PwrCor, Inc. - Quarter Report: 2008 March (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
x QUARTERLY
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
1-9370
(COMMISSION
FILE NUMBER)
FOR
THE QUARTERLY PERIOD MARCH 31, 2008
FOR
RECEIVABLE
ACQUISITION & MANAGEMENT CORPORATION
(Exact
Name of Registrant as Specified in the Charter)
DELAWARE
|
13-3186327
|
(State
of Other Jurisdiction
|
(I.R.S.
Employer
|
of
Incorporation)
|
Identification
Number)
|
2500
Plaza 5
Harborside
Financial Center
Jersey
City, NJ 07311
201-633-4715
Check
whether the Registrant (1) has filed all reports required by Section 13 or
15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the Registrant was required to file such reports)
and
(2) has been subject to such filing requirements for the past 90 days:
Yes x No o
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) Yes o No x
As
of May
15, 2008, there were 17,100,153 shares of the Registrant’s Common Stock, $0.001
par value per share, outstanding.
Transitional
Small Business Disclosure Format Yes o No x
ITEM
1. FINANCIAL STATEMENTS
RECEIVABLE
ACQUISITION & MANAGEMENT CORPORATION
FOR
THE QUARTERLY PERIOD ENDED MARCH 31, 2008
TABLE
OF CONTENTS
PART
I
|
FINANCIAL
INFORMATION
|
3
|
ITEM
1.
|
FINANCIAL
STATEMENTS
|
3
|
ITEM
2.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION &
OPERATIONS
|
17
|
|
RISK
FACTORS
|
22
|
ITEM
3.
|
CONTROLS
AND PROCEDURES
|
22
|
PART
II
|
OTHER
INFORMATION
|
23
|
ITEM
1.
|
LEGAL
PROCEEDINGS
|
23
|
ITEM
2.
|
UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
23
|
ITEM
3.
|
DEFAULTS
UPON SENIOR SECURITIES
|
23
|
ITEM
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
23
|
ITEM
5.
|
OTHER
INFORMATION
|
24
|
ITEM
6.
|
EXHIBITS
|
24
|
SIGNATURES
|
25
|
THIS
REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES.
SUCH STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND
PROJECTIONS ABOUT THE COMPANY AND ITS INDUSTRY. FORWARD-LOOKING STATEMENTS
ARE
SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY
CAUSE ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE, ACHIEVEMENTS AND
PROSPECTS TO BE MATERIALLY DIFFERENT FROM THOSE EXPRESSED OR IMPLIED BY SUCH
FORWARD-LOOKING STATEMENTS. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE
PUBLICLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON EVEN IF NEW INFORMATION
BECOMES AVAILABLE OR OTHER EVENTS OCCURRING IN THE FUTURE.
2
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
(FORMERLY
FEMINIQUE CORPORATION AND SUBSIDIARIES)
CONDENSED
CONSOLIDATED
FINANCIAL
STATEMENTS - UNAUDITED
FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007
INDEX
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007
Pages
|
|
Condensed
Consolidated Balance Sheet as of March 31, 2008 – Unaudited
|
4
|
Condensed
Consolidated Statements of Income (Operations)
For
the Six Months and Three Months Ended March 31, 2008 and 2007 –
Unaudited
|
5
|
Condensed
Consolidated Statements of Cash Flows For the Six Months Ended
March 31,
2008 and 2007 – Unaudited
|
6
|
Notes
to Condensed Consolidated Financial Statements
|
7-16
|
3
CONDENSED
CONSOLIDATED BALANCE SHEET
(Unaudited)
|
(Audited)
|
||||||
March 31,
|
September 30,
|
||||||
2008
|
2007
|
||||||
ASSETS
|
|||||||
CURRENT
ASSETS
|
|||||||
Cash
|
$
|
318,643
|
$
|
286,530
|
|||
Prepaid
Expenses
|
2,556
|
1,241
|
|||||
Finance
receivables - short term
|
97,779
|
123,959
|
|||||
Total
current assets
|
418,978
|
411,730
|
|||||
OTHER
ASSETS
|
|||||||
Finance
receivables - long-term
|
195,589
|
248,290
|
|||||
Total
other assets
|
195,589
|
248,290
|
|||||
TOTAL
ASSETS
|
$
|
614,567
|
$
|
660,020
|
|||
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
|||||||
CURRENT
LIABILITIES
|
|||||||
Accrued
and other expenses
|
$
|
38,417
|
$
|
53,924
|
|||
Stock
to be issued
|
-
|
1,500
|
|||||
Notes
Payable -short term
|
137,639
|
191,257
|
|||||
Total
current liabilities
|
176,056
|
246,681
|
|||||
LONG
TERM LIABILITIES
|
|||||||
Notes
payable -long term
|
-
|
133,021
|
|||||
TOTAL
LIABILITIES
|
176,056
|
379,702
|
|||||
STOCKHOLDERS'
EQUITY (DEFICIT)
|
|||||||
Preferred
stock, par value $10 per share; authorized 10,000,000 shares, 0
shares
issued and outstanding at March 31, 2008 and 0 shares issued and
outstanding at September 30, 2007
|
-
|
-
|
|||||
Common
stock, par value $.001 per share; 325,000,000 shares authorized
and
17,122,896 shares issued and outstanding at March 31, 2008.and
16,928,917
shares issued and outstanding at Septermber 30, 2007
|
17,123
|
16,929
|
|||||
Additional
paid-in capital
|
628,535
|
627,380
|
|||||
Accumulated
deficit
|
(207,147
|
)
|
(363,991
|
)
|
|||
Total
stockholders' Equity (deficit)
|
438,511
|
280,318
|
|||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
$
|
614,567
|
$
|
660,020
|
The
accompanying notes are an integral part of the condensed consolidated financial
statements.
