10QSB 1 v104344_10qsb.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB

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

1-9370

(COMMISSION FILE NUMBER)

FOR THE QUARTERLY PERIOD DECEMBER 31, 2007

FOR

RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION

(Exact Name of Registrant as Specified in the Charter)

13-3186327
(I.R.S. Employer
of Incorporation)
Identification Number)

2500 Plaza 5, Harborside Financial Center
Jersey City, NJ 07311
201-633-4725

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

As of February 15, 2008, there were 16,944,150 shares of the Registrant’s Common Stock, $0.001 par value per share, outstanding.

Transitional Small Business Disclosure Format Yes o No x



RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2007
 
TABLE OF CONTENTS

PART I
FINANCIAL INFORMATION
 
     
ITEM 1.
FINANCIAL STATEMENTS
 
     
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & OPERATIONS
 16
     
 
RISK FACTORS
 21
     
ITEM 3.
CONTROLS AND PROCEDURES
 21
     
PART II
OTHER INFORMATION
 22
     
ITEM 1.
LEGAL PROCEEDINGS
 22
     
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 23
     
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
 23
     
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 23
     
ITEM 5.
OTHER INFORMATION
 23
     
ITEM 6.
EXHIBITS
 24
     
SIGNATURES
 24

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.
 
1


RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION AND SUBSIDIARIES
(FORMERLY FEMINIQUE CORPORATION AND SUBSIDIARIES)

CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - UNAUDITED

FOR THE THREE MONTHS ENDED DECEMBER 31, 2007 AND 2006

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
FOR THE THREE MONTHS ENDED JUNE 30, 2007 AND 2006
 
 
Pages
Condensed Consolidated Balance Sheet
as of December, 2007 – Unaudited
3
   
Condensed Consolidated Statements of Income (Operations)
For the Six Months and Three Months
Ended December 31, 2007 and 2006– Unaudited
4
   
Condensed Consolidated Statements of Cash Flows For the Six Months
Ended December 31, 2007 and 2006 – Unaudited
5
   
Notes to Condensed Consolidated Financial Statements
6-15
 
2


RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
DECEMBER 31, 2007

   
2007
 
ASSETS
       
CURRENT ASSETS
       
Cash
 
$
327,563
 
Prepaid Expenses
   
2,556
 
Finance receivables - short term
   
114,843
 
         
Total current assets
   
444,962
 
         
OTHER ASSETS
       
Finance receivables - long-term
   
229,721
 
         
Total other assets
   
229,721
 
         
TOTAL ASSETS
 
$
674,683
 
         
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
       
         
CURRENT LIABILITIES
       
Accrued and other expenses
 
$
35,844
 
Notes Payable -short term
   
197,153
 
         
Total current liabilities
   
232,997
 
         
LONG TERM LIABILITIES
       
Notes payable -long term
   
81,452
 
         
TOTAL LIABILITIES
   
314,449
 
 
       
STOCKHOLDERS' EQUITY (DEFICIT)
       
Preferred stock, par value $10 per share; 10,000,000 shares authorized at December 31, 2007 and 0 shares issued and outstanding at December 31, 2007
   
-
 
Common stock, par value $.001 per share; 325,000,000 shares authorized and 17,122,896 shares issued and outstanding at December 31, 2007
   
17,123
 
Additional paid-in capital
   
628,535
 
Accumulated deficit
   
(285,424
)
Total stockholders' equity
   
360,234
 
         
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
 
$
674,683
 

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

3


RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (OPERATIONS) (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2007 AND 2006

   
FOR THE THREE MONTHS ENDED
 
   
DECEMBER 31,
 
   
2007
 
2006
 
           
           
REVENUES
             
Financing income
 
$
161,378
 
$
71,774
 
Gain on sales of finance receivable
   
46,944
   
-
 
Service income and other
   
16,202
   
45,368
 
TOTAL INCOME
   
224,524
   
117,142
 
               
COSTS AND EXPENSES
         
Selling, general and administrative
   
140,543
   
189,712
 
Total costs and expenses
   
140,543
   
189,712
 
               
NET INCOME (LOSS) BEFORE OTHER INCOME
   
83,981
   
(72,570
)
               
