-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H6GASvuLh9MvGBqnCq//muU5IjA7d5V5hG2DuYQls++jCEBn1vxCwo02X5XKAI8R lAvJY+ViprQ28C63yPvKTg== 0001144204-04-012241.txt : 20040816 0001144204-04-012241.hdr.sgml : 20040816 20040816172021 ACCESSION NUMBER: 0001144204-04-012241 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20040816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FEMINIQUE CORP CENTRAL INDEX KEY: 0000733337 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 133186327 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 001-09370 FILM NUMBER: 04979907 BUSINESS ADDRESS: STREET 1: 140 BROADWAY STREET 2: 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2128587590 MAIL ADDRESS: STREET 1: 140 BROADWAY STREET 2: 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 FORMER COMPANY: FORMER CONFORMED NAME: BIOPHARMACEUTICS INC// DATE OF NAME CHANGE: 19990730 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRATED GENERICS INC /NV/ DATE OF NAME CHANGE: 19880824 FORMER COMPANY: FORMER CONFORMED NAME: PATIENT MEDICAL SYSTEMS CORP DATE OF NAME CHANGE: 19880615 10QSB 1 v05877_10qsb.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 1-9370 (COMMISSION FILE NUMBER) FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004 FOR RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION (Exact Name of Registrant as Specified in the Charter) DELAWARE 13-3186327 (State of Other Jurisdiction (I.R.S. Employer of Incorporation) Identification Number) 140 Broadway, 46th Floor New York, New York 10005 212-858-7590 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 [ ] As of August 16, 2004, there were 14,845,725 shares of the Registrant's Common Stock, $0.001 par value per share, outstanding. TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT YES [ ] NO [X] RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004 TABLE OF CONTENTS PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & OPERATIONS RISK FACTORS ITEM 3. CONTROLS AND PROCEDURES PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS ITEM 3. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ITEM 4. OTHER INFORMATION ITEM 5. EXHIBITS AND REPORTS ON FORM 8-K SIGNATURE THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. SUCH STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND PROJECTIONS ABOUT THE COMPANY AND ITS INDUSTRY. FORWARD-LOOKING STATEMENTS ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE, ACHIEVEMENTS AND PROSPECTS TO BE MATERIALLY DIFFERENT FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON EVEN IF NEW INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCURRING IN THE FUTURE. 2 RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES (FORMERLY FEMINIQUE CORPORATION AND SUBSIDIARIES) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED FOR THE NINE MONTHS ENDED JUNE 30, 2004 AND 2003 3 RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES (FORMERLY FEMINIQUE CORPORATION AND SUBSIDIARIES) INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED FOR THE NINE MONTHS ENDED JUNE 30, 2004 AND 2003 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED:
Balance Sheet of June 30, 2004 - Unaudited Pages 5-6 Statement of Income (Operations) For the Six Months and Three Months 7 Ended June 30, 2004 and 2003 - Unaudited Statement of Cash Flows For the Six Months 8 Ended June 30, 2004 and 2003 - Unaudited Notes to Condensed Consolidated Financial Statements 9-15
4 RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES (FORMERLY FEMINIQUE CORPORATION AND SUBSIDIARIES) CONDENSED CONSOLIDATED BALANCE SHEET - UNAUDITED JUNE 30, 2004 ASSETS CURRENT ASSETS Cash $ 304,843 Finance Receivables - short term 243,295 ---------- TOTAL CURRENT ASSETS 548,138 ---------- OTHER ASSETS Finance receivables - long-term 485,133 Goodwill 6,000 ---------- TOTAL OTHER ASSETS 491,133 ---------- TOTAL ASSETS $1,039,271 ========== The accompanying notes are an integral part of the condensed financial statements. 5 RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES (FORMERLY FEMINIQUE CORPORATION AND SUBSIDIARIES) CONDENSED CONSOLIDATED BALANCE SHEET (CONTINUED) - UNAUDITED JUNE 30, 2004 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable - Trade $ 35,253 Accrued and other expenes 10,000 ---------- TOTAL CURRENT LIABILITIES 45,253 ---------- TOTAL LIABILITIES 45,253 ---------- STOCKHOLDERS' EQUITY Preferred stock, par value $10 per share; authorized 10,000,000 shares, 80,000 shares issued and outstanding at June 30, 2004 800,000 Common stock, par value $.001 per share; 14,846 authorized 325,000,000 shares issued and 14,845,725 outstanding at June 30, 2004 Additional paid-in capital 175,072 Retained earnings 4,100 ---------- TOTAL STOCKHOLDERS' EQUITY 994,018 ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,039,271 ========== The accompanying notes are an integral part of the condensed financial statements. 6 RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES (FORMERLY FEMINIQUE CORPORATION AND SUBSIDIARIES) CONDENSED CONSOLIDATED STATEMENT OF INCOME (OPERATIONS) - UNAUDITED FOR THE NINE AND THREE MONTHS ENDED JUNE 30, 2004 AND 2003
