SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF

                       THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2004

                         Commission File Number 0-17750

                 RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION

             (Exact Name of Registrant as Specified in its Charter)


DELAWARE                                                  13-3186327
(State or Other Jurisdiction                              (I.R.S. Employer
of Incorporation)                                         Identification Number)

                            140 BROADWAY, 46TH FLOOR
                            NEW YORK, NEW YORK 10005


    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                      None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                          Common Stock $.001 par value

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.

Yes [X] No [ ]

Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB..

Issuer's revenues for its most recent fiscal year: $548,405

The aggregate market value of voting stock held by non-affiliates of the
registrant as of December 4, 2003 was $151,820 (based on the last reported sale
price of $.10 per share on December 17, 2004).

The number of shares of the registrant's common stock outstanding as of December
4, 2004 was 14,845,725.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT:  YES [ ] NO [X]

<PAGE>

                 RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION
                         2004 FORM 10-KSB ANNUAL REPORT

                                TABLE OF CONTENTS


PART I

ITEM 1.           DESCRIPTION OF BUSINESS

                  RISK FACTORS

ITEM 2.           DESCRIPTION OF PROPERTY

ITEM 3.           LEGAL PROCEEDINGS

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

PART II

ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

ITEM 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION



ITEM 7.           FINANCIAL STATEMENTS

ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND FINANCIAL DISCLOSURE

ITEM 8A.          CONTROLS AND PROCEDURES

ITEM 8B.          OTHER INFORMATION

PART III

ITEM 9.           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
                  COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

ITEM 10.          EXECUTIVE COMPENSATION

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                  AND RELATED STOCKHOLDER MATTERS

ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

ITEM 13.          EXHIBITS

ITEM 14.          PRINCIPAL ACCOUNTANT FEES & SERVICES


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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. THESE
FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. 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 PUBLICALLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON EVEN IF NEW
INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN THE FUTURE.


ITEM 1. DESCRIPTION OF BUSINESS.

OVERVIEW

Receivable Acquisition & Management Corporation (the "Company") is in the
business of acquiring and collecting portfolios of distressed consumer
receivables. These portfolios generally consist of one or more of the following
types of consumer receivables:

o    charged-off receivables -- accounts that have been written-off by the
     originators and may have been previously serviced by collection agencies;

o    sub-performing receivables -- accounts where the debtor is currently making
     partial or irregular monthly payments, but the accounts may have been
     written-off by the originators; and

o    freshly charged-off accounts that have not been assigned for collection.

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

We purchase receivables from creditors and others through privately negotiated
direct sales and auctions in which sellers of receivables seek bids from several
pre-qualified debt purchasers. These receivables consist primarily of credit
cards, auto deficiencies, student loans, retail installment contracts, among
other types of receivables. We pursue new acquisitions of consumer receivable
portfolios on an ongoing basis through:

o    our direct relationships with credit originators; and

o    brokers who specialize in the sale of consumer receivable portfolios.

Our objective is to maximize our return on investment on acquired consumer
receivable portfolios. As a result, before acquiring a portfolio, we analyze the
portfolio to determine how to best maximize collections in a cost efficient
manner and carefully analysis of collection agencies selected to service a
portfolio. We believe in outsourcing 99% of its recovery efforts. We believe
that we can never be experts in collecting all the various types of debt. We
retain a handful of accounts internally for benchmarking purposes. Our
philosophy is to keep overhead low and concentrate on our strengths of analysis
and purchasing the portfolios at the right price.

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

In many ways investments are tailored to coincide with our recovery partner's
strengths. In the United States, we believe there are approximately 4,800
collection agencies and law firms. Most are generalists and some are specialist
in the various segments of the market. In many cases we have a choice dependent
upon the circumstances of the investment. We look for certain tangible and

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intangible qualities in our recovery partners. Companies that have made
investment in infrastructure that allow them to perform on an efficient and
timely basis are selected. Prior to assigning a portfolio for collection
standard informal audit of the recovery partner is done.

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

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

Post acquisition administration of each portfolio and each account is vital to
our business. Real time monitoring of portfolio performance and activity at the
account level allows us to keep our recovery partners on their toes. The company
uses database software that has all the information of a debtor and fees,
interest and collections are regularly reconciled with reports from the
collection agencies. Each portfolio administrator can manage up to 35,000
accounts on an ongoing basis. The software allows us to export data into Excel
for more portfolio analysis. The company has adequate personnel in place to
handle an additional 50,000 accounts.

For the years ended September 30, 2004 and September 30, 2003, our revenues were
approximately $548,000, and $4,388 respectively, and our net income was
approximately $91,000 and ($23,000), respectively. During these same years our
cash collections were approximately $835,000 and $0, respectively.

INDUSTRY OVERVIEW

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

o    levels of consumer debt;

o    defaults of the underlying receivables; and

o    utilization of third-party providers to collect such receivables.

According to the U.S. Federal Reserve Board, consumer credit has increased from
$1.2 trillion at December 31, 1997, to $2.0 trillion at August 31 2003.
According to the Nilson Report, a credit card industry newsletter, the consumer
credit market will increase to $2.8 trillion by 2010 and credit card charge-offs
are predicted to reach $72.9 billion by 2005..

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

Strategy

Our strategy is to acquire portfolios and outsource collections. We believe we
differentiate ourselves from the rest of the field based on the following:

o    knowledge of quantitative and qualitative variables
o    knowledge of the history of debt under consideration for purchase
o    understanding of portfolio's characteristics than the originator/seller of
     the debt.
o    How the debt is originated - telemarketing, direct mail solicitation,
     face to face in the office, home, or casual event. We further look at
     why the individual took on the debt - was it to buy something of need
     or a spontaneous purchase.
o    Demographic of the debtor- socio economic category.
o    Outsource to specialist recovery firms and avoiding pressure to keep
     internal collection personnel busy.

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We have invested significant resources in developing a proprietary analytical
tool that takes into accounts all the value objects. Our proprietary database
analysis application is able to cleanse and format raw data, sort and produce
reports and statistics that analyze the predictability of collection of a pool
under consideration such as geographic dispersion, statute analysis, recovery
history, etc. This is coupled with a bottom up approach resulting in selection
of portfolios with highest probability of collection, and valuation and finally
pricing. Final purchase decisions are based on our multiple regression models
that determine the likelihood of payment by analyzing both the demographic and
account-level data of a given portfolio and comparing it our database of
accounts and feedback from our recovery partners This is coupled with internally
developed statistical models that attempt to score and map out a potential
recovery curve of a given portfolio. By implementing a multi-tier approach, our
analysis will result in the selection of portfolios with highest probability of
collection, and valuation and finally rational pricing. This rigorous
disciplined approach does not permit paying more than established range.

We believe we can grow the business by managing collections efficiently, paying
the right price for portfolios, expanding relationships with credit originators,
country diversification and maintaining a low fixed overhead although we cannot
provide guarantees. We believe that as a result of our management's experience
and expertise, and the fragmented yet growing market in which we operate, we are
well-positioned to successfully implement our strategy.

We are a Delaware corporation whose principal executive offices are located at
140 Broadway, 46th Floor, New York, NY 10005. Unless the context otherwise
requires, the terms "we", "us" or "our" as used herein refer to Receivable
Acquisition & Management Corporation and our subsidiary.

CONSUMER RECEIVABLES BUSINESS

Due to our capital constraints the Company has not been able to purchase large
portfolios and the portfolios it has acquired are through

o    our relationships with industry participants, collection agencies, and
     resellers;

o    brokers who specialize in the sale of consumer receivable portfolios; and

o    other sources.

We utilize our relationships with brokers, recovery partners and sellers of
portfolios to locate portfolios for purchase. Our senior management is
responsible for:

o     coordinating due diligence, including in some cases on-site visits to the
      seller's office;

o     stratifying and analyzing the portfolio characteristics;

o     valuing the portfolio;

o     preparing bid proposals;

o     negotiating pricing and terms;

o     closing the purchase; and

o     co-ordinating the receipt of account documentation for the acquired
      portfolios.

