10-Q

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 JUNE 30, 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

Harbor Side Financial Center

Jersey City, N.J. 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 August 14, 2008 there were 17,108,107 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 JUNE 30, 2008

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	4
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & OPERATIONS	15
	RISK FACTORS	20
ITEM 3.	CONTROLS AND PROCEDURES	20
PART II	OTHER INFORMATION	21
ITEM 1.	LEGAL PROCEEDINGS	21
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	22
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	22
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	22
ITEM 5.	OTHER INFORMATION	22
ITEM 6.	EXHIBITS	22
SIGNATURES		23

THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. SUCH STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND PROJECTIONS ABOUT THE COMPANY AND ITS INDUSTRY. FORWARD-LOOKING STATEMENTS ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE, ACHIEVEMENTS AND PROSPECTS TO BE MATERIALLY DIFFERENT FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON EVEN IF NEW INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCURRING IN THE FUTURE.

2

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)

FOR THE NINE MONTHS ENDED JUNE 30, 2008 AND 2007

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

	Pages
Condensed Consolidated Balance Sheets as of June 30, 2008(Unaudited) and September 30, 2007 (audited).	4
Condensed Consolidated Statements of Operations for the nine months and three Months ended June 30, 2008 and 2007 (Unaudited)	5
Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2008 and 2007 (Unaudited)	6
Notes to Condensed Consolidated Financial Statements	7-14

3

ITEM 1.

RECEIVABLEACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			September 30,
	2008			2007
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS
Cash	$	255,817		$	286,530
Prepaid Expenses		1,090			1,241
Finance receivables - short term		88,487			123,959
Total current assets		345,394			411,730
OTHER ASSETS
Finance receivables - long-term		176,975			248,290
Total other assets		176,975			248,290
TOTAL ASSETS	$	522,369		$	660,020
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accrued and other expenses	$	52,860		$	53,924
Stock to be issued		-			1,500
Notes Payable -short term		-			191,257
Total current liabilities		52,860			246,681
LONG TERM LIABILITIES
Notes payable -long term		-			133,021
TOTAL LIABILITIES		52,860			379,702
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, par value $10 per share;
authorized 10,000,000 shares, 0 shares issued
and outstanding		-			-
Common stock, par value $.001 per share; 325,000,000 shares authorized
and 17,122,896 shares issued and outstanding at June 30, 2008 & Dec. 31, 2007.		17,123			16,929
Additional paid-in capital		628,535			627,380
Accumulated deficit		(176,149	)		(363,991	)
Total stockholders' (deficit)		469,509			280,318
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	522,369		$	660,020
The accompanying notes are an integral part of the condensed consolidated financial statements.

4

RECEIVABLEACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME(LOSS) (UNAUDITED)

FOR THENINEAND THREEMONTHS ENDED JUNE30, 2008 AND 2007

	FOR THE NINE MONTHS ENDED						FOR THE THREE MONTHS ENDED
	JUNE 30,						JUNE 30,
	2008			2007			2008			2007
REVENUES
Financing income	$	396,722		$	171,201		$	99,824		$	51,464
Gain on sales of finance receivable		35,910			18,334			(11,034	)		-
Service income and other		81,271			81,819			42,126			11,554
TOTAL INCOME		513,903			271,354			130,916			63,018
COSTS AND EXPENSES
Selling, general and administrative		372,027			539,783			91,335			161,653
Total costs and expenses		372,027			539,783			91,335			161,653
NET INCOME (LOSS) BEFORE OTHER INCOME		141,876			(268,429	)		39,581			(98,635	)
OTHER INCOME (LOSS)
Loss on sale of finance receivables		-			(15,205	)		-			-
Interest income		6,573			700			2,387			344
Interest expense		(19,921	)		(9,598	)		(7,385	)		(9,598	)
Other income (loss)		59,314			-			(3,585	)		-
Total other Income (Loss)		45,966			(24,103	)		(8,583	)		(9,254	)
NET INCOME (LOSS) BEFORE PROVISION FOR INCOME TAX	$	187,842		$	(292,532	)	$	30,998		$	(107,889	)
PROVISION FOR INCOME TAXES		-			-			-			-
NET (LOSS) APPLICABLE TO COMMON STOCK	$	187,842		$	(292,532	)	$	30,998		$	(107,889	)
BASIC INCOME (LOSS) PER COMMON SHARE	$	0.01		$	(0.02	)	$	-		$	(0.01	)
DILUTED INCOME (LOSS) PER COMMON SHARE	$	0.01		$	-		$	-		$	-
WEIGHTED AVERAGE OUTSTANDING SHARES
OF COMMON STOCK - BASIC		17,108,107			16,949,283			17,122,896			16,928,917
WEIGHTED AVERAGE OUTSTANDING
SHARES OF COMMON STOCK - DILUTED		19,004,107			19,045,283			19,018,896			19,024,917
The accompanying notes are an integral part of the condensed consolidated financial statements.

