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PwrCor, Inc. - Quarter Report: 2010 June (Form 10-Q)

Unassociated Document

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

PART I
 
FINANCIAL INFORMATION
   
         
ITEM 1.
 
FINANCIAL STATEMENTS
 
 
         
   
CONDENSED CONSOLIDATED BALANCE SHEETS AT SEPTEMBER 30, 2009 AND JUNE 30, 2010–UNAUDITED
 
4
         
   
CONDENSED CONSOLIDATED  STATEMENTS OF OPERATIONS FOR NINE & THREE MONTHS ENDED JUNE 30, 2010 AND 2009–UNAUDITED
 
5
         
   
CONDENSED CONSOLIDATED  STATEMENTS  OF CASH FLOW FOR THE NINE MONTHS ENDED JUNE 30, 2010 AND 2009–UNAUDITED
 
6
         
   
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
7-13
         
ITEM 2.
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS
 
14
         
   
RISK FACTORS
 
18
         
ITEM 3.
 
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
19
         
ITEM 4T.
 
CONTROLS AND PROCEDURES
 
19
         
PART II
 
OTHER INFORMATION
 
20
         
ITEM 1A.
 
LEGAL PROCEEDINGS
 
20
         
ITEM 2.
 
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
20
         
ITEM 3.
 
DEFAULTS UPON SENIOR SECURITIES
 
20
         
ITEM 4.
 
(REMOVED AND RESERVED)
 
20
         
ITEM 5.
 
OTHER INFORMATION
 
20
         
ITEM 6.
 
EXHIBITS
 
20
         
SIGNATURES
     
21

2

 
RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
 
INDEX TO STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 20010 AND 2009
 
   
PAGE(S)
 
FINANCIAL STATEMENTS:
     
       
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
CONDENSED CONSOLIDATED BALANCE SHEETS

   
June 30,
   
September 30,
 
   
2010
   
2009
 
   
(Unaudited)
       
ASSETS
           
CURRENT ASSETS
           
Cash
  $ 174,437     $ 196,443  
Prepaid Expenses
    2,000       939  
Finance receivables - short term
    22,811       47,050  
                 
Total current assets
    199,248       244,432  
                 
OTHER ASSETS
               
Finance receivables - long-term
    45,621       94,113  
                 
Total other assets
    45,621       94,113  
                 
TOTAL ASSETS
  $ 244,869     $ 338,545  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
CURRENT LIABILITIES
               
Accrued and other expenses
  $ 53,878     $ 37,798  
                 
Total current liabilities
    53,878       37,798  
                 
STOCKHOLDERS'  EQUITY
               
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
    -       -  
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
    16,053       16,053  
Additional paid-in capital
    632,148       614,566  
Retained earnings (accumulated deficit)
    (457,210 )     (329,872 )
                 
Total stockholders' equity
    190,991       300,747  
                 
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,
 
   
2010
   
2009
   
2010
   
2009
 
                         
                         
REVENUES
                       
Financing income
  $ 131,976     $ 188,422     $ 25,912     $ 55,629  
Service income and other
    11,440       18,973       1,760       4,257  
Total revenues
    143,416       207,395       27,672       59,886  
                                 
COSTS AND EXPENSES
                               
Selling, general and administrative
    209,747       284,402       61,868       47,294  
Total costs and expenses
    209,747       284,402       61,868       47,294  
                                 
INCOME (LOSS) FROM OPERATIONS
    (66,311 )     (77,008 )     (34,196 )     12,592  
                                 
OTHER INCOME
                               
Other income (loss)
    (61,301 )     -       (61,301 )     -  
Interest income
    294       2,218       67       291  
Total other income
    (61,007 )     2,218       (61,234 )     291  
                                 
