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 DECEMBER 31, 2009
FOR
RECEIVABLE
ACQUISITION & MANAGEMENT CORPORATION
(Exact
Name of Registrant as Specified in the Charter)
|
DELAWARE
|
13-3186327
|
|
(State
of Other Jurisdiction
|
(I.R.S.
Employer
|
|
of
Incorporation)
|
Identification
Number)
|
2500
Plaza 5, Harborside Financial Center
Jersey
City, NJ 07311
201-633-4725
Check
whether the Registrant (1) has filed all reports required by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the Registrant was required to file such reports) and
(2) has been subject to such filing requirements for the past 90
days:
Yes
x
No
¨
Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit
and post such files). Yes
¨
No
x
Indicate by check mark whether the
Registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes
¨
No
x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check One)
Large accelerated filer
¨
Accelerated
filer
¨
Non-accelerated
filer
¨
Small
reporting company
x
Indicate
the number of shares outstanding of each of the Registrant's classes of common
stock, as of the latest practicable date:
February
12, 2010
Common
Stock: 16,052,896
TABLE
OF CONTENTS
|
|
FINANCIAL
INFORMATION
|
|
|
ITEM
1.
|
FINANCIAL
STATEMENTS
|
2
|
|
CONDENSED
CONSOLIDATED BALANCE SHEETS AT SEPTEMBER 30, 2009
AND DECEMBER 31, 2009 – UNAUDITED
|
2
|
|
|
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THREE MONTHS ENDED
DECEMBER 31, 2009 AND 2008– UNAUDITED
|
3
|
|
|
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOW FOR THE THREE
MONTHS ENDED DECEMBER 31, 2009 AMD 2008 – UNAUDITED
|
4
|
|
|
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
5-11
|
|
|
ITEM
2.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION &
OPERATIONS
|
12
|
|
RISK
FACTORS
|
16
|
|
|
ITEM
4T.
|
CONTROLS
AND PROCEDURES
|
17
|
|
PART
II
|
OTHER
INFORMATION
|
|
|
ITEM
1A.
|
LEGAL
PROCEEDINGS
|
17
|
|
ITEM
2.
|
UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
17
|
|
ITEM
3.
|
DEFAULTS
UPON SENIOR SECURITIES
|
17
|
|
ITEM
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
18
|
|
ITEM
5.
|
OTHER
INFORMATION
|
18
|
|
ITEM
6.
|
EXHIBITS
|
18
|
|
SIGNATURES
|
19
|
1
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
|
December
31, 2009
|
September
30, 2009
|
|||||||
|
ASSETS
|
||||||||
|
CURRENT
ASSETS
|
||||||||
|
Cash
|
$ | 185,582 | $ | 196,443 | ||||
|
Prepaid
expenses
|
- | 939 | ||||||
|
Finance
receivables - short term
|
46,434 | 47,050 | ||||||
|
Total
current assets
|
232,016 | 244,432 | ||||||
|
OTHER
ASSETS
|
||||||||
|
Finance
receivables - long-term
|
92,867 | 94,113 | ||||||
|
Total
other assets
|
92,867 | 94,113 | ||||||
|
TOTAL
ASSETS
|
$ | 324,883 | $ | 338,545 | ||||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
|
CURRENT
LIABILITIES
|
||||||||
|
Accrued
and other expenses
|
$ | 41,885 | $ | 37,798 | ||||
|
Total
current liabilities
|
41,885 | 37,798 | ||||||
|
STOCKHOLDERS' EQUITY
|
||||||||
|
Preferred
stock, par value $10 per share; 10,000,000 shares authorized in 2009 and
2008 and 0 shares issued and outstanding at December 31, 2009 and
September 30, 2009
|
- | - | ||||||
|
Common
stock, par value $.001 per share; 325,000,000 shares authorized in 2009
and 2008 and 16,052,896 shares issued and outstanding
at December 31, 2009 and September 30,
2009
|
16,053 | 16,053 | ||||||
|
Additional
paid-in capital
|
614,566 | 614,566 | ||||||
|
Accumulated
deficit
|
(347,621 | ) | (329,872 | ) | ||||
|
Total
stockholders' equity
|
282,998 | 300,747 | ||||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 324,883 | $ | 338,545 | ||||
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
2
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR
THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008
(UNAUDITED)
|
2009
|
2008
|
|||||||
|