OTHER INCOME (LOSS)
             
Interest income
   
1,550
   
166
 
Interest expense
   
(6,964
)
 
-
 
Total other income (Loss)
   
(5,414
)
 
166
 
               
NET INCOME INCOME (LOSS) BEFORE PROVISION FOR INCOME TAX
 
$
78,567
 
$
(72,404
)
               
PROVISION FOR INCOME TAXES
   
-
   
-
 
               
NET INCOME (LOSS) BEFORE PREFERRED STOCK DIVIDEND
   
78,567
   
(72,404
)
               
LESS PREFERRED STOCK DIVIDEND
   
-
   
-
 
               
NET INCOME (LOSS) APPLICABLE TO COMMON STOCK
 
$
78,567
 
$
(72,404
)
               
BASIC INCOME (LOSS) PER COMMON SHARE
 
$
0.00
 
$
(0.00
)
               
DILUTED INCOME (LOSS) PER COMMON SHARE
 
$
0.00
 
$
(0.00
)
               
WEIGHTED AVERAGE OUTSTANDING SHARES OF COMMON STOCK - BASIC
   
17,078,852
   
17,104,569
 
               
WEIGHTED AVERAGE OUTSTANDING SHARES OF COMMON STOCK - DILUTED
   
18,974,852
   
19,200,569
 

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

4


RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2007 AND 2006
 
   
2007
 
2006
 
           
CASH FLOWS FROM OPERATING ACTIVITIES:
         
Net Income (Loss)
 
$
78,567
 
$
(72,404
)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
             
               
Changes in Certain Assets and Liabilities
             
Proceeds from sale of portfolio - net of gain
   
177,545
   
-
 
Acquisition of finance receivables, net of buybacks
   
(201,982
)
 
(73,560
)
Collections applied to principal on finance receivables
   
52,122
   
157,709
 
(Increase) Decrease in prepaid expenses
   
(1,315
)
 
(1,096
)
Increase (decrease) accrued expenses
   
(18,079
)
 
17,893
 
(Decrease) Increase in Income Taxes
   
-
   
(1,900
)
               
Net cash provided by operating activities
   
86,858
   
26,642
 
               
CASH FLOWS FROM FINANCING ACTIVITIES
             
Repurchase of common stock
   
(151
)
 
(55,000
)
Payments on notes payable
   
(45,674
)
 
(31,853
)
               
Net cash provided by financing activities
   
(45,825
)
 
(86,853
)
               
NET INCREASE (DECREASE) IN CASH
   
41,033
   
(60,211
)
               
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
   
286,530
   
154,640
 
               
CASH AND CASH EQUIVALENTS - END OF PERIOD
 
$
327,563
 
$
94,429
 
               
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
             
Issuance of Common Stock for:
             
Conversion of preferred stock
 
$
-
 
$
800,000
 
Conversion of preferred stock payable
 
$
-
 
$
20,000
 

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

5

 
RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007 AND 2006 (UNAUDITED)

NOTE 1-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 
A.
THE COMPANY AND PRESENTATION

The condensed consolidated unaudited interim financial statements included herein have been prepared by Receivable Acquisition and Management Corporation and Subsidiaries (the "Company"), formerly Feminique Corporation and Subsidiaries without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted as allowed by such rules and regulations, and the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the September 30, 2007 audited consolidated financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these condensed consolidated financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year.

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

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

On April 21, 2004, Feminique Corporation amended its certificate of incorporation to increase its authorized number of shares of common stock from 75,000,000 shares to 325,000,000 shares. This amendment was approved by Feminique Corporation’s shareholders at its April 20, 2004 annual meeting. The shareholders also changed the name of Feminique Corporation to Receivable Acquisition and Management Corporation.