The seller or broker typically supplies us with either a sample listing or the
actual portfolio being sold on compact disk, a diskette or other form of media.
We analyze each consumer receivable portfolio to determine if it meets our
purchasing criteria. We may then prepare a bid or negotiate a purchase price. If
a purchase is completed, senior management monitors the portfolio's performance
and uses this information in determining future buying criteria and pricing.

We purchase receivables at discounts from the balance actually owed by the
consumer. We determine how much to bid on a portfolio and a purchase price by
evaluating many different variables, such as:

o    The number of collection agencies previously attempting to collect the
     receivables in the portfolio;

o    the average balance of the receivables;

o    the age of the receivables;

o    number of days since charge-off;

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o    payments made since charge-off; and

o    demographics

Once a receivable portfolio has been identified for potential purchase, we
prepare various analyses based on extracting customer level data from external
sources, other than the issuer, to analyze the potential collectibility of the
portfolio. We also analyze the portfolio by comparing it to similar portfolios
previously serviced by our recovery partners or potential recovery partners. In
addition, we perform qualitative analyses of other matters affecting the value
of portfolios, including a review of the delinquency, charge off, placement and
recovery policies of the originator as well as the collection authority granted
by the originator to any third party collection agencies, and, if possible, by
reviewing their recovery efforts on the particular portfolio. After these
evaluations are completed, members of our senior management discuss the
findings, decide whether to make the purchase and finalize the price at which we
are willing to purchase the portfolio.

We purchase most of our consumer receivable portfolios directly from originators
and other sellers including, from time to time, our recovery partners through
privately negotiated direct sales or through a bidding process. In order for us
to consider a potential seller as a source of receivables, a variety of factors
are considered. Sellers must demonstrate that they have:

o    adequate internal controls to detect fraud;

o    the ability to provide post sale support; and

o    the capacity to honor buy-back and return warranty requests.

Generally, our portfolio purchase agreements provide that we can return certain
accounts to the seller. However, we may acquire a portfolio with few, if any,
rights to return accounts to the seller. After acquiring a portfolio, we conduct
a detailed analysis to determine which accounts in the portfolio should be
returned to the seller. Although the terms of each portfolio purchase agreement
differ, examples of accounts that may be returned to the seller include:

o    debts paid prior to the cutoff date;

o    debts in which the consumer filed bankruptcy prior to the cutoff date;

o    debtor is incarcerated; and

o    debts in which the consumer was deceased prior to cutoff date.


RECEIVABLE SERVICING

Our objective is to maximize our return on investment on acquired consumer
receivable portfolios. As a result, before acquiring a portfolio, we analyze the
portfolio to determine how to best maximize collections in a cost efficient
manner. Once a portfolio has been acquired, we or our recovery partner generally
download all receivable information provided by the seller into our account
management system and reconcile certain information with the information
provided by the seller in the purchase contract. We or our recovery partners
send notification letters to obligors of each acquired account explaining, among
other matters, our new ownership and asking that the obligor contact us. In
addition, we notify the three major credit reporting agencies of our new
ownership of the receivables. We presently outsource all our collections to
collection agencies. After assignment to a collection agency we actively monitor
and review the collection agency's performance on an ongoing basis.

Customer Service

The customer service department is responsible for:

o    handling incoming calls from debtors and collection agencies that are
     responsible for collecting on our consumer receivable portfolios;

o    coordinating customer inquiries and assisting the collection agencies in
     the collection process.

PORTFOLIO SALES

We sell portfolios if they do not meet our internal rate of return hurdle or if
we can achieve our returns through a sale.

Marketing

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The Company has established relationships with brokers who market consumer
receivable portfolios from banks, finance companies and other credit providers.
In addition, the Company subscribes to national publications that list consumer
receivable portfolios for sale. The Company also directly contacts banks,
finance companies or other credit providers to solicit consumer receivables for
sale.

COMPETITION

Our business of purchasing distressed consumer receivables is highly competitive
and fragmented, and we expect that competition from new and existing companies
will increase. We compete with:

     o   other purchasers of consumer receivables, including third-party
         collection companies; and

     o   other financial services companies who purchase consumer receivables.

Some of our competitors are larger and more established and may have
substantially greater financial, technological, personnel and other resources
than we have, including greater access to capital markets.

MANAGEMENT INFORMATION SYSTEMS

We have upgraded our information system to make tracking of collection
activities more efficient. In addition, we rely on the information technology of
our third-party recovery partners and periodically review their systems to
ensure that they can adequately service our consumer receivable portfolios.

EMPLOYEES

As of September 30, 2004, we had 6 full-time employees.

RISK FACTORS

You should carefully consider these risk factors in evaluating the Company. In
addition to the following risks, there may also be risks that we do not yet know
of or that we currently think are immaterial that may also impair our business
operations. If any of the following risks occur, our business, results of
operation or financial condition could be adversely affected, the trading price
of our common stock could decline and shareholders might lose all or part of
their investment.

WE MAY NOT BE ABLE TO PURCHASE CONSUMER RECEIVABLE PORTFOLIOS AT FAVORABLE
PRICES OR ON SUFFICIENTLY FAVORABLE TERMS OR AT ALL ANDOUR SUCCESS DEPENDS UPON
THE CONTINUED AVAILABILITY OF CONSUMER RECEIVABLE PORTFOLIOS THAT MEET OUR
PURCHASING CRITERIA AND OUR ABILITY TO IDENTIFY AND FINANCE THE PURCHASES OF
SUCH PORTFOLIOS.

         The availability of consumer receivable portfolios at favorable prices
and on terms acceptable to us depends on a number of factors outside of our
control, including:

     o  the continuation of the current growth trend in consumer debt;

     o  the continued volume of consumer receivable portfolios available for
         sale; and

     o  competitive factors affecting potential purchasers and sellers of
         consumer receivable portfolios.

     We have seen at certain times that the market for acquiring consumer
receivable portfolios is becoming more competitive, thereby possibly diminishing
our ability to acquire such receivables at attractive prices in future periods.
The growth in consumer debt may also be affected by:

     o  a slowdown in the economy;

     o  reductions in consumer spending;

     o  changes in the underwriting criteria by originators; and

     o  changes in laws and regulations governing consumer lending.

Any slowing of the consumer debt growth trend could result in a decrease in the
availability of consumer receivable portfolios for purchase that could affect
the purchase prices of such portfolios. Any increase in the prices we are
required to pay for such portfolios in turn will reduce the profit, if any, we
generate from such portfolios.

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OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE AND CAUSE OUR STOCK PRICE TO
DECLINE.

Because of the nature of our business, our quarterly operating results may
fluctuate, which may adversely affect the market price of our common stock. Our
results may fluctuate as a result of any of the following:

     o   the timing and amount of collections on our consumer receivable
         portfolios;

     o   our inability to identify and acquire additional consumer receivable
         portfolios;

     o   a decline in the estimated value of our consumer receivable portfolio
         recoveries;

     o   increases in operating expenses associated with the growth of our
         operations; and

     o   general and economic market conditions.

WE MAY NOT BE ABLE TO RECOVER SUFFICIENT AMOUNTS ON OUR CONSUMER RECEIVABLE
PORTFOLIOS TO RECOVER THE COSTS ASSOCIATED WITH THE PURCHASE OF THOSE PORTFOLIOS
AND TO FUND OUR OPERATIONS.

         In order to operate profitably over the long term, we must continually
purchase and collect on a sufficient volume of receivables to generate revenue
that exceeds our costs.

         Our ability to recover on our portfolios and produce sufficient returns
can be negatively impacted by the quality of the purchased receivables. In the
normal course of our portfolio acquisitions, some receivables may be included in
the portfolios that fail to conform to certain terms of the purchase agreements
and we may seek to return these receivables to the seller for payment or
replacement receivables. However, we cannot guarantee that any of such sellers
will be able to meet their payment obligations to us. Accounts that we are
unable to return to sellers may yield no return. If cash flows from operations
are less than anticipated as a result of our inability to collect sufficient
amounts on our receivables, our ability to satisfy our debt obligations,
purchase new portfolios and our future growth and profitability may be
materially adversely affected.