REVENUES
|
||||||||
|
Financing
income
|
$ | 53,920 | $ | 77,951 | ||||
|
Service
income and other
|
2,800 | 8,785 | ||||||
|
Total
revenues
|
56,720 | 86,736 | ||||||
|
COSTS
AND EXPENSES
|
||||||||
|
Selling,
general and administrative
|
74,590 | 136,385 | ||||||
|
Total
costs and expenses
|
74,590 | 136,385 | ||||||
|
INCOME
(LOSS) FROM OPERATIONS
|
(17,870 | ) | (49,649 | ) | ||||
|
OTHER
INCOME (EXPENSES)
|
||||||||
|
Interest
income
|
121 | 1,429 | ||||||
|
Total
other income (expenses)
|
121 | 1,429 | ||||||
|
(LOSS)
BEFORE PROVISION FOR INCOME TAXES
|
(17,749 | ) | (48,220 | ) | ||||
|
PROVISION
FOR INCOME TAXES
|
- | - | ||||||
|
(LOSS)
APPLICABLE TO COMMON STOCK
|
$ | (17,749 | ) | $ | (48,220 | ) | ||
|
(LOSS)
PER COMMON SHARE, BASIC AND DILUTED
|
$ | (0.00 | ) | $ | (0.00 | ) | ||
|
WEIGHTED
AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED
|
16,052,896 | 16,052,896 | ||||||
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
3
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR
THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008
(UNAUDITED)
|
2009
|
2008
|
|||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net (loss)
|
$ | (17,749 | ) | $ | (48,220 | ) | ||
|
Adjustments
to reconcile net (loss) to net cash (used in)
operating activities:
|
||||||||
|
Changes
in Operating Assets and Liabilities
|
||||||||
|
Collections
applied to principal on finance receivables
|
1,862 | 21,426 | ||||||
|
Prepaid
Assets
|
939 | - | ||||||
|
Accrued
expenses
|
4,087 | 22,174 | ||||||
|
Net
cash (used in) operating activities
|
(10,861 | ) | (4,620 | ) | ||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
|
Purchase
of retired common stock
|
- | (25 | ) | |||||
|
Net
cash (used in) financing activities
|
- | (25 | ) | |||||
|
NET
(DECREASE) IN CASH
|
(10,861 | ) | (4,645 | ) | ||||
|
CASH
AND CASH EQUIVALENTS - BEGINNING OF YEAR
|
196,443 | 233,450 | ||||||
|
CASH
AND CASH EQUIVALENTS - END OF PERIOD
|
$ | 185,582 | $ | 228,805 | ||||
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION
|
||||||||
|
CASH
PAID DURING THE YEAR
|
||||||||
|
Interest
expense
|
$ | - | $ | - | ||||
|
Income
taxes
|
- | - | ||||||
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
4
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER
31, 2009 AND 2008 (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
(“GAAP”) 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,
2009 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.
|
|
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.” ASC 10-30 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 three months ended December 31, 2009 and 2008, 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.
5
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER
31, 2009 AND 2008 (UNAUDITED)
|
NOTE
1-
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
|
|
|
B.
|
FINANCE RECEIVABLES
(CONTINUED)
|
The
agreements to purchase the aforementioned receivables include general
representations and warranties from the sellers covering account holder death or
bankruptcy, and accounts settled or disputed prior to sale. The representation
and warranty period permitting the return of these accounts from the Company to
the seller is typically 90 to 180 days. Any funds received from the seller of
finance receivables as a return of purchase price are referred to as buybacks.
Buyback funds are simply applied against the finance receivable balance
received. They are not included in the Company’s cash collections from
operations nor are they included in the Company’s cash collections applied to
principal amount. Gains on sale of finance receivables, representing the
difference between sales price and the unamortized value of the finance
receivables, are recognized when finance receivables are sold.
