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 ENDED DECEMBER 31, 2004

                                       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 February 14, 2005, there were 14,870,601 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 DECEMBER 31, 2004

                                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 AND MANAGEMENT CORPORATION AND SUBSIDIARIES
                (FORMERLY FEMINIQUE CORPORATION AND SUBSIDIARIES)

                             CONDENSED CONSOLIDATED
                        FINANCIAL STATEMENTS - UNAUDITED

              FOR THE THREE MONTHS ENDED DECEMBER 31, 2004 AND 2003

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

        INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
              FOR THE THREE MONTHS ENDED DECEMBER 31, 2004 AND 2003


                                       3
<PAGE>

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED:

      Balance Sheet of December 31, 2004 - Unaudited                       Pages
                                                                            5-6

      Statement of Income (Operations) For the Three Months                  7
      Ended December 31, 2004 and 2003 - Unaudited

      Statement of Cash Flows For the Three Months                           8
      Ended December 31, 2004 and 2003 - Unaudited

      Notes to Condensed Consolidated Financial Statements                 9-16


                                       4
<PAGE>

       RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
                (FORMERLY FEMINIQUE CORPORATION AND SUBSIDIARIES)
                CONDENSED CONSOLIDATED BALANCE SHEET - UNAUDITED
                                DECEMBER 31, 2004

                                     ASSETS

CURRENT ASSETS
  Cash                                                                $  777,419
  Finance Receivables - short term                                       135,679
                                                                      ----------

          TOTAL CURRENT ASSETS                                           913,098
                                                                      ----------

OTHER ASSETS
  Finance receivables - long-term                                        275,468
                                                                      ----------

          TOTAL OTHER ASSETS                                             275,468
                                                                      ----------

TOTAL ASSETS                                                          $1,188,566
                                                                      ==========

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


                                       5
<PAGE>


       RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
                (FORMERLY FEMINIQUE CORPORATION AND SUBSIDIARIES)
          CONDENSED CONSOLIDATED BALANCE SHEET (CONTINUED) - UNAUDITED
                                DECEMBER 31, 2004

                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable - Trade                                           $   20,946
   Accrued and other expenses                                             23,119
   Income tax expense                                                     20,583
                                                                      ----------

          TOTAL CURRENT LIABILITIES                                       64,648
                                                                      ----------

TOTAL LIABILITIES                                                         64,648
                                                                      ----------

STOCKHOLDERS'  EQUITY
   Preferred stock, par value $10 per share;
       authorized 10,000,000 shares, 80,000 shares issued
       and outstanding at December 31, 2004                              800,000
   Common stock, par value $.001 per share;                               14,871
       authorized 325,000,000 shares issued and 14,870,601
       outstanding at December 31, 2004
   Additional paid-in capital                                            180,047
   Retained earnings                                                     129,000
                                                                      ----------

           TOTAL STOCKHOLDERS' EQUITY                                  1,123,918
                                                                      ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $1,188,566
                                                                      ==========

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


                                       6
<PAGE>


       RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
                (FORMERLY FEMINIQUE CORPORATION AND SUBSIDIARIES)
       CONDENSED CONSOLIDATED STATEMENT OF INCOME (OPERATIONS) - UNAUDITED
              FOR THE THREE MONTHS ENDED DECEMBER 31, 2004 AND 2003

<TABLE>
<CAPTION>
                                                           FOR THE THREE MONTHS ENDED
                                                              DECEMBER 31, 2004
                                                           2004               2003
                                                       ------------       ------------
<S>                                                    <C>                <C>
REVENUES
    ROYALTY INCOME                                     $         --       $     20,000
    FINANCING INCOME                                        113,744                 --
    GAIN ON SALE OF FINANCE RECEIVABLE                       87,514                 --
    SERVICE INCOME                                           29,977                 --
                                                       ------------       ------------
              TOTAL INCOME                                  231,235             20,000

COSTS AND EXPENSES
    Selling, general and administrative                     163,343             78,442
                                                       ------------       ------------
              TOTAL COSTS AND EXPENSES                      163,343             78,442
                                                       ------------       ------------

NET INCOME (LOSS) BEFORE OTHER INCOME                        67,892            (58,442)

OTHER INCOME
   Other income - interest                                      601                 60
                                                       ------------       ------------
              TOTAL OTHER INCOME                                601                 60
                                                       ------------       ------------

NET INCOME (LOSS) BEFORE PROVISION FOR INCOME TAX      $     68,493       $    (58,382)
                                                       ============       ============

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

NET INCOME (LOSS)                                            47,910            (58,382)
                                                       ============       ============

