SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB

Quarterly Report Pursuant to Section 13 or 15 (d)

of the Securities Exchange Act of 1934



For the Quarter Ended                                  Commission File No.

- ---------------------                                  --------------------

June 30, 2002                                            000-26523



Resource Asset Management Corporation

--------------------------------

(Name of small business issuer in its charter)



Nevada                                       93-0943718

- --------------------------------                        -------------------

(State or other jurisdiction of                        (IRS Employer

incorporation or organization)                        Identification No.)



2950 E. Flamingo Rd., Suite B

Las Vegas, NV 89121

---------------------------------

(Address of Principal Executive Offices)



Registrant's telephone number including area code:      (702) 892-0990

---------------



Former name, former address, and former fiscal year end, if changed since last report.



N/A

---------------



Check whether the issuer (1) filed all report required to be filed with

Section 13 or 15(d) of the Exchange Act during the past 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 /   /



Applicable only to issuers involved in bankruptcy proceedings during the

proceeding five years.



Check whether the registrant filed all document and report required to be filed

by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of

securities under a plan confirmed by a court.



N/A



Applicable only to corporate issuers.



State the number of shares outstanding of each of the issuer's classes of common

equity as of the latest practicable date: 12,155,944 as of July 8, 2002.



Transitional Small Disclosure Format



Yes                  No      / X /









|        |                                                                                       | Page
|------- | ------------------------------------------------------------------------------------- | ----
|        | PART I FINANCIAL INFORMATION                                                          |     
|        |                                                                                       |     
|Item 1. | Financial Statements                                                                  |     
|        |                                                                                       |     
|        | Balance Sheet  June 30, 2002                                                         | 3   
|        | Consolidated Statement of Operations                                                  | 4   
|        | Statement of Cash Flows                                                               | 5   
|        | Notes to Financial Statements                                                         | 6   
|        |                                                                                       |     
|Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 10  
|        |                                                                                       |     
|        | PART II OTHER INFORMATION                                                             |     
|        |                                                                                       |     
|Item 1. | Legal Proceedings                                                                     | 11  
|        |                                                                                       |     
|        |                                                                                       |     
|Item 2. | Changes in Securities and Use of Proceeds.                                            | 11  
|        |                                                                                       |     
|        |                                                                                       |     
|Item 3. | Defaults Upon Senior Securities                                                       | 11  
|        |                                                                                       |     
|        |                                                                                       |     
|Item 4. | Submission of Matters to a Vote of Security Holders                                   | 11  
|        |                                                                                       |     
|        |                                                                                       |     
|Item 5  | Other Information                                                                     | 11  
|        |                                                                                       |     
|        |                                                                                       |     
|Item 6. | Exhibits and Reports on Form 8-K                                                      | 12  
|        |                                                                                       |     
|        |                                                                                       |     
|        | Signatures                                                                            | 12  



2





PART I

ITEM 1.  FINANCIAL



| | RESOURCES ASSET MANAGEMENT CORPORATION     |                                              
| | ------------------------------------------ | ---------------------------------------------
| | (FORMERLY, VPN COMMUNICATIONS CORPORATION) |                                              
| | CONSOLIDATED BALANCE SHEET                 |                                              
| | JUNE 30, 2002                              |                                              
| | (Unaudited)                                |                                              
| |                                            |                                              
| |                                            |                                              
| |                                            |                                              
| | CURRENT ASSETS:                            |                                              
| |                                            | Cash & cash equivalents                      
| |                                            | Notes receivable                             
| |                                            | Advances                                     
| |                                            |                                              
| |                                            |                                              
| |                                            |                                              
| |                                            |                                              
| |                                            |                                              
| |                                            |                                              
| | CURRENT LIABILITIES:                       |                                              
| |                                            | Accounts payable                             
| |                                            | Accrued expenses                             
| |                                            | Notes payable -Related parties               
| |                                            | Note payable - Management Company            
| |                                            |                                              
| |                                            |                                              
| | COMMITMENT                                 |                                              
| |                                            |                                              
| | STOCKHOLDERS' DEFICIT                      |                                              
| |                                            | Preferred Class A convertible stock,         
| |                                            | $.001 par value; 2,000,000 shares authorized;
| |                                            | 1,000,000 shares issued and outstanding      
| |                                            | Preferred Class C convertible stock,         
| |                                            | $.001 par value; 4,000,000 shares authorized;
| |                                            | 600,000 shares issued and outstanding        
| |                                            | Common stock, $.001 par value;               
| |                                            | 50,000,000 shares authorized;                
| |                                            | 12,955,944 shares issued and outstanding     
| |                                            | Additional paid in capital                   
| |                                            | Investment in a joint venture                
| |                                            | Accumulated deficit                          
| |                                            |                                              
| |                                            |                                              
| |                                            |                                              





