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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-K/A

Amendment No. 1


[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended September 30, 2011


[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934


Commission file number 000-17750


 

RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION

(Name of Small Business Issuer in its Charter)


 

 

 

Delaware

 

13-3186327

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

2 Executive Drive, Suite 630

 

 

Fort Lee, New Jersey

 

07024

(Address of principal Executive Offices)

 

(Zip Code)


201-633-4715

(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:  None


Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001 Par Value Per Share


Indicate by check mark whether the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.  Yes [  ]     No [X]


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes [  ]    No [X]


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]     No [  ]


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [  ]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.   (Check one):


Large accelerated filer [  ]

Accelerated filer [  ]

Non-accelerated filer [  ]

Smaller reporting company [X]


Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act) Yes [  ]     No [X]





The number of shares outstanding of each of the Registrant’s classes of common stock, as of December 30, 2011 is 17,948,896 shares, all of one class, $.001 par value per share.  Of this number, 9,231,962 shares were held by non-affiliates of the Registrant.


The Company’s common stock has been trading on the OTCBB since October 2004 and, accordingly, the aggregate “market value” of such shares is approximately $100,000.  The “value” of the 9,231,962 shares held by non-affiliates, based upon the book value as of September 30, 2011 is less than $0.03 per share.


*Affiliates for the purpose of this item refers to the Registrant’s officers and directors and/or any persons or firms (excluding those brokerage firms and/or clearing houses and/or depository companies holding Registrant’s securities as record holders only for their respective clienteles’ beneficial interest) owning 5% or more of the Registrant’s common stock, both of record and beneficially.

 

EXPLANATORY NOTE

Receivable Acquisition & Management Corporation. (the “Company”) is filing this Amendment No. 1 on Form 10-K/AA because the original 10-K  that was filed contained financial statements that had not been approved by our independent auditors and therefore the 10-K also did not contain consents from our auditors, and  to amend Items 1 and 3 of Part I, Items 5, 6, 8 and 9A of Part II, and Items 14 and 15 of Part III of its Annual Report on Form 10-K for the fiscal year ended September 30, 2011, as filed with the Securities and Exchange Commission on January 13, 2012 (the “Original Filing”). The purpose of this Amendment No. 1, together with the related report of the Company’s independent registered public accounting firm, in accordance with General Instruction A(4) of Form 10-K not later than 30 days after the applicable due date of the Original Filing. In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, the Company has set forth the text of Items 1 and 3 of Part I, Items 5, 6, 8 and 9A of Part II, and Items 14 and 15 of Part III, as amended. This Amendment No. 1 does not otherwise update information in the Original Filing to reflect facts or events occurring subsequent to the date of the Original Filing. Currently-dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer have been included as exhibits to this Amendment No. 1.


DOCUMENTS INCORPORATED BY REFERENCE - None
























TABLE OF CONTENTS


 

Page

 

 

PART I

2

 

 

Item 1. Business

2

 

 

Item 3. Legal Proceedings

3

 

 

PART II

4

 

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and and Issuer Purchases of Equity Securities

4

 

 

Item 6. Selected Financial Data

5

 

 

Item 8. Financial Statements and Supplementary Data

7

 

 

Item 9A. Controls and Procedures

27

 

 

PART III

29

 

 

Item 14. Principal Accounting Fees and Services

31

 

 

Item 15. Exhibits and Financial Statement Schedules

33







1




Part I


ITEM 1.  BUSINESS


We are a Delaware corporation whose principal executive offices are located at 2 Executive Drive, Suite 630, Fort Lee, NJ 07024. Unless the context otherwise requires, the terms "we", "us" or "our" as used herein refer to Receivable Acquisition & Management Corporation and our subsidiary.


Overview


Receivable Acquisition & Management Corporation (the “Company”) was in the business of acquiring and collecting portfolios of performing, sub-performing and non-performing consumer and commercial receivables.  


We generally acquired non-performing and sub-performing consumer and commercial receivable portfolios at a significant discount to the amount actually owed by the debtors or insurers. We acquire these portfolios after a qualitative and quantitative analysis of the underlying receivables and establish a purchase price based on expected recovery and our internal rate of return hurdle. After purchasing a portfolio, we outsource collections to carefully selected collection agencies and we actively monitor its performance and review and adjust our collection and servicing strategies accordingly.

  

The recovery process is largely done by collection agencies and law firms. Recovery process is generally handed over to lawyers when it is determined the debtor has the ability to satisfy his/her obligation but normal collection activities have not resulted in resolution.

 

In the event of legal action, we seek attorneys/collection law firms that are located in the state of the debtor. The proximity of the agent to the debtor has a significant influence on the debtors’ actions.

