UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
x
QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
1-9370
(COMMISSION
FILE NUMBER)
FOR
THE QUARTERLY PERIOD JUNE 30, 2010
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)
|
2
Executive Drive
Fort Lee,
NJ 07024
201-677-8904
Check
whether the Registrant (1) has filed all reports required by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the Registrant was required to file such reports) and
(2) has been subject to such filing requirements for the past 90 days:
Yes
x
No
o
Indicate
by check mark whether the registrant 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
o
No
o
Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes
o
No
x
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
o
Accelerated
filer
o
Non-accelerated
filer
o
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:
Aug 9,
2010
Common
Stock: 16,052,896
TABLE
OF CONTENTS
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FINANCIAL
INFORMATION
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|||
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ITEM
1.
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FINANCIAL
STATEMENTS
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||
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CONDENSED
CONSOLIDATED BALANCE SHEETS AT SEPTEMBER 30, 2009 AND JUNE 30,
2010–UNAUDITED
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4
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|||
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CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS FOR NINE & THREE
MONTHS ENDED JUNE 30, 2010 AND 2009–UNAUDITED
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5
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|||
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CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOW FOR
THE NINE MONTHS ENDED JUNE 30, 2010 AND
2009–UNAUDITED
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6
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|||
|
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
7-13
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|||
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ITEM
2.
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MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF
OPERATIONS
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14
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||
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RISK
FACTORS
|
18
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|||
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ITEM
3.
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QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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19
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ITEM
4T.
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CONTROLS
AND PROCEDURES
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19
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PART
II
|
OTHER
INFORMATION
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20
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||
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ITEM
1A.
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LEGAL
PROCEEDINGS
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20
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||
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ITEM
2.
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UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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20
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||
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ITEM
3.
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DEFAULTS
UPON SENIOR SECURITIES
|
20
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||
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ITEM
4.
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(REMOVED
AND RESERVED)
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20
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||
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ITEM
5.
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OTHER
INFORMATION
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20
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||
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ITEM
6.
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EXHIBITS
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20
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||
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SIGNATURES
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21
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2
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
|
PAGE(S)
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||||
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FINANCIAL
STATEMENTS:
|
||||
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Condensed
Consolidated Balance Sheets as of June 30, 2010 (Unaudited) and Year Ended
September 30, 2009
|
4 | |||
|
Condensed
Consolidated Statements of Operations for the nine months ended June 30,
2010 and 2009 (Unaudited)
|
5 | |||
|
Condensed
Consolidated Statements of Cash Flows for the nine months ended June 30,
2010 and 2009 (Unaudited)
|
6 | |||
|
Notes
to Condensed Consolidated Financial Statements
|
7-13 | |||
3
|
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
|
|||||||||||
|
|
|
June
30,
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September
30,
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|||||||
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2010
|
2009
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|||||||
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(Unaudited)
|
||||||||
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ASSETS
|
||||||||
|
CURRENT
ASSETS
|
||||||||
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Cash
|
$ | 174,437 | $ | 196,443 | ||||
|
Prepaid
Expenses
|
2,000 | 939 | ||||||
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Finance
receivables - short term
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22,811 | 47,050 | ||||||
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Total
current assets
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199,248 | 244,432 | ||||||
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OTHER
ASSETS
|
||||||||
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Finance
receivables - long-term
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45,621 | 94,113 | ||||||
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Total
other assets
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45,621 | 94,113 | ||||||
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TOTAL
ASSETS
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$ | 244,869 | $ | 338,545 | ||||
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LIABILITIES AND
STOCKHOLDERS' EQUITY
|
||||||||
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CURRENT
LIABILITIES
|
||||||||
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Accrued
and other expenses
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$ | 53,878 | $ | 37,798 | ||||
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Total
current liabilities
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53,878 | 37,798 | ||||||
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STOCKHOLDERS' EQUITY
|
||||||||
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Preferred
stock, par value $10 per share; 10,000,000 shares authorized and 0 shares
issued and outstanding at June 30, 2010 and September 30,
2009
|
- | - | ||||||
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Common
stock, par value $.001 per share; 325,000,000 shares authorized and
16,052,896 shares issued and
outstanding at June 30, 2010 and September 30,
2009
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16,053 | 16,053 | ||||||
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Additional
paid-in capital
|
632,148 | 614,566 | ||||||
|
Retained
earnings (accumulated deficit)
|
(457,210 | ) | (329,872 | ) | ||||
|
Total
stockholders' equity
|
190,991 | 300,747 | ||||||
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TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 244,869 | $ | 338,545 | ||||
The
accompanying notes are an integral part of the condensed consolidated financial
statements.