 
B.
FINANCE RECEIVABLES

The Company accounts for its investment in finance receivables under the guidance of Statement of Position (“SOP”) 03-3, “Accounting for Loans or Certain Debt Securities Acquired in a Transfer.” This SOP limits the yield that may be accreted (accretable yield) to the excess of the Company’s estimate of undiscounted expected principal, interest and other cash flows (cash flows expected at the acquisition to be collected) over the Company’s initial investment in the finance receivables. Subsequent increases in cash flows expected to be collected are recognized prospectively through adjustment of the finance receivables yield over its remaining life. Decreases in cash flows expected to be collected are recognized as impairment to the finance receivable portfolios. The Company’s proprietary collections model is designed to track and adjust the yield and carrying value of the finance receivables based on the actual cash flows received in relation to the expected cash flows.
 
6

 
RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007 AND 2006 (UNAUDITED)
 
NOTE 1-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 
C.
FINANCE RECEIVABLES (CONTINUED)

During the quarter ended December 31, 2007, the Company acquired total portfolios for $201,982. The Company will use for these portfolios the "Recovery Method" for revenue recognition under which no revenue is recognized until the investment amount of $201,982 has been recovered.

During the quarter ended December 31, 2007 the Company sold several portfolios for a total sales price of $224,489. The Company recognized a net gain of $46,944 on these sales.

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 three months ended December 31, 2007 were as follows:
 
 
 
2007
 
 
 
 
 
Balance at beginning of year October 1, 2007
 
$
372,249
 
Acquisition of finance receivables - net
   
201,982
 
Cash collections applied to principal
   
(52,122
)
Sale of portfolio - net of gain
   
(177,545
)
Balance at the end of the year
 
$
344,564
 
Estimated Remaining Collections ("ERC")*
 
$
813,638
 

*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 $161,378 and $71,744 for the three months ended December 31, 2007 and 2006 respectively.
 
7

 
RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007 AND 2006 (UNAUDITED)
 
NOTE 1-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 
C.
FINANCE RECEIVABLES (CONTINUED)

Under SOP-03-3 debt security impairment is recognized only if the fair market value of the debt has declined below its amortized costs. Currently no amortized costs are below fair market value. Therefore, the Company has not recognized any impairment for the finance receivables.

 
D.
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.

 
E.
CASH AND CASH EQUIVALENTS

The Company considers all highly liquid debt instruments and other short-term investments with an initial maturity of three months or less to be cash or cash equivalents. There were no cash equivalents as of December 31, 2007.

The Company maintains cash and cash equivalents balances at financial institutions that are insured by the Federal Deposit Insurance Corporation up to $100,000. At December 31, 2007, the Company’s uninsured cash balances total was $227,563.

E. INCOME TAXES

The Company has adopted the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 109, Accounting for Income Taxes. The statement requires an asset and liability approach for financial accounting and reporting of income taxes, and the recognition of deferred tax assets and liabilities for the temporary differences between the financial reporting bases and tax bases of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled.

F. USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during this reported period. Actual results could differ from those estimates.
 
8


RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007 AND 2006 (UNAUDITED)

NOTE 1-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

G. STOCK-BASED COMPENSATION

Effective December 31, 2005, the Company adopted the provisions of Financial Accounting Standards Board Statement of Financial Accounting Standard ("SFAS") No. 123(R), "Share-Based Payments," which establishes the accounting for employee stock-based awards. Under the provisions of SFAS No.123(R), stock-based compensation is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the requisite employee service period (generally the vesting period of the grant). The Company adopted SFAS No. 123(R) using the modified prospective method and, as a result, periods prior to December 31, 2005 have not been restated. The Company recognized stock-based compensation for awards issued under the Company's stock option plans in other income/expenses included in the Consolidated Statement of Operations. Additionally, no modifications were made to outstanding stock options prior to the adoption of SFAS No. 123(R), and no cumulative adjustments were recorded in the Company's financial statements.
 
Prior to December 31, 2005, the Company accounted for stock-based compensation in accordance with provisions of Accounting Principles Board Opinion No. 25 ("APB No. 25"), "Accounting for Stock Issued to Employees," and related interpretations. Under APB No. 25, compensation cost was recognized based on the difference, if any, on the date of grant between the fair value of the Company's stock and the amount an employee must pay to acquire the stock. The Company grants stock options at an exercise price equal to 100% of the market price on the date of grant. Accordingly, no compensation expense was recognized for the stock option grants in periods prior to the adoption of SFAS No. 123(R).
 