FOR THE NINE MONTHS ENDED FOR THE THREE MONTHS ENDED JUNE 30, JUNE 30, 2004 2003 2004 2003 ------------ ------------ ------------ ------------ REVENUES ROYALTY INCOME $ 20,000 $ 21,904 $ -- FINANCING INCOME 281,583 -- 153,792 -- ------------ ------------ ------------ ------------ TOTAL INCOME 301,583 21,904 153,792 -- COSTS AND EXPENSES Selling, general and administrative 299,079 50,000 163,981 -- ------------ ------------ ------------ ------------ TOTAL COSTS AND EXPENSES 299,079 50,000 163,981 -- ------------ ------------ ------------ ------------ NET INCOME (LOSS) BEFORE OTHER INCOME 2,504 (28,096) (10,189) -- OTHER INCOME Other income - interest 1,596 1,435 1,352 168 ------------ ------------ ------------ ------------ TOTAL OTHER INCOME 1,596 1,435 1,352 168 ------------ ------------ ------------ ------------ NET INCOME (LOSS) AFTER OTHER INCOME $ 4,100 $ (26,661) $ (8,837) $ 168 ============ ============ ============ ============ BASIC INCOME (LOSS) PER COMMON SHARE $ 0.001 $ (0.002) $ (0.001) $ -- ============ ============ ============ ============ BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE $ -- $ (0.002) $ (0.001) $ -- ============ ============ ============ ============ AVERAGE WEIGHTED OUTSTANDING SHARES OF COMMON STOCK - BASIC 14,845,725 1,667,049 14,845,725 1,667,049 ============ ============ ============ ============ AVERAGE WEIGHTED OUTSTANDING SHARES OF COMMON STOCK - DILUTED 21,345,725 1,667,049 14,845,725 1,667,049 ============ ============ ============ ============
The accompanying notes are an integral part of the condensed financial statements. 7 RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES (FORMERLY FEMINIQUE CORPORATION AND SUBSIDIARIES) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED FOR THE NINE MONTHS ENDED JUNE 30, 2004 AND 2003
2004 2003 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income (loss) $ 4,100 $ (26,661) ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET CASH (USED IN) OPERATING ACTIVITIES: Common Stock issued for consulting 543 -- Writeoff prepaid expenses 5,316 -- Reorganization adjustments 7,020 -- Common Stock issued for officer's salary 6,020 -- CHANGES IN CERTAIN ASSETS AND LIABILITES (Increase) in Finance Receivables (728,428) -- (Increase) Decrease in Other receivables -- (Decrease) IncreaseAccounts payable - Trade (13,190) (258,689) (Decrease) Increase Accrued Expenses 10,000 -- --------- --------- NET CASH (USED IN) OPERATING ACTIVITIES (708,619) (285,350) --------- --------- CASH FLOWS FROM FINANCING ACTIVITES Proceeds from notes payable and advances 985,000 Issuance of Common Stock 7,178 -- --------- --------- NET CASH PROVIDED BY FINANCING ACTIVITIES 992,178 -- NET INCREASE (DECREASE) IN CASH 283,559 (285,350) CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR 21,284 303,683 --------- --------- CASH AND CASH EQUIVALENTS - END OF PERIOD $ 304,843 $ 18,333 ========= ========= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Issuance of Common Stock for: Conversion of accounts payable and accrued expenses $ 529,933 $ -- ========= ========= Conversion of accrued expenses $ 89,538 $ -- ========= ========= Conversion of notes payable $ 322,000 $ -- ========= ========= Conversion of convertible promissory note $ 800,000 $ -- ========= ========= Goodwill $ 6,000 $ -- ========= ========= Conversion of debentures payable $ 575,000 $ -- ========= =========
The accompanying notes are an integral part of the condensed financial statements. 8 RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES (FORMERLY FEMINIQUE CORPORATION AND SUBSIDIARIES) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2004 AND 2003 NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. THE COMPANY AND PRESENTATION The condensed consolidated unaudited interim financial statements included herein have been prepared by Receivable Acquisition and Management Corporation and Subsidiaries (the "Company"), formerly Feminique Corporation and Subsidiaries without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted as allowed by such rules and regulations, and the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the September 30, 2003 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. In August 2000, the Company and its subsidiary Quality Health Products, Inc. filed for reorganization under Chapter 11 of the United States bankruptcy Code which was confirmed July 28, 2003 (See Note 8). On November 25, 2003, the Company incorporated a wholly owned subsidiary Receivable Acquisition and Management Corp of New York ("Ram"). This corporation plans to purchase, manage and collect defaulted consumer receivables. B. FINANCE RECEIVABLES The Company on December 15, 2003, acquired defaulted consumer receivable portfolios for $569,071 with a face value of $15,985,138. Another portfolio with face value of $18,944,048 was acquired for $331,501. The Company accounts for its investment in finance receivables under the guidance of Statement of Position ("SOP") 03-3, "Accounting for Loans or Certain Debt Securities Acquired in a Transfer." The Company has chosen to accept early adoption of this SOP. This SOP limits the yield that may be accreted (accretable yield) to the excess of the Company's estimate of undiscounted expected principal, interest and other cash flows (cash flows expected at the acquisition to be collected) over the Company's initial investment in the finance receivables. Subsequent increases in cash flows expected to be collected are recognized prospectively through adjustment of the finance receivables yield over its remaining life. Decreases in cash flows expected to be collected are recognized as impairment to the finance receivable portfolios. The Company's proprietary collections model is designed to track and adjust the yield and carrying value of the finance receivables based on the actual cash flows received in relation to the expected cash flows. The Company acquired on April 19, 2004 a third portfolio with a face value of $447,390 for $31,317. The Company will use for this third portfolio the "Recovery Method" for revenue recognition under which no revenue is recognized until the investment amount of $31,317 has been recovered. 