
         
Adjustments to reconcile net income to net cash        
provided by operating activities:        
         
Changes in Operating Assets and Liabilities        
Collections applied to principal on finance receivables  12,501   1,862 
Decrease in prepaid expenses  -   939 
Increase in employee advances  (7,250)    
Decrease accrued expenses  (5,479)  4,087 
 Net cash provided by  operating activities  (19,332)  (10,861)
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Proceeds from exercise of stock options  6,750   - 
Net cash (used in) financing activities  6,750   - 
         
NET (DECREASE) IN CASH  (12,582)  (10,861)
         
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR  186,401   196,443 
         
CASH AND CASH EQUIVALENTS - END OF YEAR $173,819  $185,582 



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


 
4
 

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBERMARCH 31, 20102011 AND 20092010 (UNAUDITED)


NOTE 1-1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 
A.
THE COMPANY AND PRESENTATION

The condensed consolidated unaudited interim financial statements included herein have been prepared by Receivable Acquisition and Management Corporation and Subsidiaries (the "Company"), formerly Feminique Corporation and Subsidiaries without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted as allowed by such rules and regulations, and the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the September 30, 20 102010 audited consolidated financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these condensed consolidated financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year.

The management of the Company believes that the accompanying unaudited condensed consolidated financial statements contain all adjustments (including normal recurring adjustments) necessary to present fairly the operations, changes in stockholders' equity (deficit), and cash flows for the periods presented.


 
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 receivabl ereceivable 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 threesix months ended DecemberMarch 31, 20102011 and 2009,2010, the Company neither acquired nor sold any finance receivables.



 
5
 

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBERMARCH 31, 20102011 AND 20092010 (UNAUDITED)


NOTE 1-1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 
B.
FINANCE RECEIVABLES (CONTINUED)

In the event that cash collections would be inadequate to amortize the carrying balance, an impairment charge would be taken with a corresponding write-off of the receivable balance. Accordingly, the Company does not maintain an allowance for credit losses.

The agreements to purchase the aforementioned receivables include general representations and warranties from the sellers covering account holder death or bankruptcy, and accounts settled or disputed prior to sale. The representation and warranty period permitting the return of these accounts from the Company to the seller is typically 90 to 180 days. 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 finan cefinance receivables, are recognized when finance receivables are sold.

Changes in finance receivables for the threesix months ended DecemberMarch 31, 20102011 were as follows:

 2010  2011 
   
Balance at beginning of year October 1, $57,341 
Balance at beginning of year October 1, 2010 $57,341 
Cash collections applied to principal  (12,501)  (18,931)
Balance at the end of the period $44,840  $38,410 
Estimated Remaining Collections (“ERC”)* $44,840  $38,410 

*Estimated remaining collection refers to the sum of all future projected cash collections from acquired portfolios. ERC is not a balance sheet item, however, it is provided for informational purposes. Income recognized on finance receivables was $9,801$23,111 and $53,920$106,064 for the periods ended DecemberMarch 31, 20102011 and 20092010 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. Currently no amortized costs are below fair market value. Therefore, the Company has not recognized any impairment for the finance receivables.




6

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009 (UNAUDITED)


 
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.

6

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2011 AND 2010 (UNAUDITED)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 
D.
CASH AND CASH EQUIVALENTS

The Company considers all highly liquid debt instruments and other short-term investments with an initial maturity of six months or less to be cash or cash equivalents. There were no cash equivalents as of DecemberMarch 31, 20102011 and September 30, 2010.

The Company maintains cash and cash equivalents balances at financial institutions that are insured by the Federal Deposit Insurance Corporation up to $250,000.

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 GAAP 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.  EARNINGS (LOSS) PER SHARE OF COMMON STOCK

Historical net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents were not included in the computation of diluted earnings per share when the Company reported a loss because to do so would be antidilutive for periods presented.