The Company measures compensation expense for its non-employee stock-based compensation under the Financial Accounting Standards Board (FASB) Emerging Issues Task Force (EITF) Issue No. 96-18, "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services". The fair value of the option issued is used to measure the transaction, as this is more reliable than the fair value of the services received.
 
The fair value is measured at the value of the Company's common stock on the date that the commitment for performance by the counterparty has been reached or the counterparty's performance is complete. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital.

 
H.
REVENUE RECOGNITION

Revenue is recognized based on AICPA Statement of Position 03-3, if the management is reasonably comfortable with expected cash flows. In the event, expected cash flows cannot be reasonably estimated, the Company will use the “Recovery Method” under which revenues are only recognized after the initial investment has been recovered.
 
9

 
RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007 AND 2006 (UNAUDITED)
 
NOTE 1-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

I. 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.

The following is a reconciliation of the computation for basic and diluted EPS:
 
 
 
2007
 
2006
 
 
 
 
 
 
 
Net income (loss)
 
$
78,567
 
$
(72,704
)
 
                  
Weighted-average common shares
         
Outstanding (Basic)
   
17,078,852
   
17,104,569
 
 
         
Weighted-average common stock Equivalents
         
Stock options
   
950,000
   
950,000
 
Warrants
   
946,000
   
1,146,000
 
 
         
Weighted-average common shares Outstanding (Diluted)
   
18,974,852
   
19,200,569
 

10

 
RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007 AND 2006 (UNAUDITED)
 
NOTE1-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

J. RECENT ACCOUNT PRONOUNCEMENTS (CONTINUED)

In September 2006, the SEC staff issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108). SAB 108 was issued in order to eliminate the diversity in practice surrounding how public companies quantify financial statement misstatements. SAB 108 requires that registrants quantify errors using both a balance sheet and income statement approach and evaluate whether either approach results in a misstated amount that, when all relevant quantitative and qualitative factors are considered, is material. SAB108 must be implemented by the end of the Company's first fiscal year ending after November 15, 2007. The Company does not expect SAB 108 to have any material impact on financial reporting or disclosures.
 
In March 2006, the FASB issued FASB Statement No. 156, Accounting for Servicing of Financial Assets - an amendment of FASB Statement No. 140. This Statement:
 
1. Requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract under certain situations.
 
2. Requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable.
 
3. Permits an entity to choose either the amortization method or the fair value measurement method subsequent measurement methods for each class of separately recognized servicing assets and servicing liabilities:
 
4. At its initial adoption, permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under Statement 115, provided that the available-for-sale securities are identified in some manner as offsetting the entity's exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value.
 
5. Requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities.
 
We do not expect FASB No. 156 to have a material impact on our financial reporting, and we are currently evaluating the impact, if any, the adoption of FASB No. 156 will have on our disclosure requirements. The statement becomes effective after the beginning of the first fiscal year that begins after September 30, 2006.
 
In September 2006, the FASB issued FASB Statement No. 157, Fair Value Measurements. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements.
 
11

 
RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007 AND 2006 (UNAUDITED)
 
NOTE 1-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

J. RECENT ACCOUNT PRONOUNCEMENTS (CONTINUED)
 
This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. FASB Statement No. 157 will be effective for our financial statements issued for our fiscal year beginning October 1, 2008. We do not expect the adoption of FASB Statement No. 157 to have a material impact on our financial reporting, and we are currently evaluating the impact, if any, the adoption of FASB Statement No. 157 will have on our disclosure requirements
 
In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109" (FIN 48), which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 will be effective for our fiscal year beginning October 1, 2007. We do not expect the adoption of FIN 48 to have a material impact on our financial reporting and disclosure.

NOTE 2-
 NOTES PAYABLE
 
A.
The Company issued on October 30, 2006 a note payable for the value of $150,000 in exchange for the retirement of 2,000,000 shares of common stock for $200,000. The company paid $50,000 in cash and issued a note payable of $150,000 for the balance. The terms are as follows: The Company is currently paying $3,000 per month. The current balance of the note as of December 31, 2007 is $102,899.