 

We use an internally developed incentive-based fee structure to negotiate the contingency fees of the recovery partners. This is a tiered method of paying the partner an increasing percentage of collections if they meet pre-agreed to hurdles. These hurdles are recovery of our investment plus returns in defined time periods. In most cases, an underestimation of the collection process involves the extension of the collection horizon. For instance, a debtor that is not in a position to immediately settle their obligation at the moment the obligation is purchased, is most likely to be in a position of being able to clear his/her credit in the foreseeable future if they are capable of gainful employment or expects their financial lot to improve. We will not write off these types of debtors but may extend our collection horizon to include the moment in time when collection/settlement is possible. We continuously weigh the benefits of selling the obligations versus holding it in anticipation of settlement. If we can realize an acceptable return within the expected horizon by selling the loan, the Company will do so. In most cases an obligation becomes collectible at a point in time. Periodically, we will evaluate our portfolios to identify accounts with profiles that are inconsistent with our collection strategies. Such accounts can be offered for sale to a network of investors, collection agencies and law firms.

 

For the years ended September 30, 2011 and September 30, 2010, our revenues were approximately $52,572  and $158,851 and our net loss was ($81,812) and ($136,318), respectively. The Company has discontinued making new investments and is in the business of collecting on the receivables we presently have, while we seek to merge with or acquire another company.


Industry Overview


The purchasing, servicing and collection of charged-off, sub-performing and performing consumer receivables is an industry that is driven by:


*

levels of consumer debt;

*

defaults of the underlying receivables; and

*

utilization of third-party providers to collect such receivables.

 



2





We believe that as a result of the difficulty in collecting these past due receivables and the desire of originating institutions to focus on their core businesses and to generate revenue from these receivables, originating institutions are increasingly electing to sell these portfolios.  


Strategy


The Company ceased making new investments in charged off consumer credit portfolios since October 2007 and is currently running off existing portfolios and seeking to merge with or acquire company seeking to go public. The Company entered into a letter of intent in April 2011 to merge with Airbak Technologies LLC and advanced $165,000 as a secured loan. However, the Company has not been able close the merger and filed suit to recover the amount lent to Airbak. The Company continues to remain engaged in the Airbak matter but there is no certainty of concluding a transaction with Airbak. The Company is aggressively looking at additional targets.  

 

Employees


As of September 30, 2011, we had 1 full-time employee.


ITEM 3. LEGAL PROCEEDINGS


The Company is not a party to any pending legal proceedings or 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 July 28, 2011, the Company filed a complaint with the United States District Court, District of New Jersey against Philip Troy Christ and Airbak Technologies LLC for breach of contract, false representations, and default of certain Promissory Notes issued under a Master Loan Agreement. The Company and an investor introduced by the Company had advanced $165,000 to Airbak under a Secured Master Loan Agreement with the intent of concluding a merger. However, Mr. Philip Troy Christy individually and concurrently entered into merger negotiations with another company and Airbak failed to repay the Promissory Notes that became due. The Company is seeking an amount no less than $165,000 plus accrued interest, cost of litigation and other legal costs incurred while negotiating a merger with Airbak. Additionally, the Company is seeking $100,000 on behalf of an investor who directly advanced $100,000 against a promissory note,  directly to Airbak under the same Master Loan Agreement in order to assist with the merger. The outcome of this complaint cannot be determined at this point.









3




PART II


ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES


Since October 2004, our common stock, par value $.001 per share, had been quoted on the Nasdaq Bulletin Board under the symbol “RCVA”. Prior to October 2004, there was no market for our common stock. The last reported price as of December 31, 2011 was $0.03 per share.


Quarter Ended

High ($)

Low ($)

March 31, 2010

.19

.02

June 30, 2010

.25

.03

September 30, 2010

.29

.04

December 31, 2010

.42

.02

March 31, 2011

.03

.01

June 30, 2011

.13

.02

September 30, 2011

.06

.03

December 31, 2011

.03

.03

 

Holders


As of December 31, 2011 we had approximately 270 holders of our common stock. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.


Dividends

 

We have never declared or paid any cash dividends on our common stock. We do not anticipate paying any cash dividends to stockholders in the foreseeable future. In addition, any future determination to pay cash dividends will be at the discretion of the Board of Directors and will be dependent upon our financial condition, results of operations, capital requirements, and such other factors as the Board of Directors deem relevant.