3











| | RESOURCES ASSET MANAGEMENT CORPORATION                                                                                                                  | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (FORMERLY, VPN COMMUNICATIONS CORPORATION)                                                                                                              | 
| | CONSOLIDATED STATEMENTS OF OPERATION                                                                                                                    | 
| | FOR THE PERIOD FEBRUARY 26, 2002 (INCEPTION) TO JUNE 30, 2002                                                                                           | 
| | (Unaudited)                                                                                                                                             | 
| |                                                                                                                                                         | 
| |                                                                                                                                                         | 
| |                                                                                                                                                         | 
| |                                                                                                                                                         | 
| |                                                                                                                                                         | 
| | Net revenue                                                                                                                                             | 
| |                                                                                                                                                         | 
| | Cost of revenue                                                                                                                                         | 
| |                                                                                                                                                         | 
| | Gross loss                                                                                                                                              | 
| |                                                                                                                                                         | 
| | Total operating expenses                                                                                                                                | 
| |                                                                                                                                                         | 
| | Other Income(Expense)                                                                                                                                   | 
| | Interest Expense                                                                                                                                        | 
| |                                                                                                                                                         | 
| | Loss before income taxes and extraordinary item                                                                                                         | 
| |                                                                                                                                                         | 
| | Provision for income tax                                                                                                                                | 
| |                                                                                                                                                         | 
| | Net loss before extraordinary item                                                                                                                      | 
| |                                                                                                                                                         | 
| | Extraordinary item -loss on settlement of debts                                                                                                         | 
| |                                                                                                                                                         | 
| | Net loss                                                                                                                                                | 
| |                                                                                                                                                         | 
| | Basic & diluted weighted average number of                                                                                                              | 
| | common stock outstanding*                                                                                                                               | 
| |                                                                                                                                                         | 
| | Basic and diluted net Loss per share                                                                                                                    | 
| |                                                                                                                                                         | 
| |                                                                                                                                                         | 
| |                                                                                                                                                         | 
| |                                                                                                                                                         | 
| | Weighted average number of shares used to compute basic and diluted loss per share is the same since the effect of dilutive securities is antidilutive. | 







4













|RESOURCES ASSET MANAGEMENT CORPORATION                        |                                        
|------------------------------------------------------------- | ---------------------------------------
|(FORMERLY, VPN COMMUNICATIONS CORPORATION)                    |                                        
|CONSOLIDATED STATEMENT OF CASH FLOWS                          |                                        
|FOR THE PERIOD FEBRUARY 26, 2002 (INCEPTION) TO JUNE 30, 2002 |                                        
|(Unaudited)                                                   |                                        
|                                                              |                                        
|                                                              |                                        
|                                                              |                                        
|                                                              | CASH FLOWS FROM OPERATING ACTIVITIES:  
|                                                              |                                        
|                                                              |                                        
|                                                              |                                        
|                                                              |                                        
|                                                              |                                        
|                                                              |                                        
|                                                              |                                        
|                                                              |                                        
|                                                              |                                        
|                                                              | CASH FLOWS FROM FINANCING ACTIVITIES:  
|                                                              |                                        
|                                                              |                                        
|                                                              |                                        
|                                                              |                                        
|                                                              |                                        
|                                                              | NET INCREASE IN CASH & CASH EQUIVALENTS
|                                                              |                                        
|                                                              | CASH & CASH EQUIVALENTS, BEGINNING     
|                                                              |                                        
|                                                              | CASH & CASH EQUIVALENTS, ENDING        
|                                                              |                                        
|                                                              | SUPPLEMENTAL INFORMATION:              
|                                                              |                                        
|                                                              |                                        
|                                                              |                                        
|                                                              |                                        







