UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-K
|
|
R
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
fiscal year ended September 30, 2010
|
|
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Commission
file number 000-17750
|
RECEIVABLE
ACQUISITION & MANAGEMENT CORPORATION
|
|
(Name
of Small Business Issuer in its
Charter)
|
|
Delaware
|
13-3186327
|
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
2 Executive Drive, Suite 630
|
||
|
Fort Lee, New Jersey
|
07024
|
|
|
(Address of principal Executive
Offices)
|
(Zip Code)
|
201-633-4715
(
Registrant’s telephone number,
including area code
)
Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act: Common Stock, $.001 Par Value
Per Share
Indicate
by check mark whether the registrant is a well-known seasoned issuer as defined
in Rule 405 of the Securities Act. Yes
£
No
R
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes
£
No
R
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed 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
£
No
£
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate website, if any, every Interactive Date File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files) Yes
o
No
o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
£
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act. (Check one):
Large
accelerated filer
£
Accelerated
filer
£
Non-accelerated
filer
£
Smaller
reporting company
x
Indicate
by check mark whether the registrant is a shell company (as defined by Rule
12b-2 of the Exchange Act) Yes
£
No
R
The
number of shares outstanding of each of the Registrant’s classes of common
stock, as of December 30, 2010 is 17,748,896 shares, all of one class, $.001 par
value per share. Of this number, 9,231,962 shares were held by
non-affiliates of the Registrant.
The
Company’s common stock has been trading on the OTCBB since October 2004 and,
accordingly, the aggregate “market value” of such shares is approximately
$100,000. The “value” of the 9,231,962 shares held by non-affiliates,
based upon the book value as of September 30, 2010 is less than $0. 02 per
share
.
*Affiliates
for the purpose of this item refers to the Registrant’s officers and directors
and/or any persons or firms (excluding those brokerage firms and/or clearing
houses and/or depository companies holding Registrant’s securities as record
holders only for their respective clienteles’ beneficial interest) owning 5% or
more of the Registrant’s common stock, both of record and
beneficially.
DOCUMENTS INCORPORATED BY
REFERENCE
– None
TABLE
OF CONTENTS
|
Page
|
||||||||
|
Statement
Regarding Forward-Looking Statements
|
3
|
|||||||
|
PART
I
|
4
|
|||||||
|
Item
1.
|
Business
|
4
|
||||||
|
Item
1A.
|
Risk
Factors
|
5
|
||||||
|
Item
1B.
|
Unresolved
Staff Comments
|
8
|
||||||
|
Item
2.
|
Properties
|
8
|
||||||
|
Item
3.
|
Legal
Proceedings
|
8
|
||||||
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
8
|
||||||
|
PART
II
|
9 | |||||||
|
|
||||||||
|
Item
5.
|
Market
for Registrant’s Common Equity, Related Stockholder Matters and and Issuer
Purchases of Equity Securities
|
9
|
||||||
|
Item
6.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
10
|
||||||
|
Item
6A.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
12
|
||||||
|
Item
7.
|
Financial
Statements and Supplementary Data
|
13
|
||||||
|
Item
7A.
|
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
27
|
||||||
|
Item
8A.
|
Controls
and Procedures
|
27
|
||||||
|
Item
8B.
|
Other
Information
|
28
|
||||||
|
PART
III
|
29
|
|||||||
|
Item
9.
|
Directors,
Officers and Corporate Governance
|
29
|
||||||
|
Item
10.
|
Executive
Compensation
|
30
|
||||||
|
Item
11.
|
Equity
Compensation Plan Inform and Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matter
|
31
|
||||||
|
Item
12.
|
Certain
Relationships and Related Transactions and Director
independence
|
31
|
||||||
|
Item
13.
|
Principal
Accounting Fees and Services
|
31
|
||||||
|
Item
14.
|
Exhibits
and Financial Statement Schedules
|
33
|
||||||
2
STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS
In this
annual report, references to “Receivable Acquisition & Management
Corporation,” “RAMC,” “the Company,” “we,” “us,” and “our” refer to Receivable
Acquisition & Management Corporation and its wholly owned
subsidiary.
Except
for the historical information contained herein, some of the statements in this
Report contain forward-looking statements that involve risks and uncertainties.
These statements are found in the sections entitled “Business,” “Management’s
Discussion and Analysis of Financial Condition and Results of Operation,” and
“Risk Factors.” They include statements concerning: our business strategy;
expectations of market and customer response; liquidity and capital
expenditures; future sources of revenues; expansion of our proposed product
line; and trends in industry activity generally. In some cases, you can identify
forward-looking statements by words such as “may,” “will,” “should,” “expect,”
“plan,” “could,” “anticipate,” “intend,” “believe,” “estimate,” “predict,”
“potential,” “goal,” or “continue” or similar terminology. These statements are
only predictions and involve known and unknown risks, uncertainties and other
factors, including, but not limited to, the risks outlined under “Risk Factors,”
that may cause our or our industry’s actual results, levels of activity,
performance or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or implied by such
forward-looking statements. For example, assumptions that could cause actual
results to vary materially from future results include, but are not limited to:
our ability to successfully develop and market our products to customers; our
ability to generate customer demand for our products in our target markets; the
development of our target markets and market opportunities; our ability to
manufacture suitable products at competitive cost; market pricing for our
products and for competing products; the extent of increasing competition;
technological developments in our target markets and the development of
alternate, competing technologies in them; and sales of shares by existing
shareholders. Although we believe that the expectations reflected in the forward
looking statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Unless we are required to do so under
federal securities laws or other applicable laws, we do not intend to update or
revise any forward-looking statements.
3
We are a
Delaware corporation whose principal executive offices are located at 2
Executive Drive, Suite 630, Fort Lee, NJ 07024. Unless the context otherwise
requires, the terms “we”, "us" or "our" as used herein refer to Receivable
Acquisition & Management Corporation and our subsidiary.
Overview
Receivable
Acquisition & Management Corporation (the “Company”) is in the business of
acquiring and collecting portfolios of performing, sub-performing and
non-performing consumer and commercial receivables.
We
generally acquire non-performing and sub-performing consumer and commercial
receivable portfolios at a significant discount to the amount actually owed by
the debtors or insurers. We acquire these portfolios after a qualitative and
quantitative analysis of the underlying receivables and establish a purchase
price based on expected recovery and our internal rate of return hurdle. After
purchasing a portfolio, we outsource collections to carefully selected
collection agencies and we actively monitor its performance and review and
adjust our collection and servicing strategies accordingly.
Our
objective is to maximize our return on investment on acquired consumer
receivable portfolios. As a result, before acquiring a portfolio, we analyze the
portfolio to determine how to best maximize collections in a cost efficient
manner and carefully analysis of collection agencies selected to service a
portfolio. We believe in outsourcing 99% of its recovery efforts. We believe
that we can never be experts in collecting all the various types of debt. We
retain a handful of accounts internally for benchmarking purposes. Our
philosophy is to keep overhead low and concentrate on our strengths of analysis
and purchasing the portfolios at the right price and managing the recovery
process.
The
recovery process is largely done by collection agencies and law firms. Recovery
process is generally handed over to lawyers when it is determined the debtor has
the ability to satisfy his/her obligation but normal collection activities have
not resulted in resolution.
In the
event of legal action, we seek attorneys/collection law firms that are located
in the state of the debtor. The proximity of the agent to the debtor has a
significant influence on the debtors’ actions.
We
continuously weigh the benefits of selling the obligations versus holding it in
anticipation of settlement. If we can realize an acceptable return within the
expected horizon by selling the loan, the Company will do so. In most cases an
obligation becomes collectible at a point in time. Periodically, we will
evaluate our portfolios to identify accounts with profiles that are inconsistent
with our collection strategies. Such accounts can be offered for sale to a
network of investors, collection agencies and law firms.
For the
years ended September 30, 2010 and September 30, 2009, our revenues were
approximately $158,851 and $246,558 and our net loss was ($136,318) and
($134,540), respectively. The Company has discontinued making new investments
and is seeking to merge with or acquire another company seeking to go public via
reverse merger.