WE ARE SUBJECT TO INTENSE COMPETITION FOR THE PURCHASE OF CONSUMER RECEIVABLE
PORTFOLIOS AND, AS A RESULT OF THIS COMPETITION, IF WE ARE UNABLE TO PURCHASE
RECEIVABLE PORTFOLIOS, OUR PROFITS, IF ANY, WILL BE LIMITED.

         We compete with other purchasers of consumer receivable portfolios,
with third-party collection agencies and with financial services companies that
manage their own consumer receivable portfolios. We compete on the basis of
reputation, industry experience and performance. Some of our competitors have
greater capital, personnel and other resources than we have. The possible entry
of new competitors, including competitors that historically have focused on the
acquisition of different asset types, and the expected increase in competition
from current market participants may reduce our access to consumer receivable
portfolios. Aggressive pricing by our competitors could raise the price of
consumer receivable portfolios above levels that we are willing to pay, which
could reduce the number of consumer receivable portfolios suitable for us to
purchase or if purchased by us, reduce the profits, if any, generated by such
portfolios. If we are unable to purchase receivable portfolios at favorable
prices or at all, our revenues and earnings could be materially reduced.

FAILURE OF OUR THIRD PARTY RECOVERY PARTNERS TO ADEQUATELY PERFORM COLLECTION
SERVICES COULD MATERIALLY REDUCE OUR REVENUES AND OUR PROFITABILITY, IF ANY.

         We are dependent upon outside collection agencies to service all our
consumer receivable portfolios. Any failure by our third party recovery partners
to adequately perform collection services for us or remit such collections to us
could materially reduce our revenues and our profitability. In addition, our
revenues and profitability could be materially adversely affected if we are not
able to secure replacement recovery partners and redirect payments from the
debtors to our new recovery partner promptly in the event our agreements with
our third-party recovery partners are terminated, our third-party recovery
partners fail to adequately perform their obligations or if our relationships
with such recovery partners adversely change.

OUR COLLECTIONS MAY DECREASE IF BANKRUPTCY FILINGS INCREASE.

         During times of economic recession, the amount of defaulted consumer
receivables generally increases, which contributes to an increase in the amount
of personal bankruptcy filings. Under certain bankruptcy filings, a debtor's
assets are sold to repay credit originators, but since the defaulted consumer
receivables we purchase are generally unsecured we often would not be able to
collect on those receivables. We cannot assure you that our collection
experience would not decline with an increase in bankruptcy filings. If our
actual collection experience with respect to a defaulted consumer receivables
portfolio is significantly lower than we projected when we purchased the
portfolio, our earnings could be negatively affected.

WE MAY NOT BE ABLE TO CONTINUE OUR OPERATIONS IF WE ARE UNABLE TO GENERATE
FUNDING FROM THIRD PARTY FINANCING SOURCES

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If we are unable to access external sources of financing, we may not be able to
fund and grow our operations. The failure to obtain financing and capital as
needed would limit our ability to:

     o   purchase consumer receivable portfolios; and

     o   achieve our growth plans.

WE USE ESTIMATES FOR RECOGNIZING REVENUE ON A MAJORITY OF OUR CONSUMER
RECEIVABLE PORTFOLIO INVESTMENTS AND OUR EARNINGS WOULD BE REDUCED IF ACTUAL
RESULTS ARE LESS THAN ESTIMATED.

         We recognize finance income on a majority of our consumer receivable
portfolios using the interest method. We only use this method if we can
reasonably estimate the expected amount and timing of cash to be collected on a
specific portfolio based on historic experience and other factors. Under the
interest method, we recognize finance income on the effective yield method based
on the actual cash collected during a period, future estimated cash flows and
the portfolio's carrying value prior to the application of the current quarter's
cash collections. The estimated future cash flows are reevaluated quarterly. If
future cash collections on these portfolios were less than what was estimated,
we would recognize less than anticipated finance income or possibly an expense
that would reduce our earnings during such periods. Any reduction in our
earnings could materially adversely affect our stock price.

WE MAY NOT BE SUCCESSFUL AT ACQUIRING RECEIVABLES OF NEW ASSET TYPES OR IN
IMPLEMENTING A NEW PRICING STRUCTURE.

         We may pursue the acquisition of receivable portfolios of asset types
in which we have little current experience. We may not be successful in
completing any acquisitions of receivables of these asset types and our limited
experience in these asset types may impair our ability to collect on these
receivables. This may cause us to pay too much for these receivables, and
consequently, we may not generate a profit from these receivable portfolio
acquisitions.

THE LOSS OF ANY OF OUR EXECUTIVE OFFICERS MAY ADVERSELY AFFECT OUR OPERATIONS
AND OUR ABILITY TO SUCCESSFULLY ACQUIRE RECEIVABLE PORTFOLIOS.

         Our Chairman Gobind Sahney, our President and Chief Executive Officer,
Max Khan, are responsible for making substantially all management decisions,
including determining which portfolios to purchase, the purchase price and other
material terms of such portfolio acquisitions. These decisions are instrumental
to the success of our business. The loss of the services of Gobind Sahney or Max
Khan could disrupt our operations and adversely affect our ability to
successfully acquire receivable portfolios.

GOVERNMENT REGULATIONS MAY LIMIT OUR ABILITY TO RECOVER AND ENFORCE THE
COLLECTION OF OUR RECEIVABLES.

         Federal, state and municipal laws, rules, regulations and ordinances
may limit our ability to recover and enforce our rights with respect to the
receivables acquired by us. These laws include, but are not limited to, the
following federal statutes and regulations promulgated thereunder and comparable
statutes in states where consumers reside and/or where creditors are located:

     o   the Fair Debt Collection Practices Act;

     o   the Federal Trade Commission Act;

     o   the Truth-In-Lending Act;

     o   the Fair Credit Billing Act;

     o   the Equal Credit Opportunity Act; and

     o   the Fair Credit Reporting Act.

         Additional laws may be enacted that could impose additional
restrictions on the servicing and collection of receivables. Such new laws may
adversely affect the ability to collect the receivables.

         Because the receivables were originated and serviced pursuant to a
variety of federal and/or state laws by a variety of entities and involved
consumers in all 50 states, the District of Columbia and Puerto Rico, there can
be no assurance that all original servicing entities have at all times been in
substantial compliance with applicable law. Additionally, there can be no
assurance that we or our recovery partners have been or will continue to be at
all times in Substantial compliance with applicable law. The failure to comply
with applicable law could materially adversely affect our ability to collect our
receivables and could subject us to increased costs and fines and penalties. In
addition, our third-party recovery partners may be subject to these and other
laws and their failure to comply with such laws could also materially adversely
affect our revenues and earnings.

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CLASS ACTION SUITS AND OTHER LITIGATION IN OUR INDUSTRY COULD DIVERT OUR
MANAGEMENT'S ATTENTION FROM OPERATING OUR BUSINESS AND INCREASE OUR EXPENSES.

         Certain originators and recovery partners in the consumer credit
industry have been subject to class actions and other litigation. Claims include
failure to comply with applicable laws and regulations and improper or deceptive
origination and servicing practices. If we become a party to such class action
suits or other litigation, our results of operations and financial condition
could be materially adversely affected.

IF A SIGNIFICANT PORTION OF OUR SHARES AVAILABLE FOR RESALE ARE SOLD IN THE
PUBLIC MARKET, THE MARKET VALUE OF OUR COMMON STOCK COULD BE ADVERSELY AFFECTED.

         Sales of a substantial number of shares of our common stock in the
public market could cause a decrease in the market price of our common stock. We
had approximately 14,850,000 shares of common stock issued and outstanding as of
the date hereof. In addition, options to purchase approximately 950,000 shares
of our common stock were outstanding as of the date here of which 900,000 were
vested and the exercise prices of such options were substantially higher than
the current market price of our common stock. The remainder of such options will
vest over the next three years. We may also issue additional shares in
connection with our business and may grant additional stock options to our
employees, officers, directors and consultants under our stock option plans or
warrants to third parties. As of September 30, 2004 there were 1,550,000 shares
available for such purpose. If a significant portion of these shares were sold
in the public market, the market value of our common stock could be adversely
affected.