4
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED)
FOR
THE SIX AND THREE MONTHS ENDED MARCH 31, 2008 AND 2007
FOR THE SIX MONTHS ENDED
|
FOR THE THREE MONTHS ENDED
|
||||||||||||
MARCH 31,
|
MARCH 31,
|
||||||||||||
2008
|
2007
|
2008
|
2007
|
||||||||||
REVENUES
|
|||||||||||||
Financing
income
|
$
|
296,898
|
$
|
119,737
|
$
|
135,520
|
$
|
47,962
|
|||||
Gain
on sales of finance receivable
|
46,944
|
18,334
|
-
|
18,334
|
|||||||||
Service
income and other
|
39,145
|
70,265
|
22,943
|
24,897
|
|||||||||
TOTAL
INCOME
|
382,987
|
208,336
|
158,463
|
91,193
|
|||||||||
COSTS
AND EXPENSES
|
|||||||||||||
Selling,
general and administrative
|
280,692
|
378,129
|
140,149
|
188,417
|
|||||||||
Total
costs and expenses
|
280,692
|
378,129
|
140,149
|
188,417
|
|||||||||
NET
INCOME (LOSS) BEFORE OTHER INCOME
|
102,295
|
(169,793
|
)
|
18,314
|
(97,224
|
)
|
|||||||
OTHER
INCOME (LOSS)
|
|||||||||||||
Loss
on sale of finance receivables
|
-
|
(15,205
|
)
|
-
|
(15,205
|
)
|
|||||||
Interest
income
|
4,186
|
356
|
2,636
|
190
|
|||||||||
Interest
expense
|
(12,536
|
)
|
-
|
(5,572
|
)
|
-
|
|||||||
Other
income
|
62,899
|
62,899
|
|||||||||||
Total
other Income (Loss)
|
54,549
|
(14,849
|
)
|
59,963
|
(15,015
|
)
|
|||||||
NET
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAX
|
$
|
156,844
|
$
|
(184,642
|
)
|
$
|
78,277
|
$
|
(112,239
|
)
|
|||
PROVISION
FOR INCOME TAXES
|
-
|
-
|
-
|
-
|
|||||||||
NET
(LOSS) APPLICABLE TO COMMON STOCK
|
$
|
156,844
|
$
|
(184,642
|
)
|
$
|
78,277
|
$
|
(112,239
|
)
|
|||
BASIC
INCOME (LOSS) PER COMMON SHARE
|
$
|
0.01
|
$
|
(0.01
|
)
|
$
|
0.00
|
$
|
(0.01
|
)
|
|||
DILUTED
INCOME (LOSS) PER COMMON SHARE
|
$
|
0.01
|
$
|
-
|
$
|
0.00
|
$
|
-
|
|||||
WEIGHTED
AVERAGE OUTSTANDING SHARES
|
|||||||||||||
OF
COMMON STOCK - BASIC
|
17,100,753
|
16,959,466
|
17,122,896
|
16,811,139
|
|||||||||
WEIGHTED
AVERAGE OUTSTANDING SHARES
|
|||||||||||||
OF
COMMON STOCK - DILUTED
|
18,996,753
|
19,055,466
|
19,018,896
|
18,907,139
|
The
accompanying notes are an integral part of the condensed consolidated financial
statements
5
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR
THE SIX MONTHS ENDED MARCH 31, 2008 AND 2007
2008
|
2007
|
||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|||||
Net
(Loss)
|
$
|
156,844
|
$
|
(184,642
|
)
|
||
Adjustments
to reconcile net (loss) to net cash provided by (used in) operating
activities:
|
|||||||
Changes
in Certain Assets and Liabilities
|
|||||||
Proceeds
from sale of portfolio - net of gain
|
177,545
|
227,907
|
|||||
Acquisition
of finance receivables, net of buybacks
|
(201,982
|
)
|
(397,808
|
)
|
|||
Collections
applied to principal on finance receivables
|
103,317
|
337,202
|
|||||
(Increase)
Decrease in Prepaid expenses
|
(1,315
|
)
|
(151
|
)
|
|||
(Increase)
in security deposit
|
-
|
(7,512
|
)
|
||||
Increase
(decrease) accrued expenses
|
(70,506.00
|
)
|
32,174
|
||||
(Decrease)
Increase in Income Taxes
|
-
|
(1,900
|
)
|
||||
Net
cash provided by (used in) operating activities
|
163,903
|
5,270
|
|||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|||||||
Repurchase
of retired common stock
|
(151
|
)
|
(55,000
|
)
|
|||
Payments
on notes payable
|
(131,639
|
)
|
(174,509
|
)
|
|||
Proceeds
from note payable
|
-
|
300,000
|
|||||
Net
cash provided by (used in) financing activities
|
(131,790
|
)
|
70,491
|
||||
NET
INCREASE (DECREASE) IN CASH
|
32,113
|
75,761
|
|||||
CASH
AND CASH EQUIVALENTS - BEGINNING OF PERIOD
|
286,530
|
154,640
|
|||||
CASH
AND CASH EQUIVALENTS - END OF PERIOD
|
$
|
318,643
|
$
|
230,401
|
|||
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION
|
|||||||
Issuance
of Common Stock for:
|
|||||||
Conversion
of preferred stock
|
$
|
-
|
$
|
800,000
|
|||
Conversion
of preferred stock payable
|
$
|
-
|
$
|
20,000
|
|||
Retirement
of Common Stock for:
|
|||||||
Repurchase
of Common Stock - Non cash
|
$
|
-
|
$
|
160,000
|
The
accompanying notes are an integral part of the condensed consolidated financial
statements.
6
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2008 AND 2007 (UNAUDITED)
NOTE 1- |
SUMMARY
OF SIGNIFICANT ACCOUNTING
POLICIES
|
A.
THE
COMPANY AND PRESENTATION
The
condensed consolidated unaudited interim financial statements included herein
have been prepared by Receivable Acquisition and Management Corporation and
Subsidiaries (the "Company"), formerly Feminique Corporation and Subsidiaries
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission (the "SEC"). Certain information and footnote disclosures
normally included in the financial statements prepared in accordance with
accounting principles generally accepted in the United States of America
have
been condensed or omitted as allowed by such rules and regulations, and the
Company believes that the disclosures are adequate to make the information
presented not misleading. It is suggested that these condensed consolidated
financial statements be read in conjunction with the September 30, 2007 audited
consolidated financial statements and the accompanying notes thereto. While
management believes the procedures followed in preparing these condensed
consolidated financial statements are reasonable, the accuracy of the amounts
are in some respects dependent upon the facts that will exist, and procedures
that will be accomplished by the Company later in the year.
The
management of the Company believes that the accompanying unaudited condensed
consolidated financial statements contain all adjustments (including normal
recurring adjustments) necessary to present fairly the operations, changes
in
stockholders' equity (deficit), and cash flows for the periods
presented.
