UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

     [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, 2005

                                       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)

                            140 Broadway, 46th Floor
                            New York, New York 10005
                                  212-858-7590

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 [ ]

As of August 11, 2005, there were 15,070,601 shares of the Registrant's Common
Stock, $0.001 par value per share, outstanding.

          Transitional Small Business Disclosure Format Yes [ ] No [X]
<PAGE>

                 RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005

                                TABLE OF CONTENTS

PART I      FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION &
            OPERATIONS

            RISK FACTORS

ITEM 3.     CONTROLS AND PROCEDURES

PART II     OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ITEM 5.     OTHER INFORMATION

ITEM 6.     EXHIBITS

SIGNATURES

THIS  REPORT  CONTAINS   FORWARD-LOOKING   STATEMENTS  THAT  INVOLVE  RISKS  AND
UNCERTAINTIES.  SUCH STATEMENTS ARE BASED ON CURRENT EXPECTATIONS,  ASSUMPTIONS,
ESTIMATES AND  PROJECTIONS  ABOUT THE COMPANY AND ITS INDUSTRY.  FORWARD-LOOKING
STATEMENTS  ARE  SUBJECT TO KNOWN AND  UNKNOWN  RISKS,  UNCERTAINTIES  AND OTHER
FACTORS  THAT  MAY  CAUSE  ACTUAL  RESULTS,  LEVELS  OF  ACTIVITY,  PERFORMANCE,
ACHIEVEMENTS  AND PROSPECTS TO BE MATERIALLY  DIFFERENT FROM THOSE  EXPRESSED OR
IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY UNDERTAKES NO OBLIGATION
TO UPDATE  PUBLICLY ANY  FORWARD-LOOKING  STATEMENTS  FOR ANY REASON EVEN IF NEW
INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCURRING IN THE FUTURE.


                                       2
<PAGE>

        RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION AND SUBSIDIARIES
                (FORMERLY FEMINIQUE CORPORATION AND SUBSIDIARIES)

                             CONDENSED CONSOLIDATED
                        FINANCIAL STATEMENTS - UNAUDITED

                FOR THE THREE MONTHS ENDED JUNE 30, 2005 AND 2004

        INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
                FOR THE THREE MONTHS ENDED JUNE 30, 2005 AND 2004

                                                                      Pages
Condensed Consolidated Balance Sheet                                   4-5
as of June 30, 2005 - Unaudited

Condensed Consolidated Statements of Income (Operations)                6
For the Six Months and Three Months
Ended June 30, 2005 and 2004 - Unaudited

                                                                        7
Condensed Consolidated Statements of Cash Flows For the Six Months
Ended June 30, 2005 and 2004 - Unaudited

                                                                       8-18
Notes to Condensed Consolidated Financial Statements


                                       3
<PAGE>

       RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEET - UNAUDITED
                                  JUNE 30, 2005

                                     ASSETS

CURRENT ASSETS
  Cash                                                                $   86,247
  Finance receivables - short term                                       347,196
  Prepaid assets                                                           1,468
                                                                      ----------

          Total current assets                                           434,911
                                                                      ----------

OTHER ASSETS
  Finance receivables - long-term                                        704,913
                                                                      ----------

          Total other assets                                             704,913
                                                                      ----------

TOTAL ASSETS                                                          $1,139,824
                                                                      ==========

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


                                       4
<PAGE>

       RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
          CONDENSED CONSOLIDATED BALANCE SHEET (CONTINUED) - UNAUDITED
                                  JUNE 30, 2005

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable - Trade                                           $   18,238
   Accrued and other expenses                                             47,312
   Note Payable -short term                                               60,000
   Liabilty for stock to be issued                                         3,750
   Income tax expense                                                     20,583
                                                                      ----------

          Total current liabilities                                      149,883
                                                                      ----------

LONG TERM LIABILITIES
   Note payable -long term                                                20,000
                                                                      ----------

TOTAL LIABILITIES                                                        169,883
                                                                      ----------

STOCKHOLDERS'  EQUITY
   Preferred stock, par value $10 per share;
       authorized 10,000,000 shares, 80,000 shares issued
       and outstanding at June 30, 2005                                  800,000
   Common stock, par value $.001 per share;                               15,071
       authorized 325,000,000 shares issued and 15,070,601
       outstanding at June 30, 2005
   Additional paid-in capital                                             81,347
   Retained earnings                                                      73,523
                                                                      ----------

           Total stockholders' equity                                    969,941
                                                                      ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $1,139,824
                                                                      ==========

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


                                       5
<PAGE>

       RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENT OF INCOME - UNAUDITED
           FOR THE NINE AND THREE MONTHS ENDED JUNE 30, 2005 AND 2004

<TABLE>
<CAPTION>
                                                          FOR THE NINE MONTHS ENDED        FOR THE THREE MONTHS ENDED
                                                                 JUNE 30,                            JUNE 30,
                                                         2005               2004             2005              2004
                                                      ------------      ------------     ------------      ------------
<S>                                                   <C>               <C>              <C>               <C>
REVENUES
    Royalty income                                    $         --      $     20,000     $         --      $         --
    Financing income                                       262,210           281,583           71,322           153,792
    Gain on sale of finance receivable                      87,514                --               --                --
    Service income                                          93,920                --           25,887                --
                                                      ------------      ------------     ------------      ------------
             TOTAL INCOME                                  443,644           301,583           97,209           153,792

COSTS AND EXPENSES
    Selling, general and administrative                    412,058           299,079          132,189           163,981
                                                      ------------      ------------     ------------      ------------
             Total costs and expenses                      412,058           299,079          132,189           163,981
                                                      ------------      ------------     ------------      ------------

NET INCOME (LOSS) BEFORE OTHER INCOME                       31,586             2,504          (34,980)          (10,189)

OTHER INCOME
   Other income - interest                                   1,430             1,596              183             1,352
                                                      ------------      ------------     ------------      ------------
             Total other income                              1,430             1,596              183             1,352
                                                      ------------      ------------     ------------      ------------

NET INCOME (LOSS) BEFORE PROVISION FOR INCOME TAX     $     33,016      $      4,100     $    (34,797)     $     (8,837)

PROVISION FOR INCOME TAXES                                 (20,583)               --               --                --
                                                      ------------      ------------     ------------      ------------

NET INCOME (LOSS)                                           12,433             4,100          (34,797)           (8,837)

LESS PREFERRED STOCK DIVIDEND                              (30,000)               --          (10,000)               --
                                                      ------------      ------------     ------------      ------------