9 RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES (FORMERLY FEMINIQUE CORPORATION AND SUBSIDIARIES) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2004 AND 2003 NOTE 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 finance receivables, are recognized when finance receivables are sold. Changes in finance receivables for the six months ended June 30, 2004 were as follows: Six Months Ended June 30, 2004 ---------------- Balance at beginning of period March 31, 2004 $ 812,412 Acquisition of finance receivables 31,317 Income recognized on finance receivables 281,583 Cash collections applied to principal 115,301 Balance at end of the period 728,428 --------- ========= C. PRINCIPLES OF CONSOLIDATION The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. 10 RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES (FORMERLY FEMINIQUE CORPORATION AND SUBSIDIARIES) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2004 AND 2003 NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) D. REVENUE RECOGNITION Royalties are recognized where earned. Revenue is recognized based on AICPA Statement of Position 03-3, if the management is reasonably comfortable with expected recoveries. In the event, recoveries cannot be reasonable estimated, the Company will use the "Recovery Method" under which revenues are only recognized after the initial investment has been recovered. E. DEPRECIATION AND AMORTIZATION Beginning in 2000, the Company depreciated its property and equipment on the straight-line method for financial reporting purposes. The Company adopted FASB 142 which recognizes accounting treatment for goodwill and other intangibles. For tax reporting purposes, the Company uses the straight-line or accelerated methods of depreciation. Expenditures for maintenance, repairs, renewals and betterments are reviewed by management and only those expenditures representing improvements to plant and equipment are capitalized. At the time plant and equipment are retired or otherwise disposed of, the cost and accumulated depreciation accounts and the gain or loss on such disposition is reflected in operations. F. DEFERRED INCOME TAXES Deferred income taxes are provided based on the provisions of SFAS No. 109, "Accounting for Income Taxes" ("SFAS 109"), to reflect the tax effect of differences in the recognition of revenues and expenses between financial reporting and income tax purposes based on the enacted tax laws in effect at June 30, 2004 and 2003. 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) includes 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. 11 RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES (FORMERLY FEMINIQUE CORPORATION AND SUBSIDIARIES) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2004 AND 2003 NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) H. EARNINGS (LOSS) PER SHARE OF COMMON STOCK The following is a reconciliation of the computation for basic and diluted EPS: June 30, June 30, 2004 2003 ----------- ----------- Net income (loss) $ 4,100 $ (26,661) Weighted-average common shares Outstanding (Basic) 14,845,725 1,667,049 Weighted-average common stock Equivalents Stock options -- -- Warrants 6,500,000 -- ----------- ----------- Weighted-average common shares Outstanding (Diluted) 21,345,725 1,667,049 =========== =========== I. RECENT ACCOUNT PRONOUNCEMENTS In June 2001, the FASB issued Statement No. 142 "Goodwill and Other Intangible Assets". This Statement addresses financial accounting and reporting for acquired goodwill and other intangible assets and supersedes APB Opinion No. 17, Intangible Assets. It addresses how intangible assets that are acquired individually or with a group of other assets (but not those acquired in a business combination) should be accounted for in financial statements upon their acquisition. This Statement also addresses how goodwill and other intangible assets should be accounted for after they have been initially recognized in the consolidated financial statements. In October 2003, the American Institute of Certified Public Accountants issued Statement of Position ("SOP") 03-03, "Accounting for Loans or Certain Securities Acquired in a Transfer." This SOP proposes guidance on accounting for differences between contractual and expected cash flows from an investor's initial investment in loans or debt securities acquired in a transfer if those differences are attributable, at least in part, to credit quality. This SOP is effective for loans acquired in fiscal years beginning after December 15, 2004. This SOP would limit the revenue that may be accrued to the excess of the estimate of expected future cash flows over a portfolio's initial cost of accounts receivable acquired. The SOP would require that the excess of the contractual cash flows over expected cash flows not be recognized as an adjustment of revenue, expense, or on the balance sheet. The SOP would freeze the internal rate of return, referred to as IRR, originally estimated when the accounts receivable are purchased for subsequent impairment testing. Rather than lower the estimated IRR if the original collection estimates are not received, the carrying value of a portfolio would be written down to maintain the original IRR. Increases in expected future cash flows would be