Industry
Overview
The
purchasing, servicing and collection of charged-off, sub-performing and
performing consumer receivables is an industry that is driven by:
|
|
·
|
levels of consumer
debt;
|
|
|
·
|
defaults of the underlying
receivables; and
|
|
|
·
|
utilization of third-party
providers to collect such
receivables.
|
4
We
believe that as a result of the difficulty in collecting these past due
receivables and the desire of originating institutions to focus on their core
businesses and to generate revenue from these receivables, originating
institutions are increasingly electing to sell these portfolios.
Strategy
The
Company ceased making new investments in charged off consumer credit portfolios
since October 2007 and is currently running off existing portfolios and seeking
to merge with or acquire companies in the healthcare and information technology
industry.
Receivable
Servicing
Our
objective is to maximize our return on investment on acquired consumer
receivable portfolios. As a result, before acquiring a portfolio, we analyze the
portfolio to determine how to best maximize collections in a cost efficient
manner. Once a portfolio has been acquired, we or our recovery partner generally
download all receivable information provided by the seller into our account
management system and reconcile certain information with the information
provided by the seller in the purchase contract. We or our recovery partners
send notification letters to obligors of each acquired account explaining, among
other matters, our new ownership and asking that the obligor contact us. In
addition, we notify the three major credit reporting agencies of our new
ownership of the receivables. We presently outsource all our collections to
collection agencies. After assignment to a collection agency we actively monitor
and review the collection agency’s performance on an ongoing basis.
Employees
As of
September 30, 2010, we had one full-time employee.
You
should carefully consider the risks described below as well as other information
provided to you in this document, including information in the section of this
annual report entitled “Information Regarding Forward Looking Statements.” The
risks and uncertainties described below are not the only ones facing us.
Additional risks and uncertainties not presently known to us or that we
currently believes are immaterial may also impair our business operations. If
any of the following risks actually occur, the Company’s businesses, financial
condition or results of operations could be materially adversely affected, the
value of the common stock could decline, and you may lose all or part of your
investment.
The
Company has ceased making portfolio purchases since October 2007.
Due to
our inability to raise capital and the world’s deep recession, we decided to
make new investments and have subsequently been only collecting from previously
purchased portfolios. The management is focused on merging with or acquiring
another operating company that may be seeking to go public via reverse merger.
There is no assurance that the management will succeed and as a result,
shareholders may be adversely affected.
We
may not be able to purchase consumer or commercial receivable portfolios at
favorable prices or on sufficiently favorable terms or at all and our success
depends upon the continued availability of consumer receivable portfolios that
meet our purchasing criteria and our ability to identify and finance the
purchases of such portfolios.
Our
quarterly operating results may fluctuate and cause our stock price to
decline.
Because
of the nature of our business, our quarterly operating results may fluctuate,
which may adversely affect the market price of our common stock. Our results may
fluctuate as a result of any of the following:
|
|
·
|
the
timing and amount of collections on our consumer receivable
portfolios;
|
|
|
|
|
|
·
|
our
inability to identify and acquire additional consumer receivable
portfolios;
|
5
|
|
·
|
a
decline in the estimated value of our consumer receivable portfolio
recoveries;
|
|
|
|
|
|
·
|
increases
in operating expenses associated with the growth of our operations;
and
|
|
|
·
|
general
and economic market conditions.
|
|
|
·
|
Currency
fluctuations can have an impact on our recoveries from U.K.
portfolios.
|
Failure
of our third party recovery partners to adequately perform collection services
could materially reduce our revenues and our profitability, if any.
We are
dependent upon outside collection agencies to service all our consumer
receivable portfolios. Any failure by our third party recovery partners to
adequately perform collection services for us or remit such collections to us
could materially reduce our revenues and our profitability. In addition, our
revenues and profitability could be materially adversely affected if we are not
able to secure replacement recovery partners and redirect payments from the
debtors to our new recovery partner promptly in the event our agreements with
our third-party recovery partners are terminated, our third-party recovery
partners fail to adequately perform their obligations or if our relationships
with such recovery partners adversely change.
Our
collections may decrease if bankruptcy filings increase.
During
times of economic recession, the amount of defaulted consumer receivables
generally increases, which contributes to an increase in the amount of personal
bankruptcy filings. Under certain bankruptcy filings, a debtor's assets are sold
to repay credit originators, but since the defaulted consumer receivables we
purchase are generally unsecured we often would not be able to collect on those
receivables. We cannot assure you that our collection experience would not
decline with an increase in bankruptcy filings. If our actual collection
experience with respect to a defaulted consumer receivables portfolio is
significantly lower than we projected when we purchased the portfolio, our
earnings could be negatively affected.
We
may not be able to continue our operations if we are unable to generate funding
from third party financing sources
If we are
unable to access external sources of financing, we may not be able to fund and
grow our operations. The failure to obtain financing and capital as needed would
limit our ability to:
|
|
·
|
purchase
consumer receivable portfolios; and
|
|
|
·
|
achieve
our growth plans.
|
The
loss of any of our executive officers may adversely affect our operations and
our ability to successfully merge with or acquire another company.
Our
President and Chief Executive Officer, Max Khan, is responsible for making
substantially all management decisions, including determining which portfolios
to purchase, the purchase price and other material terms of such portfolio
acquisitions. These decisions are instrumental to the success of our business.
The loss of Max Khan could disrupt our operations and adversely affect our
ability to successfully acquire and service receivable portfolios.
Government
regulations may limit our ability to recover and enforce the collection of our
receivables.
Federal,
state and municipal laws, rules, regulations and ordinances may limit our
ability to recover and enforce our rights with respect to the receivables
acquired by us. These laws include, but are not limited to, the following
federal statutes and regulations promulgated thereunder and comparable statutes
in states where consumers reside and/or where creditors are
located:
|
|
·
|
the
Fair Debt Collection Practices Act;
|
|
|
·
|
the
Federal Trade Commission Act;
|
6
|
|
·
|
the
Truth-In-Lending Act;
|
|
|
·
|
the
Fair Credit Billing Act;
|
|
|
·
|
the
Equal Credit Opportunity Act; and
|
|
|
·
|
the
Fair Credit Reporting Act.
|
Additional
laws may be enacted that could impose additional restrictions on the servicing
and collection of receivables. Such new laws may adversely affect the ability to
collect the receivables.
Because
the receivables were originated and serviced pursuant to a variety of federal
and/or state laws by a variety of entities and involved consumers in all 50
states, the District of Columbia and Puerto Rico, there can be no assurance that
all original servicing entities have at all times been in substantial compliance
with applicable law. Additionally, there can be no assurance that we or our
recovery partners have been or will continue to be at all times in Substantial
compliance with applicable law. The failure to comply with applicable law could
materially adversely affect our ability to collect our receivables and could
subject us to increased costs and fines and penalties. In addition, our
third-party recovery partners may be subject to these and other laws and their
failure to comply with such laws could also materially adversely affect our
revenues and earnings.
The
Company is also subject to various debt collection and privacy regulations of
countries where is operates.
Class
action suits and other litigation in our industry could divert our management's
attention from operating our business and increase our expenses.
Certain
originators and recovery partners in the consumer credit industry have been
subject to class actions and other litigation. Claims include failure to comply
with applicable laws and regulations and improper or deceptive origination and
servicing practices. If we become a party to such class action suits or other
litigation, our results of operations and financial condition could be
materially adversely affected.
If
a significant portion of our shares available for resale are sold in the public
market, the market value of our common stock could be adversely
affected.
Sales of
a substantial number of shares of our common stock in the public market could
cause a decrease in the market price of our common stock. We had approximately
17,702,896 shares of common stock issued and outstanding as of the date hereof.
In addition, approximately 46,000 warrants to purchase our common stock were
outstanding as of the date hereof. We may also issue additional shares in
connection with our business and may grant additional stock options to our
employees, officers, directors and consultants under our stock option plans or
warrants to third parties. As of September 30, 2010 there were 46,000 shares
available for such purpose. If a significant portion of these shares were sold
in the public market, the market value of our common stock could be adversely
affected.
Our
common stock will be subject to the “Penny Stock” rules of the SEC.