 
B.
The Company issued on January 8, 2007 a private note offering in the amount of $300,000. The Company intends to pay the holder of the note in 24 fixed monthly payments of $14,546 from the date of issuance of the note at a rate of 15% per annum on or before January 9, 2009 (the "Maturity Date”). The current balance of the note as of December 31, 2007 is $175,706.

12

 
RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007 AND 2006 (UNAUDITED)
 
NOTE2-
NOTES PAYABLE (CONTINUED)
 
 
 
Principal Due
 
Schedule of Long- Term Notes Payable  
 
 December 31, 2007
 
       
Notes Payable
 
$
278,605
 
Less: Current Portions
   
(197,153
)
Total Long term notes payable
 
$
81,452
 
 
As of December 31, 2007 the estimated long-term notes payable mature as follows:
 
2008
 
$
197,153
 
2009
   
50,553
 
2010
   
30,899
 
Total Notes Payable
 
$
278,605
 
 
NOTE 3-
STOCK OPTIONS

In April 2004, the Company adopted a stock option plan upon approval by the shareholders art the Annual General Meeting under which selected eligible key employees of the Company are granted the opportunity to purchase shares of the Company’s common stock. The plan provides that 37,500,000 shares of the Company’s authorized common stock be reserved for issuance under the plan as either incentive stock options or non-qualified options. Options are granted at prices not less than 100 percent of the fair market value at the end of the date of grant and are exercisable over a period of ten years or a long as that person continues to be employed or serve on the on the Board of Directors, whichever is shorter. At December 31, 2007, the Company had 950,000 options outstanding under this plan.

NOTE 4- 
INCOME TAXES 

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

The Company’s effective tax rate is different than what would be expected if the statutory rates were applied to “net income (loss) before income taxes” primarily because of expenses deductible for financial reporting purposes that are not deductible for tax purposes allowed.
 
13

 
RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007 AND 2006 (UNAUDITED)
NOTE 4-
INCOME TAXES (CONTINUED)

There was no provision for income tax for the three months ended December 31, 2007.

At December 31, 2007 and 2006 the Company had an accumulated deficit approximating $285,424 and 71,700, available to offset future taxable income through 2027.
 
   
 
December 31,
 
December 31,
 
   
 
2007
 
2006
 
   
 
 
 
 
 
Deferred tax assets  
 
$
99,898
 
$
21,510
 
Less: valuation  
   
(99,898
)
 
(21,510
)
Totals  
 
$
-
 
$
-
 
 
NOTE 5-
STOCK HOLDERS’ EQUITY

COMMON STOCK

There were 325,000,000 shares of common stock authorized, with 17,122,896 and 16,728,917 shares issued and outstanding at December 31, 2007 and 2006, respectively. The par value for the common stock is $.001 per share.

The following details the stock transactions for the three months ended December 31, 2007 and 2006.
 
The Company received $1,500 for the exercise of 200,000 warrants at $.0075 per share in September 2006. The Company issued 200,000 shares of common stock in November 2006.
 
The Company repurchased 150,000 shares of common stock during May 2006. The shares were accounted for as a prepaid asset until November 2006. The shares were repurchased for $.10 per share for a total amount of $15,000. The shares were cancelled in November 2006.
 
14

 
RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007 AND 2006 (UNAUDITED)
 
NOTE 5
 STOCK HOLDERS’ EQUITY (CONTINUED)
 
COMMON STOCK (CONTINUED)
 
On October 31, 2006 the Company reached an agreement with a shareholder to buyback 2,000,000 shares of that shareholder's common stock at $.10 per share for a total amount of $200,000. The stock purchase was completed on October 31, 2006. The shares were cancelled in November 2006.

During the month of October 2007 the company issued 200,000 common shares in exchange for warrants exercised in May 2007 for $.0075 per share. The company was carrying the unissued shares as a liability for stock to be issued till the date of issuance.

During the quarter ended December 31, 2007 the company repurchased 6,020 shares of common stock at $.025 per share for a total amount of $151. The stock purchase was completed at December 31, 2007. The shares were retired.