7

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009 (UNAUDITED)


NOTE 1-                      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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


7

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2011 AND 2010 (UNAUDITED)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

H.  RECENT ACCOUNT PRONOUNCEMENTS (CONTINUED)

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 2010 and the disclosures related to Level 3 f airfair value measurements are effective for the Company in 2011. The Update requires new disclosures only, and has no impact on our consolidated financial position, results of operations, or cash flow.

NOTE 2-2 - 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 DecemberMarch 31, 20092011 and September 30, 2009,2010, the Company had no options outstanding under this plan.

NOTE 3-3 - WARRANTS

The Company issued warrants during the year 2004. At DecemberMarch 31, 2010 and September 30, 2010, respectively, the Company had 946,000 warrants outstanding exercisable at approximately $.0075 per warrant per share. In October, 2010 the Company received $6,750 for exercising 900,000 warrants and in January, 2011 the Company received $345 for exercising the final balance 46,000 warrants.

NOTE 4-4 - 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


8


RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009 (UNAUDITED)


NOTE 4-                      INCOME TAXES (CONTINUED)

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 threesix months ended DecemberMarch 31, 20102011 and 2009.2010.

Due to the uncertainty of utilizing the approximate $ 485,294$361,780 and $347,621$283,003 in net operating losses, for the threesix months ended DecemberMarch 31, 20102011 and 20092010 respectively, and

8

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2011 AND 2010 (UNAUDITED)


NOTE 4 - INCOME TAXES (CONTINUED)

recognizing the deferred tax assets, an offsetting valuation allowance has been established. The losses are available to offset future taxable income through 2031.

 
December 31,
2010
  
December 31,
2009
  
March 31,
2011
  
March 31,
2010
 
            
Deferred tax assets $169,853  $121,667  $126,623  $99,051 
Less: valuation  (169,853)  (121,667)  (126,623)  (99,051)
Totals $-  $-  $-  $- 

NOTE 5-5 - STOCK HOLDERS’ EQUITY

COMMON STOCK

There were 325,000,000 shares of common stock authorized, with 16,802,896 and 16,052,896 shares issued and outstanding at DecemberMarch 31, 2010 and September 30, 2009, respectively. The par value for the common stock is $.001 per share.

The following details the stock transactions for the threesix months ended DecemberMarch 31, 20102011 and 2009.2010.

There were no common stock transactions for the threesix months ended DecemberMarch 31, 2009.2010.

During the threesix months ended DecemberMarch 31, 20102011 the Company issued stock for 900,000 and 46,000 warrants, the Company received cash of $6,750 and recorded $345 for subscription receivable which was paid in January, 2011.$345.

PREFERRED STOCK

There were 10,000,000 shares of preferred stock authorized, no shares issued and outstanding as of DecemberMarch 31, 20102011 and September 30, 2010.



9

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009 (UNAUDITED)


NOTE 6-6 - RELATED PARTY

The Company receives fees from Ramco Income Fund Limited (“Fund”) a Bermuda entity. The Company is the investment manager of the Fund.  The servicing fees for the threesix months ended DecemberMarch 31, 2011 and 2010 were $411 and 2009 were $187 and $2,800$9,680 respectively.

NOTE 7-7 - 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 int o three broad levels. The following is a brief description of those three levels:


 
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
9

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2011 AND 2010 (UNAUDITED)


NOTE 7 - FAIR VALUE MEASUREMENTS (CONTINUED)

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:
 
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.
 



10

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009 (UNAUDITED)


NOTE 7-                      FAIR VALUE MEASUREMENTS (CONTINUED)

The following table represents the fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of DecemberMarch 31, 2010.2011.