INCOME (LOSS) APPLICABLE TO COMMON STOCK              $    (17,567)     $      4,100     $    (44,797)     $     (8,837)
                                                      ------------      ------------     ------------      ------------

BASIC INCOME (LOSS) PER COMMON SHARE                  $     (0.001)     $      0.001     $     (0.003)     $     (0.001)
                                                      ============      ============     ============      ============

DILUTED INCOME (LOSS)
PER COMMON SHARE                                      $     (0.001)     $         --     $     (0.002)     $     (0.001)
                                                      ============      ============     ============      ============

WEIGHTED AVERAGE OUTSTANDING SHARES
OF COMMON STOCK - BASIC                                 14,962,909        14,845,725       15,070,601        14,845,725
                                                      ============      ============     ============      ============

WEIGHTED AVERAGE OUTSTANDING SHARES
OF COMMON STOCK - DILUTED                               21,212,909        21,345,725       21,320,601        14,845,725
                                                      ============      ============     ============      ============
</TABLE>

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


                                       6
<PAGE>

       RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
                FOR THE NINE MONTHS ENDED JUNE 30, 2005 AND 2004

<TABLE>
<CAPTION>
                                                                          2005             2004
                                                                      -----------      -----------
<S>                                                                   <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                                          $    12,433      $     4,100
Adjustments to reconcile net income to
net cash (used in) operating activities:
   Common Stock issued for consulting                                          --              543
   Writeoff prepaid expenses                                                   --            5,316
    Reorganization adjustments                                                 --            7,020
   Common Stock issued for officer's salary                                    --            6,020

Changes in Certain Assets and Liabilities
Proceeds from sale of portfolio - net of gain                             205,736               --
Acquisition of finance receivables, net of buybacks                     1,033,183         (931,888)
Collections applied to principal on finance receivables                   405,982          203,460
(Increase) Decrease in Prepaid expenses & exchange account                 96,295               --
(Decrease) Increase Accounts payable - Trade                              (66,247)         (13,190)
(Decrease) Increase Accrued Expenses                                       42,312           10,000
Increase in liability for stock to be issued                                3,750
(Decrease) Increase in Income Taxes                                       (18,455)              --
                                                                      -----------      -----------

          Net cash provided by (used in) operating activities            (351,377)        (708,619)
                                                                      -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from note payable                                                 80,000          985,000
Issuance of common stock                                                    1,500            7,178
Repurchase of warrants                                                   (100,000)
Preferred stock dividend                                                  (30,000)              --
                                                                      -----------      -----------

              Net cash provided by (used in) financing activities         (48,500)         992,178

NET INCREASE (DECREASE) IN CASH                                          (399,877)         283,559

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                             486,124           21,284
                                                                      -----------      -----------

CASH AND CASH EQUIVALENTS - END OF PERIOD                             $    86,247      $   304,843
                                                                      ===========      ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Issuance of Common Stock for:
   Conversion of accounts payable and accrued expenses                $        --      $   529,933
                                                                      ===========      ===========
   Conversion of accrued expenses                                     $        --      $    89,538
                                                                      ===========      ===========
   Conversion of notes payable                                        $     5,000      $   322,000
                                                                      ===========      ===========
   Conversion of promissory note                                      $        --      $   800,000
                                                                      ===========      ===========
   Goodwill                                                           $        --      $     6,000
                                                                      ===========      ===========
   Conversion of debentures payable                                   $        --      $   575,000
                                                                      ===========      ===========
</TABLE>

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


                                       7
<PAGE>

       RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2005 AND 2004

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      A. THE COMPANY AND PRESENTATION

      The condensed consolidated unaudited interim financial statements included
      herein  have  been  prepared  by  Receivable  Acquisition  and  Management
      Corporation  and   Subsidiaries   (the  "Company"),   formerly   Feminique
      Corporation  and  Subsidiaries  without  audit,  pursuant to the rules and
      regulations of the Securities and Exchange Commission (the "SEC"). Certain
      information and footnote  disclosures  normally  included in the financial
      statements  prepared in accordance  with accounting  principles  generally
      accepted in the United States of America have been condensed or omitted as
      allowed by such rules and  regulations,  and the Company believes that the
      disclosures are adequate to make the information presented not misleading.
      It is suggested that these condensed  consolidated financial statements be
      read in  conjunction  with the  September  30, 2004  audited  consolidated
      financial statements and the accompanying notes thereto.  While management
      believes the procedures followed in preparing these condensed consolidated
      financial  statements are  reasonable,  the accuracy of the amounts are in
      some respects  dependent  upon the facts that will exist,  and  procedures
      that will be accomplished by the Company later in the year.

      The  management of the Company  believes that the  accompanying  unaudited
      condensed   consolidated  financial  statements  contain  all  adjustments
      (including normal recurring  adjustments)  necessary to present fairly the
      operations,  changes in stockholders' equity (deficit), and cash flows for
      the periods presented.

      On November 25, 2003, the Company  incorporated a wholly owned  subsidiary
      Receivable  Acquisition  and  Management  Corp of New York  ("Ram").  This
      corporation  plans to  purchase,  manage and  collect  defaulted  consumer
      receivables.

      On April 21, 2004, the Company 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 the Company's
      shareholders at its April 20, 2004 annual meeting.


                                       8
<PAGE>

       RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2005 AND 2004

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      B. FINANCE RECEIVABLES

      The Company on December 15, 2003,  acquired defaulted consumer  receivable
      portfolios  for  $569,071  with  a  face  value  of  $15,985,138.  Another
      portfolio  with face value of $18,944,048  was acquired for $331,501.  The
      Company  accounts  for its  investment  in finance  receivables  under the
      guidance of Statement of Position  ("SOP") 03-3,  "Accounting for Loans or
      Certain Debt Securities Acquired in a Transfer." This SOP limits the yield
      that may be  accreted  (accretable  yield) to the excess of the  Company's
      estimate of undiscounted expected principal, interest and other cash flows
      (cash  flows  expected  at  the  acquisition  to be  collected)  over  the
      Company's  initial  investment  in  the  finance  receivables.  Subsequent
      increases  in  cash  flows   expected  to  be  collected  are   recognized
      prospectively through adjustment of the finance receivables yield over its
      remaining  life.  Decreases  in cash flows  expected to be  collected  are
      recognized  as  impairment  to  the  finance  receivable  portfolios.  The
      Company's  proprietary  collections  model is designed to track and adjust
      the yield  and  carrying  value of the  finance  receivables  based on the
      actual cash flows received in relation to the expected cash flows.