LOSS BEFORE PROVISION FOR INCOME TAX
  $ (127,338 )   $ (74,789 )   $ (95,430 )   $ 12,883  
                                 
PROVISION FOR INCOME TAXES
    -       -       -       -  
                                 
NET INCOME (LOSS)
  $ (127,338 )   $ (74,789 )   $ (95,430 )   $ 12,883  
                                 
INCOME (LOSS) PER COMMON SHARE, BASIC
  $ (0.01 )   $ (0.00 )   $ (0.01 )   $ 0.00  
                                 
INCOME (LOSS) PER COMMON SHARE, FULLY DILUTED
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ 0.00  
                                 
WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC
    16,052,896       16,052,896       16,052,896       16,052,896  
                                 
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
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  (UNAUDITED)
FOR THE NINE MONTHS ENDED JUNE 30, 2010 AND 2009

   
2010
   
2009
 
             
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       -  
Options issued for compensation
    17,581       -  
                 
Changes in Certain Assets and Liabilities
               
Collections applied to principal on finance receivables
    11,430       32,749  
(Increase) in prepaid expenses
    (1,061 )     -  
Increase (decrease) accrued expenses
    16,081       (3,223 )
                 
 Net cash provided by (used in) operating activities
    (22,006 )     (45,263 )
                 
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  
                 
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)

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. THE COMPANY AND PRESENTATION

The condensed consolidated unaudited interim financial statements included herein have been prepared by Receivable Acquisition and Management Corporation and Subsidiaries (the "Company"), formerly Feminique Corporation and Subsidiaries without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted as allowed by such rules and regulations, and the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the September 30, 2009 audited consolidated financial statements and the accompanying notes thereto, 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

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

NOTE 2- STOCK OPTIONS

In April 2004, the Company adopted a stock option plan upon approval by the shareholders at the Annual General Meeting under which selected eligible key employees of the Company are granted the opportunity to purchase shares of the Company’s common stock. The plan provides that 37,500,000 shares of the Company’s authorized common stock be reserved for issuance under the plan as either incentive stock options or non-qualified options. Options are granted at prices not less than 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)
 
NOTE 3- WARRANTS

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.

NOTE 4- INCOME TAXES

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due.  Deferred taxes related to differences between the basis of assets and liabilities for financial and income tax reporting will either be taxable or deductible when the assets or liabilities are recovered or settled.  The difference between the basis of assets and liabilities for financial and income tax reporting are not material therefore, the provision for income taxes from operations consist of income taxes currently payable.

There was no provision for income tax for the 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)
 
NOTE 5- STOCK HOLDERS’ EQUITY

COMMON STOCK

There were 325,000,000 shares of common stock authorized, with 16,052,896 shares issued and outstanding at 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

There were 10,000,000 shares of preferred stock authorized, no shares issued and outstanding as of June 30, 2010 and September 30, 2009.

NOTE 6- RELATED PARTY

The Company receives fees from Ramco Income Fund Limited (“Fund”) a Bermuda entity. The Company is the investment manager of the Fund.  The servicing fees for the year ended 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)
 
NOTE 7- FAIR VALUE MEASUREMENTS
 
The Company has categorized its financial assets and liabilities based  upon the fair value hierarchy specified by FASB Accounting Standards Codification   (“ASC “) Topic 820, Fair Value Measurement and Disclosures (“ASC 820”) This standard defines fair value, provides guidance for measuring fair value and  requires certain disclosures. This standard does not require any new fair value measurement, but discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost).  This standard provides for a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
 
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
    -       -       -       -  
 
NOTE 8-  Commitments

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

 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Registrant is not required to provide the information called for in this Item 3 due to its status as a Smaller Reporting Company.
 
ITEM 4T. CONTROLS AND PROCEDURES.

Evaluation of disclosure controls and procedures

The term “ disclosure controls and procedures “ is defined in Rules 13(a)-15e and 15(d) - 15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act). Our principal executive officer and principal financial officer have evaluated the effectiveness of our disclosure controls and procedures as of 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

 
PART II

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.
 

ITEM 6. EXHIBITS

Exhibits:
 
Exhibit
   
Number
 
Description
31.1
 
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1
 
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
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
 
       
    mkhan  
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:
 
       
    mkhan  
Date:  Aug 16, 2010
By:
/s/ Max Khan  
    Max Khan  
   
Chief Executive Officer,
 
   
Chief Financial Officer and Director
 
                      
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