On
November 25, 2003, the Feminique Corporation incorporated a wholly-owned
subsidiary Receivable Acquisition and Management Corp of New York. The Company
purchases, manages and collects defaulted consumer receivables.
On
April
21, 2004, Feminique Corporation amended its certificate of incorporation
to
increase its authorized number of shares of common stock from 75,000,000
shares
to 325,000,000 shares. This amendment was approved by Feminique Corporation’s
shareholders at its April 20, 2004 annual meeting. The shareholders also
changed
the name of Feminique Corporation to Receivable Acquisition and Management
Corporation.
B.
FINANCE
RECEIVABLES
The
Company accounts for its investment in finance receivables under the guidance
of
Statement of Position (“SOP”) 03-3, “Accounting for Loans or Certain Debt
Securities Acquired in a Transfer.” This SOP limits the yield that may be
accreted (accretable yield) to the excess of the Company’s estimate of
undiscounted expected principal, interest and other cash flows (cash flows
expected at the acquisition to be collected) over the Company’s initial
investment in the finance receivables. Subsequent increases in cash flows
expected to be collected are recognized prospectively through adjustment
of the
finance receivables yield over its remaining life. Decreases in cash flows
expected to be collected are recognized as impairment to the finance receivable
portfolios. The Company’s proprietary collections model is designed to track and
adjust the yield and carrying value of the finance receivables based on the
actual cash flows received in relation to the expected cash flows.
7
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2008 AND 2007 (UNAUDITED)
NOTE 1- |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
|
C.
FINANCE
RECEIVABLES (CONTINUED)
During
the quarter ended March 31, 2008, the Company neither acquired nor sold any
finance receivables.
During
the quarter ended December 31, 2007, the Company acquired total portfolios
for
$201,982. The Company will use for these portfolios the "Recovery Method"
for
revenue recognition under which no revenue is recognized until the investment
amount of $201,982 has been recovered.
During
the quarter ended December 31, 2007 the Company sold several portfolios for
a
total sales price of $224,489. The Company recognized a net gain of $46,944
on
these sales.
In
the
event that cash collections would be inadequate to amortize the carrying
balance, an impairment charge would be taken with a corresponding write-off
of
the receivable balance. Accordingly, the Company does not maintain an allowance
for credit losses.
The
agreements to purchase the aforementioned receivables include general
representations and warranties from the sellers covering account holder death
or
bankruptcy, and accounts settled or disputed prior to sale. The representation
and warranty period permitting the return of these accounts from the Company
to
the seller is typically 90 to 180 days. Any funds received from the seller
of
finance receivables as a return of purchase price are referred to as buybacks.
Buyback funds are simply applied against the finance receivable balance
received. They are not included in the Company’s cash collections from
operations nor are they included in the Company’s cash collections applied to
principal amount. Gains on sale of finance receivables, representing the
difference between sales price and the unamortized value of the finance
receivables, are recognized when finance receivables are sold.
Changes
in finance receivables for the six months ended March 31, 2008 were as
follows:
|
2007
|
|||
|
|
|||
Balance
at beginning of year October 1, 2007
|
$
|
372,249
|
||
Acquisition
of finance receivables - net
|
201,982
|
|||
Cash
collections applied to principal
|
(103,318
|
)
|
||
Sale
of portfolio - net of gain
|
(177,545
|
)
|
||
Balance
at the end of the period
|
$
|
293,368
|
||
Estimated
Remaining Collections ("ERC")*
|
$
|
550,000
|
*Estimated
remaining collection refers to the sum of all future projected cash collections
from acquired portfolios. ERC is not a balance sheet item, however, it is
provided for informational purposes. Income recognized on finance receivables
was $296,898 and $119,737 for the six months ended March 31, 2008 and 2007
respectively.
8
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2008 AND 2007 (UNAUDITED)
NOTE 1- |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
|
C.
FINANCE
RECEIVABLES (CONTINUED)
Under
SOP-03-3 debt security impairment is recognized only if the fair market value
of
the debt has declined below its amortized costs. Currently no amortized costs
are below fair market value. Therefore, the Company has not recognized any
impairment for the finance receivables.
D.
PRINCIPLES
OF CONSOLIDATION
The
consolidated financial statements include the accounts of the Company and
its
subsidiaries. All significant intercompany accounts and transactions have
been
eliminated in consolidation.
E.
CASH
AND CASH EQUIVALENTS
The
Company considers all highly liquid debt instruments and other short-term
investments with an initial maturity of three months or less to be cash or
cash
equivalents. There were no cash equivalents as of March 31, 2008.
The
Company maintains cash and cash equivalents balances at financial institutions
that are insured by the Federal Deposit Insurance Corporation up to $100,000.
At
March 31, 2008, the Company’s uninsured cash balances total was
$218,643.
E.INCOME
TAXES
The
Company has adopted the provisions of Statement of Financial Accounting
Standards (“SFAS”) No. 109, Accounting for Income Taxes. The statement requires
an asset and liability approach for financial accounting and reporting of
income
taxes, and the recognition of deferred tax assets and liabilities for the
temporary differences between the financial reporting bases and tax bases
of the
Company’s assets and liabilities at enacted tax rates expected to be in effect
when such amounts are realized or settled.
F.USE
OF ESTIMATES
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to
make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date
of
the financial statements and the reported amounts of revenues and expenses
during this reported period. Actual results could differ from those
estimates.
9
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2008 AND 2007 (UNAUDITED)
NOTE1- |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
|
G.STOCK-BASED
COMPENSATION
Effective
December 31, 2005, the Company adopted the provisions of Financial Accounting
Standards Board Statement of Financial Accounting Standard ("SFAS") No. 123(R),
"Share-Based Payments," which establishes the accounting for employee
stock-based awards. Under the provisions of SFAS No.123(R), stock-based
compensation is measured at the grant date, based on the calculated fair
value
of the award, and is recognized as an expense over the requisite employee
service period (generally the vesting period of the grant). The Company adopted
SFAS No. 123(R) using the modified prospective method and, as a result, periods
prior to December 31, 2005 have not been restated. The Company recognized
stock-based compensation for awards issued under the Company's stock option
plans in other income/expenses included in the Consolidated Statement of
Operations. Additionally, no modifications were made to outstanding stock
options prior to the adoption of SFAS No. 123(R), and no cumulative adjustments
were recorded in the Company's financial statements.