5

















RESOURCES ASSET MANAGEMENT CORPORATION

(FORMERLY, VPN COMMUNICATION CORPORATION)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS







1.    DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION



Organization and Nature of Operation



VPN Communication Corporation (the Company) was organized November 29, 1986, under the laws of the state of Nevada, as Fernwood Financial, Inc. In 1988, the Company merged with Mimetics, Inc., a California Corporation and changed its name to Exhibitronix, Inc. During 1990 and1991, the Company became insolvent and disposed of all of its assets to satisfy its creditors. From 1991 to June 30, 2000, the Company had no operations. On March 14, 2000, the Company changed its name from Exhibitronix, Inc. to VPN Communications Corporation.



Pursuant to a reorganization agreement dated April 19, 2000, the Company acquired one hundred percent (100%) of the common shares of VPNCOM.Net Corporation (VPN). VPNCOM.Net Corporation, formerly "City Pacific International USA, Inc.", was incorporated in the state of Nevada on July 15,1997 to provide telecommunications products and services for commercial and residential customers and clientele, directly or through joint ventures with strategic partners. On August 7, 2001, the Company sold the its subsidiary, VPN, for $1.00 with an agreement that the purchaser will assume any obligations, debts and liabilities of VPN.



On March 31, 2002, the Company acquired one hundred percent (100%) of the common shares of Southwick Management, Inc. (SMI). SMI was incorporated in the state of Nevada on February 26, 2002. SMI plans to engage in acquiring and leasing equipment and facilities for timber extraction and related activities in Baja California, Mexico. The purchase was consummated by issuing 3,000,000 shares of common stock and 1,000,000 shares of Class A convertible preferred stock to former owners of SMI. For accounting purposes, the transaction has been treated as a re-capitalization of the Company, with SMI as the accounting acquirer (reverse acquisition), and has been accounted for in a manner similar to a pooling of interests. The operations of the Company have been included with those of SMI from the acquisition date.



On March 20, 2002, the board of directors approved the amendment of the Companys certificate of incorporation to change its name to Resources Asset Management Corporation.



Principles of Consolidation



The accompanying consolidated financial statements include the accounts of the Company and its 100% wholly owned subsidiary, SMI. All significant inter-company accounts and transactions have been eliminated in consolidation. The historical results for the period ended June 30, 2002 include both the Company (from the acquisition date) and SMI (from inception on February 26,2002). All significant inter-company accounts and transactions have been eliminated in consolidation.



Basis of preparation



The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for the presentation of interim financial information, but do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. The audited consolidated financial statements for the two years ended September 30, 2001 was filed on January 11, 2002 with the Securities and Exchange Commission

and is hereby referenced. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the period ended June 30, 2002 are not necessarily indicative of the results that may be expected for the year ended September 30, 2002.



Segment Reporting



During the periods ended June 30, 2002, the Company only operated in one segment, therefore segment disclosure has not been presented.



2.   RECENT PRONOUNCEMENTS



On July 20, 2001, the FASB issued SFAS No. 141, "Business Combinations,"andSFAS No. 142, "Goodwill and Other Intangible Assets." These statements make significant changes to the accounting for business combinations, goodwill, and intangible assets.



6







SFAS No. 141 establishes new standards for accounting and reporting requirements for business combinations and will require that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. Use of the pooling-of-interests method will be prohibited. This statement is effective for business combinations completed after June 30, 2001.



SFAS No. 142 establishes new standards for goodwill acquired in a business combination and eliminates amortization of goodwill and instead sets forth methods to periodically evaluate goodwill for impairment. Intangible assets with a determinable useful life will continue to be amortized over that period. This statement becomes effective January 1, 2002.