ITEM 2. DESCRIPTION OF PROPERTY.

Our executive and administrative offices are located at 140 Broadway, 46th
Floor, New York, New York 10005 and 2002 Jimmy Durante Boulevard,Del Mar,
California 92014, respectively. We believe that our existing facilities are
adequate for our current and anticipated needs. We lease our New York facilities
at $2,700 per month and such lease expires on January 30, 2005. We lease our
California facilities at $1,300 per month and such lease expires in March 2009.


ITEM 3. LEGAL PROCEEDINGS.

The Company is not a party to any pending legal proceedings nor is any of the
Company's property the subject of any pending legal proceedings except for the
following:

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

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

On April 20, 2004, the Company held its annual meeting of stockholders in which
the following items were approved:


     o   Max Khan, Gobind Sahney and Steven Lowe were elected as directors
         of the Company; Bagell Josephs & Company LLC were ratified as
         auditors for the fiscal year ending 2004;

     o   The amendment to the Company's certificate of incorporation to increase
         the authorized shares of common stock from 75,000,000 to 325,000,000;

     o  The amendment to the Company's certification of incorporation to create
        10,000,000 shares of blank check preferred stock;

     o  The amendment to the Company's certification of incorporation to change
        the Company's name from Receivable Acquisition & Management Corporation
        to Receivable Acquisition & Management Corporation;

     o  Approval of the Company's 2004 Statutory and Non Statutory Stock Option
        Plan; and Approval of a 1-for-15 reverse stock split

                                       10
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Since May 2004, our common stock, par value $.001 per share, had been quoted on
the Pink Sheets under the symbol "RCVA". Prior to May 2004, there was no market
for our common stock. The Company has filed the necessary application for
NASDAQ- Bulletin Board listing and we have not received approval yet. The last
reported price as of December 17, 2004 was $0.10 per share.

--------------------------------------------------------------------------------
Quarter Ended                            High ($)           Low ($)
--------------------------------------------------------------------------------
December 31, 2004(1)                     .25                .10
--------------------------------------------------------------------------------
September 30, 2004                       .45                .01
--------------------------------------------------------------------------------
June 30, 2004                            .80                .45
--------------------------------------------------------------------------------

(1) Though December 27, 2004

HOLDERS

         As of December 27, 2004, we had approximately 674 holders of our common
stock. The number of record holders was determined from the records of our
transfer agent and does not include beneficial owners of common stock whose
shares are held in the names of various security brokers, dealers, and
registered clearing agencies.

DIVIDENDS

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

EQUITY COMPENSATION PLANS

         As of September 30, 2004, we had the following securities authorized
for issuance under the equity compensation plans:

<TABLE>
<CAPTION>
                                                                                 Weighted-average    Number of securities
                                                                                  exercise price      remaining available
                                                                                  of outstanding      for future issuance
                                                     Number of Securities to be      options,            under equity
                                                      issued upon exercise of      warrants and       compensation plans
                                                       outstanding options,           rights         (excluding securities
Plan Category                                           warrants and rights                          reflected in column (a)
<S>                                                           <C>                     <C>                 <C>
Equity compensation plans approved by
security holders                                              2,500,000               $0.15               1,550,000
Equity compensation plans not approved
by security holders                                                  --                  --                      --
Total                                                         2,500,000               $0.15               1,550,000
</TABLE>

ITEM 6. Management's Discussion and Analysis of Financial Condition and Results
of Operations

The information in this section should be read in conjunction with our
consolidated financial statements and notes to the consolidated financial
statements beginning on page 18 and the Risk Factors beginning on page 7.

SUBSEQUENT EVENTS

On November 23, 2004, the Company sold its U.K. portfolio for (pound)153,361
(approximately $290,000). The Company had acquired the portfolio of receivable
in January, 2004 for $331,500 and collected approximately $197,000 through the
end of October 2004. The Company has also entered into a six month forward flow
agreement with a U.K based financial services company. The forward flow is for
approximately (pound)500,000 ($950,000) in face value.

                                       11
<PAGE>

RESULTS OF OPERATIONS

YEAR ENDED SEPTEMBER 30, 2004 COMPARED TO YEAR ENDED SEPTEMBER 30, 2003

REVENUES
Total revenue for the twelve months ended September 30, 2004 was $548,405
compared to $4,388 in the year ended September 30, 2003. The revenue increase is
primarily from income from receivable portfolios and servicing fees. The Company
was a non-operating shell during the year ended September 2003. The income from
receivable portfolios was generated by two portfolios and servicing fees were
generated from Ramco Income Fund Ltd. The finance income is net of all
collections expenses because the Company outsources all its collections on a
contingency basis.

For the twelve months ended September 30, 2004, we acquired new portfolios with
a face value in excess of $34,000,000 at a cost of $931,327. The face value
represents the outstanding balance owed by debtors at the time of sale and the
Company expects to collect only a small percentage of the outstanding balance.
The Company used the accretion method based on SOP03-3 for revenue recognition
and recovery method for small portfolios. The Company sold the U.K portfolio in
November, 2004 due to underperformance and sale price allowed the Company to
meet its internal rate of return objective.

During the year ended, we serviced a pool of charged-off consumer accounts on
behalf of Ramco Income Fund limited. Servicing fees received under this
arrangement were $27,911 for the year ended September 30, 2004. The Fund
continues to invest in additional portfolios and the Company expects to generate
significant servicing fee going forward. Upon the redemption of underlying
investors in the Fund, the company will receive a majority of the residual cash
flow from all portfolios acquired for each series of investors. The cumulative
residual from the Fund cannot be estimated at this time.

TOTAL OPERATING EXPENSES
Total operating expenses were $418,277 for the year ended September 30, 2004
compared to $28,096 for the year ended September 30, 2003, an increase of
$390,181. This increase in operating expenses reflects the execution of new
business strategy which led to the hiring of new management and personnel,
expenses related to our servicing subsidiary, General Outsourcing Inc. and legal
and accounting fees associated with pre and post reorganization and
recapitalization of the Company.

The largest component of total operating expenses is legal and accounting of
$140,000, largely spent to make the company current with all its filings with
the SEC and recapitalize the company post-reorganization. Normal operating
expenses related to California and New York offices, salaries and employee
benefits accounted for the rest. The Company expects overall expenses to rise
modestly as we add additional staff to handle post-purchase portfolio servicing
to meet expected increase in portfolio activity.

OTHER INCOME AND EXPENSE
For the year ended September 30, 2004, total interest expense was $20,357. All
outstanding notes were converted into common shares or preferred shares. The
Preferred share holders are entitled to annual cash dividend of 5% payable
quarterly. The Company has no other contingent expense. The Company had interest
income of $1,971 and gain of $1,172 on foreign currency translations.

INCOME TAXES
For the year ended September 30, 2004, the company recorded an income tax
liability of $39,038 - an effective tax rate of 30% of pretax income.

NET INCOME (LOSS)
Net income for the twelve months ended September 30, 2004 was $91,090 compared
to a net loss of $ 23,708 for the twelve months ended September 30, 2003.

LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY
For the year ended September 30, 2004, the Company had working capital of
$560,713 versus ($1,353,314) for the year ended September 30, 2003. The Company
had $486,124 in cash and continues to generate sufficient cash to fund
operations and portfolio purchases for the foreseeable future. We expect to
raise additional capital through a credit facility in the next fiscal year.

CASH FLOWS AND EXPENDITURES

YEAR ENDED SEPTEMBER 30, 2004 COMPARED TO SEPTEMBER 30, 2003

During the year ended September 30, 2004 we spent $931,889 on portfolio
acquisitions and collected approximately $835,000 net of collection expenses.
The Company was a non-operating entity during the year ended September 30, 2003.
With the recent forward flow purchase arrangement the company will be
effectively investing its cash flow on a monthly basis and have sustainable cash
flow over the next twelve months.

                                       12
<PAGE>

During the year we generated $27,911 in servicing revenue from servicing Ramco
Income Fund, Ltd. The Fund is almost fully invested into charged off receivables
and we anticipate servicing fees to increase significantly over the next twelve
months.