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

INCOME (LOSS) APPLICABLE TO COMMON STOCK               $     37,910       $    (58,382)
                                                       ------------       ------------

BASIC INCOME (LOSS) PER COMMON SHARE                   $      0.003       $     (0.032)
                                                       ============       ============

BASIC AND DILUTED INCOME (LOSS)
PER COMMON SHARE                                       $      0.002       $     (0.032)
                                                       ============       ============

WEIGHTED AVERAGE OUTSTANDING SHARES
OF COMMON STOCK - BASIC                                  14,870,601          1,811,910
                                                       ============       ============

WEIGHTED AVERAGE OUTSTANDING SHARES
OF COMMON STOCK - DILUTED                                22,320,601          1,811,910
                                                       ============       ============
</TABLE>

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


                                       7
<PAGE>

       RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
                (FORMERLY FEMINIQUE CORPORATION AND SUBSIDIARIES)
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
              FOR THE THREE MONTHS ENDED DECEMBER 31, 2004 AND 2003

                                                            2004         2003
                                                         ---------    ---------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income (loss)                                      $  47,910    $ (58,382)
ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO
NET CASH (USED IN) OPERATING ACTIVITIES:

CHANGES IN CERTAIN ASSETS AND LIABILITIES
Proceeds from sale of portfolio - net of gain              205,736           --
Acquisition of finance receivables, net of buybacks       (100,444)    (569,071)
Collections applied to principal on finance receivables    114,205           --
(Increase) Decrease in Exchange account                     97,763           --
(Decrease) Increase Accounts payable - Trade               (63,539)     (29,575)
(Decrease) Increase Accrued Expenses                        18,119       33,970
(Decrease) Increase in Income Taxes                        (18,455)          --
                                                         ---------    ---------

        NET CASH (USED IN) OPERATING ACTIVITIES            301,295     (623,058)
                                                         ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from note payable                                      --      985,000
Issuance of common stock                                        --        7,100
Preferred stock dividend                                   (10,000)          --
                                                         ---------    ---------

        NET CASH PROVIDED BY FINANCING ACTIVITIES          (10,000)     992,100

NET INCREASE (DECREASE) IN CASH                            291,295      369,042

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

CASH AND CASH EQUIVALENTS - END OF PERIOD                $ 777,419    $ 390,326
                                                         =========    =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Issuance of Common Stock for:
   Conversion of notes payable                           $   5,000    $      --
                                                         =========    =========

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


                                       8
<PAGE>

       RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
                (FORMERLY FEMINIQUE CORPORATION AND SUBSIDIARIES)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

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.

      In August 2000,  the Company and its subsidiary  Quality Health  Products,
      Inc.  filed for  reorganization  under  Chapter  11 of the  United  States
      bankruptcy Code that was confirmed July 28, 2003.

      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.

      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." The Company has chosen to
      accept early  adoption of this SOP.  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.


                                       9
<PAGE>

       RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
                (FORMERLY FEMINIQUE CORPORATION AND SUBSIDIARIES)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      B. FINANCE RECEIVABLES (CONTINUED)

      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.

      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 three months  ended  December 31,
      2004 were as follows:

                                                           Three Months Ended
                                                            December 31, 2004
                                                            -----------------
      Balance at beginning of period  October 1, 2004         $   630,641
      Acquisition of finance receivables                          100,444
      Cash collections applied to principal                      (114,202)
      Sale of portfolio - net of gain                            (205,736)
                                                              -----------
      Balance at the end of the period                        $   411,147
                                                              ===========
      Estimated Remaining Collections ("ERC") *               $ 1,180,936
                                                              ===========

      *     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 $113,744 for
            the three months ending December 31, 2004.


                                       10
<PAGE>

       RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
                (FORMERLY FEMINIQUE CORPORATION AND SUBSIDIARIES)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

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 December
      31, 2004.

      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.

      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.


                                       11
<PAGE>

       RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
                (FORMERLY FEMINIQUE CORPORATION AND SUBSIDIARIES)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      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.

      J. EARNINGS (LOSS) PER SHARE OF COMMON STOCK

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


                                       12
<PAGE>

       RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
                (FORMERLY FEMINIQUE CORPORATION AND SUBSIDIARIES)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      J. EARNINGS (LOSS) PER SHARE OF COMMON STOCK (CONTINUED)

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

                                                     December 31,   December 31,
                                                         2004          2003
                                                     -----------   -----------

      Net income (loss) after payment of preferred
          dividend                                   $    37,910   $   (58,382)
                                                     -----------   -----------
      Weighted-average common shares
      Outstanding (Basic)                             14,870,601     1,811,910

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

      Weighted-average common shares
      Outstanding (Diluted)                           22,320,601     1,811,910
                                                     ===========   ===========

      The weighted average common stock  outstanding as of December 31, 2003 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
                (FORMERLY FEMINIQUE CORPORATION AND SUBSIDIARIES)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

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 December 31, 2003 Financial  Statements  have been
      reclassified to conform to the 2004 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.