In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 143, "Accounting for Asset Retirement Obligations". SFAS 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This Statement is effective for financial statements issued for fiscal years beginning after June 15, 2002. The impact of the adoption of SFAS 143 on the Companys reported operating results, financial position and existing financial statement disclosure is not expected to be material.



In August 2001, Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"), was issued. This statement addresses financial accounting and reporting for the impairment or disposal of long-lived assets and broadens the definition of what constitutes a discontinued operation and how the results of a discontinued operation are to be measured and presented.  The provisions of SFAS 144 are effective for financial statements issued for fiscal years beginning after December 15, 2001. The impact of the adoption of SFAS 144 on the Companys reported operating results, financial position and existing financial statement disclosure is not expected to be material.



The adoption of above pronouncements, did not materially impact the Companys financial position or results of operations.



In May 2002, the Board issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections ("SFAS 145"). SFAS 145 rescinds the automatic treatment of gains or losses from extinguishments of debt as extraordinary unless they meet the criteria for extraordinary items as outlined in APB Opinion No. 30, Reporting the Results of Operations, Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions. SFAS 145 also requires sale-leaseback accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions and makes various technical corrections to existing pronouncements. The provisions of SFAS 145 related to the rescission of FASB Statement 4 are effective for fiscal years beginning after May 15, 2002, with early adoption encouraged. All other provisions of SFAS 145 are effective for transactions occurring after May 15, 2002, with early adoption encouraged. The Company does not anticipate that adoption of SFAS 145 will have a material effect on earnings or financial position.



In June 2002, the FASB issued SFAS No. 146  Accounting for Costs Associated with exit or Disposal Activities. This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." This Statement requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Under Issue 94-3 a liability for an exit cost as defined, was recognized at the date of an entitys commitment to an exit plan. This statement will not have a material impact on the Companys financial statements.



1.

NOTES RECEIVABLE-RELATED PARTY



Notes receivables of $363,911 consist of amounts receivable from an affiliated company. The Company is related by a common officer. The notes are due on demand, unsecured and interest free for the first 90 days from April 1, 2002. Beginning July 1, 2002, the interest rate is 8% per year on the unpaid principal.



4.

ADVANCES



This advance amount of $21,800 represents the advance payments to the officers of the Company. The amount is interest free, due on demand and unsecured.



7







5.   NOTES PAYABLE  REALTED PARTIES AND EXTRAORDINARY LOSS



Notes payables of $301,548 consist of amounts payable to affiliated companies and shareholders.  Notes are due on demand, unsecured and carry the interest rates of 8% to 12% per year.  Interest expenses for the period ended June 30, 2002 was $ 6,053.



The Company has a note payable amounting $19,000 to the management company. The note is due by June 15, 2002, bears an interest rate of 10% per annum and is unsecured. The Company has a note payable amounting $46,920 to the management company. This note is due on demand, bears an interest rate of 10% per annum and is unsecured. The Company had a convertible promissory note payable amounting $372,565 to the management company. The note was settled in exchange of 2,530,000 shares of common stock of the Company amounting to $1,366,200 during the period ended June 30, 2002, which resulted in an extraordinary loss of $993,635.



6.  COMMITMENT



The Company has entered into agreements with Securities Compliance Control, LLC (SCC), a related party, whereby, SCC agrees to provide certain consulting services for a term of three years beginning on July 1, 2000 and ending on July 1, 2003. SCC was paid a retainer of $25,000 plus 20,000 shares of the companys common stock. Future compensation will be paid based upon number of hours of services provided at a predetermined rate plus 20,000 shares of the companys Common stock registered under S-8 registration, per month for the duration of the contract. The S-8 stock will be nondilutive, regardless of recapitalization, reconstruction or reorganization.



SCC may elect to receive compensation all or in part, in the form of stock at 85% of the trading price of each share as of one week prior to submission of monthly invoice to the Company.