Changes
in finance receivables for the three months ended December 31, 2009 were as
follows:
|
2009
|
||||
|
Balance
at beginning of year October 1, 2009
|
$ | 141,163 | ||
|
Acquisition
of finance receivables - net
|
- | |||
|
Cash
collections applied to principal
|
(1,862 | ) | ||
|
Sale
of portfolio - net of gain
|
- | |||
|
Balance
at the end of the period
|
$ | 139,301 | ||
|
Estimated
Remaining Collections ("ERC")*
|
$ | 175,220 | ||
*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 $53,920 and $77,951 for the periods ended December 31, 2009 and 2008
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. Currently no amortized costs
are below fair market value. Therefore, the Company has not recognized any
impairment for the finance receivables.
|
|
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.
6
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER
31, 2009 AND 2008 (UNAUDITED)
|
NOTE
1-
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
|
|
|
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 December 31, 2009 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.
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 GAAP 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.
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.
H.
RECENT ACCOUNT
PRONOUNCEMENTS
In June
2009, the FASB issued SFAS No. 166, “Accounting for Transfers of
Financial Assets, an amendment of SFAS No. 140” (SFAS 166). SFAS
No. 166 has not yet been superseded by FASB Accounting Standards Codification
Topic 105. SFAS 166 amends SFAS No. 140 to improve the relevance,
representational faithfulness, and comparability of the information that a
reporting entity provides in its financial reports about a transfer of financial
assets; the effects of a transfer on its financial position, financial
performance, and cash flows; and a transferor’s continuing involvement in
transferred financial assets. This Statement is effective as of the beginning of
each reporting entity’s first annual reporting period that begins after
November 15, 2009, for interim periods within that first annual reporting
period, and for interim and annual reporting periods thereafter. Earlier
application is prohibited. The recognition and measurement provisions of this
Statement shall be applied to transfers that occur on or after the effective
date. The Company is currently assessing the impact of the adoption of
SFAS 166.
7
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER
31, 2009 AND 2008 (UNAUDITED)
|
NOTE
1-
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
|
|
|
H.
|
RECENT ACCOUNT
PRONOUNCEMENTS (CONTINUED)
|
In June
2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation
No. 46(R)” (SFAS 167). SFAS No. 167 has not yet been superseded by
FASB Accounting Standards Codification Topic 105. SFAS 167 amends certain
requirements of FASB Interpretation No. 46 (revised December 2003),
Consolidation of Variable Interest Entities, to improve financial reporting by
enterprises involved with variable interest entities and to provide more
relevant and reliable information to users of financial statements. This
Statement is effective as of the beginning of each reporting entity’s first
annual reporting period that begins after November 15, 2009, for interim
periods within that first annual reporting period, and for interim and annual
reporting periods thereafter.
On
June 2009, the FASB issued ASC 105-10, “The FASB Accounting Standards
Codification TM and the Hierarchy of Generally Accepted Accounting Principles—a
replacement of FASB Statement No. 162” (“SFAS 162”). Under ASC 105-10, the
FASB Accounting Standards Codification will become the source of authoritative
U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to
be applied by nongovernmental entities. On the effective date of this statement,
the Codification will supersede all existing non-SEC accounting and reporting
standards. This standard is effective for financial statements issued for
interim and annual periods ending after September 15, 2009. The adoption of
ASC 105-10 did not have a material impact on the Company’s financial position or
results of operations.
|
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
December 31, 2009 and September 30, 2009, the Company had no options outstanding
under this plan.
8
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER
31, 2009 AND 2008 (UNAUDITED)
|
NOTE
3-
|
WARRANTS
|
The
Company issued warrants during the year 2004. At December 31, 2009 and September
30, 2009, respectively, the Company had 946,000 warrants outstanding exercisable
at approximately $.0075 per warrant per share. 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 three months ended December 31, 2009 and
2008.
Due to
the uncertainty of utilizing the approximate $347,621 and $243,552 in net
operating losses, for the three months ended December 31, 2009 and 2008
respectively, and recognizing the deferred tax assets, an offsetting valuation
allowance
has been established. The losses are available to offset future taxable income
through 2030.
|
December 31,
|
December 31,
|
|||||||
|
2009
|
2008
|
|||||||
|
Deferred
tax assets
|
$ | 121,667 | $ | 85,243 | ||||
|
Less:
valuation
|
(121,667 | ) | (85,243 | ) | ||||
|
Totals
|
$ | - | $ | - | ||||
9
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER
31, 2009 AND 2008 (UNAUDITED)
|
NOTE
5-
|
STOCK HOLDERS’
EQUITY
|
COMMON
STOCK
There
were 325,000,000 shares of common stock authorized, with 16,052,896 shares
issued and outstanding at December 31, 2009 and September 30, 2009. The par
value for the common stock is $.001 per share.
