0001144204-08-029908.txt : 20080515 0001144204-08-029908.hdr.sgml : 20080515 20080515170731 ACCESSION NUMBER: 0001144204-08-029908 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080515 DATE AS OF CHANGE: 20080515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RECEIVABLE ACQUISITION & MANAGEMENT CORP CENTRAL INDEX KEY: 0000733337 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 133186327 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09370 FILM NUMBER: 08839101 BUSINESS ADDRESS: STREET 1: 140 BROADWAY STREET 2: 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2128587590 MAIL ADDRESS: STREET 1: 140 BROADWAY STREET 2: 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 FORMER COMPANY: FORMER CONFORMED NAME: FEMINIQUE CORP DATE OF NAME CHANGE: 19990730 FORMER COMPANY: FORMER CONFORMED NAME: BIOPHARMACEUTICS INC// DATE OF NAME CHANGE: 19990730 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRATED GENERICS INC /NV/ DATE OF NAME CHANGE: 19880824 10-Q 1 v114661_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

EXCHANGE ACT OF 1934

1-9370

(COMMISSION FILE NUMBER)

FOR THE QUARTERLY PERIOD MARCH 31, 2008

FOR

RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION

(Exact Name of Registrant as Specified in the Charter)

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

2500 Plaza 5

Harborside Financial Center

Jersey City, NJ 07311

201-633-4715

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

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

As of May 15, 2008, there were 17,100,153 shares of the Registrant’s Common Stock, $0.001 par value per share, outstanding.

Transitional Small Business Disclosure Format Yes o No x

ITEM 1. FINANCIAL STATEMENTS

RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2008

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION	3

ITEM 1.	FINANCIAL STATEMENTS	3

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & OPERATIONS	17

	RISK FACTORS	22

ITEM 3.	CONTROLS AND PROCEDURES	22

PART II	OTHER INFORMATION	23

ITEM 1.	LEGAL PROCEEDINGS	23

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	24

ITEM 6.	EXHIBITS	24

SIGNATURES		25

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.

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

(FORMERLY FEMINIQUE CORPORATION AND SUBSIDIARIES)

CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS - UNAUDITED

FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007

	Pages
Condensed Consolidated Balance Sheet as of March 31, 2008 – Unaudited	4

Condensed Consolidated Statements of Income (Operations) For the Six Months and Three Months Ended March 31, 2008 and 2007 – Unaudited	5

Condensed Consolidated Statements of Cash Flows For the Six Months Ended March 31, 2008 and 2007 – Unaudited	6

Notes to Condensed Consolidated Financial Statements	7-16

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

	(Unaudited)			(Audited)
	March 31,			September 30,
	2008			2007
ASSETS

CURRENT ASSETS
Cash	$	318,643		$	286,530
Prepaid Expenses		2,556			1,241
Finance receivables - short term		97,779			123,959

Total current assets		418,978			411,730

OTHER ASSETS
Finance receivables - long-term		195,589			248,290

Total other assets		195,589			248,290

TOTAL ASSETS	$	614,567		$	660,020

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accrued and other expenses	$	38,417		$	53,924
Stock to be issued		-			1,500
Notes Payable -short term		137,639			191,257

Total current liabilities		176,056			246,681

LONG TERM LIABILITIES
Notes payable -long term		-			133,021

TOTAL LIABILITIES		176,056			379,702

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, par value $10 per share; authorized 10,000,000 shares, 0 shares issued and outstanding at March 31, 2008 and 0 shares issued and outstanding at September 30, 2007		-			-
Common stock, par value $.001 per share; 325,000,000 shares authorized and 17,122,896 shares issued and outstanding at March 31, 2008.and 16,928,917 shares issued and outstanding at Septermber 30, 2007		17,123			16,929
Additional paid-in capital		628,535			627,380
Accumulated deficit		(207,147	)		(363,991	)
Total stockholders' Equity (deficit)		438,511			280,318

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	614,567		$	660,020

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

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED)

FOR THE SIX AND THREE MONTHS ENDED MARCH 31, 2008 AND 2007

	FOR THE SIX MONTHS ENDED						FOR THE THREE MONTHS ENDED
	MARCH 31,						MARCH 31,
	2008			2007			2008			2007

REVENUES
Financing income	$	296,898		$	119,737		$	135,520		$	47,962
Gain on sales of finance receivable		46,944			18,334			-			18,334
Service income and other		39,145			70,265			22,943			24,897
TOTAL INCOME		382,987			208,336			158,463			91,193