recognized prospectively through adjustment of the IRR over a portfolio's remaining life. The SOP provides that previously issued annual financial statements would not need to be restated. Management has decided on the early adoption of the application of this SOP. 12 RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES (FORMERLY FEMINIQUE CORPORATION AND SUBSIDIARIES) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2004 AND 2003 NOTE 2- NOTES PAYABLE A. On September 15, 1999, the Company borrowed $100,000 from a shareholder, evidenced by a convertible promissory note bearing interest at 8% per annum with interest payments due on October 31, 1999, March 31, 2000 and June 1, 2000, the maturity date of this note. This note is in default and classified as a current liability. The Company issued common stock in exchange for the discharge of this debt according to the bankruptcy reorganization. B. On January 16, 2000, the Company borrowed an additional $37,000, the terms and conditions of which are similar to those of the preceding $100,000 note. The Company issued common stock in exchange for the discharge of this debt according to the bankruptcy reorganization. C. On December 2, 2003, the Company borrowed an additional $165,000 from a shareholder, evidenced by a convertible promissory note bearing interest at 7% per annum. The note is due on or before January 2, 2005. This note is classified as a short-term note as the holder may convert at their discretion. The note is convertible into common shares at $0.0134 per share. The Company issued in May 2004, 827,067 of common stock shares to satisfy the debt. D. On October 2, 2003, the Company borrowed an additional $20,000 from Artemis Equity Hedge Fund Ltd, evidenced by a convertible promissory note bearing interest at 7% per annum. The note is due on or before March 30, 2004. This note is classified as a short-term note as the holder may convert at their discretion. The Company issued in May 2004, 100,250 shares of common stock to satisfy the debt. E. On December 11, 2003, the Company borrowed an additional $800,000 from Artemis Equity Hedge Fund Ltd., evidenced by a convertible promissory note bearing interest at 5% per annum. The note is due on or before March 31, 2004. This note is classified as a short-term Note as the holder may convert at their discretion. The note may be exchanged into convertible preferred stock with a 10% dividend. The preferred stock is convertible at $10 per share. The Company issued 80,000 shares of preferred stock in June 2004 to satisfy the debt. 13 RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES (FORMERLY FEMINIQUE CORPORATION AND SUBSIDIARIES) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2004 AND 2003 NOTE 3- CONVERTIBLE DEBENTURES PAYABLE The $575,000 of convertible debentures outstanding at December 31, 2002 mature by June 2002, with optional redemptions available in May or June 2000 at 105% of par. Interest of the debentures accrues at 10% per annum and is payable in cash or stock, at the Company's option, on a quarterly basis. The debentures can be converted at the holder's option into the Company's common stock in its entirety, or in multiples of $1,000, at conversion prices equal to the greater of $.54 per share of 75% of the closing price per share over the five consecutive trading days immediately prior to the date of exercising the conversion right. At September 30, 2000 and 1999, the Company was not in compliance with its interest payments on the debentures. Upon approval of authorization of additional shares in accordance with the bankruptcy reorganization, the Company plans to issue common stock in exchange for discharge of debt. The debenture was converted into 9,340,593 shares pursuant to the approved bankruptcy plan. As of March 31, 2004 this debt was converted into common shares according to the bankruptcy reorganization. NOTE 4- STOCK OPTIONS In April 2004, the Company adopted a stock option plan upon approval by the shareholders art the Annual General Meeting under which selected eligible key employees of the Company are granted the opportunity to purchase shares of the Company's common stock. The plan provides that 37,500,000 shares of the Company's authorized common stock be reserved for issuance under the plan as either incentive stock options or non-qualified options. Options are granted at prices not less than 100 percent of the fair market value at the end of the date of grant and are exercisable over a period of ten years or a long as that person continues to be employed or serve on the on the Board of Directors, whichever is shorter. At June 30, 2004, the Company had no options outstanding under this plan. NOTE 5- INCOME TAXES The Company, as of June 30, 2004, has available approximately $23,000,000 of net operating loss carry forwards to reduce future Federal and State income taxes. Since there is no guarantee that the related deferred tax asset will be realized by reduction of taxes payable on taxable income during the carry forward period, a valuation allowance has been computed to offset in its entirety the deferred tax asset attributable to this net operating loss in the amount of approximately $920,000. The amount of the valuation allowance is reviewed periodically. 