4




Equity Compensation Plans


As of September 30, 2011, we had the following securities authorized for issuance under the equity compensation plans:

 

Plan Category

 

Number of Securities to be issued

upon exercise of outstanding options,

warrants and rights

 

Weighted-average exercise price

of outstanding options,

warrants and rights

 

Number of securities remaining

available for future issuance

under equity compensation plans

(excluding securities reflected in column (a)

 

 

 

 

 

 

 

Equity compensation plans approved by security holders

 

 

2,500,000

 

$

0.01

 

 

__

Equity compensation plans not approved by security holders

 

 

-

 

 

-

 

 

-

Total

 

 

2,500,000

 

$

0.01

 

 

__


ITEM 6.  SELECTED FINANCIAL DATA


The following selected consolidated financial data should be read in conjunction with our consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. The statements of operations data for the years ended September 30, 2011 and 2010 are derived from our audited financial statements which are included elsewhere in this Form 10-K.  The historical results are not necessarily indicative of results to be expected for future periods.

  

Consolidated Statements of Operations Data:


 

For the Year Ended September 30, 2011 & 2010

 

2011

2010

 

 

 

 

 

Revenue

$

52,572

$

158,851

 

 

 

 

 

Selling, general and administrative

$

134,582

$

234,228

Total operating expenses

$

134,582

$

295,529

(Loss) from operations

$

(82,010)

$

(136,678)

Other (expense) income, net

$

198

$

360

Net (loss)

$

(81,812)

$

(136,318)

 

 

 

 

 

Basic  (loss) per share

$

(0.00)

$

( 0.01)

Diluted (loss) per share

$

(0.00)

$

( 0.01)

 

 

 

 

 

Shares used in calculation of loss per share

 

17,815,614

 

16,075,499






5




Consolidated Balance Sheet Data:


 

For the Year Ended September 30, 2011 & 2010

 

2011

2010

Cash and cash equivalents

$

178,318

$

186,401

Working Capital

$

136,673

$

163,843

Total assets

$

344,615

$

243,742

Long-term obligations

$

--

$

--

Total Stockholder’s equity

$

137,544

$

202,261















6




ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED SEPTEMBER 30, 2011 AND 2010





FINANCIAL STATEMENTS:



 

PAGE(S)

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

8 - 9

 

 

Consolidated Balance Sheets as of September 30, 2011 and 2010

10

 

 

Consolidated Statements of Operations for the Years Ended September 30, 2011 and 2010

11

 

 

Consolidated Statements of Stockholders’ Equity as of September 30, 2011

12

 

 

Consolidated Statements of Cash Flows for the Years Ended September 30, 2011 and 2010

13

 

 

Notes to Consolidated Financial Statements

14-21
























7




Silberstein Ungar, PLLC CPAs and Business Advisors

Phone (248) 203-0080

Fax (248) 281-0940

30600 Telegraph Road, Suite 2175

Bingham Farms, MI 48025-4586

www.sucpas.com


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors

Receivable Acquisition and Management Corporation

Fort Lee, New Jersey


We have audited the accompanying consolidated balance sheet Receivable Acquisition and Management Corporation as of September 30, 2011, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.  The financial statements of Receivable Acquisition and Management Corporation as of and for the year ended September 30, 2010 were audited by other auditors whose report dated January 12, 2011 was unqualified.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Receivable Acquisition and Management Corporation, as of September 30, 2011 and the results of its operations and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.


The accompanying consolidated financial statements have been prepared assuming that Receivable Acquisition and Management Corporation will continue as a going concern.  As discussed in Note 10 to the consolidated financial statements, the Company has incurred losses from operations, has limited working capital, and is in need of additional capital to grow its operations so that it can become profitable.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans with regard to these matters are described in Note 10. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ Silberstein Ungar, PLLC

Silberstein Ungar, PLLC


Bingham Farms, Michigan

January 23, 2012





8





 


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To Receivable Acquisition and Management Corporation and Subsidiaries

2 Executive Drive, Suite 630, Fort Lee, New Jersey, 07024


We have audited the accompanying consolidated balance sheet of Receivable Acquisition and Management Corporation and Subsidiaries (the “Company”) as of September 30, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the year ended September 30, 2010.  These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.


We conducted our audit in accordance with standards of the Public Company Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.


In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Receivable Acquisition and Management Corporation and Subsidiaries as of September 30, 2010 and the results of their operations and their cash flows for the year ended September 30, 2010 in conformity with accounting principles generally accepted in the United States of America.