COSTS AND EXPENSES
Selling, general and administrative		280,692			378,129			140,149			188,417
Total costs and expenses		280,692			378,129			140,149			188,417

NET INCOME (LOSS) BEFORE OTHER INCOME		102,295			(169,793	)		18,314			(97,224	)

OTHER INCOME (LOSS)
Loss on sale of finance receivables		-			(15,205	)		-			(15,205	)
Interest income		4,186			356			2,636			190
Interest expense		(12,536	)		-			(5,572	)		-
Other income		62,899						62,899
Total other Income (Loss)		54,549			(14,849	)		59,963			(15,015	)


NET INCOME (LOSS) BEFORE PROVISION FOR INCOME TAX	$	156,844		$	(184,642	)	$	78,277		$	(112,239	)

PROVISION FOR INCOME TAXES		-			-			-			-

NET (LOSS) APPLICABLE TO COMMON STOCK	$	156,844		$	(184,642	)	$	78,277		$	(112,239	)

BASIC INCOME (LOSS) PER COMMON SHARE	$	0.01		$	(0.01	)	$	0.00		$	(0.01	)

DILUTED INCOME (LOSS) PER COMMON SHARE	$	0.01		$	-		$	0.00		$	-

WEIGHTED AVERAGE OUTSTANDING SHARES
OF COMMON STOCK - BASIC		17,100,753			16,959,466			17,122,896			16,811,139

WEIGHTED AVERAGE OUTSTANDING SHARES
OF COMMON STOCK - DILUTED		18,996,753			19,055,466			19,018,896			18,907,139

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

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE SIX MONTHS ENDED MARCH 31, 2008 AND 2007

	2008			2007

CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss)	$	156,844		$	(184,642	)
Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities:

Changes in Certain Assets and Liabilities
Proceeds from sale of portfolio - net of gain		177,545			227,907
Acquisition of finance receivables, net of buybacks		(201,982	)		(397,808	)
Collections applied to principal on finance receivables		103,317			337,202
(Increase) Decrease in Prepaid expenses		(1,315	)		(151	)
(Increase) in security deposit		-			(7,512	)
Increase (decrease) accrued expenses		(70,506.00	)		32,174
(Decrease) Increase in Income Taxes		-			(1,900	)

Net cash provided by (used in) operating activities		163,903			5,270

CASH FLOWS FROM FINANCING ACTIVITIES
Repurchase of retired common stock		(151	)		(55,000	)
Payments on notes payable		(131,639	)		(174,509	)
Proceeds from note payable		-			300,000

Net cash provided by (used in) financing activities		(131,790	)		70,491

NET INCREASE (DECREASE) IN CASH		32,113			75,761

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		286,530			154,640

CASH AND CASH EQUIVALENTS - END OF PERIOD	$	318,643		$	230,401

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Issuance of Common Stock for:
Conversion of preferred stock	$	-		$	800,000
Conversion of preferred stock payable	$	-		$	20,000

Retirement of Common Stock for:
Repurchase of Common Stock - Non cash	$	-		$	160,000

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

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2008 AND 2007 (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.

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2008 AND 2007 (UNAUDITED)

NOTE 1-

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

C. FINANCE RECEIVABLES (CONTINUED)

During the quarter ended March 31, 2008, the Company neither acquired nor sold any finance receivables.

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 six months ended March 31, 2008 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		(103,318	)
Sale of portfolio - net of gain		(177,545	)
Balance at the end of the period	$	293,368
Estimated Remaining Collections ("ERC")*	$	550,000

*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 $296,898 and $119,737 for the six months ended March 31, 2008 and 2007 respectively.

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2008 AND 2007 (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 March 31, 2008.

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 March 31, 2008, the Company’s uninsured cash balances total was $218,643.

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.

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2008 AND 2007 (UNAUDITED)

NOTE1-

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.

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2008 AND 2007 (UNAUDITED)

NOTE1-

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

H. STOCK-BASED COMPENSATION (CONTINUED)

The fair value is measured at the value of the Company's common stock on the date that the commitment for performance by the counterparty has been reached or the counterparty's performance is complete. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital.