14 RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES (FORMERLY FEMINIQUE CORPORATION AND SUBSIDIARIES) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2004 AND 2003 NOTE 6- STOCK HOLDERS' EQUITY The Company issued 80,000 shares of preferred stock at $10 per share in June 2004 to discharge the $800,000 convertible note promissory note payable to Artemis Equity Hedge Fund Ltd. See Note 3. The Company issued 24,988,534 shares of common stock for $7,178 to exercise existing warrants as of December 31, 2003. In addition, the Company issued an additional 25,005,733 shares of common stock for extinguishment of debt relating to bankruptcy reorganization. The Company issued 827,067 shares of common stock at $0.1995 per share in May 2004 to discharge a shareholder's loan of $165,000. See Note 2. The Company issued 100,250 shares of common stock at $0.1995 per share in May 2004 to discharge a $20,000 loan from Artemis Equity Hedge Fund. See Note 2. On January 21, 2004 the Company entered into an agreement to acquire General Outsourcing Services, Inc., a corporation owned by the Chairman of the Company. The Company issued 4,230,000 shares at $0.0014 per share in June 2004 in consideration of this agreement. On January 22, 2004 the Company entered into an employment agreement with its President and CEO, Max Khan to issue 4,300,000 shares. The company issued 4,300,000 shares of common stock at $.0014 per share in June 2004 as employment compensation for Mr. Max Khan. The company issued 388,032 shares of common stock in exchange for consulting services. The 388,032 shares of common stock were issued at $0.0014 per share as payment for consulting services. NOTE 7- PLAN OF REORGANIZATION On April 21, 2004, the Company amended its certificate of incorporation to increase its authorized number of shares of common stock from 75,000,000 shares to 325,000,000 shares. This amendment was approved by the Company's shareholders at its April 20, 2004 annual meeting. The Company, in anticipation of reorganizing on July 12, 2002, entered into an asset purchase agreement whereby its sold without limitations the rights to all the assets used in connection with its feminine hygiene business. The aggregate purchase price was the satisfaction of certain debt of $340,308 due the purchaser, Clay Park Labs, Inc., which was the pre-petition debt, and an amount not less than $350,000 and not more than $1,500,000 (Additional purchase price). The additional purchase price is based on applicable percentages of net sales of the purchaser of feminine hygiene products sold. The company also recognized $1,700,076, which represented the debt exchanged for the rights to the assets. The agreement is for 5 years expiring July 12, 2007. The Company pursuant to the bankruptcy order, assigned the purchase price and collateral to its secured creditors. The Company acknowledged that LRC North America and SSL Americas, Inc. held a first and second priority interest in the assets and in consideration for the release of the security interest assigned its interest in the agreement. 15 The plan of reorganization acknowledges that Matterhorn Holdings, Inc. (`Matterhorn") contributed additional cash of $7,178 necessary to fund payments for administrative costs and secured creditors. In exchange for the cash contributions, the Company issued 24,988,534 of common stock. ITEM 2. MANAGEMENTS'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. THE FOLLOWING DISCUSSIN SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S FINANCIAL STATEMENTS AND THE NOTES TO THOSE STATEMENTS AND OTHER FINANCIAL INFORMATION APPEARING ELSEWHERE IN THIS REPORT. Cautionary Statements Pursuant to Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995: This report contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements involve risks, uncertainties and assumptions that, if they never materialize or prove incorrect, could cause the results of the Company to differ materially from those expressed or implied by such forward-looking statements. All statements, other than statements of historical fact, are forward-looking statements, including statements regarding overall trends, gross margin trends, operating cost trends, liquidity and capital needs and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. The risks, uncertainties and assumptions referred to above may include the following: o 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; o changes in government regulations that affect the Company's ability to collect sufficient amounts on its acquired or serviced receivables; o the Company's ability to retain the services of recovery partners; o 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; o the degree and nature of the Company's competition; and o the risk factors listed from time to time in the Company's filings with the Securities and Exchange Commission. OVERVIEW The Company is now engaged in purchase and recovery of defaulted consumer receivables. It has raised and invested approximately $985,000 in capital and has begun executing on the new business plan. The Company continues to seek additional capital to invest into additional portfolios. RESULTS OF OPERATIONS REVENUE The company generated $153,792 in revenue during the quarter ended June 30, 2004 versus $127,791 for quarter ended March 31, 2004. The Company did not have any revenues in the quarter ended June 30, 2003. The revenue was generated from two portfolios that are in recovery and servicing revenue from the management of Ramco Income Fund, Ltd. 16 OPERATING EXPENSES Total operating expenses were $163,981 for the three months ended June 30, 2004 versus $56,656 for the quarter ended March 31, 2004. The Company was a not in operation in the quarter ended June 30, 2003. The increase is largely