The
following details the stock transactions for the three months ended December 31,
2009 and 2008.
During
the quarter ended September 30, 2008 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. The shares were accounted for as treasury stock as
of September 30, 2008. During the quarter ended December 31, 2008 the
Company retired these treasury shares.
There
were no common stock transactions for the three months ended December 31,
2009.
PREFERRED
STOCK
|
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 year ended December 31, 2009 and 2008 were $2,800 and $8,075
respectively.
|
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:
10
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER
31, 2009 AND 2008 (UNAUDITED)
|
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 December 31,
2009.
|
Assets
|
Level I
|
Level II
|
Level III
|
Total
|
||||||||||||
|
Finance
receivables
|
- | - | 139,301 | 139,301 | ||||||||||||
|
Total
Assets
|
- | - | 139,301 | 139,301 | ||||||||||||
|
Liabilities
|
- | - | - | - | ||||||||||||
|
Total
Liabilities
|
- | - | - | - | ||||||||||||
|
NOTE
8-
|
SUBSEQUENT
EVENTS
|
Management
has evaluated all subsequent events occurring since September 30, 2009 through
February 12, 2010. There have been no subsequent events that would require
changes to the accompanying financial statements or disclosure therein other
than what is noted above.
11
ITEM
2.
MANAGEMENT’S
DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
This
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” should be read in conjunction with “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” in the Annual Report
on Form 10K as of and for the year ended September 30, 2009 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.
RESULTS
OF OPERATIONS
Overview
The
Company is engaged in the purchase and recovery of defaulted consumer
receivables. These receivables are acquired at deep discounts and outsourced for
collections on a contingency basis. The Company also manages Ramco Income Fund,
Ltd, a Bermuda domiciled mutual fund. The Company is no longer acquiring any
portfolios and is seeking to merge with or acquire another operating entity
seeking to go public via reverse merger. There is no assurance that the company
will succeed in such a merger or acquisition.
|
Three Months Ended December 31, 2009
|
||||||||||||||||
|
2009
|
2008
|
$ Change
|
% Change
|
|||||||||||||
|
Net
Collections (excluding sale)
|
$ | 53,961 | $ | 98,216 | $ | (44,255 | ) | -45 | % | |||||||
|
Finance
Income
|
$ | 53,920 | $ | 77,951 | $ | (24,031 | ) | -31 | % | |||||||
|
Servicing
Income
|
$ | 2,800 | $ | 8,785 | $ | (5,985 | ) | -68 | % | |||||||
|
Operating
Expenses
|
$ | 74,590 | $ | 136,385 | $ | (61,795 | ) | -45 | % | |||||||
|
Net
Income (Loss)
|
$ | (17,749 | ) | $ | (48,220 | ) | $ | 30,471 | -161 | % | ||||||
12
Revenue
During
the quarter ended December 31, 2009, the Company had a net loss of ($17,749) on
revenue of $56,720 versus a net loss of ($48,220) and revenue of $86,736 quarter
ended December 31, 2008. Total revenue for the quarter ended December 31, 2009
included finance income of $53,920 and servicing income of $2,800 versus finance
income of $77,951 and servicing income of $8,785 during the quarter ended
December 31, 2008. Finance income declined by approximately 31% or $24,031 and
servicing income declined by 68% or $5,985 during the quarter ended December 31,
2009 when compared to quarter ended December 31, 2008. Servicing income has been
declining due to run-off of portfolios held in Ramco Income Fund and another
special purpose vehicle (SPV). The company collected $53,961 during the quarter
ended December 31, 2009 versus $98,216 during the quarter ended December 31,
2008. Cash collections continue to decline due to tough economic environment and
lack of investments in new portfolios.
Operating
Expenses
Total
operating expenses for the three month ended December 31, 2009 were $74,590
compared to $136,385 for the three month ended December 31, 2008. The Company
continues to reduce operating expenses in light of declining recoveries and lack
of investments in new portfolios.