      The Company acquired on April 19, 2004 a third portfolio with a face value
      of $447,390 for $31,317.

      The Company will use for this third  portfolio the  "Recovery  Method" for
      revenue  recognition  under  which no  revenue  is  recognized  until  the
      investment amount of $31,317 has been recovered.

      The  Company on  September  16, 2004 put $97,763 on deposit for the fourth
      portfolio.  However,  the Company did not take possession of the portfolio
      and received a full refund in October 2004.

      The Company acquired on October 10, 2004 a new portfolio with a face value
      of $2,107,132  for $100,444.  The Company will use for this  portfolio the
      "Recovery  Method"  for  revenue  recognition  under  which no  revenue is
      recognized until the investment amount of $100,444 has been recovered.

      On November 23, 2004 the Company sold the portfolio  with an original face
      value of  $18,944,048  and an  acquisition  price of $331,051  for a sales
      price of $293,250.  The Company  recognized a gain of $87,514 on the sale.
      The carrying value of the portfolio at the time of sale was $205,736.

      During the quarter ending March 31, 2005, the Company acquired  portfolios
      for  $487,280.  The Company will use for these  portfolios  the  "Recovery
      Method" for revenue recognition under which no revenue is recognized until
      the investment amount of $487,280 has been recovered.

      The Company  acquired  on April 11, 2005 a portfolio  with a face value of
      $5,500,000 for $375,000.  The Company will apply the "Recovery Method" for
      revenue  recognition  under  which no  revenue  is  recognized  until  the
      investment amount of $375,000 has been recovered.


                                       9
<PAGE>

       RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2005 AND 2004

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      B. FINANCE RECEIVABLES (CONTINUED)

      The Company  acquired the fourth tranche of a forward flow on June 2, 2005
      with a face value of $619,275  for  $37,660.  The  Company  will apply the
      "Recovery  Method"  for  revenue  recognition  under  which no  revenue is
      recognized until the investment amount of $37,660 has been recovered.

      During the  quarter  ending June 30,  2005,  the  Company  acquired  total
      portfolios  for $412,660.  The Company will use for these  portfolios  the
      "Recovery  Method"  for  revenue  recognition  under  which no  revenue is
      recognized until the investment amount of $412,660 has been recovered.

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

      The agreements to purchase the aforementioned  receivables include general
      representations  and warranties from the sellers  covering  account holder
      death or bankruptcy,  and accounts  settled or disputed prior to sale. The
      representation and warranty period permitting the return of these accounts
      from the  Company to the  seller is  typically  90 to 180 days.  Any funds
      received  from the seller of finance  receivables  as a return of purchase
      price are  referred  to as  buybacks.  Buyback  funds are  simply  applied
      against the finance receivable balance received.  They are not included in
      the Company's cash  collections  from  operations nor are they included in
      the Company's cash collections applied to principal amount.  Gains on sale
      of finance  receivables,  representing the difference  between sales price
      and the unamortized value of the finance receivables,  are recognized when
      finance receivables are sold.

      Changes in finance  receivables  for the nine  months  ended June 30, 2005
      were as follows:

                                                           Nine Months Ended
                                                              June 30, 2005
                                                              -----------
      Balance at beginning of period  October 1, 2004         $   630,641
      Acquisition of finance receivables                        1,033,186
      Cash collections applied to principal                      (405,982)
      Sale of portfolio - net of gain                            (205,736)
                                                              -----------
      Balance at the end of the period                        $ 1,052,109
                                                              ===========
      Estimated Remaining Collections ("ERC") *               $ 2,161,767
                                                              ===========

      o     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 $262,210 for
            the nine months ending June 30, 2005.


                                       10
<PAGE>

       RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2005 AND 2004

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      C. PRINCIPLES OF CONSOLIDATION

      The condensed  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 June 30,
      2005.

      The Company  maintains  cash and cash  equivalents  balances at  financial
      institutions that are insured by the Federal Deposit Insurance Corporation
      up to $100,000.

      E. FURNITURE AND EQUIPMENT

      Furniture and equipment when acquired will be stated at cost. Depreciation
      will be provided  using  straight-line  method over the  estimated  useful
      lives of the assets.

      Maintenance  and repairs are charged to  operations  when  incurred.  When
      assets are sold or otherwise  disposed of, the asset  accounts and related
      accumulated  depreciation  accounts are relieved,  and any gain or loss is
      included in operations.

      F. INCOME TAXES

      The  Company  has  adopted  the   provisions  of  Statement  of  Financial
      Accounting  Standards  ("SFAS") No. 109,  Accounting for Income Taxes. The
      statement   requires  an  asset  and  liability   approach  for  financial
      accounting and reporting of income taxes,  and the recognition of deferred
      tax assets and  liabilities  for the  temporary  differences  between  the
      financial  reporting  bases  and tax  bases of the  Company's  assets  and
      liabilities  at  enacted  tax rates  expected  to be in  effect  when such
      amounts are realized or settled.


                                       11
<PAGE>

       RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
                (FORMERLY FEMINIQUE CORPORATION AND SUBSIDIARIES)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2005 AND 2004

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      G. USE OF ESTIMATES

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

      H. STOCK-BASED COMPENSATION

      Employee stock awards under the Company's compensation plans are accounted
      for in accordance  with Accounting  Principles  Board Opinion No. 25 ("APB
      25"),   "Accounting   for  Stock   Issued  to   Employees",   and  related
      interpretations.  The Company  provides  the  disclosure  requirements  of
      Statement of  Financial  Accounting  Standards  No. 123,  "Accounting  for
      Stock-Based  Compensation"  ("SFAS  123"),  and  related  interpretations.
      Stock-based awards to non-employees are accounted for under the provisions
      of SFAS 123 and has adopted the enhanced disclosure provisions of SFAS No.
      148 "Accounting for Stock-Based Compensation-Transition and Disclosure, an
      amendment of SFAS No. 123".

      The Company  measures  compensation  expense for its employee  stock-based
      compensation using the intrinsic-value  method.  Under the intrinsic-value
      method of accounting for stock-based compensation, when the exercise price
      of options  granted to employees is less than the estimated  fair value of
      the  underlying  stock  on the date of  grant,  deferred  compensation  is
      recognized  and is amortized to  compensation  expense over the applicable
      vesting period. In each of the periods  presented,  the vesting period was
      the period in which the options were granted. All options were expensed to
      compensation in the period granted rather than the exercise date.