PREFERRED STOCK

On October 28, 2006 the Company reached an agreement with Artemis Hedge Fund Ltd the holder of 80,0000 Series A Convertible Preferred Stock at $10 par value to convert the preferred shares into 800,000 shares of the Company's common stock. Additionally the Company agreed to issue 70,000 shares of common stock for all accrued dividends. There were 10,000,000 shares of preferred stock authorized, no shares outstanding as of December 31, 2007 and 2006 respectively.
 
NOTE 6
 RELATED PARTY
 
The Company receives servicing fees from Ramco Income Fund Limited. The Company manages Ramco Income Fund Limited a Bermuda entity. The servicing fees were for the three months ended December 31, 2007 and 2006 were $16,202 and $45,368 respectively.
 
NOTE 7
 SUBSEQUENT EVENTS
 
PAYMENT OF NOTE PAYABLE

The Note Payable issued on October 30, 2006 for a value of $150,000 had an outstanding balance of $102,899 as of December 31, 2007. See Note 2 A. During the month of January 2008 the note was paid off in full for a discounted value of $40,000.
 
15

 
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 10Ksb as of and for the year ended September 30, 2006 as filed with the Securities and Exchange Commission. Cautionary Statements Pursuant to Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995:

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

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

 
§
ability to acquire sufficient portfolios;

 
§
ability to recover sufficient amounts on acquired portfolios;

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

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

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

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

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

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

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

Overview

The Company is engaged in the purchase and recovery of defaulted consumer receivables. These receivables are acquired at deep discounts and outsourced for collections on a contingency basis. The Company also manages Ramco Income Fund, Ltd, a Bermuda domiciled mutual fund with circa $1 million under management. The Company continues to seek additional capital to invest into additional portfolios but it cannot provide any assurances that it will be able to raise or generate such capital.
 
16

 
RESULTS OF OPERATIONS
 
Overview

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

   
Three Months Ended December 31, 2007
 
   
2007
 
2006
 
$ Change
 
% Change
 
                   
Net Collections (excluding sale)
 
$
199,409
 
$
225,873
  $
(26,464
)
 
-12
%
                           
Finance Income
 
$
161,378
 
$
71,774
 
$
89,604
   
125
%
as a % of Collections
   
81
%
 
32
%
           
                           
Servicing Income
 
$
16,202
 
$
45,368
  $ 
(29,166
)
 
-64
%
                           
Gain on Sale
                       
 
                         
Operating Expenses
 
$
140,543
 
$
189,712
  $
(49,169
)
 
-26
%
                           
Net Income (Loss)
 
$
78,567
  $
(72,404
)
$
150,971
   
209
%
                           
Fully Diluted EPS
  $
(0.00
)
$
(0.00
)
$
(0.00
)
   
 
Revenue

The Company had a net income of $78,657 during the quarter ended December 31, 2007 versus a loss of $72,404 during the quarter ended December 31, 2006. For the three months ended December 31, 2007 the Company had revenue of $224,524 versus revenue of $117,142 during the quarter ended December 31, 2006. Total revenue for the quarter end December 31, 2007 included finance income of $161,378 and servicing income of $16,202 versus finance income of $71,774 and servicing income of $45,368 during the quarter ended December 31, 2006. Finance income increased by 124% or $89,604 compared to the quarter ended December 31, 2006. Finance income is based on the interest rate method and SOP-03-03. Servicing income declined by 64% to $16,202 during the quarter ended December 31, 2006 when compared to $45,368 during the quarter ended December 31, 2006. Servicing income has been declining due to run-off of portfolios held in Ramco Income Fund. During the quarter, the Company acquired one portfolio with a face value of $5,779,237 for $201,982 versus 1,215,436 for $55,663 during the quarter ended December 31, 2006. Excluding proceeds from sale of portfolios, the company collected $199,409 during the quarter ended December 31, 2007 versus $225,873 during the quarter ended December 31, 2006, and recognized $161,378 as finance income versus $71,774, respectively. As a percentage of cash collection, recognized revenue (finance income) was approximately 80% in the quarter ended December 31, 2007 versus approximately 32% in the quarter ended December 31, 2006.
 