I. REVENUE RECOGNITION

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

J. EARNINGS (LOSS) PER SHARE OF COMMON STOCK

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

The following is a reconciliation of the computation for basic and diluted EPS:

	2008		2007

Net income (loss)	$	156,844	$	(184,642	)

Weighted-average common shares
Outstanding (Basic)		17,100,753		16,959,466

Weighted-average common stock
Equivalents
Stock options		950,000		950,000
Warrants		946,000		1,146,000

Weighted-average common shares
Outstanding (Diluted)		18,996,753		19,055,466

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2008 AND 2007 (UNAUDITED)

NOTE 1-

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

K. 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.

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2008 AND 2007 (UNAUDITED)

NOTE 1-

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

L. 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

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. During the month of January 2008 the note was paid off in full for a discounted value of $40,000. The amount of $62,899 was recognized as income.

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 March 31, 2008 is $137,639

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2008 AND 2007 (UNAUDITED)

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 March 31, 2008, 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.

There was no provision for income tax for the six months ended March 31, 2008.

At March 31, 2008 and 2007 the Company had an accumulated deficit approximating $207,147 and 183,938, available to offset future taxable income through 2027.

	March 31,			March 31,
	2008			2007

Deferred tax assets	$	72,501		$	64,378
Less: valuation		(72,501	)		(64,378	)
Totals	$	-		$	-

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2008 AND 2007 (UNAUDITED)

NOTE 5-

STOCK HOLDERS’ EQUITY

COMMON STOCK

There were 325,000,000 shares of common stock authorized, with 17,122,896 and 16,928,917 shares issued and outstanding at March 31, 2008 and 2007, respectively. The par value for the common stock is $.001 per share.

The following details the stock transactions for the six months ended March 31, 2008 and 2007.

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.

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.

On February 23, 2007 the Company issued an additional 200,000 shares of common stock to Artemis Hedge Fund, Ltd. to resolve all outstanding accrued dividends.

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 March 31, 2008 and 2007 respectively.

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2008 AND 2007 (UNAUDITED)

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 six months ended March 31, 2008 and 2007 were $39,145 and $70,265 respectively.

ITEM 2.

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

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

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

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

ability to acquire sufficient portfolios;

ability to recover sufficient amounts on acquired portfolios;

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

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

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

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

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

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

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

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 $800,000 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.

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 March 31, 2008 & 2007
	2008			2007			$ Change			% Change

Net Collections	$	170,950		$	236,339		$	(65,389	)		-28	%

Finance Income	$	135,520		$	47,962		$	87,558			183	%
as a % of Collections		79	%		20	%

Servicing Income	$	22,943		$	24,897		$	(1,954	)		-8	%

Gain on Sale	$	0		$	18,344

Operating Expenses	$	140,149		$	188,417			(48,268	)		-26	%

Income Before Taxes	$	78,227		$	(112,239	)	$	190,466			170	%

Fully Diluted EPS	$	(0.010	)	$	(0.010	)	$	0.000			0	%

Revenue

The Company generated $158,463 in revenue during the quarter ended March 31, 2008 versus $91,193 for quarter ended March 31, 2007 and net income of $7,227 versus a loss of $112,239. During the quarter ended March 31, 2008, total revenue included $135,520 finance income, $22,943 servicing income versus finance income of $47,962 and servicing income of $24,897 during the quarter ended March 31, 2007. In the quarter ended March 31, 2007 finance income increased by approximately 183% or $87,558 compared to the quarter ended March 31, 2007. The increase is largely due to full amortization of principal investments in several portfolios. Servicing income decreased by approximately 8% or $1,954 when compared to quarter ended March 31, 2007. The company recognized approximately 79% of net cash collections as revenue during the quarter ended March 31, 2008 versus 20% during the quarter ended March 31, 2007. During the quarter ended March 31, 2008, the Company collected $170,950 versus $236,339 during the quarter ended March 31, 2007. Finance and servicing income is expected to decline due to declining collections, redemptions from our managed fund, Ramco Income Fund Ltd and lack of investment in new portfolios.

Operating Expenses

Total operating expenses decreased by 26% or $50,229 to $140,149 versus for the three months ended March 31, 2008 versus $ 188,417 for the three months ended March 31, 2007.

Rent and Occupancy

Rent and occupancy expenses were $9,077 for the three months ended March 31, 2008 versus $12,227 for the quarter ended March 31, 2007.