7.  INVESTMENT IN JOINT VENTURE



The Company issued 3,000,000 shares of its common stock as an investment towards a joint venture, A.M.F.S. Limited (AMFS), on November 9, 2001. The Joint venture is between the Company and Investors Millennium Management, Inc. (IMMI) for the purpose of providing financial enhancement for qualified strategic partners and introducing such entities to sources for them to access and acquire working capital. The joint venture is for a period of ten years from the date of the joint venture agreement. IMMI will contribute its client database, consulting expertise and the relevant business contacts and sources, as well its systems and procedures. The profit and loss of the venture will be equally shared by both parties. IMMI will act as the venture manager and will be compensated at $5,000 per month plus reasonable expenses and costs incidental to the performance of its duties. Through, June 30, 2002, there was activity from the joint venture.



8.  GOING CONCERN UNCERTAINTY



The accompanying financial statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the Company as a going concern. However, the Company has accumulated deficit from inception to June 30, 2002 of $2,040,361. The continuing losses have adversely affected the liquidity of the company. Losses are expected to continue for the immediate future. The Company's total liabilities exceed its total assets by $75,083. The Company faces continuing significant business risks, including, but not limited to, its ability to maintain vendor and supplier relationships by making timely payments when due.



In view of the matters described in the preceding paragraph, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to raise additional capital, obtain financing and succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.



Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. The Company is actively pursuing additional funding and potential merger or acquisition candidates and strategic partners which would enhance stockholders' investment. Management believes that the above actions will allow the Company to continue operations through the next fiscal year. In this regard, the Company acquired SMI on March 31, 2002 (note 9).



8





9.   ACQUISITION



On March 31, 2002, the Company acquired one hundred percent (100%) of the common shares of Southwick Management, Inc. (SMI). The purchase was consummated by issuing 3,000,000 shares of common stock and 1,000,000 shares of Class A convertible preferred stock to former of owners of SMI. For accounting purposes, the transaction has been treated as a recapitalization of the Company with SMI as the accounting acquirer (reverse acquisition), and has been accounted for in a manner similar to a pooling of interests. After the merger, the former shareholders of SMI own 69.20% of the total voting shares of the Company. The total voting shares include 10 votes for each preferred stock owned for a total of 10,000,000 million votes plus 3,000,000 votes for common stock owned. Since SMI had no assets and did not have any operations prior to the acquisition, no proforma information has been provided.



10.  STOCKHOLDERS EQUITY AND EXTRAORDINARY LOSS



Preferred stock:



As a part of the acquisition of SMI, the Company issued 1,000,000 shares of Class A convertible preferred stock to the former shareholders of SMI. Each Class A convertible preferred stock is eligible to be converted into ten shares of common stock of the Company, twelve months after issuance of these shares. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of preferred shares shall be entitled to receive in cash out of assets of the Company before any amount shall be paid to the holders of common stock. The Company is authorized to issue 2,000,000 shares of Class A and 4,000,000 shares of Class B and C, each. No share was issued for Class B through June 30, 2002. The Company issued 600,000 shares of Class C preferred stock for cash amounting $300,000 during the period ended June 30, 2002.



Common stock



As a part of the acquisition of SMI, the Company issued 3,000,000 shares of common stock to the former shareholders of SMI. During the period ended June 30, 2002, the Company issued 1,270,000 shares of common stock for consulting services amounting $595,800 of which 120,000 shares were issued to the related parties amounting $60,000 and 1,150,000 shares were issued to non-related parties amounting $535,800. The Company also issued 368,901 shares of common stock amounting $53,491 for debts settlement of $22,044, which resulted in an extraordinary loss of $31,447. The Company issued 2,530,000 share of common stock for the settlement of convertible note of $372,565 to management company amounting to $1,366,200.





9







Item 2.  Management's Discussion and Analysis or Plan of Operation



The discussion and financial statements contained herein are for the period ended June 30, 2002.  The following discussion regarding the financial statements of the Company should be read in conjunction with the financial statements (including the Notes to the Consolidated Financial Statements) of the Company included herewith.