17

 
Operating Expenses

 Total operating expenses declined by approximately 26 % to $140,543 for the three month ended December 31, 2007 versus $189,712 for the three months ended December 31, 2006. The Company laid-off one full-time employee, rent for our California office declined and collection expenses declined as well. The Company continues to reduce operating expensed in light of declining recoveries and limited investments in new portfolios.

 Rent and Occupancy 

Rent and occupancy expenses were $9,425 for the three months ended December 31, 2007 versus $9,346 for the three month ended December 31, 2006.
 
Depreciation 

The Company did not record any depreciation expense for the three months ended December 31, 2007.
   
Purchase of Defaulted Receivables

During the three months ended December 31, 2007 the Company acquired defaulted consumer receivables with aggregate face value amount of $5,779,237 with a purchase price of $201,982 versus portfolios with aggregate face value amount of $1,215,436 with purchase price of $55,663 during the quarter ended December 31, 2006. 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 several collection agencies on a contingency basis. The contingency fees averaged 25% during the quarter.

Portfolio Data

The following table shows the Company’s portfolio buying activity during the quarter, among other things, the purchase price, actual cash collections and estimated cash collection as of December 31, 2007.
 
Purchase Period
 
Purchase Price(1)
 
Actual Cash Collection (2)
add
 
Estimated (3)
reduce
 
12/31/2003
 
$
569,070
 
$
1,736,452
 
$
48,823
 
4/11/2005
 
$
375,000
 
$
411,783
 
$
28,495
 
7/25/2005
 
$
177,668
 
$
239,748
 
$
29,606
 
3/9/2006
 
$
121,972
 
$
151,064
 
$
33,888
 
4/7/2006
 
$
331,974
 
$
305,676
 
$
54,232
 
6/7/2006
 
$
70,020
 
$
101,648
 
$
7,098
 
12/31/04-12/20/06
 
$
780,875
 
$
811,487
 
$
234,597
 
1/7/2007
 
$
324,248
 
$
345,505
 
$
38,771
 
10/4/2007
 
$
201,982
 
$
65,838
 
$
338,126
 
 
(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.
 
18

 
(2)
Actual cash collections net of recovery cost or sale.

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

Recovery Partners

The Company outsources all its recovery activities to carefully selected debt collection agencies and network of collection attorneys with specific collection expertise. The company is currently using 11 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.

Seasonality

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

Currency Risk

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

Liquidity and Capital Resources

As of December 31, 2007, the Company had a working capital of $211,965 versus capital of $133,396 during the quarter ended December 31, 2006. The increase in working capital is largely due to sale of several portfolios. 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. For the three month ended December 31, 2007 the Company had net cash of $327,563 versus net cash of $94,429 at the end of quarter ended December 31, 2006. Net cash provided by operating activities was $86,858 versus $26,342 for the three months ended December 31, 2006. During the quarter ended December 31, 2007, the Company sold several portfolios for $224,488 with a total face value of $6,450,300. The proceeds were applied towards amortization of investment and any excess has been recognized as gain or loss on sale. Net cash used by financing activities was ($45,674) during the quarter ended December 31, 2007 versus $86,853 during the quarter ended December 31, 2006. The Company did not raise any capital through issuance of securities during the three month ended December 31, 2007. Our primary investing activity to date has been the purchase of charged-off consumer receivable portfolios. During the quarter ended December 31, 2007 we invested $201,982 in portfolios with a face value of approximately $5,779,237.
 
19

 
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 $199,409 from collections and $16,202 from servicing versus $225,000 from collections and $45,000 from servicing during the quarter ended December 31, 2006..

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

Income Taxes

We did not record any income tax provision for the three months ended December 31, 2007.

Contractual Obligation

The Company entered into a 12 month lease with H&Q Global Services at $2,500 per month plus variable expenses that include telecommunication, copier, postage and delivery charges. This lease expires on February 28, 2009 and the Company has an option to stay on a month-to-month basis.

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 as promulgated by the Public Company Accounting Oversight Board. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. These accounting policies are described at relevant sections in this discussion and analysis and in the condensed consolidated financial statements included in this quarterly report.
 