Prior
to
December 31, 2005, the Company accounted for stock-based compensation in
accordance with provisions of Accounting Principles Board Opinion No. 25
("APB
No. 25"), "Accounting for Stock Issued to Employees," and related
interpretations. Under APB No. 25, compensation cost was recognized based
on the
difference, if any, on the date of grant between the fair value of the Company's
stock and the amount an employee must pay to acquire the stock. The Company
grants stock options at an exercise price equal to 100% of the market price
on
the date of grant. Accordingly, no compensation expense was recognized for
the
stock option grants in periods prior to the adoption of SFAS No.
123(R).
The
Company measures compensation expense for its non-employee stock-based
compensation under the Financial Accounting Standards Board (FASB) Emerging
Issues Task Force (EITF) Issue No. 96-18, "Accounting for Equity Instruments
that are Issued to Other Than Employees for Acquiring, or in Conjunction
with
Selling, Goods or Services". The fair value of the option issued is used
to
measure the transaction, as this is more reliable than the fair value of
the
services received.
10
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2008 AND 2007 (UNAUDITED)
NOTE1- |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
|
H.
STOCK-BASED
COMPENSATION (CONTINUED)
The
fair
value is measured at the value of the Company's common stock on the date
that
the commitment for performance by the counterparty has been reached or the
counterparty's performance is complete. The fair value of the equity instrument
is charged directly to compensation expense and additional paid-in
capital.
I.
REVENUE
RECOGNITION
Revenue
is recognized based on AICPA Statement of Position 03-3, if the management
is
reasonably comfortable with expected cash flows. In the event, expected cash
flows cannot be reasonably estimated, the Company will use the “Recovery Method”
under which revenues are only recognized after the initial investment has
been
recovered.
J.
EARNINGS
(LOSS) PER SHARE OF COMMON STOCK
Historical
net income (loss) per common share is computed using the weighted average
number
of common shares outstanding. Diluted earnings per share (EPS) include
additional dilution from common stock equivalents, such as stock issuable
pursuant to the exercise of stock options and warrants. Common stock equivalents
were not included in the computation of diluted earnings per share when the
Company reported a loss because to do so would be antidilutive for periods
presented.
The
following is a reconciliation of the computation for basic and diluted
EPS:
|
2008
|
2007
|
|||||
|
|
|
|||||
Net
income (loss)
|
$
|
156,844
|
$
|
(184,642
|
)
|
||
|
|
|
|||||
Weighted-average
common shares
|
|||||||
Outstanding
(Basic)
|
17,100,753
|
16,959,466
|
|||||
|
|||||||
Weighted-average
common stock
|
|||||||
Equivalents
|
|||||||
Stock
options
|
950,000
|
950,000
|
|||||
Warrants
|
946,000
|
1,146,000
|
|||||
|
|||||||
Weighted-average
common shares
|
|||||||
Outstanding
(Diluted)
|
18,996,753
|
19,055,466
|
11
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH
31, 2008 AND 2007 (UNAUDITED)
NOTE 1- |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
|
K.
RECENT
ACCOUNT PRONOUNCEMENTS (CONTINUED)
In
September 2006, the SEC staff issued Staff Accounting Bulletin No. 108,
Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements (SAB 108). SAB 108 was issued
in order to eliminate the diversity in practice surrounding how public companies
quantify financial statement misstatements. SAB 108 requires that registrants
quantify errors using both a balance sheet and income statement approach and
evaluate whether either approach results in a misstated amount that, when all
relevant quantitative and qualitative factors are considered, is material.
SAB108 must be implemented by the end of the Company's first fiscal year ending
after November 15, 2007. The Company does not expect SAB 108 to have any
material impact on financial reporting or disclosures.
In
March
2006, the FASB issued FASB Statement No. 156, Accounting for Servicing of
Financial Assets - an amendment of FASB Statement No. 140. This
Statement:
1.
Requires an entity to recognize a servicing asset or servicing liability each
time it undertakes an obligation to service a financial asset by entering into
a
servicing contract under certain situations.
2.
Requires all separately recognized servicing assets and servicing liabilities
to
be initially measured at fair value, if practicable.
3.
Permits an entity to choose either the amortization method or the fair value
measurement method subsequent measurement methods for each class of separately
recognized servicing assets and servicing liabilities:
4.
At its
initial adoption, permits a one-time reclassification of available-for-sale
securities to trading securities by entities with recognized servicing rights,
without calling into question the treatment of other available-for-sale
securities under Statement 115, provided that the available-for-sale
securities
are
identified in some manner as offsetting the entity's exposure to changes in
fair
value of servicing assets or servicing liabilities that a servicer elects to
subsequently measure at fair value.
5.
Requires separate presentation of servicing assets and servicing liabilities
subsequently measured at fair value in the statement of financial position
and
additional disclosures for all separately recognized servicing assets and
servicing liabilities.
We
do not
expect FASB No. 156 to have a material impact on our financial reporting, and
we
are currently evaluating the impact, if any, the adoption of FASB No. 156 will
have on our disclosure requirements. The statement becomes effective after
the
beginning of the first fiscal year that begins after September 30,
2006.
In
September 2006, the FASB issued FASB Statement No. 157, Fair Value Measurements.
This Statement defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles (GAAP), and expands
disclosures about fair value measurements.
12
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH
31, 2008 AND 2007 (UNAUDITED)
NOTE 1- |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
|
L.
RECENT
ACCOUNT PRONOUNCEMENTS (CONTINUED)
This
Statement applies under other accounting pronouncements that require or permit
fair value measurements, the Board having previously concluded in those
accounting pronouncements that fair value is the relevant measurement attribute.
Accordingly, this Statement does not require any new fair value measurements.
FASB Statement No. 157 will be effective for our financial statements issued
for
our fiscal year beginning October 1, 2008. We do not expect the adoption of
FASB
Statement No. 157 to have a material impact on our financial reporting, and
we
are currently evaluating the impact, if any, the adoption of FASB Statement
No.
157 will have on our disclosure requirements
In
June
2006, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an
interpretation of FASB Statement No. 109" (FIN 48), which prescribes a
recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken
in a
tax return. FIN 48 also provides guidance on recognition, classification,
interest and penalties, accounting in interim periods, disclosure and
transition. FIN 48 will be effective for our fiscal year beginning October
1,
2007. We do not expect the adoption of FIN 48 to have a material impact on
our
financial reporting and disclosure.