due to full absorption of the Sand Diego office, hiring of additional personal and approximately $40,000 in audit, legal, printing and other expenses associated with the filing of Form 14C and holding of the Annual General Meeting. The Company is now incurring monthly expenses of approximately $10,000 per month for the San Diego office and non-cash expense of $18,356. The company expects payroll expenses to rise as it increases the pace of portfolio acquisitions. The Company incurred an interest expense of $15,917 during the quarter which has being eliminated due to the conversion of all outstanding notes into Preferred and Common Stocks. The $800,000 Artemis Equity Hedge Fund note was converted into 80,000 Preferred Shares effective June 30, 2004, and $190,000 in various other notes was converted into Common Stock. The Company currently has no short or long term liability. Rent and Occupancy Rent and occupancy expenses were $12,000 for the three months ended June 30, 2004 versus $9,000 for the Quarter ended March 31, 2004. The company did not have rent expense for the three months ended June 30, 2003. The increase was attributable to newly leased space which serves as Corporate Headquarter. Depreciation The Company did not record any depreciation expense for the three months ended March 31, 2004. PURCHASE OF DEFAULTED RECEIVABLES During the three months ended June 30, 2004, the Company acquired defaulted consumer receivables portfolios with aggregate face value amount of $447,390 at a cost of $31,317. As a part of its strategy, the Company does not do any in-house collection, but outsources collection to carefully selected specialist debt collection agencies. The Company is currently working with three collection agencies on a contingency basis. The contingency fees in the industry ranges from 20% to 50% depending on the age of receivables. The Company has backup agency in place for redundancy purposes. Portfolio Data The following table shows the Company's portfolio buying activity during the quarter, among other things, the purchase price, actual cash collections and estimated cash collection as of June 30, 2004. PURCHASE PERIOD PURCHASE PRICE(1) ACTUAL CASH COLLECTIONS ESTIMATED PURCHASE PRICE(1) INCLUDING CASCASHLSALES (2) COLLECTIONS (3) 12/31/2003 $569,070 $383,233 $1,352,982 1/28/2004 $331,501 $115,301 $1,065,639 4/19/2004 $31,317 $4,400 $80,530 (1) Purchase price refers to the cash paid to a seller to acquire defaulted receivables, plus certain capitalized expenses, less the purchase price refunded by the seller due to the return of non-compliant accounts (also defined as buybacks). Non-compliant refers to the contractual representations and warranties between the seller and the Company. These representations and warranties from the sellers generally cover account holders' death or bankruptcy and accounts settled or disputed prior to sale. The seller can replace or repurchase these accounts. (2) Actual cash collections net of recovery cost. 17 (3) Total estimated collections refers to the actual cash collections, including cash sales, plus estimated remaining collections. The Company will take an impairment charge if the actual recoveries fall short of expect recoveries. When the Company acquires a portfolio of defaulted receivables, it estimates the expected recovery of the portfolio. A 60 month projection of cash collections is created for each portfolio. Only after the portfolio has established probable and estimable performance in excess of projections will estimated remaining collections be increased. If actual cash collections are less than the original forecast, the Company will conservatively lower the estimate remaining collections. Collection activities commence within 30 days of purchase, which allows for adequate time to scrub the portfolio for deceased, settled, incarcerated and bankruptcy filed accounts. For modeling and revenue recognition purposes, the company uses 15 calendar days. Recovery Partners The Company outsources all its recovery activities to carefully selected debt collection agencies with specific collection expertise. The average contingent collections fee is 30% which rises during the later years of recovery. Seasonality Collections tend to be higher in the first and second quarters of the year and lower in the third and fourth quarter of the year, due to consumer payment patterns in connection with seasonal employment, income tax refunds and holiday spending habits. Currency Risk The Company plans to acquire defaulted receivable portfolios in the United Kingdom and such purchase may expose the company to adverse currency risks. The company had a realized gain of approximately $300 for the Quarter. LIQUIDITY AND CAPITAL RESOURCES The Company had working capital of $502,885 and believes that funds generated from operations, together with existing cash will be sufficient to finance its operations for the foreseeable future. Cash generated from operations is depended upon the Company's ability to collect on its defaulted consumer receivables. Many factors, including the economy, purchase price and the Company's ability to retain the services of its recovery partners, are essential to generate cash flows. Fluctuations in these factors that cause a negative impact on the Company's business could have a material negative impact on its expected future cash flows. During the quarter, the Company generated approximately $285,000 from collections, net of contingency fee. One of our portfolios is currently performing below expectations but our recovery partner believes that we will start to hit our expectations once skip tracing is concluded. Our largest portfolio is performing well ahead of expectations. Following the conversion of the all outstanding notes, and continuing cash flow from our portfolios, the Company is looking increase the pace of portfolio acquisitions. The Company incurred an interest expense of $15,917 for the three months ended June 30, 2004 versus $3,237 for the quarter ended March 31, 2004. 