OVERVIEW



On March 18, 2002 the Company signed an agreement to buy all of the outstanding shares of Southwick Management, Inc., a Nevada corporation (SMI). SMI holds rights to acquire processing equipment for various forestry natural resources including timber in Baja California, Mexico. The purchase was consummated by issuing 3,000,000 shares of common stock and 1,000,000 shares of Class A convertible preferred stock to former owners of SMI. For accounting purposes, the transaction has been treated as a re-capitalization of the Company, with SMI as the accounting acquirer (reverse acquisition), and has been accounted for in a manner similar to a pooling of interests. The operations of the Company have been included with those of SMI from the acquisition date. On March 20, 2002, the board of directors approved the amendment of the Companys certificate of incorporation to change its name to Resources Asset Management Corporation.



(A) PLAN OF OPERATIONS



The Company intends to raise additional capital to fund the operations and capital needs of SMI to expand its timber processing equipment business. The Company expects to require minimal cash, except for the SMI activity, during the next three months. There is no assurance the Company will be successful in raising additional capital. However, the Company is actively seeking both institutional debt and private equity financing to assure that it will be capable of financing the continuation of the business and to support the activities of SMI. Should the Company fail to raise additional funding, it could be forced to curtail or even cease operations altogether.



(B) RESULTS OF OPERATIONS



The Company has generated no revenue and does not anticipate generating any material revenues apart from that generated by its joint venture (A.M.F.S. Limited) or its wholly owned subsidiary, SMI. The Companys expenses since SMIs inception through June 30, 2002 were $869,340. The Company anticipates that it will require additional capital contributions to fund its operations during the next fiscal quarter ending September 30, 2002. The Company intends to seek investors for additional capital for continued operations. In addition, the Company is actively seeking institutional type investors as a source of funding. In the event the Company does not attract such capital, and is unable to generate revenues sufficient to support its expenses, it would be required to eventually curtail or even cease operations. The Company's substantial financial losses have raised a substantial doubt with the Company's auditors as to the Company's ability to continue as a going concern.



The Company has no long-term capital commitments.



10







PART II



OTHER INFORMATION





Item 1.   LEGAL PROCEEDINGS



None



Item 2.   CHANGES IN SECURITIES



Preferred stock:



As a part of the acquisition of SMI, the Company issued 1,000,000 shares of Class A convertible preferred stock to the former shareholders of SMI. Each Class A convertible preferred stock is eligible to be converted in to ten shares of common stock of the Company, twelve months after issuance of these shares. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of preferred shares shall be entitled to receive in cash out of assets of the Company before any amount shall be paid to the holders of common stock. The Company is authorized to issue 2,000,000 shares of Class A and 4,000,000 shares of Class B & C, each.



During the period ended June 30, 2002 the Company issued 600,000 share of Class C preferred stock for cash amounting to $300,000.



No shares were issued for Class B, through June 30, 2002.



Common stock



As a part of the acquisition of SMI, the Company issued 3,000,000 shares of common stock to the former shareholders of SMI.

The Company issued 120,000 shares to the management company for consulting services.

The Company issued 1,150,000 to other unrelated parties for consulting services.

The Company issued 368,901 shares for debt settlement of $22,044.

The Company issued 2,530,000 shares of common stock for the settlement of convertible note of $372,565 to the management company amounting to $1,366,200.



Item 3.   DEFAULTS UPON SENIOR SECURITIES



None



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



No matter was submitted to a vote of the security holders of the Company during its fiscal quarter ended June 30, 2002.



Item 5.   OTHER INFORMATION



None



11







ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K



(a)  Exhibits:



Exhibit 1 Acquisition and Reorganization Agreement with Southwick Management, Inc.  Previously filed and herewith incorporated by reference.



(b)    Reports on Form 8-K.



April  8, 2002 Current Report filed on Form 8-K announcing acquisition of Southwick Management, Inc., and reorganization.



May 16, 2002 Current Report filed on Form 8-K/A amending Current Report filed on April 8, 2002.



SIGNATURES



In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Resource Asset Management Corporation



Date:  August 16, 2002

By: /S/ Howard Behling



-------------------------------------

Howard Behling

President Chief Executive Officer and Director,



Date:  August 16, 2002

By: /S/ E.G. Marchi



-------------------------------------

E. G. Marchi

Vice President and Director

12