The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the
definition of a "penny stock," for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules
require:
|
|
·
|
that
a broker or dealer approve a person's account for transactions in penny
stocks; and
|
|
|
·
|
the
broker or dealer receive from the investor a written agreement to the
transaction, setting forth the identity and quantity of the penny stock to
be purchased.
|
In order
to approve a person's account for transactions in penny stocks, the broker or
dealer must:
|
|
·
|
obtain
financial information and investment experience objectives of the person;
and
|
7
|
|
·
|
make
a reasonable determination that the transactions in penny stocks are
suitable for that person and the person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks.
|
The
broker or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prescribed by the Commission relating to the penny stock
market, which, in highlight form:
|
|
·
|
sets
forth the basis on which the broker or dealer made the suitability
determination; and
|
|
|
·
|
that
the broker or dealer received a signed, written agreement from the
investor prior to the transaction.
|
Generally,
brokers may be less willing to execute transactions in securities subject to the
"penny stock" rules. This may make it more difficult for investors to dispose of
our common stock and cause a decline in the market value of our
stock.
Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading and about the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.
Not
applicable.
Our
executive and administrative offices are located at 2 Executive Drive, Suite
630, Fort Lee, NJ 07024. We lease our New Jersey facility at approximately
$2,000 per month and such lease expires on December 30, 2011.
Not
applicable.
None.
8
Since
October 2004, our common stock, par value $.001 per share, had been quoted on
the Nasdaq Bulletin Board under the symbol “RCVA”. Prior to October 2004, there
was no market for our common stock. The last reported price as of December 31,
2010 was $0.01 per share.
|
Quarter Ended
|
High ($)
|
Low ($)
|
||||||
|
March
31, 2009
|
.03 | .01 | ||||||
|
June
30, 2009
|
.06 | .01 | ||||||
|
September
30, 2009
|
.02 | .01 | ||||||
|
December
31, 2009
|
.02 | .01 | ||||||
|
March
31, 2010
|
.19 | .02 | ||||||
|
June
30, 2010
|
.51 | .03 | ||||||
|
September
30, 2010
|
.29 | .04 | ||||||
|
December
31, 2010
|
.42 | .02 | ||||||
Holders
As of
December 31, 2010 we had approximately 260 holders of our common stock. The
number of record holders was determined from the records of our transfer agent
and does not include beneficial owners of common stock whose shares are held in
the names of various security brokers, dealers, and registered clearing
agencies.
Dividends
We have
never declared or paid any cash dividends on our common stock. We do not
anticipate paying any cash dividends to stockholders in the foreseeable future.
In addition, any future determination to pay cash dividends will be at the
discretion of the Board of Directors and will be dependent upon our financial
condition, results of operations, capital requirements, and such other factors
as the Board of Directors deem relevant.
9
Equity
Compensation Plans
As of
September 30, 2010, we had the following securities authorized for issuance
under the equity compensation plans:
|
Plan Category
|
Number of
Securities to be
issued upon
exercise of
outstanding
options,
warrants and
rights
|
Weighted-
average exercise
price of
outstanding
options,
warrants and
rights
|
Number of
securities
remaining
available for
future issuance
under equity
compensation
plans (excluding
securities
reflected in
column (a)
|
|||||||||
|
Equity
compensation plans approved by security holders
|
2,500,000 | $ | 0.01 | — | ||||||||
|
Equity
compensation plans not approved by security holders
|
— | — | — | |||||||||
|
Total
|
2,500,000 | $ | 0.01 | — | ||||||||
Introduction
The
following discussion should be read in conjunction with the Financial Statements
and Notes thereto. Our fiscal year ends September 30. This document contains
certain forward-looking statements including, among others, anticipated trends
in our financial condition and results of operations and our business strategy.
(See Part I, Item 1A, "Risk Factors"). These forward-looking statements are
based largely on our current expectations and are subject to a number of risks
and uncertainties. Actual results could differ materially from these
forward-looking statements. Important factors to consider in evaluating such
forward-looking statements include (i) changes in external factors or in our
internal budgeting process which might impact trends in our results of
operations; (ii) unanticipated working capital or other cash requirements; (iii)
changes in our business strategy or an inability to execute our strategy due to
unanticipated changes in the industries in which we operate; and (iv) various
competitive market factors that may prevent us from competing successfully in
the marketplace.
Results
of Operations
Year
Ended September 30, 2010 Compared to Year Ended September 30, 2009.
Revenues
Total
revenue for the twelve months ended September 30, 2010 declined by approximately
36% to $158,851 from $246,558 for the year ended September 30, 2009. The Company
had a net loss of ($136,318) for the year ended September 30, 2010 versus net
loss of ($134,540) for the year ended September 2009. Servicing income was
generated from Ramco Income Fund Ltd and one other investment vehicle managed by
the Company. The finance income is net of all collections expenses because the
Company outsources all its collections on a contingency basis.
For the
twelve months ended September 30, 2010 and September 30, 2009, the Company did
not invest in any portfolio. The Company has stopped purchasing portfolios after
October 2007 due to the inability to raise additional capital. The face value
represents the outstanding balance owed by debtors at the time of purchase and
the Company expects to collect only a small percentage of the outstanding
balance. In 2010, the Company used the recovery method only for all
portfolios.
During
the year ended September 30, 2010, we serviced a pool of charged-off consumer
accounts on behalf of Ramco Income Fund Limited and from another investment
vehicle. Servicing fees received under this arrangement declined by
approximately 57% to $13,742 from $32,267 in the year ended September 30, 2009.
The Fund has been redeeming investors and stopped making fresh investments since
October 2007, which has resulted in sharp decline in servicing fees from the
Fund. Ramco Income Fund was fully redeemed on December 13, 2010. The Company
will receive a majority of the residual cash flow from all portfolios acquired.
The cumulative residual from the Fund cannot be estimated at this time and is
not expected to be material.
Total
operating expenses
Total
operating expenses in the year ended September 30, 2010 declined by
approximately 23% or $87,929 to $295,529 compared to $383,458 for the year ended
September 30, 2009. Included in operating expenses for the years ended
September 30, 2010 and 2009 are approximately $61,000 and $27,000 for an
impairment of receivables, respectively. The decrease in operating
expenses is due to decrease in collection fees and payroll expenses as the
Company ceased making new investments in charged off consumer credit portfolios
and is currently running off existing portfolios. Additionally, the
Company relocated its office during 2010 to reduce rent expense and shut down
the California office as well.
10
Other
income and expense
For the
year ended September 30, 2010, the Company had interest income of $360 compared
to interest income of $2,360 for the year ended September 30, 2009. The
Company expects the overall expenses to materially decline going forward when
compared to operating expenses in the year ended September 30,
2010.
Income
taxes
For the
year ended September 30, 2010 and 2009 the Company has recorded no income tax
provision as the Company has continuing losses.
Net
Income (loss)
Net loss
for the twelve months ended September 30, 2010 was ($136,318) versus ($134,540)
for the twelve months ended September 30, 2009. The Company continues to incur
losses due to declining finance income from existing portfolio of finance
receivables, cessation of portfolio purchases since September 2007 and declining
servicing income from management of Ramco Income Fund Ltd. and portfolios
managed for outside investors. The Company has taken steps to reduce operating
expenses and preserve cash.
Liquidity
and Capital Resources
Liquidity
For the
year ended September 30, 2010 the Company had working capital of $163,843 versus
$206,634 for the year ended September 30, 2009. Working capital for year ended
September 30, 2010 declined by approximately 21% or $42,791 from $206,634 for
the year ended September 30, 2009. The decline was largely due to declining
collections and lack of investments into new portfolios. At the year ended
September 30, 2010, the Company had $186,401 in cash and continues to generate
sufficient cash to fund operations for the foreseeable future.
Cash
Flows and Expenditures
Year
ended September 30, 2010 compared to September 30, 2009
During
the years ended September 30, 2010 and 2009, the Company did not purchase any
portfolios.
During
the years ended September 30, 2010 and 2009, the Company had finance income of
$145,109 and $214,291, respectively.
During
the year ended September 30, 2010 we generated $13,742 in servicing income
compared to $32,267 in servicing income in the year ended September 30,
2009.