      The Company measures compensation expense for its non-employee stock-based
      compensation  under  the  Financial   Accounting  Standards  Board  (FASB)
      Emerging Issues Task Force (EITF) Issue No. 96-18,  "Accounting for Equity
      Instruments  that are Issued to Other Than Employees for Acquiring,  or in
      Conjunction with Selling, Goods or Services". The fair value of the option
      issued is used to measure the  transaction,  as this is more reliable than
      the fair value of the services received. The fair value is measured at the
      value of the Company's  common stock on the date that the  commitment  for
      performance  by the  counterparty  has been reached or the  counterparty's
      performance  is  complete.  The fair  value of the  equity  instrument  is
      charged directly to compensation expense and additional paid-in capital.

      I. REVENUE RECOGNITION

      Revenue is recognized  based on AICPA  Statement of Position  03-3, if the
      management is  reasonably  comfortable  with  expected cash flows.  In the
      event,  expected  cash flows cannot be reasonably  estimated,  the Company
      will use the "Recovery  Method" under which  revenues are only  recognized
      after the initial investment has been recovered.


                                       12
<PAGE>

      J. EARNINGS PER SHARE OF COMMON STOCK

      Historical  net income per common  share is  computed  using the  weighted
      average number of common shares  outstanding.  Diluted  earnings per share
      (EPS) include additional  dilution from common stock equivalents,  such as
      stock  issuable  pursuant to the exercise of stock  options and  warrants.
      Common stock  equivalents  were not included in the computation of diluted
      earnings per share when the Company reported a loss because to do so would
      be antidilutive for periods presented.

      The following is a reconciliation of the computation for basic and diluted
      EPS:

                                                   June 30,          June 30,
                                                     2005              2004
                                                ------------      ------------
      Net income after payment of preferred
          dividend                              $    (17,567)     $      4,100
                                                ------------      ------------
      Weighted-average common shares
      Outstanding (Basic)                         14,962,909        14,845,725

      Weighted-average common stock
      Equivalents
        Stock options                                950,000                --
        Warrants                                   5,300,000         6,500,000
                                                ------------      ------------

      Weighted-average common shares
      Outstanding (Diluted)                       21,212,909        21,345,725
                                                ============      ============

      The weighted average common stock outstanding as of June 30, 2005 has been
      restated for the one for fifteen  reverse stock split that occurred during
      the year ending September 30, 2004.

      K. RECENT ACCOUNT PRONOUNCEMENTS

      In June  2001,  the FASB  issued  Statement  No. 142  "Goodwill  and Other
      Intangible  Assets".  This Statement  addresses  financial  accounting and
      reporting for acquired goodwill and other intangible assets and supersedes
      APB Opinion No. 17, Intangible  Assets. It addresses how intangible assets
      that are  acquired  individually  or with a group of other assets (but not
      those  acquired  in a business  combination)  should be  accounted  for in
      financial statements upon their acquisition. This Statement also addresses
      how goodwill and other  intangible  assets  should be accounted  for after
      they  have  been  initially  recognized  in  the  consolidated   financial
      statements.

      In October 2003, the American  Institute of Certified  Public  Accountants
      issued  Statement  of Position  ("SOP")  03-03,  "Accounting  for Loans or
      Certain Securities  Acquired in a Transfer." This SOP proposes guidance on
      accounting for  differences  between  contractual  and expected cash flows
      from an investor's initial investment in loans or debt securities acquired
      in a transfer if those differences are attributable,  at least in part, to
      credit  quality.  This SOP is effective for loans acquired in fiscal years
      beginning  after December 15, 2004.  This SOP would limit the revenue that
      may be accrued to the excess of the estimate of expected future cash flows
      over a portfolio's initial cost of accounts receivable  acquired.  The SOP
      would require that the excess of the contractual  cash flows over expected
      cash flows not be recognized as an adjustment of revenue,  expense,  or on
      the  balance  sheet.  The SOP would  freeze the  internal  rate of return,
      referred to as IRR, originally  estimated when the accounts receivable are
      purchased  for  subsequent  impairment  testing.  Rather  than  lower  the
      estimated IRR if the original collection  estimates are not received,  the
      carrying  value of a  portfolio  would be  written  down to  maintain  the
      original IRR.  Increases in expected future cash flows would be recognized
      prospectively  through adjustment of the IRR over a portfolio's  remaining
      life. The SOP provides that previously issued annual financial  statements
      would  not  need to be  restated.  Management  has  decided  on the  early
      adoption of the application of this SOP.


                                       13
<PAGE>

       RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2005 AND 2004

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      K. RECENT ACCOUNT PRONOUNCEMENTS (CONTINUED)

      In May 2003,  the FASB issued SFAS  Statement  No.  150,  "Accounting  for
      Certain Financial Instruments with Characteristics of both Liabilities and
      Equity". This statement establishes standards for how an issuer classifies
      and measures certain financial  instruments with  characteristics  of both
      liabilities  and equity.  It requires that an issuer  classify a financial
      instrument  that is within its scope as a  liability  (or an asset in some
      circumstances).  This  statement is effective  for  financial  instruments
      entered into or modified  after May 31, 2003 and otherwise is effective at
      the beginning of the first interim period  beginning  after June 15, 2003,
      except  for  mandatory  redeemable  financial   instruments  of  nonpublic
      entities,  if  applicable.  It is  to  be  implemented  by  reporting  the
      cumulative  effect of a change in an  accounting  principle  for financial
      instruments  created  before the issuance  date of the Statement and still
      existing at the beginning of the interim period of adoption.  The adoption
      of this  statement  did not have a  significant  impact  on the  Company's
      results of operations or financial position.

      L. RECLASSIFICATION

      Certain  amounts  in the June 30,  2004  Financial  Statements  have  been
      reclassified to conform to the 2005 presentation.

NOTE 2- NOTES PAYABLE

      A. On October 2, 2003,  the Company  borrowed an  additional  $20,000 from
      Artemis Equity Hedge Fund Ltd, evidenced by a convertible  promissory note
      bearing  interest at 7% per annum.  The note is due on or before March 30,
      2004.  This note is  classified  as a  short-term  note as the  holder may
      convert  at their  discretion.  The  Company  issued in May 2004,  100,250
      shares of common stock to satisfy the debt.

      B. On December 11, 2003, the Company borrowed an additional  $800,000 from
      Artemis Equity Hedge Fund Ltd, evidenced by a convertible  promissory note
      bearing  interest at 5% per annum.  The note is due on or before March 31,
      2004.  This note is  classified  as a  short-term  Note as the  holder may
      convert at their  discretion.  The note may be exchanged into  convertible
      preferred stock with a 5% dividend.  The preferred stock is convertible at
      $10 per share. The Company issued 80,000 shares of preferred stock in June
      2004 to satisfy the debt.