4
|
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
|
|
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
|
|
FOR
THE NINE AND THREE MONTHS ENDED JUNE 30, 2010 AND
2009
|
|
FOR THE NINE
MONTHS
ENDED
JUNE
30,
|
FOR
THE THREE
MONTHS
ENDED
JUNE
30,
|
|||||||||||||||
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2010
|
2009
|
2010
|
2009
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|||||||||||||
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REVENUES
|
||||||||||||||||
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Financing
income
|
$ | 131,976 | $ | 188,422 | $ | 25,912 | $ | 55,629 | ||||||||
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Service
income and other
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11,440 | 18,973 | 1,760 | 4,257 | ||||||||||||
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Total
revenues
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143,416 | 207,395 | 27,672 | 59,886 | ||||||||||||
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COSTS
AND EXPENSES
|
||||||||||||||||
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Selling,
general and administrative
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209,747 | 284,402 | 61,868 | 47,294 | ||||||||||||
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Total
costs and expenses
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209,747 | 284,402 | 61,868 | 47,294 | ||||||||||||
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INCOME
(LOSS) FROM OPERATIONS
|
(66,311 | ) | (77,008 | ) | (34,196 | ) | 12,592 | |||||||||
|
OTHER
INCOME
|
||||||||||||||||
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Other
income (loss)
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(61,301 | ) | - | (61,301 | ) | - | ||||||||||
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Interest
income
|
294 | 2,218 | 67 | 291 | ||||||||||||
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Total
other income
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(61,007 | ) | 2,218 | (61,234 | ) | 291 | ||||||||||
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LOSS
BEFORE PROVISION FOR INCOME TAX
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$ | (127,338 | ) | $ | (74,789 | ) | $ | (95,430 | ) | $ | 12,883 | |||||
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PROVISION
FOR INCOME TAXES
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- | - | - | - | ||||||||||||
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NET
INCOME (LOSS)
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$ | (127,338 | ) | $ | (74,789 | ) | $ | (95,430 | ) | $ | 12,883 | |||||
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INCOME
(LOSS) PER COMMON SHARE, BASIC
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$ | (0.01 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | 0.00 | |||||
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INCOME
(LOSS) PER COMMON SHARE, FULLY DILUTED
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | 0.00 | |||||
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WEIGHTED
AVERAGE SHARES OUTSTANDING, BASIC
|
16,052,896 | 16,052,896 | 16,052,896 | 16,052,896 | ||||||||||||
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WEIGHTED
AVERAGE SHARES OUTSTANDING, DILUTED
|
16,052,896 | 16,052,896 | 16,052,896 | 16,998,896 | ||||||||||||
The
accompanying notes are an integral part of the condensed consolidated financial
statements.
5
|
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
|
|
|
|
FOR
THE NINE MONTHS ENDED JUNE 30, 2010 AND
2009
|
|
2010
|
2009
|
|||||||
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CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net
Income (Loss)
|
$ | (127,338 | ) | $ | (74,789 | ) | ||
|
Adjustments to reconcile net
loss to
net cash
used in operating activities:
|
||||||||
|
Impairment
charge relating to finance receivables.
|
61,301 | - | ||||||
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Options
issued for compensation
|
17,581 | - | ||||||
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Changes
in Certain Assets and Liabilities
|
||||||||
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Collections
applied to principal on finance receivables
|
11,430 | 32,749 | ||||||
|
(Increase)
in prepaid expenses
|
(1,061 | ) | - | |||||
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Increase
(decrease) accrued expenses
|
16,081 | (3,223 | ) | |||||
|
Net
cash provided by (used in) operating activities
|
(22,006 | ) | (45,263 | ) | ||||
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CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
|
Repurchase
of common stock
|
- | (25 | ) | |||||
|
Net
cash (used in) financing activities
|
- | (25 | ) | |||||
|
NET
DECREASE IN CASH
|
(22,006 | ) | (45,288 | ) | ||||
|
CASH
AND CASH EQUIVALENTS - BEGINNING OF PERIOD
|
196,443 | 233,450 | ||||||
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CASH
AND CASH EQUIVALENTS - END OF PERIOD
|
$ | 174,437 | $ | 188,162 | ||||
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION
|
||||||||
|
CASH
PAID DURING THE PERIOD
|
||||||||
|
Interest
expense
|
$ | - | $ | - | ||||
|
Income
taxes
|
$ | - | $ | - | ||||
The
accompanying notes are an integral part of the condensed consolidated financial
statements.