NOTE 2- |
NOTES
PAYABLE
|
A.
|
The
Note Payable issued on October 30, 2006 for a value of $150,000 had
an
outstanding balance of $102,899 as of December 31, 2007. During the
month
of January 2008 the note was paid off in full for a discounted value
of
$40,000. The amount of $62,899 was recognized as
income.
|
B.
|
The
Company issued on January 8, 2007 a private note offering in the
amount of
$300,000. The Company intends to pay the holder of the note in 24
fixed
monthly payments of $14,546 from the date of issuance of the note
at a
rate of 15% per annum on or before January 9, 2009 (the "Maturity
Date”).
The current balance of the note as of March 31, 2008 is
$137,639
|
13
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH
31, 2008 AND 2007 (UNAUDITED)
NOTE 3- |
STOCK
OPTIONS
|
In
April
2004, the Company adopted a stock option plan upon approval by the shareholders
art the Annual General Meeting under which selected eligible key employees
of
the Company are granted the opportunity to purchase shares of the Company’s
common stock. The plan provides that 37,500,000 shares of the Company’s
authorized common stock be reserved for issuance under the plan as either
incentive stock options or non-qualified options. Options are granted at prices
not less than 100 percent of the fair market value at the end of the date of
grant and are exercisable over a period of ten years or a long as that person
continues to be employed or serve on the on the Board of Directors, whichever
is
shorter. At March 31, 2008, the Company had 950,000 options outstanding under
this plan.
NOTE 4- |
INCOME
TAXES
|
Income
Taxes are provided for the tax effects of transactions reported in the financial
statements and consist of taxes currently due. Deferred taxes related to
differences between the basis of assets and liabilities for financial and income
tax reporting will either be taxable or deductible when the assets or
liabilities are recovered or settled. The difference between the basis of assets
and liabilities for financial and income tax reporting are not material
therefore, the provision for income taxes from operations consist of income
taxes currently payable.
The
Company’s effective tax rate is different than what would be expected if the
statutory rates were applied to “net income (loss) before income taxes”
primarily because of expenses deductible for financial reporting purposes that
are not deductible for tax purposes allowed.
There
was
no provision for income tax for the six months ended March 31,
2008.
At
March
31, 2008 and 2007 the Company had an accumulated deficit approximating $207,147
and 183,938, available to offset future taxable income through
2027.
March 31,
|
March 31,
|
||||||
2008
|
2007
|
||||||
Deferred
tax assets
|
$
|
72,501
|
$
|
64,378
|
|||
Less:
valuation
|
(72,501
|
)
|
(64,378
|
)
|
|||
Totals
|
$
|
-
|
$
|
-
|
14
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH
31, 2008 AND 2007 (UNAUDITED)
NOTE 5- |
STOCK
HOLDERS’ EQUITY
|
COMMON
STOCK
There
were 325,000,000 shares of common stock authorized, with 17,122,896 and
16,928,917 shares issued and outstanding at March 31, 2008 and 2007,
respectively. The par value for the common stock is $.001 per
share.
The
following details the stock transactions for the six months ended March 31,
2008
and 2007.
The
Company received $1,500 for the exercise of 200,000 warrants at $.0075 per
share
in September 2006. The Company issued 200,000 shares of common stock in November
2006.
The
Company repurchased 150,000 shares of common stock during May 2006. The shares
were accounted for as a prepaid asset until November 2006. The shares were
repurchased for $.10 per share for a total amount of $15,000. The shares were
cancelled in November 2006.
On
October 31, 2006 the Company reached an agreement with a shareholder to buyback
2,000,000 shares of that shareholder's common stock at $.10 per share for a
total amount of $200,000. The stock purchase was completed on October 31, 2006.
The shares were cancelled in November 2006.
On
February 23, 2007 the Company issued an additional 200,000 shares of common
stock to Artemis Hedge Fund, Ltd. to resolve all outstanding accrued
dividends.
During
the month of October 2007 the company issued 200,000 common shares in exchange
for warrants exercised in May 2007 for $.0075 per share. The company was
carrying the unissued shares as a liability for stock to be issued till the
date
of issuance.
During
the quarter ended December 31, 2007 the company repurchased 6,020 shares of
common stock at $.025 per share for a total amount of $151. The stock purchase
was completed at December 31, 2007. The shares were retired.
PREFERRED
STOCK
On
October 28, 2006 the Company reached an agreement with Artemis Hedge Fund Ltd
the holder of 80,0000 Series A Convertible Preferred Stock at $10 par value
to
convert the preferred shares into 800,000 shares of the Company's common stock.
Additionally the Company agreed to issue 70,000 shares of common stock for
all
accrued dividends. There were 10,000,000 shares of preferred stock authorized,
no shares outstanding as of March 31, 2008 and 2007
respectively.
15
RECEIVABLE
ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH
31, 2008 AND 2007 (UNAUDITED)
NOTE 6- |
RELATED
PARTY
|
The
Company receives servicing fees from Ramco Income Fund Limited. The Company
manages Ramco Income Fund Limited a Bermuda entity. The servicing fees were
for
the six months ended March 31, 2008 and 2007 were $39,145 and $70,265
respectively.
16
ITEM 2. |
MANAGEMENTS’S
DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
|
This
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” should be read in conjunction with “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” in the Annual Report
on Form 10-K as of and for the year ended September 30, 2006 as filed with
the
Securities and Exchange Commission. Cautionary Statements Pursuant to Safe
Harbor Provisions of the Private Securities Litigation Reform Act of 1995:
This
report contains forward-looking statements within the meaning of the federal
securities laws. These forward-looking statements involve risks, uncertainties
and assumptions that, if they never materialize or prove incorrect, could cause
the results of the Company to differ materially from those expressed or implied
by such forward-looking statements. All statements, other than statements of
historical fact, are forward-looking statements, including statements regarding
overall trends, gross margin trends, operating cost trends, liquidity and
capital needs and other statements of expectations, beliefs, future plans and
strategies, anticipated events or trends, and similar expressions concerning
matters that are not historical facts. The risks, uncertainties and assumptions
referred to above may include the following:
§
|
changes
in the business practices of credit originators in terms of selling
defaulted consumer receivables or outsourcing defaulted consumer
receivables to third-party contingent fee collection
agencies;
|
§
|
ability
to acquire sufficient portfolios;
|
§
|
ability
to recover sufficient amounts on acquired
portfolios;
|
§
|
a
decrease in collections if bankruptcy filings increase or if bankruptcy
laws or other debt collection laws
change;
|
§
|
changes
in government regulations that affect the Company’s ability to collect
sufficient amounts on its acquired or serviced
receivables;
|
§
|
the
Company’s ability to retain the services of recovery
partners;
|
§
|
changes
in the credit or capital markets, which affect the Company’s ability to
borrow money or raise capital to purchase or service defaulted
consumer
receivables;
|
§
|
the
degree and nature of the Company’s competition;
and
|
§
|
our
ability to respond to changes in technology and increased competition;
|
§
|
the
risk factors listed from time to time in the Company’s filings with the
Securities and Exchange Commission.