Rent and
Occupancy
Rent and
occupancy expenses were $10,059 for the three months ended December 31, 2009
versus $9,410 for the three months ended December 31, 2008.
Depreciation
The
Company did not record any depreciation expense for the three months ended
December 31, 2009.
Purchase
of Defaulted Receivables
During
the quarters ended December 31, 2009 and December 31, 2008, the Company did not
acquire any portfolios.
Portfolio
Data
The
following table shows the Company’s portfolio buying activity during the
quarter, among other things, the purchase price, actual cash collections and
estimated cash collection as of December 31, 2009.
|
Purchase Period
|
Purchase Price(1)
|
Actual Cash Collection (2)
|
Estimated (3)
|
|||||||||
|
12/31/2003
|
$ | 569,070 | $ | 1,822,975 | $ | 12,973 | ||||||
|
4/11/2005
|
$ | 375,000 | $ | 531,316 | $ | 21,000 | ||||||
|
7/25/2005
|
$ | 177,668 | $ | 314,495 | $ | 3,642 | ||||||
|
4/7/2006
|
$ | 331,974 | $ | 389,357 | $ | 20,961 | ||||||
|
12/31/04-12/20/06
|
$ | 780,875 | $ | 1,305,102 | $ | 55,075 | ||||||
|
1/7/2007
|
$ | 324,248 | $ | 404,167 | $ | 27,569 | ||||||
|
10/4/2007
|
$ | 201,982 | $ | 34,510 | $ | 34,000 | ||||||
(
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.
13
|
(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.
|
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 6 collection agencies and several law
firms in the U.S. and U.K. The average contingent collections fee is
approximately 25% which is expected to rise during the later years of recovery.
The Company records revenues net of all collection fees.
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.
Liquidity
and Capital Resources
As of
December 31, 2009, the Company had a working capital of $190,131 versus working
capital of $206,634 during the quarter ended December 31, 2008. The decrease in
working capital is largely due to declining collections and servicing fees and
will continue to decline for the same reasons. The Company
believes that funds generated from operations, resale of portfolios together
with existing cash will be sufficient to finance its operations for the
foreseeable future. At the end of three month ended December 31, 2009, the
Company had net cash of $185,582 versus net cash of $196,443 at the end of
quarter ended December 31, 2008. Net cash used by operating activities was
($10,861) versus net cash used by operating activities of ($4,620) for the three
months ended December 31, 2008. There were no cash flows from financing
activities in comparable quarters.
Cash
generated from operations is depended upon the Company’s ability to collect on
its defaulted consumer receivables. Many factors, including the economy,
purchase price and the Company’s ability to retain the services of its recovery
partners, are essential to generate cash flows. Fluctuations in these factors
that cause a negative impact on the Company’s business could have a material
negative impact on its expected future cash flows. During the quarter, the
Company generated approximately $53,920 and collected $2,800 from servicing fees
versus $98,216 from collections and $8,785 from servicing compared during the
quarter ended December 31, 2008. Cash collections will continue to decline due
to a difficult economic environment, lack of portfolio investments and impaired
ability to resell portfolios in the secondary market.
The
Company believes that funds generated from operations, together with existing
cash will be sufficient to finance its operations for the foreseeable future The
Company has begun a strategic review of operations and is exploring the
possibility of non-strategic acquisition or merger with another operating
company.
Income
Taxes
We did
not record any income tax provision for the three months ended December 31,
2009.
Contractual
Obligation
The
Company entered into a 12 month lease with H&Q Global Services at $2,800 per
month plus variable expenses that include telecommunication, copier, postage and
delivery charges. This lease expires on March 31, 2010 and the Company is in the
process of evaluating other lease options.
14
Market
Outlook for Charged-off Receivables
Recently
there has been a substantial inflow of capital into this business which has
resulted in significant increase in prices paid. Prices have started to come
down due to a tighter credit environment and declining quality of consumer
credit.
Any
pronounced correction will force many too sell their remaining portfolios and
exit the market considering the payback periods have been stretched due to high
prices paid.