6
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2010 AND 2009 (UNAUDITED)
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, filed with the Company’s Form 10-K. 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,” which 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 nine months ended June 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. The Company does not
maintain an allowance for credit losses.
7
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2010 AND 2009 (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 nine months ended June 30, 2010 were as
follows:
|
2010
|
|
|||
|
Balance
at beginning of year October 1, 2009
|
$ | 141,163 | ||
|
Acquisition
of finance receivables - net
|
- | |||
|
Cash
collections applied to principal
|
(11,430 | ) | ||
|
Receivable
writedown
|
(61,301 | ) | ||
|
Sale
of portfolio - net of gain
|
- | |||
|
Balance
at the end of the period
|
$ | 68,432 | ||
|
Estimated
Remaining Collections ("ERC")*
|
$ | 68,432 | ||
*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 $131,976 and $188,422 for the periods ended June 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. 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.
8
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2010 AND 2009 (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 six months or less to be cash or cash
equivalents. There were no cash equivalents as of June 30, 2010 and September
30, 2009.
The
Company maintains cash 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 anti-dilutive for periods
presented. There were 750,000 stock options issued on June 25, 2010 which are
not included in the calculation of fully diluted loss per common share for the
three and nine months ended June 30, 2010 as they are anti-dilutive. The
946,000 warrants discussed in Note 3 are included in the computation
of fully diluted earnings per share for the three months ended June 30, 2009,
but not included in the computation of fully diluted loss per share for the nine
months then ended as they are anti-dilutive.
9
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2010 AND 2009 (UNAUDITED)
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
flow.
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
ninety 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 Board of Directors, whichever is shorter. At September
30, 2009 the Company had no options outstanding under this
plan.
On June
25, 2010, the Company issued 750,000 stock options to one
employee. This was the first time the Company issued stock under the
aforementioned stock option plan. The weighted average fair value for
the options granted during the three months ended June 30, 2010 was $0.02 per
option. The fair value of each option grant is estimated on the date
of grant using the Black-Scholes option-pricing model with the following
assumptions shown as a weighted average:
|
For
the Three Months Ended June 30, 2010
|
||
|
Expected
Option Lives
|
1
Year
|
|
|
Risk-free
interest rates
|
.290%
|
|
|
Expected
volatility
|
239.6%
|
|
|
Dividend
yield
|
0.0%
|
At June
30, 2010 and September 30, 2009, the Company had 750,000 and 0 options
outstanding under this plan. All options were exercisable and fully vested at
grant date.
Included in selling, general, and administrative expenses in the
accompanying condensed consolidated statements of operations is the
following amount of stock based compensation for the three and six
months ended June 30, 2010: $17,600.
10
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2010 AND 2009 (UNAUDITED)
The
Company issued warrants during the year 2004. At June 30, 2010 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.
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 nine months ended June 30, 2010 and
2009.
Due to
the uncertainty of utilizing the approximate $
457,210 and $270,121 in
net operating losses, nine months ended June 30, 2010 and 2009 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.
|
June
30,
2010
|
June
30,
2009
|
|||||||
|
Deferred
tax assets
|
$ | 160,024 | $ | 94,542 | ||||
|
Less:
valuation allowance
|
(160,024 | ) | (94,542 | ) | ||||
|
Totals
|
$ | - | $ | - | ||||
The
valuation allowance increased $65,482 and $ 32,890 during the nine months ended
June 30, 2010 and 2009.
11
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2010 AND 2009 (UNAUDITED)
COMMON
STOCK
There
were 325,000,000 shares of common stock authorized, with 16,052,896 shares
issued and outstanding at June 30, 2010 and September 30, 2009. The par value
for the common stock is $.001 per share.
The
following details the stock transactions for the nine months ended June 30, 2010
and 2009.