|
Overview
The
Company is engaged in the purchase and recovery of defaulted consumer
receivables. These receivables are acquired at deep discounts and outsourced
for
collections on a contingency basis. The Company also manages Ramco Income Fund,
Ltd, a Bermuda domiciled mutual fund with circa $800,000 under management.
The
Company continues to seek additional capital to invest into additional
portfolios but it cannot provide any assurances that it will be able to raise
or
generate such capital.
17
RESULTS
OF OPERATIONS
Overview
The
Company continues to execute its long term strategy. With several relationships
in place with debt sellers, the Company is now in discussions with several
lenders for a credit facility which will allow us to acquire larger portfolios
although it cannot provide any guarantees that it will be successful in any
obtaining any such credit facility or finalizing any such acquisition. The
following table summarizes collections, revenues, operating expenses, income
before taxes and fully diluted net income.
Three Months Ended March 31, 2008 & 2007
|
|||||||||||||
2008
|
2007
|
$
Change
|
%
Change
|
||||||||||
Net
Collections
|
$
|
170,950
|
$
|
236,339
|
$
|
(65,389
|
)
|
-28
|
%
|
||||
Finance
Income
|
$
|
135,520
|
$
|
47,962
|
$
|
87,558
|
183
|
%
|
|||||
as
a % of Collections
|
79
|
%
|
20
|
%
|
|||||||||
Servicing
Income
|
$
|
22,943
|
$
|
24,897
|
$
|
(1,954
|
)
|
-8
|
%
|
||||
Gain
on Sale
|
$
|
0
|
$
|
18,344
|
|||||||||
|
|||||||||||||
Operating
Expenses
|
$
|
140,149
|
$
|
188,417
|
(48,268
|
)
|
-26
|
%
|
|||||
Income
Before Taxes
|
$
|
78,227
|
$
|
(112,239
|
)
|
$
|
190,466
|
170
|
%
|
||||
Fully
Diluted EPS
|
$
|
(0.010
|
)
|
$
|
(0.010
|
)
|
$
|
0.000
|
0
|
%
|
Revenue
The
Company generated $158,463 in revenue during the quarter ended March 31, 2008
versus $91,193 for quarter ended March 31, 2007 and net income of $7,227 versus
a loss of $112,239. During the quarter ended March 31, 2008, total revenue
included $135,520 finance income, $22,943 servicing income versus finance income
of $47,962 and servicing income of $24,897 during the quarter ended March 31,
2007. In the quarter ended March 31, 2007 finance income increased by
approximately 183% or $87,558 compared to the quarter ended March 31, 2007.
The
increase is largely due to full amortization of principal investments in several
portfolios. Servicing income decreased by approximately 8% or $1,954 when
compared to quarter ended March 31, 2007. The company recognized approximately
79% of net cash collections as revenue during the quarter ended March 31, 2008
versus 20% during the quarter ended March 31, 2007. During the quarter ended
March 31, 2008, the Company collected $170,950 versus $236,339 during the
quarter ended March 31, 2007. Finance and servicing income is expected to
decline due to declining collections, redemptions from our managed fund, Ramco
Income Fund Ltd and lack of investment in new portfolios.
Operating
Expenses
Total
operating expenses decreased by 26% or $50,229 to $140,149 versus for the three
months ended March 31, 2008 versus $ 188,417 for the three months ended March
31, 2007.
Rent
and Occupancy
Rent
and
occupancy expenses were $9,077 for the three months ended March 31, 2008 versus
$12,227 for the quarter ended March 31, 2007.
18
Purchase
of defaulted receivables
During
the quarter ended March 31, 2008, the Company did not purchase any receivables
versus purchase of aggregate face value amount of $4,632,119 at a cost of
$324,248 during the quarter ended March 31, 2007. As a part of its strategy,
the
Company does not do any in-house collection, but outsources collection to
carefully selected specialist debt collection agencies. The Company is currently
working with four collection agencies on a contingency basis. The contingency
fees averaged 28% during the quarter.
Portfolio
Data
The
following table shows the Company’s portfolio buying activity during the
quarter, among other things, the purchase price, actual cash collections and
estimated cash collection as of March 31, 2008.
Purchase
Period
|
Purchase Price(1)
|
|
Actual Cash Collection (2)
|
|
Estimated (3)
|
|||||
12/31/2003
|
$
|
569,070
|
$
|
1,747,301
|
$
|
37,973
|
||||
4/11/2005
|
$
|
375,000
|
$
|
426,766
|
$
|
23,512
|
||||
7/25/2005
|
$
|
177,668
|
$
|
246,984
|
$
|
22,370
|
||||
3/9/2006
|
$
|
121,972
|
$
|
151,348
|
$
|
33,604
|
||||
4/7/2006
|
$
|
331,974
|
$
|
313,666
|
$
|
46,242
|
||||
6/7/2006
|
$
|
70,020
|
$
|
102,262
|
$
|
6,484
|
||||
12/31/04-12/20/06
|
$
|
780,875
|
$
|
906,263
|
$
|
139,821
|
||||
1/7/2007
|
$
|
324,248
|
$
|
371,585
|
$
|
12,692
|
||||
10/4/2007
|
$
|
201,982
|
$
|
71,349
|
$
|
232,616
|
(1) |
Purchase
price refers to the cash paid to a seller to acquire defaulted
receivables, plus certain capitalized expenses, less the purchase
price
refunded by the seller due to the return of non-compliant accounts
(also
defined as buybacks). Non-compliant refers to the contractual
representations and warranties between the seller and the Company.