We
currently utilize various business channels for the collection of charged off
credit cards and other receivables. The Company is currently using four (4)
collection agencies and several law firms on a contingency basis.
Cash used
from operations was ($30,292) during the year ended September 30, 2010 versus
cash used of ($37,007) during the year ended September 30, 2009.
Net cash
(used) from financing activities was $20,250 and $0 during the years ended
September 30, 2010 and 2009, respectively.
11
Capital Resources
The cash
flow from portfolios currently owned would be adequate to meet our operating
expenses for the foreseeable future.
Critical
Accounting Policies
The
Company currently utilizes the cost method to determine income recognized on
finance receivables.
In
October 2003, ASC 310-30, “Accounting for Loans or Certain Securities
Acquired in a Transfer” was issued. This ASC proposes guidance on accounting for
differences between contractual and expected cash flows from an investor’s
initial investment in loans or debt securities acquired in a transfer if those
differences are attributable, at least in part, to credit quality. This ASC is
effective for loans acquired in fiscal years beginning after December 15,
2004. The ASC would limit the revenue that may be accrued to the excess of the
estimate of expected future cash flows over a portfolio’s initial cost of
accounts receivable acquired. The ASC would require that the excess of the
contractual cash flows over expected cash flows not be recognized as an
adjustment of revenue, expense, or on the balance sheet. The ASC would freeze
the internal rate of return, referred to as IRR, originally estimated when the
accounts receivable are purchased for subsequent impairment testing. Rather than
lower the estimated IRR if the original collection estimates are not received,
the carrying value of a portfolio would be written down to maintain the original
IRR. Increases in expected future cash flows would be recognized prospectively
through adjustment of the IRR over a portfolio’s remaining life. The ASC
provides that previously issued annual financial statements would not need to be
restated. Management is in the process of evaluating the application of this
ASC. In accordance with ASC 310-30, the Company is currently is using the cost
recovery method for revenue recognition for all its current
portfolios.
Special
Note on Forward-Looking Statements
This
report contains “forward-looking statements” within the meaning of the federal
securities laws. All statements, other than statements of historical facts,
included or incorporated into this Form 10-K are forward-looking statements. The
words “believe,” “expect,” “anticipate,” “estimate,” “project,” and similar
expressions often characterize forward looking statements. These statements may
include, but are not limited to, projections of collections, revenues, income or
loss, estimates of capital expenditures, plans for future operations, products
or services, and financing needs or plans, as well as assumptions relating to
these matters. These statements include, among others, statements found under
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and “Business.”
Actual
results could differ materially from those contained in the forward-looking
statements due to a number of factors, some of which are beyond our control.
Factors that could affect our results and cause them to differ from those
contained in the forward-looking statements include:
|
|
·
|
the
availability of financing;
|
|
|
·
|
our
ability to maintain sufficient liquidity to operate our business including
obtaining new capital to enable us to purchase new
receivables;
|
|
|
·
|
our
ability to purchase receivable portfolios on acceptable
terms;
|
|
|
·
|
our
continued servicing of the receivables in our securitization transactions
and for the unrelated third party;
|
|
|
·
|
our
ability to recover sufficient amounts on receivables to fund
operations;
|
|
|
·
|
our
ability to hire and retain qualified personnel to recover our receivables
efficiently;
|
|
|
·
|
changes
in, or failure to comply with, government regulations;
and
|
|
|
·
|
the
costs, uncertainties and other effects of legal and administrative
proceedings.
|
Market
rate risk
We are
exposed to market risk related to changes in interest rates and foreign currency
exchanges rates.
Interest
rate risk
We hold
our assets in cash and cash equivalents. We do not hold derivative
financial instruments or equity securities.
12
Foreign
currency exchange rate risk
Our
revenue and expenses are denominated in U.S. dollars. We currently
own one portfolio in United Kingdom; we do not anticipate that foreign exchange
gains or losses will be significant. We have not engaged in foreign
currency hedging to date.
Our
international business is subject to risks typical of international activity,
including, but not limited to, differing economic conditions; change in
political climates; differing tax structures; and other regulations and
restrictions. Accordingly, our future results could be impacted by
changes in these or other factors.
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS
ENDED SEPTEMBER 30, 2010 AND 2009
|
PAGE(S)
|
||
|
FINANCIAL
STATEMENTS:
|
||
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
14
|
|
|
Consolidated
Balance Sheets as of September 30, 2010 and 2009
|
15
|
|
|
Consolidated
Statements of Operations for the Years Ended September 30, 2010 and
2009
|
16
|
|
|
Consolidated
Statements of Stockholders’ Equity for the Years Ended September 30, 2010
and 2009
|
17
|
|
|
Consolidated
Statements of Cash Flows for the Years Ended September 30, 2010 and
2009
|
18
|
|
|
Notes
to Consolidated Financial Statements
|
|
19-26
|
13
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
Receivable Acquisition and Management Corporation and Subsidiaries
2
Executive Drive, Suite 630, Fort Lee, New Jersey, 07024
We have
audited the accompanying consolidated balance sheets of Receivable Acquisition
and Management Corporation and Subsidiaries (the “Company”) as of September 30,
2010 and 2009, and the related consolidated statements of operations,
stockholders’ equity and cash flows for the years ended September 30, 2010 and
2009. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We
conducted our audits in accordance with standards of the Public Company
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Receivable Acquisition and
Management Corporation and Subsidiaries as of September 30, 2010 and 2009 and
the results of their operations and their cash flows for the years ended
September 30, 2010 and 2009 in conformity with accounting principles generally
accepted in the United States of America.
/s/
Friedman LLP
New York,
New York
January
12, 2011
406
LIPPINCOTT DRIVE, SUITE J, MARLTON, NJ 08053 T 856.355.5900 F
856.396.0022
OFFICES
IN NEW YORK CITY | LONG ISLAND AND AN INDEPENDENT MEMBER FIRM OF DFK WITH
OFFICES WORLDWIDE
14
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
SEPTEMBER
30, 2010 AND 2009
|
2010
|
2009
|
|||||||
|
ASSETS
|
||||||||
|
CURRENT
ASSETS
|
||||||||
|
Cash
|
$ | 186,401 | $ | 196,443 | ||||
|
Prepaid
Expenses
|
- | 939 | ||||||
|
Finance
receivables - short term
|
18,923 | 47,050 | ||||||
|
Total
current assets
|
205,324 | 244,432 | ||||||
|
OTHER
ASSETS
|
||||||||
|
Finance
receivables - long-term
|
38,418 | 94,113 | ||||||
|
Total
other assets
|
38,418 | 94,113 | ||||||
|
TOTAL
ASSETS
|
$ | 243,742 | $ | 338,545 | ||||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
|
CURRENT
LIABILITIES
|
||||||||
|
Accrued
and other expenses
|
$ | 41,481 | $ | 37,798 | ||||
|
Total
current liabilities
|
41,481 | 37,798 | ||||||
|
COMMITMENT
& CONTINGENCIES
|
||||||||
|
STOCKHOLDERS'
EQUITY
|
||||||||
|
Preferred
stock, par value $10 per share;
10,000,000
shares authorized in 2010 and 2009 and 0 shares issued and outstanding at
September 30, 2010 and 2009, respectively
|
- | - | ||||||
|
Common
stock, par value $.001 per share;
325,000,000
shares authorized in 2010 and 2009 and 16,802,896 and 16,052,896 shares
issued and outstanding at September 30, 2010 and 2009,
respectively
|
16,803 | 16,053 | ||||||
|
Additional
paid-in capital
|
651,648 | 614,566 | ||||||
|
Accumulated
deficit
|
(466,190 | ) | (329,872 | ) | ||||
| 202,261 | 300,747 | |||||||
|
Total
stockholders' equity
|
202,261 | 300,747 | ||||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 243,742 | $ | 338,545 | ||||
The
accompanying notes are an integral part of the consolidated financial
statements.