/s/ Friedman LLP

New York, New York

January 12, 2011


406 LIPPINCOTT DRIVE, SUITE J, MARLTON, NJ 08053 T 856.355.5900 F 856.396.0022

OFFICES IN NEW YORK CITY | LONG ISLAND AND AN INDEPENDENT MEMBER FIRM OF DFK WITH OFFICES WORLDWIDE







9




RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2011 AND 2010


ASSETS

 

 

 

2011

2010

 

 

 

CURRENT ASSETS

 

 

  Cash

$     178,318

$     186,401

  Notes receivable

165,000

-

  Finance receivables - short term

432

18,923

 

 

 

Total current assets

343,750

205,324

 

 

 

OTHER ASSETS

 

 

  Finance receivables - long-term

865

38,418

 

 

 

Total other assets

865

38,418

 

 

 

TOTAL ASSETS

$     344,615

$     243,742

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

CURRENT LIABILITIES

 

 

  Accrued and other expenses

$       34,289

$      41,481

  Officer loan

2,782

-

  Notes payable

170,000

-

 

 

 

Total current liabilities

207,071

41,481

 

 

 

COMMITMENT & CONTINGENCIES

 

 

 

 

 

STOCKHOLDERS'  EQUITY

 

 

  Preferred stock, par value $10 per share;

 

 

    10,000,000 shares authorized in 2010 and 2009 and 0 shares

 

 

    issued and outstanding at September 30, 2011 and 2010, respectively

-

-

  Common stock, par value $.001 per share;

 

 

    325,000,000 shares authorized in 2010 and 2009

 

 

    and 17,948,896 and 16,052,896 shares issued and 16,052,896 shares

 

 

    outstanding at September 30, 2011 and 2010, respectively

17,949

16,803

  Additional paid-in capital

667,597

651,648

  Accumulated deficit

(548,002)

(466,190)

 

 

 

Total stockholders' equity

137,544

202,261

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$     344,615

$     243,742


The accompanying notes are an integral part of the consolidated financial statements.



10





RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED SEPTEMBER 30, 2011 AND 2010


 

2011

2010

 

 

 

 

 

 

REVENUES

 

 

  Financing income

$           51,512

$      145,109

  Service income and other

1,060

13,742

       Total revenues

52,572

158,851

 

 

 

COSTS AND EXPENSES

 

 

  Selling, general and administrative

134,582

234,228

  Impairment of receivables

-

61,301

       Total costs and expenses

134,582

295,529

 

 

 

INCOME (LOSS) FROM OPERATIONS

(82,010)

(136,678)

 

 

 

OTHER INCOME (EXPENSES)

 

 

  Interest income

198

360

       Total other income (expenses)

198

360

 

 

 

 

 

 

NET INCOME (LOSS) APPLICABLE TO COMMON STOCK

$          (81,812)

$    (136,318)

 

 

 

INCOME (LOSS) PER COMMON SHARE, BASIC AND DILUTED

$             (0.00)

$         (0.01)

 

 

 

WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC

17,815,614

16,075,499






The accompanying notes are an integral part of the consolidated financial statements.




11





RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED SEPTEMBER 30, 2011 AND 2010



 

 

 

Additional

 

 

 

 

 

Common Stock

 

Paid-In

 

Accumulated

 

 

 

Shares

 

Amount

 

Capital

 

Deficit

 

Total

 

 

 

 

 

 

 

 

 

 

BALANCE, SEPTEMBER 30, 2009

16,052,896

 

$       16,053

 

$      614,566

 

$    (329,872)

 

$      300,747

 

 

 

 

 

 

 

 

 

 

Issued 750,000 options  for compensation

 

 

 

 

17,582

 

-

 

17,582

 

 

 

 

 

 

 

 

 

 

Issuance of stock for cash

750,000

 

750

 

19,500

 

-

 

20,250

 

 

 

 

 

 

 

 

 

 

Net income (loss) for the year ended September 30, 2010

 

 

 

 

 

 

(136,318)

 

(136,318)

 

 

 

 

 

 

 

 

 

 

BALANCE, SEPTEMBER 30, 2010

16,802,896

 

$       16,803

 

$      651,648

 

$    (466,190)

 

$      202,261

 

 

 

 

 

 

 

 

 

 

Issuance of stock for cash

900,000

 

900

 

5,850

 

 

 

6,750

 

 

 

 

 

 

 

 

 

 

Issuance of stock for cash

46,000

 

46

 

299

 

 

 

345

 

 

 

 

 

 

 

 

 

 

Issued 200,000 shares for board compensation

200,000

 

200

 

9,800

 

 

 

10,000

 

 

 

 

 

 

 

 

 

 

Net income (loss) for the year ended September 30, 2011

 

 

 

 

 

 

(81,812)

 

(81,812)

 

 

 

 

 

 

 

 

 

 

BALANCE, SEPTEMBER 30, 2010

17,948,896

 

$       17,949

 

$      667,597

 

$    (548,002)

 

$      137,544




The accompanying notes are an integral part of the consolidated financial statements.