Purchase of defaulted receivables

During the quarter ended March 31, 2008, the Company did not purchase any receivables versus purchase of aggregate face value amount of $4,632,119 at a cost of $324,248 during the quarter ended March 31, 2007. As a part of its strategy, the Company does not do any in-house collection, but outsources collection to carefully selected specialist debt collection agencies. The Company is currently working with four collection agencies on a contingency basis. The contingency fees averaged 28% 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 March 31, 2008.

Purchase Period	Purchase Price(1)		Actual Cash Collection (2)		Estimated (3)

12/31/2003	$	569,070	$	1,747,301	$	37,973
4/11/2005	$	375,000	$	426,766	$	23,512
7/25/2005	$	177,668	$	246,984	$	22,370
3/9/2006	$	121,972	$	151,348	$	33,604
4/7/2006	$	331,974	$	313,666	$	46,242
6/7/2006	$	70,020	$	102,262	$	6,484
12/31/04-12/20/06	$	780,875	$	906,263	$	139,821
1/7/2007	$	324,248	$	371,585	$	12,692
10/4/2007	$	201,982	$	71,349	$	232,616

(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 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 36 to 60 month projection of cash collections is created for each portfolio. Only after the portfolio has established probable and estimable performance in excess of projections will the accretable yield be increased and recognized as revenue. If actual cash collections are less than the original forecast, the Company will take an impairment charge. Collection activities commence within 30 days of purchase, which allows for adequate time to scrub the portfolio for deceased, settled, incarcerated and bankruptcy filed accounts. For modeling and revenue recognition purposes, the company uses 15 calendar days.

Recovery Partners

The Company outsources all its recovery activities to carefully selected debt collection agencies and network of collection attorneys with specific collection expertise. The company is currently using four collection agencies and several law firms in the U.S. and U.K. The average contingent collections fee is 28% 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 has been acquired and continues 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 March 31, 2008, the Company had working capital of $242,922 versus $182,673 at March 31, 2007. The improvement is due 27% reduction in operating expenses and early amortization of a note payable. The Company believes that funds generated from operations, together with existing cash will be sufficient to finance its operations for the next twelve months. For the six month ended March 31, 2008, the Company had net cash of $318,643 versus $230,401at the six month ended March 31, 2007. Net cash provided by operating activities was 163,903 for the six months ended March 31, 2008 compared to $5,270 at the end of six month ended March 31, 2007. Net cash used in financing activities was ($131,790) during the six month ended March 31, 2007 compared to $70,491 provided by financing activities during the six month ended March 31, 2007. The Company did not raise any capital through issuance of securities during the six month ended March 31, 2008.

Cash generated from operations is dependent 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 negative impact on the Company’s business could have a material negative impact on its expected future cash flows. During the quarter ended March 31, 2008, the Company generated approximately $170,950 from collections versus $236,339 during the quarter ended March 31, 2007. The Company believes that funds generated from operations, together with existing cash will be sufficient to finance its operations for the foreseeable future.

Income Taxes

We did not record any income tax provision for the quarter ended March 31, 2008.

Contractual Obligation

The Company entered into a twenty four month lease with Regus Inc. at $2,985 per month plus variable expenses that include telecommunication, copier, postage and delivery charges.

Market Outlook for Charged-off Receivables

Prices remain high in the charge off market and we have taken advantage of it sell some of our older portfolios. We expect that over time, many of these new entrants to the market, whose business model may be based on less than a multi-disciplined approach to purchasing and collecting, will not generate the returns they anticipated. This may then reduce their ability to access capital and potentially may require them to sell their remaining portfolios and exit the market. Also, the sellers are increasing turning to large buyers that has hampered our ability to invest our available cash.

Critical Accounting Policy & Estimates

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

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

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. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

N/A.

ITEM 4. 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 March 31, 2008. They have concluded that, as of March 31, 2008 that our disclosures were effective to ensure that:

(1)

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

(2)

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

This term refers to the controls and procedures of a Company that are designed to ensure that information required to be disclosed by a Company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within the required time periods. Our principal executive officer and principal financial officer have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report. They have concluded that, as of March 31, 2008 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. The Company received the final settlement payment in February, 2008.

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 1A. RISK FACTORS

There have been no material changes from the Risk Factors described in our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 - SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None.

ITEM 5 - OTHER INFORMATION

None.

There were no material changes to the procedures by which security holders may recommend nominees to the registrant’s board of directors.

ITEM 6 - EXHIBITS

Exhibit Number		Description
31.1		Certification by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.

31.2		Certification by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.

32.1		Certification by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code.

32.2		Certification by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code.