Assets Level I  Level II  Level III  Total  Level I  Level II  Level III  Total 
            
Finance receivables  -   -  $44,840  $44,840   -   -  $38,410  $38,410 
Total Assets  -   -  $44,840  $44,840   -   -  $38,410  $38,410 
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, 2010:

Assets Level 1  Level 2  Level 3  Total 
             
Finance receivables  -   -  $57,341  $57,341 
Total Assets  -   -  $57,341  $57,341 
Liabilities  -   -   -   - 
Total Liabilities  -   -   -   - 







10

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2011 AND 2010 (UNAUDITED)


NOTE 7 - FAIR VALUE MEASUREMENTS (CONTINUED)

Assets Level I  Level II  Level III  Total 
Finance receivables  -   -  $57,341  $57,341 
Total Assets  -   -  $57,341  $57,341 
Liabilities  -   -   -   - 
Total Liabilities  -   -   -   - 

The following table is a reconciliation of changes in the net fair value of finance receivables which are classified as level 3 in the fair value hierarchy.

  December 31, 2010  September 30, 2010 
Finance Receivables      
Balance as of October 1, 2010 $57,341  $141,163 
Cash Collected $12,501  $22,521 
Impairment of Receivables  -  $61,301 
Balance as of December 31, 2010        
and September 30, 2010 $44,840  $57,341 
  2010  2009 
Finance Receivables      
Balance as of October 1, $57,341  $141,163 
Cash collected  18,931   22,521 
Impairment of receivables  -   61,301 
Balance as of March 31, 2011 and September 30, 2010 $38,410  $57,341 






11



RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009 (UNAUDITED)


NOTE 8-8 - SUBSEQUENT EVENTS

Management has evaluated all subsequent events occurring since DecemberMarch 31, 20102011 through February 7, 2011, the date these financials were issued. In January, 2011May 4, 2011. The Company raised $76,000 through a convertible note offering and $24,000 through sale of common stock at $0.03 per share. The Company invested $150,000 under a Master Loan Agreement in a private company with which the Company received $345 for exercising 460,000 warrants. This has been the only subsequent events that would require changes to the accompanying financial statements or disclosure therein other than what is noted above.having merger discussions.


































 
1211
 

ITEM 2.

MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Report on Form 10K as of and for the year ended September 30, 2010 as filed with the Securities and Exchange Commission.   Cautionary Statements Pursuant to Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995:

This report contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements involve risks, uncertainties and assumptions that, if they never materialize or prove incorrect, could cause the results of the Company to differ materially from those expressed or implied by such forward-looking statements. All statements, other than statements of historical fact, are forward-looking statements, including statements regarding overall trends, gross margin trends, operating cost trends, liquidity and capital needs and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts.

RESULTS OF OPERATIONS

Overview

The Company is engaged in the purchase and recovery of defaulted consumer receivables. These receivables are acquired at deep discounts and outsourced for collections on a contingency basis. The Company also manages Ramco Income Fund, Ltd, a Bermuda domiciled mutual fund fund. The Company ceased investing in new portfolios in September 2007 and closed the Bermuda fund and is currently seeking to merge with or acquire another operating entity seeking to go public via reverse merger. There is no assurance that the company will succeed in such a merger or acquisition.

Revenue

During the quarter ended DecemberMarch 31, 2010,2011, the Company had a net loss of ($19,104)14,667) on revenue of $9,988$13,534 versus a net loss of ($17,749)14,160) on revenue of $56,720.$59,024 during the quarter ended March 31, 2010. Total revenue for the quarter ended DecemberMarch 31, 20102011 included finance income of $9,801$13,310 and servicing income of $187$224 versus finance income of $53,920$52,144 and servicing income of $2,800$6,880 during the quarter ended DecemberMarch 31, 2009.2010. Finance income declined by approximately 82%74% or $44,119$38,834 and servicing income declined by approximately 97% or $5,798 during$6,656 for the quarterquarters ended DecemberMarch 31, 2011 and March 31, 2010, when compared to quarter ended December 31, 2009.respectively. Servicing income has declined due to closure of Ramco Income Fund Ltd which the Company used to mange.mange and general run-off of existing portfolios.

Operating Expenses

Total operating expenses decreased by approximately 61% or 45,026 to $28,264 for the three monthmonths ended DecemberMarch 31, 2010 were $29,1572011 versus $74,590 during$73,290 for the three monthmonths ended DecemberMarch 31, 2009.2010. The Company has taken additional stepexpects operating expenses to reduce expenses and conserve cash so a strategic transaction can be completed.decline sequentially.