      C. On December 11, 2003, the Company borrowed an additional  $800,000 from
      Artemis  Equity Hedge 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.

      D. 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 24,876 shares of common stock
      in October 2004 to satisfy the debt.

NOTE 3- 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
      2,500,000  shares  (after a 1 for 15 reverse stock split) 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 December  31, 2004,  the Company had
      950,000 options outstanding under this plan.


                                       14
<PAGE>

NOTE 4- INCOME TAXES

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

                                                                December 31,
                                                                   2004
                                                                 --------
      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.

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.


                                       15
<PAGE>

       RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
                (FORMERLY FEMINIQUE CORPORATION AND SUBSIDIARIES)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE 5- STOCK HOLDERS' EQUITY (EQUITY) (CONTINUED)

      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.


                                       16
<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;

      o     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 now  engaged in  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.


                                       17
<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.  The following table  summarizes  collections,  revenues,  operating
expenses, income before taxes and fully diluted net income.


<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED DECEMBER 31
                                            ---------------------------------------------------
                                               2004          2003        $ CHANGE      % CHANGE
                                            ---------------------------------------------------

<S>                                         <C>            <C>            <C>             <C>
      Net Collections (excluding sale)      $208,245       $      0       $208,245

      Finance Income                        $113,744       $ 20,000       $ 93,744          82%
             as a % of Collections                55%

      Servicing Income                      $ 29,977       $      0       $ 29,977

      Gain on Sale                          $ 87,514       $      0       $ 87,514

      Operating Expenses                    $163,343       $ 78,442       $ 84,901         108%

      Income Before Taxes                   $ 68,493       ($58,382)      $126,875         217%

      Fully Diluted EPS                     $  0.002       ($ 0.032)      $  0.034         106%
</TABLE>

REVENUE

The company generated  $231,235 in revenue during the quarter ended December 31,
2004 versus  $20,000 for quarter ended  December 31, 2003. For the Quarter ended
December  31,  2003,  the company did not have any finance  income and  reported
revenue was a royalty payment related to the predecessor company.  Total revenue
included  $113,744 finance income,  $87,514 gain from portfolio sale and $29,977
servicing fee from Ramco Income Fund,  Ltd.  Finance income was lower during the
quarter due to the sale of one of the  portfolios  in recovery and being carried
on an  accrual  basis.  Excluding  proceeds  of  $293,250  from  the sale of one
portfolio, the Company collected $208,245 during the quarter but recognized only
$113,744 as revenues. As a percentage,  recognized revenue was 55% of total cash
collected.  The  management  decided  to sell the  portfolio  because  the price
offered allowed us to meet our internal rate of return.

OPERATING EXPENSES

Total  operating  expenses were $163,343 for the three months ended December 31,
2004 versus  $78,442 for the quarter  ended  December 31, 2003.  The increase is
largely due to full  absorption of our servicing unit in San Diego and hiring of
additional personnel.  Of the total operating expenses,  $66,433 was incurred at
the Company's  servicing  subsidiary.  Legal and accounting expenses declined by
54% from $68,206  during the quarter ended  December 31, 2003 to $31,000  during
the quarter ended December 31, 2004.  Expenses incurred on salaries and benefits
totaled  $38,000  during the  quarter.  There were no such  expenses  during the
quarter  ended  December  31,  2003.  The  company  does not expect the  overall
expenses to rise materially for the remainder of the year.



                                       18
<PAGE>

RENT AND OCCUPANCY

      Rent and  occupancy  expenses  were  $8,500  for the  three  months  ended
December 31, 2004 versus $9,000 for the Quarter ended December 31, 2003.

DEPRECIATION

      The Company did not record any  depreciation  expense for the three months
ended December 31, 2004.

PURCHASE OF DEFAULTED RECEIVABLES

      During the three months ended  December  31,  2004,  the Company  acquired
defaulted  consumer  receivables  portfolios with aggregate face value amount of
$2,107,132 at a cost of $100,444.  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 three
collection  agencies  on a  contingency  basis.  The  contingency  fees  in  the
collections industry ranges from 20% to 50% depending on the age of receivables.
The Company has backup agencies in place for redundancy purposes.