These
representations and warranties from the sellers generally cover account
holders’ death or bankruptcy and accounts settled or disputed prior to
sale. The seller can replace or repurchase these
accounts.
|
(2) |
Actual
cash collections net of recovery cost or
sale.
|
(3)
|
Total
estimated collections refers to the actual cash collections, including
cash sales, plus estimated remaining collections. The Company will
take an
impairment charge if the actual recoveries fall short of expected
recoveries.
|
When
the
Company acquires a portfolio of defaulted receivables, it estimates the expected
recovery of the portfolio. A 36 to 60 month projection of cash collections
is
created for each portfolio. Only after the portfolio has established probable
and estimable performance in excess of projections will the accretable yield
be
increased and recognized as revenue. If actual cash collections are less than
the original forecast, the Company will take an impairment charge. Collection
activities commence within 30 days of purchase, which allows for adequate time
to scrub the portfolio for deceased, settled, incarcerated and bankruptcy filed
accounts. For modeling and revenue recognition purposes, the company uses 15
calendar days.
Recovery
Partners
The
Company outsources all its recovery activities to carefully selected debt
collection agencies and network of collection attorneys with specific collection
expertise. The company is currently using four collection agencies and several
law firms in the U.S. and U.K. The average contingent collections fee is 28%
which rises during the later years of recovery.
Seasonality
Collections
tend to be higher in the first and second quarters of the year and lower in
the
third and fourth quarter of the year, due to consumer payment patterns in
connection with seasonal employment, income tax refunds and holiday spending
habits.
19
Currency
Risk
The
Company has been acquired and continues to acquire defaulted receivable
portfolios in the United Kingdom and such purchase may expose the company to
adverse currency risks.
Liquidity
and Capital Resources
As
of
March 31, 2008, the Company had working capital of $242,922 versus $182,673
at
March 31, 2007. The improvement is due 27% reduction in operating expenses
and
early amortization of a note payable. The Company believes that funds generated
from operations, together with existing cash will be sufficient to finance
its
operations for the next twelve months. For the six month ended March 31, 2008,
the Company had net cash of $318,643 versus $230,401at the six month ended
March
31, 2007. Net cash provided by operating activities was 163,903 for the six
months ended March 31, 2008 compared to $5,270 at the end of six month ended
March 31, 2007. Net cash used in financing activities was ($131,790) during
the
six month ended March 31, 2007 compared to $70,491 provided by financing
activities during the six month ended March 31, 2007. The Company did not raise
any capital through issuance of securities during the six month ended March
31,
2008.
Cash
generated from operations is dependent upon the Company’s ability to collect on
its defaulted consumer receivables. Many factors, including the economy,
purchase price and the Company’s ability to retain the services of its recovery
partners, are essential to generate cash flows. Fluctuations in these factors
that cause negative impact on the Company’s business could have a material
negative impact on its expected future cash flows. During the quarter ended
March 31, 2008, the Company generated approximately $170,950 from collections
versus $236,339 during the quarter ended March 31, 2007. The Company believes
that funds generated from operations, together with existing cash will be
sufficient to finance its operations for the foreseeable future.
Income
Taxes
We
did
not record any income tax provision for the quarter ended March 31,
2008.
Contractual
Obligation
The
Company entered into a twenty four month lease with Regus Inc. at $2,985 per
month plus variable expenses that include telecommunication, copier, postage
and
delivery charges.
Market
Outlook for Charged-off Receivables
Prices
remain high in the charge off market and we have taken advantage of it sell
some
of our older portfolios. We expect that over time, many of these new entrants
to
the market, whose business model may be based on less than a multi-disciplined
approach to purchasing and collecting, will not generate the returns they
anticipated. This may then reduce their ability to access capital and
potentially may require them to sell their remaining portfolios and exit the
market. Also, the sellers are increasing turning to large buyers that has
hampered our ability to invest our available cash.
Critical
Accounting Policy & Estimates
Our
Management’s Discussion and Analysis of Financial Condition and Results of
Operations section discusses our condensed consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States of America as promulgated by the Public Company
Accounting Oversight Board. The preparation of these financial statements
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements and
the reported amount of revenues and expenses during the reporting period. On
an
ongoing basis, management evaluates its estimates and judgments, including
those
related to revenue recognition, accrued expenses, financing operations, and
contingencies and litigation. Management bases its estimates and judgments
on
historical experience and on various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying value of assets and liabilities that are
not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions and conditions. The most significant
accounting estimates inherent in the preparation of our financial statements
include estimates as to the appropriate carrying value of certain assets and
liabilities which are not readily apparent from other sources. These accounting
policies are described at relevant sections in this discussion and analysis
and
in the condensed consolidated financial statements included in this quarterly
report.
20
The
Company utilizes the interest method under guidance provided by the AICPA issued
Statement of Position (“SOP”) 03-03 to determine income recognized on finance
receivables. In October 2004, the American Institute of Certified Public
Accountants issued Statement of Position (“SOP”) 03-03, “Accounting for Loans or
Certain Securities Acquired in a Transfer.” This SOP proposes guidance on
accounting for differences between contractual and expected cash flows from
an
investor’s initial investment in loans or debt securities acquired in a transfer
if those differences are attributable, at least in part, to credit quality.
This
SOP is effective for loans acquired in fiscal years beginning after
March 15, 2005. The SOP would limit the revenue that may be accrued to the
excess of the estimate of expected future cash flows over a portfolio’s initial
cost of accounts receivable acquired. The SOP would require that the excess
of
the contractual cash flows over expected cash flows not be recognized as an
adjustment of revenue, expense, or on the balance sheet. The SOP would freeze
the internal rate of return, referred to as IRR, originally estimated when
the
accounts receivable are purchased for subsequent impairment testing. Rather
than
lower the estimated IRR if the original collection estimates are not received,
the carrying value of a portfolio would be written down to maintain the original
IRR. Increases in expected future cash flows would be recognized prospectively
through adjustment of the IRR over a portfolio’s remaining life. The SOP
provides that previously issued annual financial statements would not need
to be
restated. Management is in the process of evaluating the application of this
SOP.
OFF-BALANCE
SHEET ARRANGEMENTS
The
Company has no off-balance sheet arrangements.
21
RISK
FACTORS
IN
ADDITION TO OTHER INFORMATION IN THIS REPORT, YOU SHOULD CONSIDER THE FOLLOWING
RISK FACTORS CAREFULLY. THESE RISKS MAY IMPAIR THE COMPANY'S OPERATING RESULTS
AND BUSINESS PROSPECTS AS WELL AS THE MARKET PRICE OF THE COMPANY'S COMMON
STOCK.