12





RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED SEPTEMBER 30, 2011 AND 2010



 

September 30,

September 30,

 

2011

2010

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

  Net income (loss)

$ (81,812)

$ (136,318)

 

 

 

Adjustments to reconcile net income to net cash

 

 

provided by operating activities:

 

 

  Issuance of stock

10,000

17,582

 

 

 

Changes in Operating Assets and Liabilities

 

 

  Collections applied to principal on finance receivables

56,044

22,521

  Decrease in prepaid expenses

-

939

  Increase (decrease) accrued expenses

(7,192)

3,683

  Write-down of receivables

-

61,301

       Net cash provided by  operating activities

(22,960)

(30,292)

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

  Proceeds (payment) on notes receivable

(165,000)

-

       Net cash (used in) financing activities

(165,000)

-

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

  Proceeds from exercise of stock options

7,095

20,250

  Proceeds (payment) on notes payable

170,000

-

  Proceeds from officer loan

2,782

 

       Net cash (used in) financing activities

179,877

20,250

 

 

 

NET (DECREASE) IN CASH

(8,083)

(10,042)

 

 

 

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR

186,401

196,443

 

 

 

CASH AND CASH EQUIVALENTS - END OF YEAR

$178,318

$  186,401





The accompanying notes are an integral part of the consolidated financial statements.







13





RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011 AND 2010


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


A.  THE COMPANY AND PRESENTATION


Receivable Acquisition and Management Corporation and Subsidiaries (the “Company”) was formerly Biopharmaceutics, Inc. In June 1999, pursuant to a meeting of the Board of Directors, Biopharmaceutics Inc, adopted a resolution and filed a certificate of amendment to the certificate of incorporation and changed the name of Biopharmaceutics, Inc., to Feminique Corporation.


On November 25, 2003, the Feminique Corporation incorporated a wholly-owned subsidiary Receivable Acquisition and Management Corp of New York. The Company purchases, manages and collects defaulted consumer receivables.


On April 21, 2004, Feminique Corporation amended its certificate of incorporation to increase its authorized number of shares of common stock from 75,000,000 shares to 325,000,000 shares.  This amendment was approved by Feminique Corporation’s shareholders at its April 20, 2004 annual meeting.  The shareholders also changed the name of Feminique Corporation to Receivable Acquisition and Management Corporation.


The Company ceased investments in distressed consumer credit portfolios in September 2007 and is currently in the process of running off existing portfolios. Three agencies in the United States and one in UK are collecting the remaining portfolios. Since we outsource our collections, the Company is not required to register in each and every state the debtor resides. The collection agencies are required to register in each state they call debtors.

 

B.  FINANCE RECEIVABLES


The Company has adopted the provisions of Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) 310-30 for its investment in finance receivables, “Accounting for Loans or Certain Debt Securities Acquired in a Transfer.” This SOP limits the yield that may be accreted (accretable yield) to the excess of the Company’s estimate of undiscounted expected principal, interest and other cash flows (cash flows expected at the acquisition to be collected) over the Company’s initial investment in the finance receivables.  Subsequent increases in cash flows expected to be collected are recognized prospectively through adjustment of the finance receivables yield over its remaining life. Decreases in cash flows expected to be collected are recognized as impairment to the finance receivable portfolios. The Company’s proprietary collections model is designed to track and adjust the yield and carrying value of the finance receivables based on the actual cash flows received in relation to the expected cash flows.


During the years ended September 30, 2011 and 2010, the Company neither acquired nor sold any finance receivables.


In the event that cash collections would be inadequate to amortize the carrying balance, an impairment charge would be taken with a corresponding write-off of the receivable balance. Accordingly, the Company does not maintain an allowance for credit losses.





14





RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011 AND 2010


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 years ended September 30, 2011 and 20010 were as follows:


 

2011

2010

Balance at beginning of year

$  57,341

$  141,163

Cash collections applied to principal

(56,044)

(22,521)

Receivable writedown

-

(61,301)

Balance at end of year

$  1,297

$  57,431

Estimated Remaining Collections (“ERC”)*

 $  1,297

$  57,431


*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 $51,512 and $145,109 for the fiscal years ended September 30, 2011 and 2010, respectively.


Under ASC 310-30 debt security impairment is recognized only if the fair market value of the debt has declined below its amortized costs. The Company took impairment charges totaling approximately $0 and $61,000 during the years ended September 30, 2011 and 2010, respectively.


C.  PRINCIPLES OF CONSOLIDATION


The consolidated financial statements include the accounts of the Company and its subsidiaries.  All significant intercompany accounts and transactions have been eliminated in consolidation.


D.  CASH AND CASH EQUIVALENTS


The Company considers all highly liquid debt instruments and other short-term investments with an initial maturity of three months or less to be cash or cash equivalents. There were no cash equivalents as of September 30, 2011 and September 30, 2010.