      C. On January  29, 2004 the Company  borrowed  an  additional  $5,000 note
      bearing  interest  at 5% per annum.  The note is  convertible  into common
      stock at $.20 per share. The Company issued in October 2004, 24,876 shares
      of common stock to satisfy the debt.

      D. On June 10, 2005, the Company agreed to repurchase  1,000,000  warrants
      at $.10  per  warrant.  The  Company  has  paid  $20,000  and will pay the
      remaining $80,000 over 16 months.


                                       14
<PAGE>

NOTE 3- STOCK OPTIONS

      In April 2004,  the Company  adopted a stock option plan upon  approval by
      the  shareholders  art the Annual  General  Meeting  under which  selected
      eligible  key  employees  of the Company are  granted the  opportunity  to
      purchase  shares of the  Company's  common  stock.  The plan provides that
      37,500,000 shares of the Company's authorized common stock be reserved for
      issuance under the plan as either incentive stock options or non-qualified
      options.  Options  are  granted at prices not less than 100 percent of the
      fair market value at the end of the date of grant and are exercisable over
      a period of ten years or a long as that person continues to be employed or
      serve on the on the Board of Directors,  whichever is shorter. At June 30,
      2005, the Company had 950,000 options outstanding under this plan.

NOTE 4- INCOME TAXES

      The income tax accounting  reported within these  statements is summarized
      as follows:

                                                                  June 30,
                                                                   2005
                                                                 --------

      Provision

      Current:
           Federal                                               $ (9,625)
           State and Local                                        (10,958)
                                                                 --------

              Total Current                                       (20,583)

      Deferred                                                         --
                                                                 --------

      Total provision for income taxes                           $(20,583)
                                                                 ========

      The Company's  effective tax rate is different than what would be expected
      if the  statutory  rates were applied to "net income  (loss) before income
      taxes" primarily  because of expenses  deductible for financial  reporting
      purposes that are not deductible for tax purposes allowed.


                                       15
<PAGE>

       RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2005 AND 2004

NOTE 5- STOCK HOLDERS' EQUITY (Equity)

      The Company  issued 80,000  shares of preferred  stock at $10 per share in
      June 2004 to  discharge  the $800,000  convertible  note  promissory  note
      payable to Artemis Equity Hedge Fund Ltd.

      The  Company  issued  24,988,534  shares  of common  stock  for  $7,178 to
      exercise  existing  warrants as of December  31, 2003.  In  addition,  the
      Company  issued  an  additional  25,005,733  shares  of  common  stock for
      extinguishment of debt relating to bankruptcy reorganization.

      The Board of  Directors  approved  a 1 for 15 reverse  stock  split at the
      shareholders meeting on April 21, 2004. The September 30, 2004 shares have
      been retroactively restated to reflect the reverse stock split.

      The Company  issued 827,067 shares of common stock at $0.1995 per share in
      May 2004 to discharge a shareholder's loan of $165,000.

      The Company  issued 100,250 shares of common stock at $0.1995 per share in
      May 2004 to discharge a $20,000 loan from Artemis Equity Hedge Fund.

      On January 21,  2004 the  Company  entered  into an  agreement  to acquire
      General Outsourcing Services, Inc., a corporation owned by the Chairman of
      the Company.  The Company issued  4,230,000 shares at $0.0014 per share in
      June 2004 in consideration of this agreement.

      On January 22, 2004 the Company entered into an employment  agreement with
      its President  and CEO, Max Khan to issue  4,300,000  shares.  The company
      issued  4,300,000  shares of common stock at $.0014 per share in June 2004
      as employment compensation for Mr. Max Khan.

      The  Company  issued  388,408  shares  of  common  stock in  exchange  for
      consulting  services.  The 388,408  shares of common  stock were issued at
      $0.0014 per share as payment for consulting services.

      The  Company  issued  24,876  shares of common  stock at $.20 per share in
      October 2004 to discharge a shareholders' loan of $5,000.

      The Company  issued  200,000 shares of common stock at $.0075 per share in
      February 2005 as a conversion of warrants into common stock.

      The Company  repurchased  14,684  shares of common stock on June 24, 2005.
      The shares  will be retired in August  2005.  Currently,  the  purchase is
      accounted for as a prepaid asset. The shares were repurchased for $.10 per
      share for a total amount of $1,468.

      The Company received $3,750 for the exercise of 500,000 warrants at $.0075
      per share of common  stock in June 2005.  The Company  will issue  500,000
      shares of common stock in August 2005.


                                       16
<PAGE>

       RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2005 AND 2004

NOTE 6- SUBSEQUENT EVENTS

      Sale of Portfolio

      On July 12,  2005 the Company  sold the  portfolio  with an original  face
      value of $3,674,498 and an acquisition price of $233,330 for a sales price
      of $168,767.  The Company will recognize a loss in the fourth Quarter. The
      Company retained approximately $92,000 in face value of paying accounts.


                                       17
<PAGE>

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, 2004 as filed with the
Securities  and  Exchange  Commission.  Cautionary  Statements  Pursuant to Safe
Harbor Provisions of the Private Securities Litigation Reform Act of 1995:

This  report  contains  forward-looking  statements  within  the  meaning of the
federal  securities  laws.  These  forward-looking   statements  involve  risks,
uncertainties   and  assumptions  that,  if  they  never  materialize  or  prove
incorrect,  could  cause the results of the  Company to differ  materially  from
those expressed or implied by such forward-looking  statements.  All statements,
other than  statements  of  historical  fact,  are  forward-looking  statements,
including statements  regarding overall trends,  gross margin trends,  operating
cost trends,  liquidity and capital needs and other  statements of expectations,
beliefs, future plans and strategies,  anticipated events or trends, and similar
expressions  concerning  matters  that  are not  historical  facts.  The  risks,
uncertainties and assumptions referred to above may include the following:

      o     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;

      o     ability to acquire sufficient portfolios;

      o     ability to recover sufficient amounts on acquired portfolios;

      o     a decrease  in  collections  if  bankruptcy  filings  increase or if
            bankruptcy laws or other debt collection laws change; |X| changes in
            government  regulations that affect the Company's ability to collect
            sufficient amounts on its acquired or serviced receivables;

      o     the Company's ability to retain the services of recovery partners;

      o     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;

      o     the degree and nature of the Company's competition; and

      o     our  ability  to respond to  changes  in  technology  and  increased
            competition;

      o     the risk factors  listed from time to time in the Company's  filings
            with the Securities and Exchange Commission.