15
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF OPERATIONS
FOR
THE YEARS ENDED SEPTEMBER 30, 2010 AND 2009
|
2010
|
2009
|
|||||||
|
REVENUES
|
||||||||
|
Financing
income
|
$ | 145,109 | $ | 214,291 | ||||
|
Service
income and other
|
13,742 | 32,267 | ||||||
|
Total
revenues
|
158,851 | 246,558 | ||||||
|
COSTS
AND EXPENSES
|
||||||||
|
Selling,
general and administrative
|
234,228 | 356,495 | ||||||
|
Impairment
of receivables
|
61,301 | 26,963 | ||||||
|
Total
costs and expenses
|
295,529 | 383,458 | ||||||
|
LOSS
FROM OPERATIONS
|
(136,678 | ) | (136,900 | ) | ||||
|
OTHER
INCOME (EXPENSES)
|
||||||||
|
Interest
income
|
360 | 2,360 | ||||||
|
Total
other income (expenses)
|
360 | 2,360 | ||||||
|
LOSS
BEFORE PROVISION FOR INCOME TAXES
|
(136,318 | ) | (134,540 | ) | ||||
|
LOSS
APPLICABLE TO COMMON STOCK
|
$ | (136,318 | ) | $ | (134,540 | ) | ||
|
LOSS
PER COMMON SHARE, BASIC
|
$ | (0.01 | ) | $ | ( 0.01 | ) | ||
|
LOSS
PER COMMON SHARE, FULLY DILUTED
|
$ | (0.01 | ) | $ | (0.01 | ) | ||
|
WEIGHTED
AVERAGE SHARES OUTSTANDING, BASIC
|
16,075,499 | 16,052,896 | ||||||
|
WEIGHTED
AVERAGE SHARES OUTSTANDING, DILUTED
|
16,075,499 | 16,052,896 | ||||||
The
accompanying notes are an integral part of the consolidated financial
statements.
16
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR
THE YEARS ENDED SEPTEMBER 30, 2010 AND 2009
|
Additional
|
||||||||||||||||||||||||||||
|
Common
Stock
|
Paid-In
|
Treasury
Stock
|
Accumulated
|
|||||||||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Shares
|
Amount
|
Deficit
|
Total
|
||||||||||||||||||||||
|
BALANCE,
OCTOBER 1, 2008
|
17,122,896 | $ | 17,123 | $ | 628,535 | 1,070,000 | $ | (15,039 | ) | $ | (195,332 | ) | $ | 435,287 | ||||||||||||||
|
Retirement
of Treasury stock
|
(1,070,000 | ) | (1,070 | ) | (13,969 | ) | (1,070,000 | ) | 15,039 | - | - | |||||||||||||||||
|
Net
loss for the year ended September 30, 2009
|
- | - | - | - | - | (134,540 | ) | (134,540 | ) | |||||||||||||||||||
|
BALANCE,
SEPTEMBER 30, 2009
|
16,052,896 | $ | 16,053 | $ | 614,566 | - | $ | - | $ | (329,872 | ) | $ | 300,747 | |||||||||||||||
|
Issued
750,000 options for compensation
|
- | - | 17,582 | - | - | - | 17,582 | |||||||||||||||||||||
|
Issuance
of stock for cash
|
750,000 | 750 | 19,500 | - | - | 20,250 | ||||||||||||||||||||||
|
Net
loss for the year ended September 30, 2010
|
- | - | - | - | - | (136,318 | ) | (136,318 | ) | |||||||||||||||||||
|
BALANCE,
SEPTEMBER 30, 2010
|
16,802,896 | $ | 16,803 | $ | 651,648 | - | $ | - | $ | (466,190 | ) | $ | 202,261 | |||||||||||||||
The
accompanying notes are an integral part of the consolidated financial
statements.
17
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
FOR
THE YEARS ENDED SEPTEMBER 30, 2010 AND 2009
|
2010
|
2009
|
|||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net
income (loss)
|
$ | (136,318 | ) | $ | (134,540 | ) | ||
|
Adjustments
to reconcile net income to net cash
|
||||||||
|
provided
by operating activities:
|
||||||||
|
Issuance
of stock
|
17,582 | - | ||||||
|
Write-down
of receivables
|
61,301 | 26,963 | ||||||
|
Changes
in Operating Assets and Liabilities
|
||||||||
|
Collections
applied to principal on finance receivables
|
22,521 | 70,268 | ||||||
|
Decrease
in prepaid expenses
|
939 | - | ||||||
|
Increase
accrued expenses
|
3,683 | 302 | ||||||
|
Net
cash used in operating activities
|
(30,292 | ) | (37,007 | ) | ||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
|
Proceeds
from exercise of stock options
|
20,250 | - | ||||||
|
Net
cash provided by financing activities
|
20,250 | - | ||||||
|
NET
DECREASE IN CASH
|
(10,042 | ) | (37,007 | ) | ||||
|
CASH
AND CASH EQUIVALENTS - BEGINNING OF YEAR
|
196,443 | 233,450 | ||||||
|
CASH
AND CASH EQUIVALENTS - END OF YEAR
|
$ | 186,401 | $ | 196,443 | ||||
The
accompanying notes are an integral part of the consolidated financial
statements.
18
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS
SEPTEMBER
30, 2010 AND 2009
|
NOTE 1-
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
|
|
A.
|
THE COMPANY AND
PRESENTATION
|
Receivable
Acquisition and Management Corporation and Subsidiaries (the “Company”) was
formerly Biopharmaceutics, Inc. In June 1999, pursuant to a meeting of the Board
of Directors, Biopharmaceutics Inc, adopted a resolution and filed a certificate
of amendment to the certificate of incorporation and changed the name of
Biopharmaceutics, Inc., to Feminique Corporation.
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.
The
Company ceased investments in distressed consumer credit portfolios in September
2007 and is currently in the process of running off existing portfolios. Three
agencies in the United States and one in UK are collecting the remaining
portfolios. Since we outsource our collections, the Company is not required to
register in each and every state the debtor resides. The collection agencies are
required to register in each state they call debtors.
|
|
B.
|
FINANCE
RECEIVABLES
|
The
Company has adopted the provisions of Financial Accounting Standards Board
Accounting Standards Codification (FASB ASC) 310-30 for its investment in
finance receivables, “Accounting for Loans or Certain Debt Securities Acquired
in a Transfer.” This SOP limits the yield that may be accreted (accretable
yield) to the excess of the Company’s estimate of undiscounted expected
principal, interest and other cash flows (cash flows expected at the acquisition
to be collected) over the Company’s initial investment in the finance
receivables. Subsequent increases in cash flows expected to be collected are
recognized prospectively through adjustment of the finance receivables yield
over its remaining life. Decreases in cash flows expected to be collected are
recognized as impairment to the finance 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 years ended September 30, 2010 and 2009, the Company neither acquired nor
sold any finance receivables.
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.
19
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEPTEMBER
30, 2010 AND 2009
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 years ended September 30, 2010 and 2009 were as
follows:
|
2010
|
2009
|
|||||||
|
Balance
at beginning of year
|
$ | 141,163 | $ | 238,394 | ||||
|
Cash
collections applied to principal
|
(22,521 | ) | (70,268 | ) | ||||
|
Receivable
writedown
|
(61,301 | ) | (26,963 | ) | ||||
|
Balance
at the end of the year
|
$ | 57,341 | $ | 141,163 | ||||
|
Estimated
Remaining Collections ("ERC")*
|
$ | 57,341 | $ | 214,292 | ||||
*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 $145,109 and $214,292 for the fiscal years ended September 30, 2010 and
2009, respectively.
Under ASC
310-30 debt security impairment is recognized only if the fair market value of
the debt has declined below its amortized costs. The Company took impairment
charges totaling approximately $61,000 and $27,000 during the years ended
September 30, 2010 and 2009, respectively.
|
|
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 September 30, 2010 and
September 30, 2009.
The
Company maintains cash and cash equivalents balances at financial institutions
that are insured by the Federal Deposit Insurance Corporation up to
$250,000.