PENNY
STOCK REGULATIONS AND REQUIREMENTS FOR LOW PRICED STOCK
The
SEC
adopted regulations which generally define a "penny stock" to be any non-Nasdaq
equity security that has a market price of less than $5.00 per share, subject
to
certain exceptions. Based upon the price of the Common Stock as currently traded
on the NASDAQ Bulletin Board, the Company's Common Stock is subject to Rule
15g-9 under the Exchange Act which imposes additional sales practice
requirements on broker-dealers which sell securities to persons other than
established customers and "accredited investors." For transactions covered
by
this rule, a broker-dealer must make a special suitability determination for
the
purchaser and have received a purchaser's written consent to the transaction
prior to sale. Consequently, this rule may have a negative effect on the ability
of stockholders to sell common shares of the Company in the secondary
market.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
N/A.
ITEM
4. CONTROLS AND PROCEDURES.
Evaluation
of disclosure controls and procedures
The
term
“ disclosure controls and procedures “ is defined in Rules 13(a)-15e and 15(d) -
15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act).
Our
principal executive officer and principal financial officer have evaluated
the
effectiveness of our disclosure controls and procedures as of March 31, 2008.
They have concluded that, as of March 31, 2008 that our disclosures were
effective to ensure that:
(1)
|
That
information required to be disclosed by the Company in reports that
it
files or submits under the act is recorded, processed, summarized
and
reported, within the time periods specified in the Commissions’ rules and
forms, and
|
(2)
|
Controls
and procedures are designed by the Company to ensure that information
required to be disclosed by Receivable Acquisition & Management
Corporation Inc. in the reports it files or submits under the Act
is
accumulated and communicated to the issuer’s management including the
principal executive and principal financial officers or persons performing
similar functions, as appropriate to allow timely decisions regarding
financial disclosure.
|
This
term
refers to the controls and procedures of a Company that are designed to ensure
that information required to be disclosed by a Company in the reports that
it
files under the Exchange Act is recorded, processed, summarized and reported
within the required time periods. Our principal executive officer and principal
financial officer have evaluated the effectiveness of our disclosure controls
and procedures as of the end of the period covered by this quarterly report.
They have concluded that, as of March 31, 2008 our disclosure and procedures
were effective in ensuring that required information will be disclosed on a
timely basis in our reports filed under the exchange act.
CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING
No
changes in the Company’s internal control over financial reporting have come to
management’s attention during the Company’s last fiscal quarter that have
materially affected, or are likely to materially affect, the Company’s internal
control over financial reporting.
22
ITEM
1 - LEGAL PROCEEDINGS
The
Company is not a party to any material pending legal proceedings or, to the
best
of its knowledge, a proceeding being contemplated by a governmental authority,
nor is any of the Company’s property the subject of any pending legal
proceedings or a proceeding being contemplated by a governmental authority
except for the following:
·
|
On
April 23, 2004, Reliant Industries, Inc., Michael Wong and Debbie
Wong
filed a complaint with the Supreme Court of the State of New York
Suffolk
County against Biopharmaceuticals, Inc. and Edward Fine.
Biopharmaceuticals, Inc. is the Company’s former name. The plaintiffs
allege that the Company together with the other defendant committed
fraud,
breach of contract and negligence. The plaintiffs are seeking monetary
payments for any loss that they may suffer as a result of the alleged
fraud, breach of contract and negligence as well as legal fees, punitive
damages and costs disbursements. The Company denies all allegations
and
intends to defend this action vigorously. The case was dismissed
in the
Company’s favor on February 7, 2007.
|
·
|
On
June 29, 2005, Allied Surgical Centers Management, LLC, et al. (“Allied”)
filed a complaint against the Company seeking declaratory and injunctive
relief in connection with contracts entered in April 2005 between
Allied
and the Company pursuant to which the Company acquired various account
receivables from Allied (the “Contracts”). Such compliant was filed in the
Superior Court of the State of California, For the County of Los
Angeles,
Central District. Allied is seeking a declaratory judgment from the
court
which would exclude various account receivables (the “Disputed Account
Receivables”) from the Contracts. Allied is also seeking a temporary
restraining order and preliminary injunction restricting the Company
from
attempting to seize or collecting the Disputed Account Receivables.
The
Company filed a cross complaint on July 15, 2005. In the cross complaint,
the Company is seeking an accounting, a mandatory injunction for
specific
performance of the Contracts and damages in the amount of $21,000,000
in
connection with Allied’s alleged breach of contract, fraud, intentional
interference with prospective economic advantage, breach of good
faith,
breach of fiduciary duty, conversion and slander. The Company and
Allied
have reached a settlement in connection with this matter. Allied
has
dropped all its claims and agreed to pay all funds received since
the
purchase of Allied’s portfolio in April 2005. The settlement agreement was
executed on February 10, 2006. The Company received the final settlement
payment in February, 2008.
|
·
|
On
September 9, 2005, the Company filed a complaint with the Supreme
Court of
the State of New York - County of New York against Triton Capital,
Inc.,
Southern Capital Associates, Inc., JMS Collections, LLC., Wendt Law
Office, James Roscetti, and Dave Dwyer for breach of contract, conversion,
deceptive business practices and unjust enrichment. The Company is
seeking
an amount no less than $46,931. The Company reached a settlement
with the
Defendants and recovered $7,092 in July
2007.
|
ITEM
1A. RISK FACTORS
There
have been no material changes from the Risk Factors described in our Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2007.
ITEM
2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
None.
ITEM
3 - DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4 - SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
None.
23
ITEM
5 - OTHER INFORMATION
None.
There
were no material changes to the procedures by which security holders may
recommend nominees to the registrant’s board of directors.
ITEM
6 - EXHIBITS
Number
|
Description
|
|
31.1
|
Certification
by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a)
of the Exchange Act.
|
|
|
|
|
31.2
|
Certification
by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a)
of the Exchange Act.
|
|
|
|
|
32.1
|
Certification
by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of
the
United States Code.
|
|
|
|
|
32.2
|
Certification
by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of
the
United States Code.
|
24
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
|
In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on
the
dates indicated:
By:
|
/s/
Max Khan
|
|
Max
Khan
|
||
Chief
Executive Officer
|
||
Chief
Financial Officer
|
||
Director
|
25