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
nine months ended June 30, 2010.
PREFERRED
STOCK
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 June 30, 2010 and 2009 were $11,440 and $18,973
respectively.
12
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2010 AND 2009 (UNAUDITED)
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:
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 June 30,
2010.
|
Level
1
|
Level
2
|
Level
3
|
Total
|
|||||||||||||
|
Assets
|
||||||||||||||||
|
Finance
receivables
|
- | - | $ | 68,432 | $ | 68,432 | ||||||||||
|
Total
Assets
|
- | - | $ | 68,432 | $ | 68,432 | ||||||||||
|
Liabilities
|
- | - | - | - | ||||||||||||
|
Total
Liabilities
|
- | - | - | - | ||||||||||||
The
Company entered into a two year sublease on March 31, 2010 which includes rent,
internet, and telephone at $2,000 per month which expires on March 31,
2012.
13
ITEM
2.
MANAGEMENTS’S
DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
This
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” should be read in conjunction with “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” in the Annual Report
on Form 10-K as of and for the year ended September 30, 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.
|
2010
|
2009
|
$
Change
|
%
Change
|
|||||||||||||
|
Net
Collections (excluding sale)
|
$ | 30,189 | $ | 59,455 | $ | (29,266 | ) | -49.22 | % | |||||||
|
Finance
Income
|
$ | 25,912 | $ | 55,629 | $ | (29,717 | ) | -53 | % | |||||||
|
Servicing
Income
|
$ | 1,760 | $ | 4,257 | $ | (2,497 | ) | -59 | % | |||||||
|
Operating
Expenses
|
$ | 61,868 | $ | 47,294 | $ | 14,574 | 31 | % | ||||||||
|
Net
Income (Loss)
|
$ | (95,430 | ) | $ | 12,883 | $ | (108,313 | ) | -841 | % | ||||||
14
Revenue
The
Company generated $27,672 in revenue and had a net loss of ($95,430) during the
quarter ended June 30, 2010 versus net income of $12,883 on revenue of $59, 886
during the quarter ended June 30, 2009. For the nine months ended June 30, 2010,
the company had a net loss of ($127,338) on revenue of $143,416 versus net loss
of ($74,789) on revenue of $207,395 during the nine months ended June 30, 2009.
Total revenue for the quarter ended June 30, 2010 included finance income of
$25,912 and servicing income of $1,760 versus finance income of $55,629 and
servicing income of $4,257 during quarter ended June 30, 2009. Finance income
during the quarter ended June 30, 2010 declined by 53% or $29,717 compared to
the quarter ended June 30, 2009. Servicing income declined by 59% or $2,497
compared to the quarter ended June 30, 2009. Servicing income largely came from
servicing of portfolios other than from Ramco Income Fund managed by the Company
and is expected to decline during subsequent quarters due to additional
redemptions of shares in Ramco Income Fund and declining recoveries from two
other managed portfolios. During the nine months ended June 30, 2010, finance
income declined by approximately 30% or $56,446 and servicing income declined by
approximately 40% or $7,535 compared to nine months ended June 30, 2009. During
the quarter ended June 30, 2010 the company collected $30,189 versus $59,455 in
the quarter ended June 30, 2009. The Company has not invested in new portfolios
since September 2007 and is essentially in a run-off mode with respect to
current receivables.
Operating
Expenses
During
the quarter ended June 30, 2010, total operating expenses increased by 31% or
$14,574 to $61,868 from $47,294 during the quarter ended June 30, 2009. The
operating expenses include a $17,581 charge for options issued as compensation.
The Company expects to maintain the current level of expenses going
forward.
Rent
and Occupancy
Rent and
occupancy expenses were $6,312 during the quarter ended June 30, 2010 versus
$9,635 during the quarter ended June 30, 2009.
Depreciation
The
Company did not record any depreciation expense for the nine months ended June
30, 2010.
Purchase
of Defaulted Receivables
During
the quarters ended June 30, 2010 and June 30, 2009, the Company did not purchase
any portfolio of receivables. The Company has ceased investing in new portfolios
since September 2010.
Recovery
Partners
The
Company outsources all its recovery activities to carefully selected debt
collection agencies and network of collection attorneys with specific collection
expertise. The Company is currently using four collection agencies and several
law firms in the U.S. and U.K.