Overview

The  Company is engaged in the  purchase  and  recovery  of  defaulted  consumer
receivables. These receivables are acquired at deep discounts and outsourced for
collections on a contingency  basis. The Company also manages Ramco Income Fund,
Ltd, a Bermuda domiciled mutual fund with $3.1 million in invested capital.  The
Company  continues  to  seek  additional   capital  to  invest  into  additional
portfolios but it cannot provide any assurances that it will be able to raise or
generate such capital.


                                       18
<PAGE>

RESULTS OF OPERATIONS

Overview

The  Company  continues  to  execute  its  long  term  strategy.   With  several
relationships in place with debt sellers, the Company is now in discussions with
several  lenders  for a credit  facility  which will allow us to acquire  larger
portfolios  although it cannot provide any guarantees that it will be successful
in any obtaining any such credit  facility or finalizing  any such  acquisition.
The following table summarizes collections, revenues, operating expenses, income
before taxes and fully diluted net income.

<TABLE>
<CAPTION>
                                               Three Months Ended June 30, 2005
                                       ----------------------------------------------------
                                         2005             2004          $ Change   % Change
                                       ----------------------------------------------------
<S>                                    <C>             <C>             <C>             <C>
      Net Collections                  $ 213,575       $ 285,000       ($ 71,425)     -25%

      Finance Income                   $  71,322       $ 153,792       ($ 82,470)     -54%
             as a % of Collections            33%             54%

      Servicing Income                 $  25,887       $       0       $  25,887

      Operating Expenses               $ 132,189       $ 163,981       ($ 31,792)     -19%

      Income Before Taxes              ($ 34,797)      ($  8,837)      ($ 25,960)     -294%

      Fully Diluted EPS                ($  0.002)      ($  0.001)      ($  0.001)     -100%
</TABLE>

Revenue

The  Company had a net loss of $34,797  during the  quarter  ended June 30, 2005
versus a net loss of $8,837 during the quarter ended June 30, 2004. For the nine
months  ended June 30, 2005 the  company had a net income of $12,433  versus net
income of $4,100 during the quarter ended June 30,  2004.The  Company  generated
$97,322 in total revenue during the quarter ended June 30, 2005 versus  $153,792
for quarter  ended June 30, 2004 and $115,200 for the first  quarter ended March
31, 2004.  Total revenue for the quarter  ended June 30, 2005  included  $71,322
finance income and $25,887 servicing  income.  Finance income declined by 54% or
$82,460  compared to the quarter ended June 30, 2004 and 7.5% or $5,822 compared
to the quarter ended March 31, 2005.  Servicing income declined  sequentially by
31% due to sale of portfolios being serviced by the Fund under  management.  The
Company did not have any  servicing  income in the quarter  ended June 30, 2004.
Finance income was lower during the quarter because the company carried only one
portfolio on an accrual  basis versus two  portfolios  in the quarter ended June
30, 2004. During the quarter,  the Company acquired two portfolios and the third
tranche of a forward flow that are being carried on a cost recovery  basis.  The
Company  collected  $213,575  during the quarter but recognized  only $71,322 as
revenues. As a percentage,  recognized revenue (finance income) was 33% of total
cash  collected.  Beginning  July  2005,  the  management  expects  to apply the
interest rate method to the portfolios  acquired during the first three quarters
of the fiscal year. The company continues to remain  conservative in its revenue
recognition policy.


                                       19
<PAGE>

Operating Expenses

Total operating expenses decreased by 19% to $132,189 for the three months ended
June  30,  2005  versus  $163,981  for the  quarter  ended  June  30,  2004  and
sequentially increased by 13% when compared to quarter ended March 31, 2004. The
increase  in expense was  largely  due to legal fees  related to our  litigation
against Allied  Healthcare LLC. The Company does not expect the overall expenses
to rise materially for the remainder of the year.

Rent and Occupancy

Rent and occupancy expenses were $8,350 for the three months ended June 30, 2005
versus $12,000 for the Quarter ended June 30, 2004.

Depreciation

The Company did not record any  depreciation  expense for the three months ended
June 30, 2005.

Purchase of Defaulted Receivables

      During  the  three  months  ended  June 30,  2005,  the  Company  acquired
defaulted  consumer  receivables  portfolios with aggregate face value amount of
$6,119,375 at a cost of $412,660.  As a part of its  strategy,  the Company does
not do any in-house collection,  but outsources collection to carefully selected
specialist debt collection agencies.  The Company is currently working with four
collection  agencies on a contingency  basis.  The contingency fees averaged 27%
during the quarter.

Portfolio Data

The following  table shows the Company's  portfolio  buying  activity during the
quarter,  among other things,  the purchase price,  actual cash  collections and
estimated cash collection as of June 30, 2005.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
Purchase Period         Purchase Price(1)          Actual Cash Collections (2)          Estimated (3)
--------------------------------------------------------------------------------------------------------
<S>                             <C>                       <C>                                 <C>
   12/31/2003                   $ 569,070                 $ 1,231,010                         $ 548,460
   4/19/2004                     $ 31,317                    $ 28,832                          $ 53,632
   12/31/2004                   $ 100,444                    $ 54,002                         $ 193,090
   2/28/2005                     $ 81,076                    $ 26,618                         $ 156,860
  1/25/2005(4)                  $ 233,330                    $ 28,591                          $ 46,000
   3/11/2005                    $ 172,872                    $ 17,660                         $ 344,594
   4/11/2005                    $ 375,000                    $ 39,583                         $ 709,000
    6/2/2005                     $ 37,660                     $ 7,909                          $ 94,151
--------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Purchase  price  refers to the cash paid to a seller to acquire  defaulted
      receivables,  plus certain capitalized  expenses,  less the purchase price
      refunded by the seller due to the return of  non-compliant  accounts (also
      defined   as   buybacks).   Non-compliant   refers   to  the   contractual
      representations  and warranties between the seller and the Company.  These
      representations  and warranties  from the sellers  generally cover account
      holders'  death or bankruptcy  and accounts  settled or disputed  prior to
      sale. The seller can replace or repurchase these accounts.

(2)   Actual cash collections net of recovery cost or sale.

(3)   Total  estimated  collections  refers  to  the  actual  cash  collections,
      including cash sales, plus estimated  remaining  collections.  The Company
      will take an  impairment  charge if the  actual  recoveries  fall short of
      expected recoveries.