We currently utilize various business channels for the collection of charged off
credit cards and other receivables. The Company is currently using three
collection agencies and various law firms on a contingency basis.

Cash flow from operations was negative $527,338 for the year ended September 30,
2004 versus negative $282,399 for the year ended September 30, 2003. The
negative cash flow is largely due to investments in portfolios that will yield
cash flows over a five year period. The Company also spent a significant amount
on post-reorganization costs.

Our primary investing activity is the purchase of new receivable portfolios. We
purchase receivable portfolios directly from issuers and from resellers as well
as from brokers that represent various issuers. We carefully evaluate portfolios
and bid on only those that meet our selective targeted return profile.

Capital expenditures for fixed assets were not material for the year ended
September 30, 2004 and all purchases of capital expenditures were funded with
internal cash flow.

Net cash from financing activities was $992,178 for the year ended September 30,
2004. This reflected $990,000 from issuance of notes payables of which $190,000
was converted into common stock and $800,000 was converted into redeemable
preferred stock.

CAPITAL RESOURCES
The cash flow from portfolios currently owned and the forward flow in pipeline
would be adequate to meet our operating expenses. The company continues to
explore other sources of capital for larger portfolio acquisitions.

INFLATION
We believe that inflation has not had a material impact on our results of
operations for the year ended September 30, 2004.

CRITICAL ACCOUNTING POLICIES
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.

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS


This report contains "forward-looking statements" within the meaning of the
federal securities laws. All statements, other than statements of historical
facts, included or incorporated into this Form 10-K are forward-looking
statements. The words "believe," "expect," "anticipate," "estimate," "project,"
and similar expressions often characterize forward looking statements. These
statements may include, but are not limited to, projections of collections,
revenues, income or loss, estimates of capital expenditures, plans for future
operations, products or services, and financing needs or plans, as well as
assumptions relating to these matters. These statements include, among others,
statements found under "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business."

Actual results could differ materially from those contained in the
forward-looking statements due to a number of factors, some of which are beyond
our control. Factors that could affect our results and cause them to differ from
those contained in the forward-looking statements include:

                                       13
<PAGE>

     o    the availability of financing;

     o    our ability to maintain sufficient  liquidity to operate our business
          including obtaining new capital to enable us to purchase new
          receivables;

     o    our ability to purchase receivable portfolios on acceptable terms;

     o    our continued servicing of the receivables in our securitization
          transactions and for the unrelated third party;

     o    our ability to recover sufficient amounts on receivables to fund
          operations;

     o    our ability to hire and retain qualified personnel to recover our
          receivables efficiently;

     o    changes in, or failure to comply with, government regulations; and

     o    the costs, uncertainties and other effects of legal and administrative
          proceedings.

Forward-looking statements speak only as of the date the statement was made.
They are inherently subject to risks and uncertainties, some of which we cannot
predict or quantify. Future events and actual results could differ materially
from the forward-looking statements. When considering each forward-looking
statement, you should keep in mind the risk factors and cautionary statements
found throughout this Form 10-K and specifically those found below. We are not
obligated to publicly update or revise any forward looking statements, whether
as a result of new information, future events, or for any other reason.

In addition, it is our policy generally not to make any specific projections as
to future earnings, and we do not endorse projections regarding future
performance that may be made by third parties.

ITEM 7. FINANCIAL STATEMENTS

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

                                  CONSOLIDATED
                              FINANCIAL STATEMENTS

                     YEARS ENDED SEPTEMBER 30, 2004 AND 2003

                                                                         PAGE(S)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                    15

FINANCIAL STATEMENTS:

     Consolidated Balance Sheets as of September 30, 2004 and 2003         16-17

     Consolidated Statements of Income (Operations) For the Years
      Ended September 30, 2004 and 2003                                    18

     Consolidated Statements of Stockholders' Equity (Deficit) for the
      Years Ended September 30, 2004 and 2003                              19

     Consolidated Statements of Cash Flows For the Years Ended
      September 30, 2004 and 2003                                          20

     Notes to Consolidated Financial Statements                            21-27


                                       14
<PAGE>

                        BAGELL, JOSEPHS & COMPANY, L.L.C.
                          Certified Public Accountants

                               High Ridge Commons
                                 Suites 400-403
                           200 Haddonfield Berlin Road
                           Gibbbsoro, New Jersey 08026
                        (856) 346-2828 Fax (856) 346-2882


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To Receivable Acquisition and Management Corporation and Subsidiaries 140
Broadway, 46th Floor, New York, New York 10005.


We have audited the accompanying consolidated balance sheets of Receivable
Acquisition and Management Corporation and Subsidiaries as of September 30, 2004
and 2003 and the related consolidated statements of income, stockholders' equity
(deficit) and cash flows for the years then ended. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

We conducted our audits in accordance with auditing standards of the Public
Company Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements and schedule. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Receivable
Acquisition and Management Corporation and Subsidiaries as of September 30, 2004
and 2003, and the results of their consolidated operations, changes in
consolidated stockholders' equity (deficit) and their consolidated cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.

BAGELL, JOSEPHS & COMPANY, L.L.C.
---------------------------------
BAGELL, JOSEPHS & COMPANY, L.L.C.
Certified Public Accountants
Gibbsboro, New Jersey

December 20, 2004

                                       15
<PAGE>

       RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
                (FORMERLY FEMINIQUE CORPORATION AND SUBSIDIARIES)
                           CONSOLIDATED BALANCE SHEETS
                           SEPTEMBER 30, 2004 AND 2003


                                     ASSETS


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

CURRENT ASSETS
   Cash                                            $ 486,124       $ 21,284
   Finance Receivables - short term                  208,112              -
   Prepaid expenses                                        -          5,316
                                                 ------------    -----------

              Total current assets                   694,236         26,600
                                                 ------------    -----------

OTHER ASSETS
   Finance Receivables - long-term                   422,532              -
   Deposit                                            97,763              -
                                                 ------------    -----------

              Total other assets                     520,295              -
                                                 ------------    -----------

TOTAL ASSETS                                      $1,214,531       $ 26,600
                                                 ============    ===========


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

                                       16
<PAGE>

       RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
                (FORMERLY FEMINIQUE CORPORATION AND SUBSIDIARIES)
                     CONSOLIDATED BALANCE SHEETS, CONTINUED
                           SEPTEMBER 30, 2004 AND 2003


            LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                                                             2004                2003
                                                                       ----------------    ----------------
<S>                                                                    <C>                 <C>
CURRENT LIABILITIES
   Accounts payable - Trade                                                   $ 84,485           $ 578,376
   Accrued and other expenes                                                    10,000              89,538
   Notes payable                                                                                   137,000
   Income tax expense                                                           39,038                   -
   Convertible debentures payable                                                    -             575,000
                                                                       ----------------    ----------------

          Total current liabilities                                            133,523           1,379,914
                                                                       ----------------    ----------------

TOTAL LIABILITIES                                                              133,523          1,379,914
                                                                       ----------------    ----------------
STOCKHOLDERS' EQUITY (DEFICIT)
   Preferred stock, par value $10 per share;
      10,000,000 shares authorized in 2004, and
      80,000 shares issued and outstanding at September 30,
      2004.                                                                    800,000                   -
   Common stock, par value $.001 per share;
      325,000,000 and 50,000,000 shares authorized in 2004
      and 2003 and 14,845,725 and 25,005,733 shares issued                      14,846              25,005
      and outstanding at September 30, 2004 and 2003,
      respectively
   Additional paid-in capital                                                  175,072          35,012,966
   Retained earnings (accumulated deficit)                                      91,090         (35,446,673)

   Less: treasury stock, at cost (103,432 shares)                                   -             (944,612)

             Total stockholders' equity (deficit)                            1,081,008          (1,353,314)
                                                                       ----------------    ----------------
TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY (DEFICIT)                                                          $ 1,214,531            $ 26,600
                                                                       ================    ================
</TABLE>


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

                                       17
<PAGE>

       RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
                (FORMERLY FEMINIQUE CORPORATION AND SUBSIDIARIES)
                 CONSOLIDATED STATEMENTS OF INCOME (OPERATIONS)
                           SEPTEMBER 30, 2004 AND 2003