Critical
Accounting Policy & Estimates
Our
Management’s Discussion and Analysis of Financial Condition and Results of
Operations section discusses our condensed consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States of America as promulgated by the Public Company
Accounting Oversight Board. The preparation of these financial statements
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements and
the reported amount of revenues and expenses during the reporting period. On an
ongoing basis, management evaluates its estimates and judgments, including those
related to revenue recognition, accrued expenses, financing operations, and
contingencies and litigation. Management bases its estimates and judgments on
historical experience and on various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions and conditions. The most significant
accounting estimates inherent in the preparation of our financial statements
include estimates as to the appropriate carrying value of certain assets and
liabilities which are not readily apparent from other sources. These accounting
policies are described at relevant sections in this discussion and analysis and
in the condensed consolidated financial statements included in this quarterly
report.
The
Company utilizes the interest method under guidance provided by the Financial
Accounting Standards Board Accounting Standards Certification (“ASC”) 310-30 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.
OFF-BALANCE
SHEET ARRANGEMENTS
The
Company has no off-balance sheet arrangements
15
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.
The
risks, uncertainties and assumptions may include the following:
|
|
§
|
Due
to an inability to raise capital and a deep recession, the Company decided
not to make new investments and has subsequently been in a run-off mode.
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.
|
|
|
§
|
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;
|
|
|
§
|
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.
|
16
|
ITEM
4T.
|
CONTROLS
AND PROCEDURES
|
Evaluation of disclosure controls and
procedures
The term
“ disclosure controls and procedures “ is defined in Rules 13(a)-15e and 15(d) -
15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act). Our
principal executive officer and principal financial officer have evaluated the
effectiveness of our disclosure controls and procedures as of December 31, 2009.
They have concluded that, as of December 31, 2009 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 December 31, 2009 our disclosure and procedures
were effective in ensuring that required information will be disclosed on a
timely basis in our reports filed under the exchange act.
CHANGES IN INTERNAL CONTROL
OVER FINANCIAL REPORTING
No
changes in the Company’s internal control over financial reporting have come to
management’s attention during the Company’s last fiscal quarter that have
materially affected, or are likely to materially affect, the Company’s internal
control over financial reporting.
OTHER
INFORMATION
|
ITEM
1.
|
LEGAL
PROCEEDINGS
|
Not
Applicable.
|
ITEM
2.
|
UNREGISTERED
SALE OF EQUITY SECURITIES AND USE OF
PROCEEDS
|
Not
Applicable
|
ITEM
3.
|
DEFAULTS
UPON SENIOR SECURITIES
|
Not
Applicable.
17
|
ITEM
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY
HOLDERS
|
Not
Applicable.
|
ITEM
5.
|
OTHER
INFORMATION
|
Not
Applicable
|
ITEM
6.
|
EXHIBITS
|
Exhibits:
|
Exhibit
|
||
|
Number
|
Description
|
|
|
31.1
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
|
32.1
|
Certification
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
18
SIGNATURES
In
accordance with the requirements of the Exchange Act, the Company has caused
this report to be signed by the undersigned, thereunto duly
authorized.
|
RECEIVABLE ACQUISITION &
MANAGEMENT
CORPORATION |
||
|
||
|
Date: February
12, 2010
|
||
|
By:
|
/s/ Max
Khan
|
|
|
Max
Khan
|
||
|
Chief
Executive Officer
|
||
|
Chief
Financial Officer
|
||
|
Director
|
In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated:
|
|
|
|
/s/ Max Khan
|
|
|
By: Max
Khan
|
|
|
Chief
Executive Officer,
|
|
|
Chief
Financial Officer and Director
|
|
|
Date: February
12, 2010
|
19
TABLE OF CONTENTS
Part IItem 1. Financial Statements 2Item 2. Management S Discussion and Analysis Of Financial Condition & Operations 12Item 4T. Controls and Procedures 17Part II Other InformationPart IIItem 1A. Legal Proceedings 17Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds 17Item 3. Defaults Upon Senior Securities 17Item 4. Submission Of Matters To A Vote Of Security Holders 18Item 5. Other Information 18Item 6. Exhibits 18Note 1- Summary Of Significant Accounting PoliciesNote 1- Summary Of Significant Accounting Policies (continued)Note 2- Stock OptionsNote 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 4T. Controls and ProceduresItem 1. Legal ProceedingsItem 2. Unregistered Sale Of Equity Securities and Use Of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Submission Of Matters To A Vote Of Security HoldersItem 5. Other InformationItem 6. Exhibits