20
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER
30, 2010 AND 2009
|
E.
|
INCOME
TAXES
|
The
Company accounts for income taxes pursuant to the provisions of the ASC 740,
Accounting for Income Taxes, which requires an asset and liability approach to
calculating deferred income taxes. The asset and liability approach requires the
recognition of deferred tax liabilities and assets for the expected future tax
consequences of temporary differences between the carrying amounts and the tax
basis of assets and liabilities.
|
F.
|
USE OF
ESTIMATES
|
The
preparation of financial statements in conformity with US generally accepted
accounting principles 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.
|
LOSS PER SHARE OF
COMMON STOCK
|
Basic net
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. Warrants of 946,000 were not included in the
computation of diluted earnings per share as the Company reported a loss and to
do so would be anti-dilutive for periods presented.
|
H.
|
RECENT
ACCOUNT
PRONOUNCEMENTS
|
In
January 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-06,
“Improving Disclosures about Fair Value Measurements” (the “Update”). The Update
provides amendments to FASB Accounting Standards Codification (“ASC”) 820-10
that require entities to disclose separately the amounts of significant
transfers in and out of Level 1 and Level 2 fair value measurements and describe
the reasons for the transfers. In addition the Update requires entities to
present separately information about purchases, sales, issuances, and
settlements in the reconciliation for fair value measurements using significant
unobservable inputs (Level 3). The disclosures related to Level 1 and Level 2
fair value measurements are effective for the Company in 2010 and the
disclosures related to Level 3 fair value measurements are effective for the
Company in 2011. The Update requires new disclosures only, and has no impact on
our consolidated financial position, results of operations, or cash
flows.
|
|
I.
|
RECLASSIFICATIONS
|
Certain
amounts reported in prior year have been reclassified to conform to the
presentation at September 30, 2010. The reclassification has no effect on the
net loss for the year ended September 30, 2009.
21
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER
30, 2010 AND 2009
|
NOTE
2-
|
STOCK
OPTIONS
|
In April
2004, the Company adopted a stock option plan upon approval by the shareholders
at the Annual General Meeting under which selected eligible key employees of the
Company are granted the opportunity to purchase shares of the Company’s common
stock. The plan provides that 37,500,000 shares of the Company’s authorized
common stock be reserved for issuance under the plan as either incentive stock
options or non-qualified options. Options are granted at prices not less than
100 percent of the fair market value at the end of the date of grant and are
exercisable over a period of ten years or as long as that person continues to be
employed or serve on the on the Board of Directors, whichever is shorter. At
September 30, 2010 and September 30, 2009, the Company had no options
outstanding under this plan.
The fair
value of each option awarded is estimated on the date of grant using the
Black-Scholes option valuation model that uses the assumptions noted in the
following table. Expected volatilities are based on historical volatility of the
Company’s stock, and other factors. The expected life of the options granted
represents the period of time from date of grant to expiration (1 year). The
risk-free interest rate is based on the U.S. Treasury yield in effect at the
time of grant. The per share weighted-average fair value of stock options
granted for the years ended September 30, 2010 and 2009 was $.027 and $0,
respectively, on the date of grant using the Black Scholes option-pricing model
with the following assumptions:
|
Life
|
Dividend
Yield
|
Risk-free
Interest
rate
|
Volatility
|
|||||||||
|
I
year
|
0 | % | 0.290 | % | 239.60 | % | ||||||
A summary
of the status of the Company’s stock option plans for the fiscal years ended
September 30, 2010 and 2009 and changes during the years are presented below:
(in number of options):
|
Number
of
Options
|
Average
Exercise
Price
|
|||||||
|
Outstanding
options at October 1, 2008 and 2009
|
- | $ | - | |||||
|
Options
granted
|
750,000 | 0.027 | ||||||
|
Options
exercised
|
(750,000 | ) | 0.027 | |||||
|
Outstanding
options as of September 30, 2010
|
- | $ | - | |||||
22
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER
30, 2010 AND 2009
|
NOTE
2-
|
STOCK
OPTIONS (CONTINUED)
|
Remaining
options available for grant were 36,750,000 and 37,500,000 as of September 30,
2010 and 2009, respectively. The total intrinsic value of options
exercised during the years ended September 30, 2010 and 2009 was $17,582 and $0,
respectively. Cash received from the exercise of stock options for the years
ended September 30, 2010 and 2009 was $20,250 and $0, respectively.
For the
years ended September 30, 2010 and 2009, the unamortized compensation expense
for stock options for both the years ended was $0. The Company has no
non-vested options as of September 30, 2010. The compensation cost that has
been charged against income for the Plan was $17,582 and $0 for the fiscal years
ended September 30, 2010 and 2009, respectively.
|
NOTE
3-
|
WARRANTS
|
The
Company issued warrants during the year 2004. At September 30, 2010 and
September 30, 2009, respectively, the Company had 946,000 warrants outstanding
each exercisable at approximately $.0075. The warrants expire on December 31,
2010.
|
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.
There was
no provision for income tax for the years ended September 30, 2010 and
2009.
Due to
the uncertainty of utilizing the approximate $466,190 and $329,872 in net
operating loss carryforwards for the years ended September 30, 2010 and 2009
respectively, and realizing the deferred tax assets in the future, an offsetting
valuation allowance has been established for the full amount of the deferred tax
assets. The losses are available to offset future taxable income through
2030.
|
September
30,
|
September
30,
|
|||||||
|
2010
|
2009
|
|||||||
|
Deferred
tax assets
|
$ | 163,167 | $ | 115,455 | ||||
|
Less:
valuation allowance
|
(163,167 | ) | (115,455 | ) | ||||
|
Totals
|
$ | - | $ | - | ||||
23
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER
30, 2010 AND 2009
|
NOTE
5-
|
STOCK
HOLDERS’ EQUITY
|
COMMON
STOCK
There
were 325,000,000 shares of common stock authorized, with 16,802,896 and
16,052,896 shares issued and outstanding at September 30, 2010 and September 30,
2009, respectively. The par value for the common stock is $.001 per
share.
During the year ended September 30,
2009 the Company repurchased 1,070,000 shares of common stock at a market price
of approximately $ .014 per share. The total purchase price was $15,039.During
the year ended September 30, 2010 the Company
issued 750,000 options for
compensation valued at $17,582. The options were exercised and the Company
received cash of $20,250.
|
NOTE
6-
|
RELATED
PARTY
|
The
Company receives fees from Ramco Income Fund Limited (“Fund”) a Bermuda entity.
The Company is the investment manager of the Fund. The servicing fees for the
years ended September 30, 2010 and 2009 were $13,742 and $32,267 respectively.
The Fund has been fully redeemed.
|
NOTE
7-
|
FAIR VALUE
MEASUREMENTS
|
The
Company has categorized its financial assets and liabilities based upon the fair
value hierarchy specified by FASB Accounting Standards Codification (“ASC “)
Topic 820, Fair Value Measurement and Disclosures (“ASC 820”) This standard
defines fair value, provides guidance for measuring fair value and requires
certain disclosures. This standard does not require any new fair value
measurement, but discusses valuation techniques, such as the market approach
(comparable market prices), the income approach (present value of future income
or cash flow), and the cost approach (cost to replace the service capacity of an
asset or replacement cost). This standard provides for a fair value hierarchy
that prioritizes the inputs to valuation techniques used to measure fair value
into three broad levels. The following is a brief description of those three
levels:
24
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER
30, 2010 AND 2009
|
NOTE
7-
|
FAIR VALUE
MEASUREMENTS (CONTINUED)
|
Level 1 –
Observable inputs such as quoted prices (unadjusted) in active markets for
identical assets or liabilities.
Level 2 –
Inputs other than quoted prices that are observable for the asset or liability
either directly or indirectly. These include quoted prices for
similar assets or liabilities in active markets and quoted prices for identical
or similar assets or liabilities in markets that are not active
Level 3 –
Unobservable inputs that reflect the Company’s own assumptions.