15
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
June 30, 2010, the Company had working capital of $170,294 versus $223,370
versus at the end of quarter ended June 30, 2009. The decline is in line with
declining collections due to lack of new investments and write-down of
receivables totaling $61,301. The Company believes that funds generated from
operations, together with existing cash will be sufficient to finance its
operations for the next twelve months. For the nine months ended June 30, 2010,
the Company had net cash of $174,437 versus net cash of $188,162 at the end of
nine months ended June 30, 2009. Net cash used in operating activities was
($22,006) during the nine months ended June 30, 2010 versus ($45,263) during the
nine months ended June 30, 2009. There was no net cash used in financing
activities during the nine months ended June 30, 2010 versus ($25) during the
nine months ended June 30, 2009. The Company did not raise any capital through
issuance of securities during the nine month ended June 30, 2010.
Cash
generated from operations is depended upon the Company’s ability to collect on
its defaulted consumer receivables. Many factors, including the economy,
purchase price and the Company’s ability to retain the services of its recovery
partners, are essential to generate cash flows. Fluctuations in these factors
that cause a negative impact on the Company’s business could have a material
negative impact on its expected future cash flows. During the quarter ended June
30, 2010, the Company generated approximately $25,912 from collections and
$1,760 from servicing versus $55,629 from collections and $4,257 from servicing
versus June 30, 2009.
The
Company believes that funds generated from operations, together with existing
cash will be sufficient to finance its operations for the foreseeable
future
Income
Taxes
The
Company did not record any provision for taxes for the nine month ended June 30,
2009.
Contractual
Obligation
The
Company entered into a 24 month lease at $2,000 per month which includes
broadband and telephone. The lease expires on March 31,
2012.
16
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. 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.
17
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.
|
18
The
Registrant is not required to provide the information called for in this Item 3
due to its status as a Smaller Reporting Company.
Evaluation
of disclosure controls and procedures
The term
“ disclosure controls and procedures “ is defined in Rules 13(a)-15e and 15(d) -
15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act). Our
principal executive officer and principal financial officer have evaluated the
effectiveness of our disclosure controls and procedures as of June 30, 2010.
They have concluded that, as of June 30, 2010 that our disclosures were
effective to ensure that:
|
(1)
|
That
information required to be disclosed by the Company in reports that it
files or submits under the act is recorded, processed, summarized and
reported, within the time periods specified in the Commissions’ rules and
forms, and
|
|
(2)
|
Controls
and procedures are designed by the Company to ensure that information
required to be disclosed by Receivable Acquisition & Management
Corporation Inc. in the reports it files or submits under the Act is
accumulated and communicated to the issuer’s management including the
principal executive and principal financial officers or persons performing
similar functions, as appropriate to allow timely decisions regarding
financial disclosure.
|
This term
refers to the controls and procedures of a Company that are designed to ensure
that information required to be disclosed by a Company in the reports that it
files under the Exchange Act is recorded, processed, summarized and reported
within the required time periods. Our principal executive officer and principal
financial officer have evaluated the effectiveness of our disclosure controls
and procedures as of the end of the period covered by this quarterly report.
They have concluded that, as of June 30, 2010 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.
19
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.
|
ITEM
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY
HOLDERS
|
Not
Applicable.
|
ITEM
5.
|
OTHER
INFORMATION
|
Not
Applicable
None.
There
were no material changes to the procedures by which security holders may
recommend nominees to the registrant’s board of directors.
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.
|
20
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: Aug
16, 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:
|
|
|||
|
Date: Aug
16, 2010
|
By:
|
/s/ Max Khan | |
| Max Khan | |||
|
Chief
Executive Officer,
|
|||
|
Chief
Financial Officer and Director
|
21
TABLE OF CONTENTS
Part IItem 1. Financial StatementsItem 2. Management S Discussion and Analysis Of Financial Condition & Results Of Operations 14Item 3. Quantitative and Qualitative Disclosures About Market Risk 19Item 4T. Controls and Procedures 19Part II Other Information 20Part IIItem 1A. Legal Proceedings 20Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds 20Item 3. Defaults Upon Senior Securities 20Item 4. (removed and Reserved) 20Item 5. Other Information 20Item 6. Exhibits 20Note 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 8- CommitmentsItem 2. Managements S Discussion & Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 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