                                                     2004             2003
                                                -------------     ------------
REVENUES
    Financing income                               $ 518,082              $ -
    Service and interest                              30,323            4,388
                                                -------------     ------------
              TOTAL INCOME                           548,405            4,388

COSTS AND EXPENSES
    Selling, general and administrative              418,277           28,096
                                                -------------     ------------
              Total costs and expenses               418,277           28,096
                                                -------------     ------------

NET INCOME (LOSS) BEFORE PROVISION FOR
INCOME TAXES                                         130,128          (23,708)

PROVISION FOR INCOME TAXES                           (39,038)               -
                                                -------------     ------------

NET INCOME (LOSS)                                   $ 91,090        $ (23,708)
                                                =============     ============

BASIC INCOME (LOSS) PER COMMON SHARE                 $ 0.011         $ (0.014)
                                                =============     ============

BASIC AND DILUTED INCOME (LOSS)
PER COMMON SHARE                                     $ 0.006         $ (0.014)
                                                =============     ============

AVERAGE WEIGHTED OUTSTANDING SHARES
OF COMMON STOCK - BASIC                            8,256,198        1,667,049
                                                =============     ============

AVERAGE WEIGHTED OUTSTANDING SHARES
OF COMMON STOCK - DILUTED                         15,706,198        1,667,049
                                                =============     ============


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

                                       18
<PAGE>

       RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED SEPTEMBER 30, 2004 AND 2003

<TABLE>
<CAPTION>
                                                                               Additional   Accumulated
                                   Preferred              Common Stock          Paid-In       Equity       Treasury
                                Shares     Amount      Shares      Amount       Capital      (Deficit)       Stock        Total
                                ------     ------    ----------------------  ------------  -------------   ---------   ------------
<S>                             <C>      <C>         <C>          <C>        <C>           <C>             <C>         <C>
BALANCE, SEPTEMBER 30, 2002          -   $       -    25,005,733  $ 25,005   $ 35,012,966  $ (35,422,965)  (944,612)   $(1,329,606)
Net loss for the year ended
  September 30, 2003                 -           -             -         -              -        (23,708)         -        (23,708)
                                ------   ---------   -----------  --------   ------------  -------------   ---------   ------------

BALANCE, SEPTEMBER 30, 2003          -   $       -    25,005,733  $ 25,005   $ 35,012,966  $ (35,446,673)  (944,612)   $(1,353,314)

Common stock issued for
cash exercise of warrants
December 31, 2003                    -           -    24,988,534    24,989        (17,889)             -          -          7,100

Common stock issued for
extinguishment of debt               -           -    25,005,733    25,006              -              -          -         25,006

Reverse stock split one for
fifteen                              -           -   (70,000,000)  (70,000)        70,000              -          -              -

Reorganization                       -           -             -         -    (35,077,723)    35,446,673    944,612      1,313,562

Common stock issued to
discharge loan of $20,000 -
May 2004                             -           -       100,250       100         19,900              -          -         20,000

Common stock issued to
discharge loan of $165,000 -
May 2004                             -           -       827,067       828        164,173              -          -        165,001

Common stock issued for
General Outsourcing
Corporation - May 2004               -           -     4,230,000     4,230          1,770              -          -          6,000

Common stock issued as
employment compensation -
May 2004                             -           -     4,300,000     4,300          1,720              -          -          6,020

Common stock issued for
consulting services
May - 2004                           -           -       388,408       388            155              -          -            543

Preferred stock issued
to discharge debt June -
2004                            80,000     800,000             -         -              -              -          -        800,000

Net income for the year
ended September 30, 2004             -          -             -          -              -         91,090          -         91,090
                                ------   ---------   -----------  --------   ------------  -------------   ---------   -----------

BALANCE, SEPTEMBER 30, 2004     80,000   $ 800,000    14,845,725  $ 14,846   $    175,072  $      91,090          -    $ 1,081,008
                                ======   =========   ===========  ========   ============  =============   =========   ===========
</TABLE>

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

                                       19
<PAGE>

       RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
                (FORMERLY FEMINIQUE CORPORATION AND SUBSIDIARIES)
                           CONSOLIDATED BALANCE SHEETS
                           SEPTEMBER 30, 2004 AND 2003

<TABLE>
<CAPTION>
                                                                             2004          2003
                                                                         -----------   ------------
<S>                                                                       <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income (loss)                                                        $ 91,090      $ (23,708)
Adjustments to reconcile net income (loss)  to
net cash (used in) operating activities:

Common Stock issued for consulting                                              543              -
Writeoff prepaid expenses                                                     5,316              -
Reorganization - Other                                                        6,959              -
Goodwill Impairment                                                           6,000
Common Stock issued for officer's salary                                      6,020              -
                                                                                  -
Changes in Certain Assets and Liabilites                                          -
Acquisition of finance receivables, net of buybacks                        (931,327)             -
Collections applied to principal on finance receivables                     300,684              -
(Increase) Decrease in Exchange account                                     (97,763)
(Decrease) IncreaseAccounts payable - Trade                                  36,102       (258,691)
(Decrease) Increase Accrued Expenses                                         10,000              -
Increase in Income Taxes                                                     39,038              -
                                                                         -----------   ------------

          Net cash (used in) operating activities                          (527,338)      (282,399)
                                                                         -----------   ------------

CASH FLOWS FROM FINANCING ACTIVITES
Proceeds from notes payable and advances                                    985,000
Issuance of Common Stock                                                      7,178              -
                                                                         -----------   ------------

              Net cash provided by financing activities                     992,178              -

NET INCREASE (DECREASE) IN CASH                                             464,840       (282,399)

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                                21,284        303,683
                                                                         -----------   ------------

CASH AND CASH EQUIVALENTS - END OF YEAR                                   $ 486,124       $ 21,284
                                                                         ===========   ============

SUPPLEMENTAL DISCLOSURE OF NON CASH INFORMATION
  Issuance of Common Stock for:
   Conversion of accounts payable and accrued expenses                    $ 529,933            $ -
                                                                         ===========   ============

   Conversion of accrued expenses                                         $ 879,538            $ -
                                                                         ===========   ============

   Conversion of notes payable                                            $ 322,000            $ -
                                                                         ===========   ============

   Conversion of convertible promissory note                              $ 800,000            $ -
                                                                         ===========   ============

   Goodwill                                                                $ 6,000             $ -
                                                                         ===========   ============

   Conversion of debentures payable                                       $ 575,000            $ -
                                                                         ===========   ============

   Common stock issued for services and compensation                        $ 6,563            $ -
                                                                         ===========   ============
</TABLE>

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

                                       20
<PAGE>

       RECEIVABLE ACQUISITION AND MANAGEMENT CORPORATION AND SUBSIDIARIES
   (FORMERLY RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION AND SUBSIDIARIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2004 AND 2003


NOTE 1-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         A.  THE COMPANY AND PRESENTATION

         Receivable Acquisition and Management Corporation and
         Subsidiaries (the "Company") was formerly Biopharmaceutics,
         Inc., In June 1999 pursuant to a meeting of the Board of
         Directors, Biopharmaceutics Inc, adopted a resolution and
         filed a Certificate of Amendment to the Certificate of
         Incorporation and changed the name of Biopharmaceutics, Inc.,
         to Receivable Acquisition & Management Corporation.

         Biopharamceutics, Inc., after its restructuring in 1998 became
         a distributor of consumer feminine hygiene and family planning
         products which were sold nationwide in major chain stores,
         distributors and wholesalers.

         In December 1998, Biopharmaceutics, Inc., sold off its wholly
         owned subsidiary, Caribbean Medical Testing Center, Inc.
         ("CMT"). CMT was acquired by the Company in June, 1997 and was
         engaged primarily in the business of multi-phasic specialty
         medical testing and laboratory services throughout Puerto
         Rico. The Company also discontinued its manufacturing of
         generic pharmaceutical products.

         In August, 2000, Receivable Acquisition & Management
         Corporation and its subsidiary Quality Health Products, Inc.
         filed for reorganization under Chapter 11 of the United States
         Bankruptcy Code which was confirmed July 28, 2003.