(4)   The  Portfolio  was sold in July for $168,767 and paying  accounts  with a
      face value of $92,000 were retained.


                                       20
<PAGE>

When the Company acquires a portfolio of defaulted receivables, it estimates the
expected recovery of the portfolio. A 60 month projection of cash collections is
created for each portfolio.  Only after the portfolio has  established  probable
and estimable  performance in excess of projections will the accretable yield be
increased and recognized as revenue.  If actual cash  collections  are less than
the original forecast,  the Company will take an impairment  charge.  Collection
activities  commence within 30 days of purchase,  which allows for adequate time
to scrub the portfolio for deceased, settled,  incarcerated and bankruptcy filed
accounts.  For modeling and revenue  recognition  purposes,  the company uses 15
calendar days.

Recovery Partners

The Company  outsources all its recovery  activities to carefully  selected debt
collection agencies and network of collection attorneys with specific collection
expertise.  The company is currently using four collection  agencies and several
law firms in the U.S. and U.K.  The average  contingent  collections  fee is 30%
which rises during the later years of recovery.

Seasonality

Collections  tend to be higher in the first and second  quarters of the year and
lower in the third and  fourth  quarter  of the year,  due to  consumer  payment
patterns in connection with seasonal employment,  income tax refunds and holiday
spending habits.

Currency Risk

The  Company  plans to acquire  defaulted  receivable  portfolios  in the United
Kingdom and such purchase may expose the company to adverse currency risks.

Liquidity and Capital Resources

As of June 30, 2005, the Company had working  capital of $285,028 versus working
capital of $502,885 at June 30, 2004. The decline in working  capital is largely
due to acquisition of additional portfolios during the Quarter.  Working capital
sequentially  declined  from $560,026 in the quarter ended March 31, 2005 due to
investment  of $412,660 in additional  portfolios  during the quarter ended June
30, 2005. The Company  believes that funds generated from  operations,  together
with  existing  cash  will be  sufficient  to  finance  its  operations  for the
foreseeable  future. For the nine month ended June 30, 2005, the Company had net
cash of $86,247  versus  $304,843 at the end of June 30, 2004.  Net cash used by
operating  activities  was  $351,377  for the nine  month  ended  June 30,  2005
compared to $708,619 during the nine month ended June 30, 2004. Net cash used by
financing  activities  was  $48,500  during the nine month  ended June 30,  2005
compared to net cash  provided of $992,178  during the nine month ended June 30,
2004.  The  decline  in  cash  used by  operating  activities  was due to  lower
portfolio  investments  and company  used  $48,500 to buy back shares and retire
1,000,000  warrants  in  private  transactions.  The  Company  did not raise any
capital  through  issuance  of  securities  during the nine month ended June 30,
2005.  Our  primary  investing  activity  to  date  has  been  the  purchase  of
charged-off  consumer receivable  portfolios.  During the quarter ended June 30,
2005,  we  invested   $412,660  in  three   portfolios  with  a  face  value  of
approximately $6.1 million.

Cash generated from operations is depended upon the Company's ability to collect
on its defaulted  consumer  receivables.  Many  factors,  including the economy,
purchase price and the Company's  ability to retain the services of its recovery
partners,  are essential to generate cash flows.  Fluctuations  in these factors
that cause a negative  impact on the  Company's  business  could have a material
negative  impact on its  expected  future cash flows.  During the  quarter,  the
Company  generated  approximately  $213,575  from  collections  and $25,887 from
servicing.

The  Company  believes  that funds  generated  from  operations,  together  with
existing cash will be sufficient to finance its operations  for the  foreseeable
future  The  Company  continues  to work  with a capital  provider  for a credit
facility that would allow the company to make larger  portfolio  acquisitions in
the  near  future.  There  is  no  assurance  that  the  negotiations  would  be
successful.


                                       21
<PAGE>

Income Taxes

We recorded an income tax provision of $20,583 for the nine month ended June 30,
2005. The provision reflects an effective tax rate of 30%

Contractual Obligation

The Company entered into a 12 month lease with H&Q Global Services at $2,550 per
month plus variable expenses that include telecommunication, copier, postage and
delivery charges.

Market Outlook for Charged-off Receivables

Recently there has been a substantial inflow of capital into this business which
has resulted in  significant  increase in prices paid. We expect that over time,
many of these new entrants to the market,  whose  business model may be based on
less than a  multi-disciplined  approach to purchasing and collecting,  will not
generate the returns  they  anticipated.  This may then reduce their  ability to
access  capital  and  potentially  may  require  them  to sell  their  remaining
portfolios  and exit the market.  Also,  the sellers are  increasing  turning to
large buyers that has hampered our ability to invest our available cash.

Critical Accounting Policy & Estimates

Our Management's  Discussion and Analysis of Financial  Condition and Results of
Operations section discusses our condensed  consolidated  financial  statements,
which have been  prepared in accordance  with  accounting  principles  generally
accepted in the United States of America as  promulgated  by the Public  Company
Accounting  Oversight  Board.  The  preparation  of these  financial  statements
requires  management to make estimates and assumptions  that affect the reported
amounts of assets and  liabilities  at the date of the financial  statements and
the reported amount of revenues and expenses during the reporting  period. On an
ongoing basis, management evaluates its estimates and judgments, including those
related to revenue  recognition,  accrued expenses,  financing  operations,  and
contingencies  and litigation.  Management  bases its estimates and judgments on
historical  experience  and on various  other  factors  that are  believed to be
reasonable  under the  circumstances,  the  results  of which form the basis for
making judgments about the carrying value of assets and liabilities that are not
readily  apparent  from other  sources.  Actual  results  may differ  from these
estimates under  different  assumptions  and  conditions.  The most  significant
accounting  estimates  inherent in the  preparation of our financial  statements
include  estimates as to the  appropriate  carrying  value of certain assets and
liabilities which are not readily apparent from other sources.  These accounting
policies are described at relevant  sections in this discussion and analysis and
in the condensed  consolidated  financial  statements included in this quarterly
report.