Rent and Occupancy

Rent and occupancy expenses were $6,000 for the three months ended DecemberMarch 31, 20102011 versus $10,059$9,729 for the three months ended DecemberMarch 31, 2009.2010.
 
 

 
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Depreciation

The Company did not record any depreciation expense for the three months ended DecemberMarch 31, 2010.2011.

Purchase of Defaulted Receivablesdefaulted receivables

During the quarters ended DecemberMarch 31, 20102011 and DecemberMarch 31, 2009,2010, the Company did not acquirepurchase any portfolios.
portfolio of receivables
 
Recovery Partners

The Company outsources all its recovery activities to carefully selected debt collection agencies and network of collection attorneys with specific collection expertise. The company is currently using 6several collection agencies and several law firms in the U.S. and U.K. The average contingent collections fee is approximately 25% which is expected to rise during the later years of recovery. The Company records revenues net of all collection fees.30%.

Seasonality

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

Liquidity and Capital Resources

As of DecemberMarch 31, 2010,2011, the Company had a working capital of $160,014$149,978 versus working capital of $190,131 at December$179,501 March 31, 2009. The decrease in working capital is largely due to declining collections and servicing fees and will continue to decline for the same reasons.2010.   The Company believes that funds generated from operations, resale of portfolios together with existing cash will be sufficient to finance its operations for the foreseeable future.next twelve months. At the end of threesix month ended DecemberMarch 31, 2010,2011, the Company had net cash of $173,819$170,809 versus $186,401 at September 30,net cash of $176,031 six month ended March 31, 2010. Net cash used byfrom operating activities was ($19,332) versus net cash used of ($10,861) forduring the threesix months ended DecemberMarch 31, 2009. Cash provided2011 was ($22,687) versus ($20,412) during the six months ended March 31, 2010. Net cash from financing activities duringwas $7.095 for the quarter ended DecemberMarch 31, 2010 was $6,750 from the exercise of warra nts2011 versus none during the quarter ended December 31, 2009. There was no cash flow from financing activities in comparable quarters.activity during the six months ended March 31, 2011.

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

The Company believes that funds generated from operations, together with existing cash will be sufficient to finance its operations for the foreseeable future The Company has begun strategic review of operations and exploring the possibility of non-strategic acquisition or merger with another operating company.next twelve months.

Income Taxes

We did not record any income tax provision for the three monthsquarter ended DecemberMarch 31, 2010.2011.

Contractual Obligation

The Company entered into a 24 month lease with Fort Lee EP LLC at $2,000 per month which includes broadbandInternet and telephone.  The lease expires on March 31, 2012.Telephony effective April 1, 2011.

 
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Market Outlook for Charged-off Receivables

Recently there has been a substantial inflow of capital into this business which has resulted in significant increase in prices paid. Prices have started to come down due to tighter credit environment and declining quality of consumer credit. Any pronounced correction will force many too sell their remaining portfolios and exit the market considering the payback periods have been stretched due to high prices paid.

Critical Accounting Policy & Estimates

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

The Company utilizes the interest method under guidance provided by the Financial Accounting Standards Board Accounting Standards Certification (“ASC”) 310-30 to determine income recognized on finance receivables
 
In October 2003, ASC 310-30, “Accounting for Loans or Certain Securities Acquired 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 .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 down to maintain the original IRR. Increases in expected future cash flows would be recognized prospectively through adjustment of the IRR over a portfolio’s remaining life. The ASC provides that previously issued annual financial statements would not need to be restated. Management is in the process of evaluating the application of this ASC. In accordance with ASC 310-30, the Company is currently is using the cost recovery method for revenue recognition for all its current portfolios.