15





RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011 AND 2010


E.  INCOME TAXES


The Company accounts for income taxes pursuant to the provisions of the ASC 740, Accounting for Income Taxes, which requires an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities.


F.  USE OF ESTIMATES


The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during this reported period. Actual results could differ from those estimates.


G.  LOSS PER SHARE OF COMMON STOCK


Basic net loss per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants.


H. RECENT ACCOUNT PRONOUNCEMENTS


In January 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-06, “Improving Disclosures about Fair Value Measurements” (the “Update”). The Update provides amendments to FASB Accounting Standards Codification (“ASC”) 820-10 that require entities to disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers. In addition the Update requires entities to present separately information about purchases, sales, issuances, and settlements in the reconciliation for fair value measurements using significant unobservable inputs (Level 3). The disclosures related to Level 1 and Level 2 fair value measurements are effective for the Company in 2010 and the disclosures related to Level 3 fair value measurements are effective for the Company in 2011. The Update requires new disclosures only, and has no impact on our consolidated financial position, results of operations, or cash flows.













16





RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011 AND 2010



NOTE 2 - STOCK OPTIONS


In April 2004, the Company adopted a stock option plan upon approval by the shareholders at the Annual General Meeting under which selected eligible key employees of the Company are granted the opportunity to purchase shares of the Company’s common stock. The plan provides that 37,500,000 shares of the Company’s authorized common stock be reserved for issuance under the plan as either incentive stock options or non-qualified options. Options are granted at prices not less than 100 percent of the fair market value at the end of the date of grant and are exercisable over a period of ten years or as long as that person continues to be employed or serve on the on the Board of Directors, whichever is shorter. At September 30, 2011 and September 30, 2010, the Company had no options outstanding under this plan.


The fair value of each option awarded is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following table. Expected volatilities are based on historical volatility of the Company’s stock, and other factors. The expected life of the options granted represents the period of time from date of grant to expiration (1 year). The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant. The per share weighted-average fair value of stock options granted for the years ended September 30, 2011 and 2010 was $0 and $.027, respectively, on the date of grant using the Black Scholes option-pricing model with the following assumptions:


Life

Dividend Yield

Risk-free Interest rate

Volatility

1 year

0%

0.290%

239.60%


A summary of the status of the Company’s stock option plans for the fiscal years ended September 30, 2011 and 2010 and changes during the years are presented below: (in number of options):


 

Number of Options

Average Exercise Price

Outstanding options at October 1, 2009

-

$  -

Options granted

750,000

0.027

Options exercised

(750,000)

0.027

Outstanding options as of September 30, 2010

-

$  -


No options were issue during the year ended September 30, 2011.





17





RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011 AND 2010



NOTE 2 - STOCK OPTIONS (CONTINUED)


Remaining options available for grant were 36,750,000 and 36,750,000 as of September 30, 2011 and 2010, respectively.  The total intrinsic value of options exercised during the years ended September 30, 2011 and 2010 was $0 and $17,582, respectively. Cash received from the exercise of stock options for the years ended September 30, 2011 and 2010 was $0 and $20,250, respectively.


For the years ended September 30, 2011 and 2010, the unamortized compensation expense for stock options for both the years ended was $0. The Company has no non-vested options as of September 30, 2011. The compensation cost that has been charged against income for the Plan was $0 and $17,582 for the fiscal years ended September 30, 2011 and 2010, respectively. No options were issued during the year ended September 30, 2011.


NOTE 3 - WARRANTS


The Company issued warrants during the year 2004 with an exercise price of $0.0075 and a 10 year term.. During 2011 all of the outstanding warrants were exercised and the company received proceeds of $7,095.  At September 30, 2011 and September 30, 2010, respectively, the Company had -0- and 946,000 warrants outstanding.


NOTE 4 - INCOME TAXES


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


There was no provision for income tax for the years ended September 30, 2011 and 2010.


Due to the uncertainty of utilizing the approximate $548,002 and $466,190 in net operating loss carryforwards for the years ended September 30, 2011 and 2010 respectively, and realizing the deferred tax assets in the future, an offsetting valuation allowance has been established for the full amount of the deferred tax assets. The losses are available to offset future taxable income through 2031.


 

September 30,

2011

September 30,

2010

Default tax assets

$  191,801

$  163,167

Less: valuation allowance

(191,801)

(163,167)

Totals

$  -

$  -






18





RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011 AND 2010



NOTE 5 - STOCK HOLDERS’ EQUITY


COMMON STOCK


There were 325,000,000 shares of common stock authorized, with 17,948,896 and 16,802,896 shares issued and outstanding at September 30, 2011 and September 30, 2010, respectively. The par value for the common stock is $.001 per share.