5

RECEIVABLEACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THENINEMONTHS ENDED JUNE30, 2008 AND 2007

	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss)	$	187,842		$	(292,532	)
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		131,224			504,602
(Increase) decrease in prepaid expenses		(151	)		(1,090	)
Increase (decrease) accrued expenses		(56,063	)		46,638
Increase in liability for stock to be issued		-			1,500
(Decrease) Increase in Income Taxes		-			(1,900	)
Net cash provided by (used in) operating activities		238,415			87,317
CASH FLOWS FROM FINANCING ACTIVITIES
Repurchase of retired common stock		150			(55,000	)
Payments on notes payable		(269,278	)		(217,548	)
Proceeds from Note Payable		-			300,000
Net cash provided by (used in) financing activities		(269,128	)		27,452
NET INCREASE(DECREASE) IN CASH		(30,713	)		114,769
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		286,530			154,640
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	255,817		$	269,409
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

6

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 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.
	During the quarter ended June 30, 2008, the Company neither acquired nor sold any finance receivables

7

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2008 AND 2007 (UNAUDITED)

NOTE 1-	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
	B.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. During the quarter ended June 30, 2008 the Company was required to refund to the purchaser of these portfolios $11,034. Therefore the gain was adjusted to $35,910 as of June 30, 2008.
	In the event that cash collections would be inadequate to amortize the carrying balance, an impairment charge would be taken with a corresponding write-off of the receivable balance. Accordingly, the Company does not maintain an allowance for credit losses. The agreements to purchase the aforementioned receivables include general representations and warranties from the sellers covering account holder death or bankruptcy, and accounts settled or disputed prior to sale. The representation and warranty period permitting the return of these accounts from the Company to the seller is typically 90 to 180 days. Any funds received from the seller of finance receivables as a return of purchase price are referred to as buybacks. Buyback funds are simply applied against the finance receivable balance received. They are not included in the Company’s cash collections from operations nor are they included in the Company’s cash collections applied to principal amount. Gains on sale of finance receivables, representing the difference between sales price and the unamortized value of the finance receivables, are recognized when finance receivables are sold.
	Changes in finance receivables for the six months ended June 30, 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		(131,224	)
Sale of portfolio - net of gain		(177,545	)
Balance at the end of the period	$	265,462
Estimated Remaining Collections ("ERC")*	$	438,000

 

* 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 $396,722 and $171,201 for the nine months ended June 30, 2008 and 2007 respectively.

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.

8

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2008 AND 2007 (UNAUDITED)

NOTE 1-	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
	C.PRINCIPLES OF CONSOLIDATION
	The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
	D.CASH AND CASH EQUIVALENTS
	The Company considers all highly liquid debt instruments and other short-term investments with an initial maturity of three months or less to be cash or cash equivalents. There were no cash equivalents as of June 30, 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 June 30, 2008, the Company’s uninsured cash balances total was $154,899.
	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.
	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.

9

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2008 AND 2007 (UNAUDITED)

NOTE 1-	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
	G.STOCK-BASED COMPENSATION (CONTINUED)
	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.