The
following table represents the fair value hierarchy for those financial assets
and liabilities measured at fair value on a recurring basis as of September 30,
2010:
|
Assets
|
Level
1
|
Level
2
|
Level
3
|
Total
|
||||||||||||
|
Finance
receivables
|
- | - | $ | 57,341 | $ | 57,341 | ||||||||||
|
Total
Assets
|
- | - | $ | 57,341 | $ | 57,341 | ||||||||||
|
Liabilities
|
- | - | - | - | ||||||||||||
|
Total
Liabilities
|
- | - | - | - | ||||||||||||
The
following table represents the fair value hierarchy for those financial assets
and liabilities measured at fair value on a recurring basis as of September 30,
2009:
|
Assets
|
Level
1
|
Level
2
|
Level
3
|
Total
|
||||||||||||
|
Finance
receivables
|
- | - | $ | 141,163 | $ | 141,163 | ||||||||||
|
Total
Assets
|
- | - | $ | 141,163 | $ | 141,163 | ||||||||||
|
Liabilities
|
- | - | - | - | ||||||||||||
|
Total
Liabilities
|
- | - | - | - | ||||||||||||
25
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER
30, 2010 AND 2009
|
NOTE
7-
|
FAIR VALUE
MEASUREMENTS (CONTINUED)
|
The
following table is a reconciliation of changes in the net fair value of finance
receivables which are classified as level 3 in the fair value
hierarchy.
|
2010
|
2009
|
|||||||
|
Finance
Receivables
|
||||||||
|
Balance
as of October 1 ,
|
141,163 | 238,394 | ||||||
|
Cash
collected
|
22,521 | 70,268 | ||||||
|
Impairment
of receivables
|
61,301 | 26,963 | ||||||
|
Balance
as of September 30 ,
|
57,341 | 141,163 | ||||||
|
NOTE
8-
|
SUBSEQUENT
EVENTS
|
On
October 7, 2010 the Company received $6,750 for exercising 900,000 warrants. On
December 29, 2010 the Company received $345 for exercising of 46,000
warrants.
26
None.
(a)
Disclosure Controls and Procedures
Our
principal executive and principal financial officer has evaluated the
effectiveness of our disclosure controls and procedures, as defined in Rules 13a
– 15(e) and 15d – 15(e) under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), as of the end of the period covered by this annual
report. He has concluded that, based on such evaluation, our
disclosure controls and procedures were effective as of September 30, 2010, as
further described below.
(b)
Management’s Annual Report on Internal Control Over Financial
Reporting
Overview
Internal
control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
refers to the process designed by, or under the supervision of, our principal
executive officer and principal financial officer, and effected by our board of
directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles. Management is responsible for establishing and
maintaining adequate internal control over financial reporting for the
Company.
Internal
control over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives because of its inherent
limitations. Internal control over financial reporting is a process
that involves human diligence and compliance and is subject to lapses in
judgment and breakdowns resulting from human failures. Internal
control over financial reporting also can be circumvented by collusion or
improper management override. Because of such limitations, there is a
risk that material misstatements may not be prevented or detected on a timely
basis by internal control over financial reporting. However, these
inherent limitations are known features of the financial reporting
process. Therefore, it is possible to design into the process
safeguards to reduce, though not eliminate, this risk.
Management
has used the framework set forth in the report entitled “Internal Control —
Integrated Framework” published by the Committee of Sponsoring Organizations
(“COSO”) of the Treadway Commission to evaluate the effectiveness of RAMC’s
internal control over financial reporting. As a result of the
material weaknesses described below, management has concluded that the Company’s
internal control over financial reporting was effective as of September 30,
2010.
Management’s
Assessment
Management
has determined that, as of the September 30, 2010 measurement date, there were
no material weaknesses in both the design and effectiveness of our internal
control over financial reporting.
Human Resources:
The Company
has an outsourcing model whereby all collections functions are outsourced to
external collection agencies and law firms. Each agency and law firm is required
to send remittances along with detailed collections report at least once a
month. Our collections manager handles receipt of checks and reports. She has a
supervisor to review all data entered into our software system. The data is
further verified by the CEO who receives independent reports from agencies and
law firms.
Collections:
All remittances
are received as checks along with remittance report from all our collection
agencies. Collections are entirely handled by our operations center in Rancho
Santa Fe, California. The reports are entered into our software system
“Collect”. The checks are then deposited by our New Jersey office. The checks
are posted into our accounting records upon receipt of reports from California
office and independent reports from the Collection Agencies. Receipt, depositing
and recording functions are completely delineated. To date we have not had an
incidence of theft or leakage.
Internal Accounting:
Our
internal accounting is done by a CPA firm before financials are submitted to our
auditors.
Financial Reporting:
The
Company does not deal with any inventories or receivables. Our reporting is
based on actual collections. Receivables are rarely created. The Company pays
most of its bills upon receipt.
27
Revenue Recognition:
The
Company currently uses “Recovery Method” instead of Interest Method for
recognizing finance income. Finance income is only recognized when the
investment cost has been fully recognized.
Portfolio Impairment and Accretion:
The Company assesses each portfolio for possible impairment or accretion
at the end of each fiscal year based on actual collections at the time of
determination.
This
annual report does not include an attestation report of the Company’s registered
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the Company’s registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission
(c)
Changes in Internal Control over Financial Reporting
There has
been no change in our internal control over financial reporting, as defined in
Rules 13a-15(f) of the Exchange Act, during our most recent fiscal quarter that
has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
None.
28
The
following table sets forth the names, age, and position of each of our directors
and executive officers.
|
Name
|
Age
|
Present
Principal Employment
|
||
|
Max
Khan
|
44
|
Director,
President, CEO and CFO
|
||
|
Gobind
Sahney
|
49
|
Chairman
|
||
|
Steven
Lowe
|
50
|
Director
and Secretary
|
Set forth
below is biographical information for each officer and director.
GOBIND
SAHNEY, age 49, 1987 to 2004, Chairman & CEO, Young Entrepreneurs Society,
Inc. (YES) a credit card marketing Company.1997 to 2004, Chairman &
President, Sahney & Company, a corporate finance advisory firm. Mr. Sahney
is a lifetime member of the National Eagle Scout Association; member Babson
College Board of Trustees; the Babson College Asian Advisory Board; Mr. Sahney
is a graduate of Babson College with dual degrees in Finance and Accounting.
Born in 1961, Mr. Sahney lives in San Diego and has 2 children.
MAX KHAN,
age 44, has been in the financial industry since 1987. He began his career as a
financial consultant in New York. Mr. Khan founded Alliance Global Finance Inc.
in 1992 with focus on corporate finance and investment banking. Mr. Khan served
as president of Alliance Global Finance from 1991 through October 2003. Mr. Khan
is a managing member of Thor Capital LLC, a FINRA registered firm. He currently
holds Series 7 & 24 licenses. Mr. Khan has a Bachelors Degree in Accounting
and Economics from City University of New York and MBA from Pace University (New
York). He is married with 2 children and lives in New Jersey.
Steven
Lowe, age 50, is a practicing attorney. He is the founder of Lowe Law. Mr. Lowe
graduated from Vanderbilt University and received his JD from University of
Connecticut School of Law.
SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act
requires the Company’s directors, executive officers and persons who own more
than ten percent of the Company’s outstanding Common Stock to file with the SEC
and the Company reports on Form 4 and Form 5 reflecting transactions affecting
beneficial ownership. Based solely on a review of the copies of the reports
furnished to us, or written representations that no reports were required to be
filed, we believe that during the fiscal year ended September 30, 2009 all
Section 16(a) filing requirements applicable to our directors, officers, and
greater than 10% beneficial owners were complied with.
29
Summary
Compensation Table
The
following table sets forth information regarding compensation paid to our
principal executive officer, principal financial officer, and our highest paid
executive officer, all of whose total annual salary and bonus for the years
ended September 30, 2010 and 2009 exceeded $100,000.
|
SUMMARY
COMPENSATION TABLE
|
||||||||||||||||||||||||||||||||||
|
Name
and principal
|
Salary
|
Bonus
|
Stock
Awards
|
Option
awards
|
Non-equity
incentive
plan
compensation
|
Change
in
pension
value
and
non
qualified
deferred
compensation
|
All
Other
Compensation |
Total
|
||||||||||||||||||||||||||
|
position
|
Year
|
($)
|
($)
|
($)
|
($),
(a)
|
($)
|
($)
|
($)
|
($)
|
|||||||||||||||||||||||||
|
Max
Khan, President, Chief Executive Officer, Chief Financial Officer
(1)
|
2010
|
$ | -0- | -0- | - 0- | -0- | -0- | -0- | $ | |||||||||||||||||||||||||
|
2009
|
$ | 75,000 | -0- | -0- | -0- | -0- | -0- | -0- | $ | 75,000 | ||||||||||||||||||||||||
|
Steven
Lowe
Director
and Secretary (2)
|
2009
|
-0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||||||
|
2008
|
-0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||||||||||||||||||||||
|
Gobind
Sahney
Chairman
of the Board (3)
|
2009
|
- 0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||||||
|
2008
|
-0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||||||||||||||||||||||
Grants
of Plan-Based Awards
There
were no grants of plan-based awards to named executive officers for the year
ended September 30, 2010.