During the year ended September 30, 2010 the Company issued 750,000 options for compensation valued at $17,582. The options were exercised and the Company received cash of $20,250.


The following is a list of the common stock transactions during the year ended September 30, 2011:


The Company issued 946,000 shares for cash of $7,095. The issuance resulted from the exercise of stock warrants.


The Company issued 200,000 shares for services.  The value was $10,000.


NOTE 6 - RELATED PARTY


The Company receives fees from Ramco Income Fund Limited (“Fund”) a Bermuda entity. The Company is the investment manager of the Fund.  The servicing fees for the years ended September 30, 2011 and 2010 were $1,060 and $13,742 respectively. The Fund has been fully redeemed. See Note 9.


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:


The Company issued warrants during the year 2004. At September 30, 2011, 0 warrants remained outstanding.


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.






19




RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011 AND 2010



NOTE 7 - FAIR VALUE MEASUREMENTS (CONTINUED)

 

The following table represents the fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2011:


Assets

Level 1

Level 2

Level 3

Total

Finance receivables

-

-

$  1,297

$  1,297

Total Assets

-

-

$  1,297

$  1,297

Liabilities

-

-

-

-

Total Liabilities

-

-

-

-


The following table represents the fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2010:


Assets

Level 1

Level 2

Level 3

Total

Finance receivables

-

-

$  57,341

$  57,341

Total Assets

-

-

$  57,341

$  57,341

Liabilities

-

-

-

-

Total Liabilities

-

-

-

-


The following table is a reconciliation of changes in the net fair value of finance receivables which are classified as level 3 in the fair value hierarchy.


 

2011

2010

Finance receivables

 

 

Balance as of October 1,

57,341

141,163

Cash collected

56,044

22,521

Impairment of receivables

-

61,301

Balance as of September 30,

1,297

57,341


NOTE 8 - NOTES RECEIVABLE


On April 27, 2011 the Company has notes receivable from Airbak Technologies, LLC. The principal balances of these notes are $165,000 at September 30, 2011. These notes bear interest at a rate of 15% or maximum of $24,000. Airbak defaulted on the Note and Company has a default judgement outstanding and highest permitted default interest rate continues to accrue. In the event a merger with Airbak is not completed then Company will enforce the judgment and pursue claims against the members of Airbak Technologies LLC.



NOTE 9 - NOTES PAYABLE


On May 4, 2011, the Company issued a convertible note payable in the amounts of $50,000 each to Brent Grady and Dr. Rizwan Chaudhry, at an annual interest rate of 5%.  The note is due on Nov 4, 2012. On August 10, 2011, the Company issued a convertible note payable in the amounts of $40,000 and $30,000 to BMS Associates and Farheen Shadab, at an annual interest rate of 5%.  The note is due on February 10, 2013. Brent Grady’s note of $50,000 was paid back without interest and penalty subsequent to September 30, 2011 and the company continues to accrue interest on the remaining notes.





20




RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011 AND 2010



NOTE 10 - GOING CONCERN


The Company has incurred operating losses since inception, has limited working capital, and its operating activities may require financing from outside institutions and/or related parties. The accompanying consolidated financial statements have been prepared assuming that the company will continue as a going concern. The Company will need outside financing to support its continued operations or may need to seek a merger with another company in order to survive.


NOTE 11 - SUBSEQUENT EVENTS


Of the $170,000 note payable outstanding as of September 30, 2012, the Company redeemed $50,000 of it by paying back $50,000 without interest and penalty.






















                       









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ITEM 9A. CONTROLS AND PROCEDURES


(a) Disclosure Controls and Procedures


Our principal executive and principal financial officer has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a - 15(e) and 15d - 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this annual report.  He has concluded that, based on such evaluation, our disclosure controls and procedures were effective as of September 30, 2011, as further described below.


(b) Management’s Annual Report on Internal Control Over Financial Reporting


Overview


Internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) refers to the process designed by, or under the supervision of, our principal executive officer and principal financial officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.


Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations.  Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.  Internal control over financial reporting also can be circumvented by collusion or improper management override.  Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.  However, these inherent limitations are known features of the financial reporting process.  Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.


Management has used the framework set forth in the report entitled “Internal Control - Integrated Framework” published by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission to evaluate the effectiveness of RAMC’s internal control over financial reporting.  As a result of the material weaknesses described below, management has concluded that the Company’s internal control over financial reporting was effective as of September 30, 2011.


Management’s Assessment


Management has determined that, as of the September 30, 2011 measurement date, there were no material weaknesses in both the design and effectiveness of our internal control over financial reporting.