10

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2008 AND 2007 (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:

	2008		2007
Net income (loss)	$	187,842	$	(292,531	)
Weighted-average common shares Outstanding (Basic)		17,108,107		16,949,283
Weighted-average common stock  Equivalents
Stock options		950,000		950,000
Warrants		946,000		1,146,000
Weighted-average common shares Outstanding (Diluted)		19,004,107		19,045,283

11

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2008 AND 2007 (UNAUDITED)

NOTE 2-	NOTES PAYABLE
	A.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.
	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 note was paid in full during the quarter ending June 30, 2008.
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 June 30, 2008, the Company had 950,000 options outstanding under this plan.

12

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2008 AND 2007 (UNAUDITED)

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 nine months ended June 30, 2008.
	At June 30, 2008 and 2007 the Company had an accumulated deficit approximating $176,149 and 291,827, available to offset future taxable income through 2027.

	June 30,			June 30,
	2008			2007
Deferred tax assets	$	61,652		$	102,139
Less: valuation		(61,652	)		(102,139	)
Totals	$	-		$	-

NOTE 5-	STOCKHOLDERS EQUITY
	COMMON STOCK
	There were 325,000,000 shares of common stock authorized, with 17,122,896 and 19,078,917 shares issued and outstanding at June 30, 2008 and 2007, respectively. The par value for the common stock is $.001 per share. The following details the stock transactions for the nine months ended June 30, 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.

13

RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2008 AND 2007 (UNAUDITED)

NOTE 5-	STOCKHOLDERS EQUITY (CONTINUED)
	COMMON STOCK (CONTINUED)
	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. The company received $1,500 for the exercise of 200,000 warrants at $.0075 per share in May 2007. 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 80,000 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.
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 nine months ended June 30, 2008 and 2007 were $81,271 and $81,819 respectively.

14

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, 2007 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.

15

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 Company is no longer making new investments and seeking to acquire or merge with another operating entity. There is no guarantee that the Company will succeed. The following table summarizes collections, revenues, operating expenses, income before taxes and fully diluted net income.

	Three Months Ended June 30, 2007 & 2008
	2008			2007			$ Change			% Change
Net Collections (excluding sale)	$	118,277		$	239,311			($121,034	)		-50.58	%
Finance Income	$	99,824		$	51,464		$	48,360			48	%
as a % of Collections		84	%		22	%
Servicing Income	$	42,126		$	11,554		$	30,572			265	%
Gain (Loss) on Portfolio Sale		($11,034	)	$	0
Operating Expenses	$	91,335		$	161,653			($70,318	)		-43	%
Net Income (Loss)	$	30,998			($107,889	)	$	138,887			128	%
Fully Diluted EPS		-			-

Revenue

The Company had a net income of $30,998 on revenue of $130,916 during the quarter ended June 30, 2008 versus a net loss of $107,889 on revenue of $63,018 during the quarter ended June 30, 2007. For the nine months ended June 30, 2008, the Company had revenue of $513,903 versus revenue of $271,354 during the nine months ended June 30, 2007. Net income during the nine months ended June 30, 2008 was $187,842 versus a net loss of $292,532 during the nine months ended June 30, 2007. Total revenue for the quarter ended June 30, 2008 included finance income of $99,824 and servicing income of $42,126 versus finance income of $51,464 and servicing income of $11,554 during the quarter ended June 30, 2007. Finance income during the quarter ended June 30, 2008 increased by 94% or $48,360 compared to the quarter ended June 30, 2007. Servicing income increased by 264% or $30,572 during the quarter ended June 30, 2008 compared to the quarter ended June 30, 2007. Servicing income largely came from servicing of portfolios other than from Ramco Income Fund managed by the Company and is expected to decline sharply during subsequent quarters due to additional redemptions of shares in Ramco Income Fund and declining recoveries from two other special purpose vehicles. During the nine months ended June 30, 2008, finance income increase by 131% to $396,722 and finance income was flat at $81,271 compared to finance income of $171,201 and servicing income of $81,819 during the nine months ended June 30, 2007. The Company collected $118,277 during the quarter ended June 30, 2008 versus $239,211 during the quarter ended June 30, 2007. The Company is not making fresh investment in new portfolios and running off the existing portfolios.