20

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

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


RISK FACTORS

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

PENNY STOCK REGULATIONS AND REQUIREMENTS FOR LOW PRICED STOCK

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

ITEM 3. CONTROLS AND PROCEDURES

    Evaluation of disclosure controls and procedures

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 December 31, 2006. They have concluded that, as of December 31, 2006 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
 
21

 
(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 June 30, 2005 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.
 
PART II
 
OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not a party to any material pending legal proceedings or, to the best of its knowledge, a proceeding being contemplated by a governmental authority, nor is any of the Company’s property the subject of any pending legal proceedings or a proceeding being contemplated by a governmental authority except for the following:
 
 
·
On April 23, 2004, Reliant Industries, Inc., Michael Wong and Debbie Wong filed a complaint with the Supreme Court of the State of New York Suffolk County against Biopharmaceuticals, Inc. and Edward Fine. Biopharmaceuticals, Inc. is the Company’s former name. The plaintiffs allege that the Company together with the other defendant committed fraud, breach of contract and negligence. The plaintiffs are seeking monetary payments for any loss that they may suffer as a result of the alleged fraud, breach of contract and negligence as well as legal fees, punitive damages and costs disbursements. The Company denies all allegations and intends to defend this action vigorously. The case was dismissed in the Company’s favor on February 7, 2007.
 
 
·
On June 29, 2005, Allied Surgical Centers Management, LLC, et al. (“Allied”) filed a complaint against the Company seeking declaratory and injunctive relief in connection with contracts entered in April 2005 between Allied and the Company pursuant to which the Company acquired various account receivables from Allied (the “Contracts”). Such compliant was filed in the Superior Court of the State of California, For the County of Los Angeles, Central District. Allied is seeking a declaratory judgment from the court which would exclude various account receivables (the “Disputed Account Receivables”) from the Contracts. Allied is also seeking a temporary restraining order and preliminary injunction restricting the Company from attempting to seize or collecting the Disputed Account Receivables. The Company filed a cross complaint on July 15, 2005. In the cross complaint, the Company is seeking an accounting, a mandatory injunction for specific performance of the Contracts and damages in the amount of $21,000,000 in connection with Allied’s alleged breach of contract, fraud, intentional interference with prospective economic advantage, breach of good faith, breach of fiduciary duty, conversion and slander. The Company and Allied have reached a settlement in connection with this matter. Allied has dropped all its claims and agreed to pay all funds received since the purchase of Allied’s portfolio in April 2005. The settlement agreement was executed on February 10, 2006 and the Company received the first settlement payment on March 1, 2006 and continues to receive payments according to the settlement agreement.
 
22

 
 
·
On September 9, 2005, the Company filed a complaint with the Supreme Court of the State of New York - County of New York against Triton Capital, Inc., Southern Capital Associates, Inc., JMS Collections, LLC., Wendt Law Office, James Roscetti, and Dave Dwyer for breach of contract, conversion, deceptive business practices and unjust enrichment. The Company is seeking an amount no less than $46,931. The Company reached a settlement with the Defendants and recovered $7,092 in July 2007.
 
ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company repurchased 6020 shares at a price of $0.0.025 per share on December 30, 2007. The total repurchase price was $150.
 
* All of the above offerings, sales and issuances were deemed to be exempt under rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, business associates of the Company or executive officers of the Company, and transfer was restricted by the Company in accordance with the requirements of the Securities Act of 1933. In addition to representations by the above-referenced persons, we have made independent determinations that all of the above-referenced persons were accredited or sophisticated investors, and that they were capable of analyzing the merits and risks of their investment, and that they understood the speculative nature of their investment. Furthermore, all of the above-referenced persons were provided with access to our Securities and Exchange Commission filings.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable.

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

Not Applicable.
 
ITEM 5. OTHER INFORMATION

Not Applicable
 

23


ITEM 6. EXHIBITS

Exhibits:

Exhibit
Number
 
Description
     
31.1
 
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1
 
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
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 19, 2008
   
     
   
 
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,
   
   
Date: February 19, 2008
 
24