                                       22
<PAGE>

The Company  utilizes the interest  method under guidance  provided by the AICPA
issued  Statement of Position  ("SOP") 03-03 to determine  income  recognized on
finance receivables. In October 2004, the American Institute of Certified Public
Accountants issued Statement of Position ("SOP") 03-03, "Accounting for Loans or
Certain  Securities  Acquired  in a  Transfer."  This SOP  proposes  guidance on
accounting for differences  between  contractual and expected cash flows from an
investor's initial investment in loans or debt securities acquired in a transfer
if those differences are attributable, at least in part, to credit quality. This
SOP is effective for loans  acquired in fiscal years  beginning  after March 15,
2005.  The SOP would limit the revenue  that may be accrued to the excess of the
estimate  of  expected  future  cash flows over a  portfolio's  initial  cost of
accounts  receivable  acquired.  The SOP would  require  that the  excess of the
contractual  cash  flows  over  expected  cash  flows  not be  recognized  as an
adjustment of revenue,  expense,  or on the balance sheet.  The SOP would freeze
the internal rate of return,  referred to as IRR, originally  estimated when the
accounts receivable are purchased for subsequent impairment testing. Rather than
lower the estimated IRR if the original  collection  estimates are not received,
the carrying value of a portfolio would be written down to maintain the original
IRR.  Increases in expected future cash flows would be recognized  prospectively
through  adjustment  of the  IRR  over a  portfolio's  remaining  life.  The SOP
provides that previously issued annual financial statements would not need to be
restated.  Management is in the process of evaluating  the  application  of this
SOP.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements

                                  RISK FACTORS

IN  ADDITION  TO OTHER  INFORMATION  IN THIS  REPORT,  YOU SHOULD  CONSIDER  THE
FOLLOWING RISK FACTORS CAREFULLY. THESE RISKS MAY IMPAIR THE COMPANY'S OPERATING
RESULTS AND  BUSINESS  PROSPECTS  AS WELL AS THE MARKET  PRICE OF THE  COMPANY'S
COMMON STOCK.

      PENNY STOCK REGULATIONS AND REQUIREMENTS FOR LOW PRICED STOCK

The SEC adopted  regulations  which  generally  define a "penny stock" to be any
non-Nasdaq equity security that has a market price of less than $5.00 per share,
subject to  certain  exceptions.  Based  upon the price of the  Common  Stock as
currently  traded on the NASDAQ  Bulletin Board,  the Company's  Common Stock is
subject to Rule 15g-9 under the  Exchange  Act which  imposes  additional  sales
practice  requirements on broker-dealers  which sell securities to persons other
than established customers and "accredited  investors." For transactions covered
by this rule, a broker-dealer must make a special suitability  determination for
the purchaser and have received a purchaser's written consent to the transaction
prior to sale. Consequently, this rule may have a negative effect on the ability
of stockholders to sell common shares of the Company in the secondary market.

ITEM 3. 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,  2005.  They  have  concluded  that,  as of June  30,  2005  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,  2005 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.


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<PAGE>

              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.

                                     PART II

                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not a party to any material pending legal  proceedings or, to the
best  of its  knowledge,  a  proceeding  being  contemplated  by a  governmental
authority, nor is any of the Company's property the subject of any pending legal
proceedings  or a proceeding  being  contemplated  by a  governmental  authority
except for the following:

      o     On April 23, 2004, Reliant Industries, Inc., Michael Wong and Debbie
            Wong filed a complaint  with the  Supreme  Court of the State of New
            York  Suffolk  County  against  Biopharmaceuticals,  Inc. and Edward
            Fine.  Biopharmaceuticals,  Inc. is the Company's  former name.  The
            plaintiffs allege that the Company together with the other defendant
            committed fraud,  breach of contract and negligence.  The plaintiffs
            are seeking monetary payments for any loss that they may suffer as a
            result of the alleged  fraud,  breach of contract and  negligence as
            well as legal fees,  punitive damages and costs  disbursements.  The
            Company  denies all  allegations  and  intends to defend this action
            vigorously.

      o     On June 29, 2005,  Allied Surgical Centers  Management,  LLC, et al.
            ("Allied") filed a complaint against the Company seeking declaratory
            and injunctive  relief in connection with contracts entered in April
            2005  between  Allied and the Company  pursuant to which the Company
            acquired various account  receivables from Allied (the "Contracts").
            Such  compliant  was  filed in the  Superior  Court of the  State of
            California,  For the County of Los Angeles, Central District. Allied
            is seeking a declaratory judgment from the court which would exclude
            various account  receivables  (the "Disputed  Account  Receivables")
            from the Contracts.  Allied is also seeking a temporary  restraining
            order  and  preliminary  injunction  restricting  the  Company  from
            attempting to seize or collecting the Disputed Account  Receivables.
            The Company  filed a cross  complaint on July 15, 2005. In the cross
            complaint,  the  Company  is  seeking  an  accounting,  a  mandatory
            injunction for specific  performance of the Contracts and damages in
            the amount of $21,000,000 in connection with Allied's alleged breach
            of  contract,   fraud,  intentional  interference  with  prospective
            economic advantage,  breach of good faith, breach of fiduciary duty,
            conversion and slander. The Company expects the court to rule on the
            injunction on September 2, 2005.


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<PAGE>

ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company issued 200,000 shares of common stock at $.0075 per share in
February 2005 as a conversion of warrants into common stock.

The Company repurchased 14,684 shares of common stock on June 24, 2005. The
shares will be retired in August 2005. Currently, the purchase is accounted for
as a prepaid asset. The shares were repurchased for $.10 per share for a total
amount of $1,468.

The Company received $3,750 for the exercise of 500,000 warrants at $.0075 per
share of common stock in June 2005. The Company will issue 500,000 shares of
common stock in August 2005.

* All of the above offerings, sales and issuances were deemed to be exempt under
rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933, as
amended. No advertising or general solicitation was employed in offering the
securities. The offerings and sales were made to a limited number of persons,
all of whom were accredited investors, business associates of the Company or
executive officers of the Company, and transfer was restricted by the Company in
accordance with the requirements of the Securities Act of 1933. In addition to
representations by the above-referenced persons, we have made independent
determinations that all of the above-referenced persons were accredited or
sophisticated investors, and that they were capable of analyzing the merits and
risks of their investment, and that they understood the speculative nature of
their investment. Furthermore, all of the above-referenced persons were provided
with access to our Securities and Exchange Commission filings.

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

ITEM 6. EXHIBITS


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<PAGE>

      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.

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the Company has caused
this report to be signed by the undersigned, thereunto duly authorized.

                                        RECEIVABLE ACQUISITION & MANAGEMENT
                                        CORPORATION

Date:  August 15, 2005

                                        By: /s/ Max Khan
                                            ------------------------------------
                                            Max Khan
                                            Chief Executive Officer
                                            Chief Financial Officer
                                            Director

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

                                            /s/    Max Khan
                                            -----------------------------------
                                            By: Max Khan
                                            Chief Executive Officer,
                                            Chief Financial Officer and Director
                                            Date: August 15, 2005


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