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Operating Expenses

Total operating expenses of $91,335 decreased by $70,318 or 43% in the quarter ended June 30, 2008 from $161,653 during the quarter ended June 30, 2007. The Company continues to reduce operating expenses in the face of declining recovering and lack of fresh investments.

Rent and Occupancy

Rent and occupancy expenses were $9,355 during the three months ended June 30, 2008 versus $7,484 for the three month ended June 30, 2007.

Depreciation

     The Company did not record any depreciation expense for the three months ended June 30, 2008.

Purchase of Defaulted Receivables

During the three months ended June 30, 2008. 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 30% 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 June 30, 2008 

		Purchase Price(1)		Actual Cash Collection (2)		Est. Remaining Collections (3)
Purchase Period
12/31/2003	$	569,070	$	1,756,296	$	28,978
4/11/2005	$	375,000	$	433,531	$	16,747
7/25/2005	$	177,668	$	251,176	$	18,178
3/9/2006	$	121,972	$	153,606	$	31,346
4/7/2006	$	331,974	$	324,413	$	35,495
6/7/2006	$	70,020	$	102,262	$	4,000
12/31/04-12/20/06	$	780,875	$	968,831	$	107,253
1/7/2007	$	324,248	$	381,125	$	3,152
10/4/2007	$	201,982	$	81,075	$	192,904

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(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 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 was approximately 30% during the quarter ended June 30, 2008.

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 June 30, 2008, the Company had working capital of $292,534 versus $138,431 during the quarter ended June 30, 2007. The improvement in working capital was largely due to early repayment of two notes that were outstanding and reduction in operating expenses. The Company believes that funds generated from operations, together with existing cash will be sufficient to finance its operations for the foreseeable future. For the nine months ended June 30, 2008, the Company had net cash of $255,817 versus $269,409 at the end of nine months ended June 30, 2007. Net cash provided by operating activities was $238,415 during the nine months ended June 30, 2008 versus $87,317 during the nine months ended June 30, 2007. Net cash used in financing activities was (269,128) during the nine months ended June 30, 2008 versus $27,452 provided by financing activities for the nine months ended June 30, 2007. The Company did not raise any capital through issuance of securities during the nine month ended June 30, 2008. Our primary investing activity to date has been the purchase of charged-off consumer receivable portfolios.

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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 ended June 30, 2008, the Company generated approximately $118,227 from collections and 42,126 from servicing versus $239,211 from collections and $11,554 from servicing during the quarter ended June 30, 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

The Company did not record any provision for taxes for the nine month ended June 30, 2008.

Contractual Obligation

The Company entered into a 24 month lease with Regus Inc. at $2,500 per month plus variable expenses that include telecommunication, copier, postage and delivery charges. The lease expires on February 28, 2009.

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.

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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 June 30, 2008. They have concluded that, as of June 30, 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 June 30, 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.

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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 complaint 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.

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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 September 30, 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.

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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: August 14, 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:

By:	/s/ Max Khan
	Max Khan Chief Executive Officer, Chief Financial Officer and Director
	Date: August 14, 2008

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EX-31.1

EXHIBIT 31.1

Certification Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

I, Max Khan, the Chief Executive Officer and Chief Financial Officer of Receivable Acquisition & Management Corporation, certify that:

1. I have reviewed this annual report on Form 10-Q of Receivable Acquisition & Management Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer’s other certifying officer(s) and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b. Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c. Disclosed in this report any changes in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5. The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of small business issuer’s Board of Directors (or persons performing the equivalent function):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Dated: August 14, 2008	By:	/s/ Max Khan
		Max Khan
		Chief Executive Officer, Chief Financial Officer

EX-32.1

EXHIBIT 32.1

Certification Pursuant to

18 U.S.C. Section 1350,

as adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002.

In connection with the annual report of Feminique Corporation (the “COMPANY”) on Form 10-QSB for the period ended June 30, 2008 as filed with the SEC on the date hereof (the “REPORT”), I hereby certify, in my capacity as an officer of the Company, for purposes of 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Max Khan
	Max Khan Chief Executive Officer, Chief Financial Officer
	DATE: August 14, 2008