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 December 31, 2004.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
PURCHASE PERIOD       PURCHASE PRICE(1)        ACTUAL CASH COLLECTIONS (2)           ESTIMATED (3)
--------------------------------------------------------------------------------------------------
<S>  <C>                  <C>                           <C>                           <C>
  12/31/2003              $569,070                      $824,917                      $820,517
  1/28/2004               $331,501                      $490,441                            $0
  4/19/2004                $31,317                       $22,714                       $57,816
  12/31/2004              $100,444                                                    $302,603
--------------------------------------------------------------------------------------------------
</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
      expect recoveries.

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 three 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.


                                       19
<PAGE>

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 December  31,  2004,  the Company had working  capital of $848,450  versus
working capital deficit of ($1,404,596) at December 31, 2003. The improvement is
due to the  conversion of all  outstanding  debt into equity and cash flows from
collections  and fewer  portfolio  purchases.  The Company  believes  that funds
generated  from  operations,  together  with existing cash will be sufficient to
finance its operations for the  foreseeable  future.  Cash flow from  operations
doubled to $777,419 in the quarter ended  December 31, 2004 from $390,326 in the
quarter ended December 31, 2003. Our primary investing activity to date has been
the purchase of charged-off consumer receivable  portfolios.  During the quarter
ended  December 31, 2004, we invested  $100,444 in a portfolio with a face value
of $2 million and is a part of a forward flow  arrangement that we have with the
seller.

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  $501,341 from collections and portfolio sale,
net of contingency fee. We decided to sell our U.K.  portfolio  because the sale
price met our internal rate of return hurdle.

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.

INCOME TAXES

We recorded an income tax  provision of $20,583 for the quarter  ended  December
31, 2004. 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.


                                       20
<PAGE>

CRITICAL ACCOUNTING POLICY

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 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.  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.

                                  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

      The Company maintains disclosure controls and procedures that are designed
to ensure that  information  required to be disclosed in the Company's  Exchange
Act reports is recorded,  processed,  summarized  and  reported  within the time
periods specified in the Securities and Exchange  Commission's  rules and forms,
and that such  information  is  accumulated  and  communicated  to the Company's
management,  including its Chief Executive  Officer,  as  appropriate,  to allow
timely decisions regarding required disclosure.  In designing and evaluating the
disclosure controls and procedures,  management recognized that any controls and
procedures,  no  matter  how  well  designed  and  operated,  can  provide  only
reasonable assurance of achieving the desired control objectives, and management
necessarily  was required to apply its judgment in evaluating  the  cost-benefit
relationship of possible controls and procedures.


                                       21
<PAGE>

      As of the end of the period  covered by this report,  the Company  carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Company's  management,  including the Company's Chief Executive  Officer and the
Company's  Principal  Financial  Officer,  of the effectiveness of the Company's
disclosure controls and procedures  pursuant to Exchange Act Rule 13a-14.  Based
on the foregoing,  the Company's Chief Executive Officer and Principal Financial
Officer  concluded that the Company's  disclosure  controls and procedures  were
effective in timely  alerting the Company's  management to material  information
relating to the Company  required to be included in the  Company's  Exchange Act
reports.

      There have been no significant  changes in the Company's internal controls
or in other  factors  that  could  significantly  affect the  internal  controls
subsequent to the date the Company completed its evaluation.

              CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

      No changes in the Company's internal control over financial reporting have
come to  management's  attention  during the Company's  last fiscal quarter that
have  materially  affected,  or are likely to materially  affect,  the Company's
internal control over financial reporting.


                                       22
<PAGE>

                                     PART II

OTHER INFORMATION

            ITEM  1. 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:

            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.

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

In October  2004,  the Company  issued  24,876  shares of common stock to Anna &
Michael  Castoro as  Satisfaction  of a $5,000 not issued in January  2004.  The
above  offering and sale was 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 offering and
sale was  made to one  accredited  investors  and  transfer  was  restricted  in
accordance  with the  requirements of the Securities Act of 1933. In addition to
representations  by  the  above-referenced  entity,  we  have  made  independent
determinations   that  the   above-referenced   person  is  an   accredited   or
sophisticated  investor,  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,  the investor  was 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


                                       23
<PAGE>

ITEM 6. EXHIBITS

            Exhibits:

Exhibit
Number      Description
------      -----------

            31.1        Certification   pursuant   to   Section   302   of   the
                        Sarbanes-Oxley Act of 2002.

            32.1        Certification   pursuant   to   Section   906   of   the
                        Sarbanes-Oxley Act of 2002.

                                   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:  February 14, 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: February 14 , 2005


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