Human Resources: The Company has an outsourcing model whereby all collections functions are outsourced to external collection agencies and law firms. Each agency and law firm is required to send remittances along with detailed collections report at least once a month. Our collections manager handles receipt of checks and reports. She has a supervisor to review all data entered into our software system. The data is further verified by the CEO who receives independent reports from agencies and law firms.


Collections: All remittances are received as checks along with remittance report from all our collection agencies. Collections are entirely handled by our operations center in Rancho Santa Fe, California. The reports are entered into our software system “Collect”.  The checks are then deposited by our New Jersey office. The checks are posted into our accounting records upon receipt of reports from California office and independent reports from the Collection Agencies. Receipt, depositing and recording functions are completely delineated. To date we have not had an incidence of theft or leakage.


Internal Accounting: Our internal accounting is done by a CPA firm before financials are submitted to our auditors. However, management of the company erred and filed a Form 10-K which did not contain the “final” audited version of the financial statements and prior to the Form 10-K having been fully reviewed by its independent auditors, and without their consent.


Financial Reporting: The Company does not deal with any inventories or receivables. Our reporting is based on actual collections. Receivables are rarely created. The Company pays most of its bills upon receipt.



22





Revenue Recognition: The Company currently uses “Recovery Method” instead of Interest Method for recognizing finance income. Finance income is only recognized when the investment cost has been fully recognized.


Portfolio Impairment and Accretion: The Company assesses each portfolio for possible impairment or accretion at the end of each fiscal year based on actual collections at the time of determination.  

  

This annual report does not include an attestation report of the Company’s registered accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission


(c) Changes in Internal Control over Financial Reporting


There has been no change in our internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.   

 














23




PART III


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES


Audit and Non-Audit Fees


Aggregate fees for professional services rendered for the Company by Friedman LLP and Silberstein Ungar, PLLC for the fiscal years ended September 30, 2011 and 2010 are set forth below. The aggregate fees included in the Audit category are fees billed for the fiscal years for the audit of the Company's annual financial statements and review of financial statements and statutory and regulatory filings or engagements. The aggregate fees included in each of the other categories are fees billed in the fiscal years. (All references to "$" in this Proxy Statement are to United States dollars.)


 

 

September 30,

2011

 

September 30,

2010

 

 

 

 

 

 

 

Audit Fees

 

$

8,000

 

$

20,000

 

Audit Related Fees

 

$

5,250

 

$

 

 

Tax Fees

 

$

1,000

 

$

1,500

 

All Other Fees

 

$

0

 

$

0

 

Total

 

$

14,250

 

$

21,500

 

 

Audit Fees for the fiscal years ended September 30, 2011 and 20010 were for professional services rendered for the audits of the consolidated financial statements of the Company, quarterly review of the financial statements included in Quarterly Reports on Form 10-Q, consents, and other assistance required to complete the year-end audit of the consolidated financial statements.


Audit-Related Fees as of the fiscal years ended September, 2011 and 2010 were for assurance and related services reasonably related to the performance of the audit or review of financial statements and not reported under the caption Audit Fees.


Tax Fees as of the fiscal year ended September 30, 2011 and 2010 were for professional services related to tax compliance, tax authority audit support and tax planning.


There were no fees that were classified as All Other Fees as of the fiscal years ended September 30, 2011 and 2010.


As the Company does not have a formal audit committee, the services described above were not approved by the audit committee under the de minimus exception provided by Rule 2-01(c)(7)(i)(C) under Regulation S-X. Further, as the Company does not have a formal audit committee, the Company does not have audit committee pre-approval policies and procedures.


ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


(a)  Financial Statements and Schedules


1.  Financial Statements


The following consolidated financial statements are filed as part of this report under Item 8 of Part II “Financial Statements and Supplementary Data.:


A.  Consolidated Balance Sheets at September 30, 2011 and 2010.

B.  Consolidated Statements of Operations for the Years Ended September 30, 2011 and 2010.

C.  Consolidated Statements of Shareholders’ Equity for the Years Ended September 30, 2011 and 2010.

D.  Consolidated Statements of Cash Flows for the Years Ended September 30, 2011 and 2010.


(b)  Exhibits


Exhibit 31 - Certification of Principal Executive Officer and Principal Accounting Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32 - Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



24




SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 30th day of January 2012.

 


RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION


/s/ Max Khan

By:  Max Khan

Chief Executive Officer, Chief Financial/Accounting Officer, and Director

Date: January 30, 2012

 


In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

 

/s/ Max Khan

By: Max Khan

Chief Executive/Accounting Officer, Chief Financial Officer and Director

Date: January 30, 2012

 

 

/s/ Gobind Sahney

By: Gobind Sahney

Chairman of the Board

Date: January 30, 2012

 

/s/ Steven Lowe

By: Steven Lowe

Director

Date: January 30, 2012

















 




25