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

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

         Receivable Acquisition & Management Corporation in
         anticipation of reorganizing on July 12, 2002, entered into an
         asset purchase agreement whereby it sold without limitations
         the rights to all the assets used in connection with its
         feminine hygiene business. The aggregate purchase price was
         the satisfaction of certain debt of $340,308 due the
         purchaser, Clay Park Labs, Inc., which was the pre-petition
         debt, and an amount not less than $350,000 and not more than
         $1,500,000 (additional purchase price). The additional
         purchase price is based on applicable percentages of net sales
         of the purchaser of feminine hygiene products sold. Receivable
         Acquisition & Management Corporation also recognized
         $1,700,076, which represented the debt exchanged for the
         rights to the assets. The agreement is for 5 years expiring
         July 12, 2007. The Company, pursuant to the bankruptcy order,
         assigned the purchase price and collateral to its secured
         creditors. The Company acknowledged that LRC North America and
         SSL Americas, Inc. held a first and second priority interest
         in the assets and in consideration for the release of the
         security interest assigned its interest in the agreement.

         The plan of reorganization acknowledges that Matterhorn
         Holdings, Inc. ("Matterhorn") contributed additional cash of
         $7,178 necessary to fund payments for administrative costs and
         secured creditors. In exchange for the cash contributions, the
         Company issued 24,988,534 shares of common stock.


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


                                       21
<PAGE>

         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.

         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 a fourth
         portfolio. However, the Company did not take possession of the
         portfolio and received a full refund in October 2004.

         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 year ended September 30, 2004
         were as follows:


                                                                 Year Ended
                                                             September 30, 2004
                                                             ------------------
         Balance at beginning of period October 1, 2003       $               -
         Acquisition of finance receivables                             931,327
         Cash collections applied to principal                         (300,684)
                                                             ------------------
         Balance at the end of the period                               630,641
                                                             ==================

         Estimated Remaining Collections ("ERC") *            $       1,325,238
                                                             ==================

         * 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 $518,082 for the year
         ended September 30, 2004.

         Under SOP-03-3 debt security impairment is recognized only if the fair
         market value of the debt has declined below its amortized costs.
         Currently no amortized costs are below fair market value. Therefore,
         the Company has not recognized any impairment for the finance
         receivables.

         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
         September 30, 2004.

                                       22
<PAGE>
`

         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.

         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.

                                       23
<PAGE>

         J.  Earnings (Loss) per share of common stock

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

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

                                           September 30,     September 30,
                                               2004              2003
                                          --------------     -------------

Net income (loss)                              $ 91,090      $   (23,708)
                                          --------------     -------------
Weighted-average common shares
Outstanding (Basic)                           8,256,198        1,667,049

Weighted-average common stock
Equivalents
  Stock options                                 950,000                -
  Warrants                                    6,500,000                -
                                          --------------     -------------
Weighted-average common shares
Outstanding (Diluted)                        15,706,198        1,667,049
                                          ==============     =============


         The weighted average of common shares for the year ended September 30,
         2003 have been retroactively restated to account for the stock split
         which occurred in fiscal year ending September 30, 2004.

         G. 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.

         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.


         H. RECLASSIFICATION

         Certain amounts in the September 30, 2003 Financial Statements have
         been reclassified to conform to the 2004 presentation.

                                       24
<PAGE>

NOTE 2-  NOTES PAYABLE

         A. On September 15, 1999, the Company borrowed $100,000 from a
            shareholder, evidenced by a convertible promissory note bearing
            interest at 8% per annum with interest payments due on October 31,
            1999, March 31, 2000 and June 1, 2000, the maturity date of this
            note. This note is in default and classified as a current liability.
            The Company issued common stock in exchange for the discharge of
            this debt according to the bankruptcy reorganization.

         B. On January 16, 2000, the Company borrowed an additional $37,000, the
            terms and conditions of which are similar to those of the preceding
            $100,000 note. The Company issued common stock in exchange for the
            discharge of this debt according to the bankruptcy reorganization.

         C. On December 2, 2003, the Company borrowed an additional $165,000
            from a shareholder evidenced by a convertible promissory note
            bearing interest at 7% per annum. The note is due on or before
            January 2, 2005. This note is classified as a short-term note as the
            holder may convert at their discretion. The note is convertible into
            common shares at $0.0134 per share. The Company issued in May 2004,
            827,067 of common stock shares to satisfy the debt.

         D. 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.

         E. On December 11, 2003, the Company borrowed an additional $800,000
            from 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 the greater of $1 and market price eighteen
            month after issuance. The Company issued 80,000 shares of preferred
            stock in June 2004 to satisfy the debt.


NOTE 3-  CONVERTIBLE DEBENTURES PAYABLE

         The $575,000 of convertible debentures outstanding at December 31, 2002
         mature by June 2002, with optional redemptions available in May or June
         2000 at 105% of par. Interest of the debentures accrues at 10% per
         annum and is payable in cash or stock, at the Company's option, on a
         quarterly basis. The debentures can be converted at the holder's option
         into the Company's common stock in its entirety, or in multiples of
         $1,000, at conversion prices equal to the greater of $.54 per share of
         75% of the closing price per share over the five consecutive trading
         days immediately prior to the date of exercising the conversion right.
         At September 30, 2000 and 1999, the Company was not in compliance with
         its interest payments on the debentures. Upon approval of authorization
         of additional shares in accordance with the bankruptcy reorganization,
         the Company plans to issue common stock in exchange for discharge of
         debt. The debenture was converted into 9,340,593 shares pursuant to the
         approved bankruptcy plan. As of March 31, 2004 this debt was converted
         into common shares according to the bankruptcy reorganization.

NOTE 4-  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 September 30, 2004, the Company had no options
         outstanding under this plan.


                                       25
<PAGE>

NOTE  5- INCOME TAXES

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

                                            September 30,   September 30,
                                                 2004            2003
                                            -------------  --------------
Provision

Current:
     Federal                                   $ (30,038)            $ -
     State                                        (9,000)              -
                                            -------------  --------------
        Total Current                            (39,038)              -

Deferred                                               -               -
                                            -------------  --------------
Total provision for income taxes               $ (39,038)            $ -
                                            =============  ==============

         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 6-  STOCK HOLDERS' EQUITY (DEFICIT)

         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. See Note 3.

         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.

                                       26
<PAGE>

NOTE 7-  PLAN OF REORGANIZATION

         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.

         The Company, in anticipation of reorganizing on July 12, 2002, entered
         into an asset purchase agreement whereby its sold without limitations
         the rights to all the assets used in connection with its feminine
         hygiene business. The aggregate purchase price was the satisfaction of
         certain debt of $340,308 due the purchaser, Clay Park Labs, Inc., which
         was the pre-petition debt, and an amount not less than $350,000 and not
         more than $1,500,000 (Additional purchase price). The additional
         purchase price is based on applicable percentages of net sales of the
         purchaser of feminine hygiene products sold. The company also
         recognized $1,700,076, which represented the debt exchanged for the
         rights to the assets. The agreement is for 5 years expiring July 12,
         2007. The Company pursuant to the bankruptcy order assigned the
         purchase price and collateral to its secured creditors. The Company
         acknowledged that LRC North America and SSL Americas, Inc. held a first
         and second priority interest in the assets and in consideration for the
         release of the security interest assigned its interest in the
         agreement.

         The plan of reorganization acknowledges that Matterhorn Holdings, Inc.
         (`Matterhorn") contributed additional cash of $7,178 necessary to fund
         payments for administrative costs and secured creditors. In exchange
         for the cash contributions, the Company issued 24,988,534 of common
         stock.


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

None.

ITEM 8A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Based on an evaluation as of the end of the period covered by this annual
report, the Company's principal executive officer and principal financial
officer have concluded that the Company's disclosure controls and procedures (as
defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the
"Exchange Act")) are effective for the purposes set forth in such definition.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have not been any changes in the Company's internal control over financial
reporting identified in connection with the evaluation discussed above that
occurred during the Company's last fiscal year that have materially affected, or
are reasonably likely to materially affect, the Company's internal control over
financial reporting.
ITEM 8B. OTHER INFORMATION

None.