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





 
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RISK FACTORS

IN ADDITION TO OTHER INFORMATION IN THIS REPORT, YOU SHOULD CONSIDER THE FOLLOWING RISK FACTORS CAREFULLY.  THESE RISKS MAY IMPAIR THE COMPANY'S OPERATING RESULTS AND BUSINESS PROSPECTS AS WELL AS THE MARKET PRICE OF THE COMPANY'S COMMON STOCK.

PENNY STOCK REGULATIONS AND REQUIREMENTS FOR LOW PRICED STOCK

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

§           Due to inability to raise capital and deep recession, the Company decided not 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 and as a result, shareholders may be adversely affected.
Due to inability to raise capital and deep recession, the Company decided not 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 and as a result, shareholders may be adversely affected.

§           changes in the business practices of credit originators in terms of selling defaulted consumer receivables   or outsourcing defaulted consumer receivables to third-party contingent fee collection agencies;
changes in the business practices of credit originators in terms of selling defaulted consumer receivables   or outsourcing defaulted consumer receivables to third-party contingent fee collection agencies;

§           ability to acquire sufficient portfolios;
ability to acquire sufficient portfolios;

§           ability to recover sufficient amounts on acquired portfolios;
ability to recover sufficient amounts on acquired portfolios;

§           a decrease in collections if bankruptcy filings increase or if bankruptcy laws or other debt collection laws change;
a decrease in collections if bankruptcy filings increase or if bankruptcy laws or other debt collection laws change;

§           changes in government regulations that affect the Company’s ability to collect sufficient amounts on its acquired or serviced receivables;
changes in government regulations that affect the Company’s ability to collect sufficient amounts on its acquired or serviced receivables;

§           the Company’s ability to retain the services of recovery partners;
the Company’s ability to retain the services of recovery partners;

§           changes in the credit or capital markets, which affect the Company’s ability to borrow money or raise capital to purchase or service defaulted consumer receivables;
changes in the credit or capital markets, which affect the Company’s ability to borrow money or raise capital to purchase or service defaulted consumer receivables;

§           the degree and nature of the Company’s competition; and
the degree and nature of the Company’s competition; and

§           our ability to respond to changes in technology and increased competition;
our ability to respond to changes in technology and increased competition;

§           the risk factors listed from time to time in the Company’s filings with the Securities and Exchange Commission.
the risk factors listed from time to time in the Company’s filings with the Securities and Exchange Commission.



 
1615
 

ITEM 4T.  CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

The term “ disclosure controls and procedures “ is defined in Rules 13(a)-15e and 15(d) - 15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act). Our principal executive officer and principal financial officer have evaluated the effectiveness of our disclosure controls and procedures as of DecemberMarch 31, 2010.2011. They have concluded that, as of DecemberMarch 31, 20102011 that our disclosures were effective to ensure that:
 
(1)  That 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 Receivable Acquisition & Management Corporation Inc. in the reports it files or submits under the 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. Our principal executive officer and principal financial officer have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report. They have concluded that, as of DecemberMarch 31, 20102011 our disclosure and procedures were effective in ensuring that required information will be disclosed on a timely basis in our reports filed under the exchange act.
 
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

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















16


PART IIII.
OTHER INFORMATION

ITEM1.
LEGAL PROCEEDINGS

Not Applicable.

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

Not Applicable

ITEM 3.
DEFAULTS UPON SENIOR SECURITIES

Not Applicable.


17

ITEM4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable.

 
ITEM5.
OTHER INFORMATION

Not Applicable


ITEM 6.  EXHIBITS

Exhibits:

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















 
1817
 

SIGNATURES

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

 RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION
  
Date:  February 14,May 16, 2011 
  
 
By:     /s/  Max Khan
 Max Khan
 Chief Executive Officer
 Chief Financial Officer
 Director




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


By: /s/  Max Khan
Max Khan
Chief Executive Officer,
Chief Financial Officer and
Director
Date:  February 14,/s/    Max Khan
By:  Max Khan
Chief Executive Officer,
Chief Financial Officer and Director
Date:  May 16, 2011



 
 
 
 

 








 
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