18 Contractual Obligation The Company entered into a 12 month lease with H&Q Global Services at $2,550 per month plus variable expenses that include telecommunication, copier, postage and delivery charges. CRITICAL ACCOUNTING POLICY The Company utilizes the interest method under guidance provided by the AICPA issued Statement of Position ("SOP") 03-03 to determine income recognized on finance receivables In October 2003, the American Institute of Certified Public Accountants issued Statement of Position ("SOP") 03-03, "Accounting for Loans or Certain Securities Acquired in a Transfer." This SOP proposes guidance on accounting for differences between contractual and expected cash flows from an investor's initial investment in loans or debt securities acquired in a transfer if those differences are attributable, at least in part, to credit quality. This SOP is effective for loans acquired in fiscal years beginning after December 15, 2004. The SOP would limit the revenue that may be accrued to the excess of the estimate of expected future cash flows over a portfolio's initial cost of accounts receivable acquired. The SOP would require that the excess of the contractual cash flows over expected cash flows not be recognized as an adjustment of revenue, expense, or on the balance sheet. The SOP would freeze the internal rate of return, referred to as IRR, originally estimated when the accounts receivable are purchased for subsequent impairment testing. Rather than lower the estimated IRR if the original collection estimates are not received, the carrying value of a portfolio would be written down to maintain the original IRR. Increases in expected future cash flows would be recognized prospectively through adjustment of the IRR over a portfolio's remaining life. The SOP provides that previously issued annual financial statements would not need to be restated. Management is in the process of evaluating the application of this SOP. 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. RISKS RELATED TO THE COMPANY'S FINANCIAL CONDITION AND BUSINESS MODEL. THE COMPANY'S LIQUIDITY IS LIMITED AND IT MAY NOT BE ABLE TO OBTAIN SUFFICIENT FUNDS TO FUND ITS BUSINESS The Company's cash is currently very limited and may not be sufficient to fund future operations. If the Company is unable to collect on the receivables it has purchased, it will not have sufficient cash to reinvest in additional portfolios and would have to take impairment charges in the future. If the Company obtains additional funding, the issuance of additional capital stock may be dilutive to the Company's stockholders. THE COMPANY HAS RECEIVED A GOING CONCERN OPINION FROM ITS AUDITORS The Company's consolidated year end financial statements have been prepared on the assumption that the Company will continue as a going concern. The Company's independent auditors have issued a report dated December 5, 2003, that includes an explanatory paragraph stating the Company's lack of revenue generating activities and substantial operating deficits, among other things, raise substantial doubt about the Company's ability to continue as a going concern. Management and its auditors have determined that as of March 31, 2004 and the company is no longer a going concern and has sufficient capital to meet all its obligations. 19 THE COMPANY MAY NOT BE ABLE TO RAISE ADDITIONAL CAPITAL There is no assurance that the Company will be able to raise capital on a debt or equity basis, or obtain other means of financing. THE COMPANY'S STOCK TRADES ON THE "PINK SHEETS" AND THER IS NOT LIQUIDITY. The market for the common stock is essentially illiquid and there can be no assurance that the Company's stock price will trade or rise. The company plans to file the necessary forms to commence trading on the NASDAQ Bulletin Board. There is no assurance that the company will be successful in making the move. 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 pink sheets, the Company's Common Stock is subject to Rule 15g-9 under the Exchange Act which imposes additional sales practice requirements on broker-dealers which sell securities to persons other than established customers and "accredited investors." For transactions covered by this rule, a broker-dealer must make a special suitability determination for the purchaser and have received a purchaser's written consent to the transaction prior to sale. Consequently, this rule may have a negative effect on the ability of stockholders to sell common shares of the Company in the secondary market. ITEM 3. CONTROLS AND PROCEDURES The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and the Company's Principal Financial Officer, of the effectiveness of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based on the foregoing, the Company's Chief Executive Officer and Principal Financial Officer concluded that the Company's disclosure controls and procedures were effective in timely alerting the Company's management to material information relating to the Company required to be included in the Company's Exchange Act reports. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect the internal controls subsequent to the date the Company completed its evaluation. 20 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. PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is not a party to any pending legal proceedings nor is any of the Company's property the subject of any pending legal proceedings except for the following: On April 23, 2004, Reliant Industries, Inc., Michael Wong and Debbie Wong filed a complaint with the Supreme Court of the State of New York Suffolk County against Biopharmaceutics, Inc. and Edward Fine. Biopharmaceuticals, Inc. is the Company's former name. The plaintiffs allege that the Company together with the other defendant committed fraud, breach of contract and negligence. The plaintiffs are seeking monetary payments for any loss that they may suffer as a result of the alleged fraud, breach of contract and negligence as well as legal fees, punitive damages and costs disbursements. The Company denies all allegations and intends to defend this action vigorously. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS The Company issued 80,000 shares of preferred stock at $10 per share in June 2004 to discharge the $800,000 convertible note promissory note payable to Artemis Equity Hedge Fund Ltd. The Company issued 24,988,534 shares of common stock for $7,178 to exercise existing warrants as of December 31, 2003. In addition, the Company issued an additional 25,005,733 shares of common stock for extinguishment of debt relating to bankruptcy reorganization. The Company issued 827,067 shares of common stock at $0.1995 per share in May 2004 to discharge a shareholder's loan of $165,000. The Company issued 100,250 shares of common stock at $0.1995 per share in May 2004 to discharge a $20,000 loan from Artemis Equity Hedge Fund. On January 21, 2004 the Company entered into an agreement to acquire General Outsourcing Services, Inc., a corporation owned by the Chairman of the Company. The Company issued 4,230,000 shares at $0.0014 per share in June 2004 in consideration of this agreement. 21 On January 22, 2004 the Company entered into an employment agreement with its President and CEO, Max Khan to issue 4,300,000 shares. The Company issued 4,300,000 shares of common stock at $.0014 per share in June 2004 as employment compensation for Mr. Max Khan. The Company issued 388,032 shares of common stock in exchange for consulting services. The 388,032 shares of common stock were issued at $0.0014 per share as payment for consulting services. ITEM 3. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On April 20,2 004, the Company held its annual meeting of stockholders in which the following items were approved: o Max Khan, Gobind Sahney and Steven Lowe were elected as directors of the Company; o Bagell Josephs & Company LLC were ratified as auditors for the fiscal year ending 2004; o The amendment to the Company's certificate of incorporation to increase the authorized shares of common stock from 75,000,000 to 325,000,000; o The amendment to the Company's certification of incorporation to create 10,000,000 shares of blank check preferred stock; o The amendment to the Company's certification of incorporation to change the Company's name from Feminique Corporation to Receivable Acquisition & Management Corporation; o Approval of the Company's 2004 Statutory and Non Statutory Stock Option Plan; and o Approval of a 1-for-15 reverse stock split. ITEM 4. OTHER INFORMATION Not Applicable. ITEM 5. EXHIBITS AND REPORTS ON FORM 10QSB (a) Exhibits: Exhibit Number Description 31.1 Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes -Oxley Act of 2002. 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (b) Reports for 8-K None 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. 22 RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION Date: August 16, 2004 By: /s/ Max Khan ------------------------ Max Khan Chief Executive Officer Chief Financial Officer Director In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: /S/ MAX KHAN -------------------------- By: Max Khan Chief Executive Officer, Chief Financial Officer and Director Date: Aug 16, 2004 23 EX-31.1 2 v05877_ex31-1.txt EXHIBIT 31.1 Certification Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. I, Max Khan, the Chief Executive Officer and Chief Financial Officer of Receivable Acquisition & Management Corporation, certify that: 1. I have reviewed this annual report on Form 10-QSB of Receivable Acquisition & Management Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any changes in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of small business issuer's Board of Directors (or persons performing the equivalent function): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Dated: August 16, 2004 /s/ Max Khan ---------------------------- By: Max Khan Chief Executive Officer, Chief Financial Officer 24 EX-32.1 3 v05877_ex32-1.txt EXHIBIT 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. In connection with the annual report of Feminique Corporation (the "COMPANY") on Form 10-QSB for the period ended June 30, 2004 as filed with the SEC on the date hereof (the "REPORT"), I hereby certify, in my capacity as an officer of the Company, for purposes of 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Max Khan ------------------------ By: Max Khan Chief Executive Officer, Chief Financial Officer DATE: August 16, 2004 25 -----END PRIVACY-ENHANCED MESSAGE-----