Outstanding
Equity Awards at Fiscal Year-End
None.
Option
Exercises and Stock Vested
No
executive officer identified in the Summary Compensation Table above received or
exercised any option in fiscal year 2010. There were no shares of
stock awarded or vested with respect to any of those executive
officers.
Pension
Benefits
None.
Non-qualified
Deferred Compensation
The
Company does not have any defined contribution or other plan which provides for
the deferral of compensation on a basis that is not tax-qualified.
Employment
Agreements
The
Company has an employment agreement with Max Khan. The employment agreement
expired on April 30, 2007. Under the existing employment provided Mr. Khan was
entitled to receive $180,000 in annual compensation. Mr. Khan and the Company
did not enter into a separation agreement and he has been serving the company
without an employment agreement.
30
Potential
Payments Upon Termination or Change-in-Control
None.
Director
Compensation Arrangements
None
ITEM 11. EQUITY COMPENSATION PLAN
INFORM AND SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
.
Equity
Compensation Plan Information
Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The following table sets
forth the number of shares known to be owned by all persons who own at least 5%
of RAMC’s
outstanding common stock, the Company's directors, the
executive officers, and the directors and executive officers as a group as of
December 1, 2010, unless otherwise noted. Unless otherwise indicated, the
stockholders listed in the table have sole voting and investment power with
respect to the shares indicated.
|
NAME
AND ADDRESS
|
AMOUNT
AND
NATURE
OF
BENEFICAL
|
PERCENT
OF
|
||||
|
BENEFICIAL
OWNER
|
OWNERSHIP
|
CLASS
|
||||
|
Gobind
Sahney
|
870,000
|
5.08
|
%
|
|||
|
Lisa
Sahney Trust
|
1,740,000
|
10.17
|
%
|
|||
|
Max
Khan
|
2,820,000
|
16.95
|
%
|
|||
|
Mehtab
Sultana
|
1,300,000
|
7.59
|
%
|
|||
|
Steven
Lowe (1)
|
50,000
|
|||||
|
All
Directors and Officers as a group (3 persons)
|
3,820,000
|
22.03
|
%
|
|||
|
(1)
|
Represents
fully vested options granted in
2005.
|
*Less
than 1*% of the outstanding common stock
**
Beneficial Ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of common stock subject to options,
warrants, or convertible debt currently exercisable or convertible, or
exercisable or convertible within 60 days of December 1, 2010 are deemed
outstanding for computing the percentage of the person holding such option or
warrant. Percentages are based on a total of 17,702,896 shares of
common stock outstanding on December 1, 2010, and the shares issuable upon the
exercise of options, warrants exercisable, and debt convertible on or within 60
days of December 1, 2010, as described herein.
There has
not been any related transaction during the year ended September 30, 2010. Mr.
Steven Lowe remains the only independent director of the board.
Audit and
Non-Audit Fees
Aggregate
fees for professional services rendered for the Company by Friedman LLP and
Bagell, Josephs Levine & Company, L.L.C for the fiscal years ended September
30, 2010 and 2009 are set forth below. The aggregate fees included in the Audit
category are fees billed for the fiscal years for the audit of the Company's
annual financial statements and review of financial statements and statutory and
regulatory filings or engagements. The aggregate fees included in each of the
other categories are fees billed in the fiscal years. (All references to "$" in
this Proxy Statement are to United States dollars.)
31
|
September
30,
2010
|
September
30,
2009
|
|||||||
|
Audit
Fees
|
$ | 20,000 | $ | 20,000 | ||||
|
Audit
Related Fees
|
$ | $ | ||||||
|
Tax
Fees
|
$ | 1,500 | $ | 1,500 | ||||
|
All
Other Fees
|
$ | 0 | $ | 0 | ||||
|
Total
|
$ | 21,500 | $ | 21,500 | ||||
Audit
Fees for the fiscal years ended September 30, 2010 and 2009 were for
professional services rendered for the audits of the consolidated financial
statements of the Company, quarterly review of the financial statements included
in Quarterly Reports on Form 10-Q, consents, and other assistance required to
complete the year-end audit of the consolidated financial
statements.
Audit-Related
Fees as of the fiscal years ended September, 2010 and 2009 were for assurance
and related services reasonably related to the performance of the audit or
review of financial statements and not reported under the caption Audit
Fees.
Tax Fees
as of the fiscal year ended September 30, 2010 and 2009 were for professional
services related to tax compliance, tax authority audit support and tax
planning.
There
were no fees that were classified as All Other Fees as of the fiscal years ended
September 30, 2010 and 2009.
As the
Company does not have a formal audit committee, the services described above
were not approved by the audit committee under the de minimus exception provided
by Rule 2-01(c)(7)(i)(C) under Regulation S-X. Further, as the Company does not
have a formal audit committee, the Company does not have audit committee
pre-approval policies and procedures.
32
(a) Financial
Statements and Schedules
1.
Financial
Statements
The
following consolidated financial statements are filed as part of this report
under Item 8 of Part II “Financial Statements and Supplementary
Data.:
A. Consolidated
Balance Sheets at September 30, 2010 and 2009.
B. Consolidated
Statements of Operations for the Years Ended September 30, 2010 and
2009.
C. Consolidated
Statements of Changes in Shareholders’ Equity (Capital Deficit) for the Years
Ended September 30, 2010 and 2009.
D. Consolidated
Statements of Cash Flows for the Years Ended September 30, 2010 and
2009.
(b) Exhibits
The
exhibits listed in the accompanying Index to Exhibits on pages 46 to
47 are filed or incorporated by reference as part of this Annual Report on Form
10-K.
33
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized on this 12th day of January, 2011.
|
RECEIVABLE
ACQUISITION & MANAGEMENT
CORPORATION
|
|
/s/
Max Khan
|
|
By:
Max Khan
|
|
Chief
Executive Officer, Chief Financial/Accounting Officer,
and
Director
|
|
Date:
January 12, 2011
|
In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated:
|
/s/
Max Khan
|
|
By:
Max Khan
|
|
Chief
Executive/Accounting Officer, Chief Financial Officer
and
Director
Date:
January 12, 2011
|
|
/s/
Gobind Sahney
|
|
By:
Gobind Sahney
|
|
Chairman
of the Board
|
|
Date:
January 12, 2011
|
|
/s/
Steven
Lowe
|
|
By:
Steven Lowe
|
|
Director
|
|
Date:
January 12, 2011
|
34
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Submission Of Matters To A Vote Of SecurityholdersPart IIItem 5. Market For Registrant's Common Equity, Related Stareholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Management's Discussion and Analysis Of Financial Condition and Results Of OperationItem 6A. Quantitative and Qualitative Disclosures About Market RiskItem 7. Financial Statements and Supplementary DataNote 1- Summary Of Significant Accounting PoliciesNote 2- Stock OptionsNote 2- Stock Options (continued)Note 3- WarrantsNote 4- Income TaxesNote 5- Stock Holders EquityNote 6- Related PartyNote 7- Fair Value MeasurementsNote 7- Fair Value Measurements (continued)Note 8- Subsequent EventsItem 7A. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 8A. Controls and ProceduresItem 8B. Other InformationPart IIIItem 9. Directors, Officers and Corporate GovernanceItem 10. Executive CompensationItem 12. Certain Relationships and Related Transactions and Director IndependenceItem 13. Principal Accountant Fees and ServicesItem 14. Exhibits and Financial Statement Schedules