                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth the names, age, and position of each of our
directors and executive officers.

    Name                      Age     Present Principal Employment
    ----                      ---     ----------------------------

Max Khan                      38      Director, President, CEO and CFO
Gobind Sahney                 42      Chairman
Steven Lowe                   45      Director and Secretary


Set forth below is biographical information for each officer and director.

                                       27
<PAGE>

GOBIND SAHNEY, age 42, 1987 to 2004, Chairman & CEO, Young Entrepreneurs
Society, Inc. (YES) a credit card marketing company.1997 to 2004, Chairman &
President, Sahney & Company, a corporate finance advisory firm. Mr. Sahney is a
lifetime member of the National Eagle Scout Association; member Babson College
Board of Trustees; the Babson College Asian Advisory Board; Mr. Sahney is a
graduate of Babson College with dual degrees in Finance and Accounting. Born in
1961, Mr. Sahney lives in San Diego and has 2 children.

MAX KHAN, age 38, has been in the financial industry since 1987. He began his
career as a financial consultant in New York. Mr. Khan founded Alliance Global
Finance Inc. in 1992 with focus on corporate finance and investment banking. Mr.
Khan served as president of Alliance Global Finance from 1991 through October
2003. Mr. Khan is currently on the board of directors of MRU Holdings Inc. a
NASDAQ traded education finance company. Mr. Khan is also the co-founder of
NewTrad Investors Inc., a hedge fund advisory firm specializing in advising
Japanese institutions in their diversification into alternative assets. Mr. Khan
has a Bachelors Degree in Accounting and Economics from City University of New
York and an MBA from Pace University (New York). He is married with 2 children
and lives in New York.

Steven Lowe, age 45, is a practicing attorney. He is the founder of Lowe Law. Mr
Lowe graduated from Vanderbilt University and received his JD from University of
Connecticut School of Law.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's directors, executive
officers and persons who own more than ten percent of the Company's outstanding
Common Stock to file with the SEC and the Company reports on Form 4 and Form 5
reflecting transactions affecting beneficial ownership. Based solely on a review
of the copies of the reports furnished to us, or written representations that no
reports were required to be filed, we believe that during the fiscal year ended
September 30, 2004 all Section 16(a) filing requirements applicable to our
directors, officers, and greater than 10% beneficial owners were complied with.


ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth all compensation awarded, earned or paid for
services rendered in all capacities to us during fiscal years 2002, 2003 and
2004 to:

     o   Each person who served as our chief executive officer during 2004; and

     o   Our other executive officers whose total annual salary and bonus in
         2004 exceeded $100,000.

<TABLE>
<CAPTION>
                                                                                    Long-Term
                                              Salary       Bonus               Compensation Awards:
Name and Principal Position      Year        Annual Compensation           Securities Underlying Options
---------------------------      ----        -------------------           -----------------------------
<S>                              <C>          <C>          <C>                           <C>
Max Khan                         2003         $       -    None                           None
CEO & CFO                        2004         $ 100,000    None                          150,000
Gobind Sahney, Chairman          2003         $       -                                   None
                                 2004         $ 100,000                                  150,000
</TABLE>

EMPLOYMENT AND SEPARATION AGREEMENT

The Company has an employment agreement with Max Khan. The employment agreement
is for a term of 3years and provides that Mr. Khan is entitled to receive
$180,000in annual compensation. There are no separation agreements.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

The following table sets forth information at September 30, 2004 concerning
ownership of the Company's common shares by each director and executive officer
and each person who owns of record, or is known to the Company to own
beneficially, more than five percent of the Company's common shares.

                                       28
<PAGE>


NAME AND ADDRESS               AMOUNT AND NATURE OF
BENEFICIAL OWNER               BENEFICAL OWNERSHIP       PERCENT OF CLASS
----------------               -------------------       ----------------
Gobind Sahney                          870,000              5.80%
Lisa Sahney Trust                    1,740,000             11.72%
Max Khan                             2,900,000             19.53%
Mehtab Sultana                       1,300,000              8.76%
Steven Lowe (1)                         50,000
John Figliolini (2)                  2,181,243             14.69%

All Directors and Officers
  as a group (3 persons)             3,820,000             25.73%


(1)  Represents fully vested options granted in 2004.

(2)  Does not include 6,560,000 warrants held by Matterhorn Holdings.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

John Figliolini is a beneficial owner of Matterhorn Holdings which has a
consulting relationship with the Company.

On December 2, 2003, the Company borrowed $165,000 from individuals affiliated
with Mr. John Figliolini evidenced by a convertible promissory note bearing
interest at 7% per annum. The note is due on or before January 2, 2005. This
note is classified as a short-term note as the holder may convert at their
discretion. The note is convertible into common shares at $0.0134 per share. The
Company issued in May 2004, 827,067 of common stock shares to satisfy the debt.

On October 2, 2003, the Company borrowed $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.

On December 11, 2003, the Company borrowed $800,000 from 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 the greater of $1 and market price eighteen month after issuance.
The Company issued 80,000 shares of preferred stock in June 2004 to satisfy the
debt.


ITEM 13. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit and Non-Audit Fees

Aggregate fees for professional services rendered for the Company by Bagell,
Josephs & Company, L.L.C for the fiscal years ended September 30, 2004 and 2003
are set forth below. The aggregate fees included in the Audit category are fees
billed for the fiscal years for the audit of the Company's annual financial
statements and review of financial statements and statutory and regulatory
filings or engagements. The aggregate fees included in each of the other
categories are fees billed in the fiscal years. (All references to "$" in this
Proxy Statement are to United States dollars.)


                            Fiscal Year Ending         Fiscal Year Ending
                             September 30, 2004       September 30, 2003

Audit Fees                        $15,000                   $15,000

Audit Related Fees                 $5,000                   $10,000

Tax Fees                           $1,000                   $1,500

All Other Fees                       $0                       $0

Total                             $21,000                   $26,500

                                       29
<PAGE>

Audit Fees for the fiscal years ended September 30, 2004 and 2003 were for
professional services rendered for the audits of the consolidated financial
statements of the Company, quarterly review of the financial statements included
in Quarterly Reports on Form 10-QSB, consents, and other assistance required to
complete the year end audit of the consolidated financial statements.

Audit-Related Fees as of the fiscal years ended September, 2004 and 2003 were
for assurance and related services reasonably related to the performance of the
audit or review of financial statements and not reported under the caption Audit
Fees.

Tax Fees as of the fiscal years ended September 30, 2004 and 2003 were for
professional services related to tax compliance, tax authority audit support and
tax planning.

 There were no fees that were classified as All Other Fees as of the fiscal
years ended September, 2004 and 2003.

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

ITEM 14. EXHIBITS

The following exhibits are incorporated herein by reference or are filed with
this report as indicated below.

   Exhibit
   Number       Description

    31.1        Certification pursuant to Exchange Act Rules 13a-14 and
                15d-14 as adopted pursuant to Section 302 of the
                arbanes-Oxley Act of 2002.

    32.1        Certification pursuant to 18 U.S.C. Section 1350, as
                adopted pursuant to Section 302 of the Sarbanes-Oxley Act
                of 2002.

SIGNATURES

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

                               RECEIVABLE  ACQUISITION & MANAGEMENT CORPORATION




                                             /s/  Max Khan
                                             -------------
                                             By: Max Khan
                                             Chief Executive Officer,
                                             Chief Financial/Accounting Officer,
                                             Chief Accounting Officer
                                             Director
                                             Date: December 28, 2004


                                       30
<PAGE>

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



                                          /s/  Max Khan
                                          -------------
                                          By:  Max Khan
                                          Chief Executive/Accounting Officer,
                                          Chief Financial Officer and Director
                                          Date: December 28, 2004



                                          /s/  Gobind Sahney
                                          ------------------
                                          By:  Gobind Sahney
                                          Chairman of the Board
                                          Date: December 28, 2004



                                          /s/  Steven Lowe
                                          ----------------
                                          By:  Steven Lowe
                                          Director
                                          Date: December 28, 2004


                                       31