Letter from the Chairman

After a long and difficult operating period and subsequent reorganization, Feminique Corporation emerged from bankruptcy on July 28, 2003. The current management team, which came onboard at the end of October 2003, has been handed the responsibility to shed the vestiges of Feminique and implement a new and relevant business strategy. We now have an opportunity to deliver long-term value to our shareholders.

During the reorganization process, Feminique discontinued all existing operations and restructured its liabilities, leaving it with a clean slate. The current management team has chosen to use this clean slate to pursue the acquisition and management of performing and non-performing consumer receivables. This new endeavor will be conducted under the name of Receivable Acquisition & Management. The Feminique name will be retired and replaced with RAM. We have all the necessary elements in place to become a significant player in the receivables management industry.

Our sights are set on accomplishing much in the coming years that will build on the highly profitable business strategy RAMCO is now executing.

All of us at RAMCO are steadfast in our conviction to continue growing forward and creating shareholder value.

Gobind Sahney
Chairman


 

 

 

The Company ceased being an operating company as of August 3, 2000 when it filed a chapter 11 Petition in the United States Bankruptcy Court for the Eastern District of New York. The order was confirmed July 28, 2003. Royalty revenue was $21,904 compared to $138,363 for the prior fiscal year. This decreased as the Company received its last royalty payment in the quarter ended December 31, 2002, pursuant to a licensing agreement with Clay Park Labs Inc. dated May 5, 2000.
The Company sold its remaining intangible asset in the fiscal year ended 2002 for $2,040,384, which had a basis of $1,700,076. The sales price represented long-term debt and other debt owed to the purchaser, and certain unsecured debt to other parties. The United States Bankruptcy Court approved this transaction. The Company had $50,000 of miscellaneous income in the 2002 fiscal year, which was a reimbursement of expenses that was recorded in the current fiscal year as selling, general and administrative expenses. There were negligible other selling, general and administrative expenses for both years due to the cessation of the manufacturing operations. The Company had financed its operating requirements for 1999 and prior primarily by the issuance of short and long-term debt and notes Feminique Corporation (“Feminique”) filed a Chapter 11 Petition in the United States Bankruptcy Court for the Eastern District of New York on August 3, 2000. On May 14, 2003, Feminique filed its Plan of Reorganization dated May 10, 2002 (“Plan”). Pursuant to the Plan, Class 2 claimants, which represented the general unsecured creditors of Feminique, were to receive on account of each allowed claim, a pro-rata distribution of 23,344,085 shares of Feminique Common Stock. In addition, in exchange for $7,077 contributed by Matterhorn Holdings, Inc. (“Matterhorn”), Matterhorn was to receive 28,311,830 shares of Common Stock representing a purchase price of $.00025 per share. By Order dated July 28, 2003, the Plan was confirmed by Bankruptcy Judge Melanie L. Cyganowski.. On August 3, 2000, Quality Health Products, Inc. a wholly owned subsidiary of Feminique (“QHP”) filed a Chapter 11 Petition in the United States Bankruptcy Court for the Eastern District of New York. On July 12, 2002, QHP and Clay Park Labs, Inc. (“Clay Park”) executed an Asset Purchase Agreement, which was approved by the Bankruptcy Court on September 9, 2002. Under the Asset Purchase Agreement, Clay Park committed itself to pay a guaranteed purchase price of $350,000 over five years, with a maximum purchase price of $1,500,000 over five years. Pursuant to the terms of various stipulations entered into between the Official Committee of Unsecured Creditors of QHP and Clay Park during the Chapter 11 proceeding, the Official Committee, on behalf of the unsecured creditors of QHP will receive 15% of all payments made by Clay Park in excess of the guaranteed amount of $350,000 which payments will be distributed to unsecured creditors by the disbursing agent under the Plan of Reorganization of QHP. On December 13, 2002, QHP filed its Amended Plan of Reorganization dated December 3, 2002 (“Plan”). Under the provisions of the Plan, SSL Americas, the secured creditor of QHP, received an assignment of all of the payments due QHP under the terms of the Asset Purchase Agreement, which was deemed in full discharge and satisfaction of its claim and waived all claims against QHP. All unsecured creditors of QHP, which were Class 3 creditors under the Plan, received on account of the allowed amount of their claims a pro-rata distribution from QHP’s cash on hand on the Consummation Date (as defined in the Plan), and will receive a pro-rata distribution from the disbursing agent from payments being made by Clay Park under the Asset Purchase Agreement. By Order dated January 29, 2003, the Plan was confirmed by Bankruptcy Judge Melanie L. Cyganowski. Pursuant to the Plan, all unsecured creditors of QHP received a first distribution of 22.17595% of their respective claim. As of this date, no further distributions have been made by the disbursing agent to any unsecured creditors of QHP. Since emergence from bankruptcy, the Company brought in a new management team that has extensive experience in corporate finance and management of distressed consumer receivables. The Company has adopted a new business plan, which involves acquisition and recovery of distressed consumer receivables. The strategy is to buy charged off consumer receivables at deep discount and outsource recovery to strategic recovery partners. It is a completely outsourced business model executable with a small team currently in place. In order to execute this strategy the Company has raised approximately $1,000,000 for working capital and investments into various pools of charged off receivables that are currently available for purchase.

 

The U.S. distressed debt market continues to evolve from a highly illiquid market into a robust secondary market for discounted obligations. Credit grantors, including retailers, manufacturers and more recently the utilities have discovered a diversified marketplace where charged-off non-performing, sub-performing, and performing loans and other obligations can be sold at any stage. The sale of charge-off portfolios has spread from a handful of the largest credit card issuers to hundreds of sellers, including credit/retail card issuers, educational institutions, finance companies, and other credit grantors. Debt buyers have jumped into the market, creating a first tier of large players seeking economies of scale, a second tier of smaller specialists focusing on specific types of debts or geographical concentrations, and a number of highly specialized niche players. Giving further boost to the market all around is the availability of financing at affordable rates, private equity and venture capital. Also, consumers have realized that a favorable credit score is now an essential element in decisions such as hiring, admissions, and financing. When you couple this with an efficient credit reporting system, debtors are more likely to settle than ever before.
The non-performing and distressed consumer receivable market is a fragmented and growing industry, which is driven by increasing levels of consumer debt. Despite generally good economic conditions during the mid to late 1990’s, credit card and other consumer receivable charge-offs have increased as overall consumer debt has increased. According to the Federal Reserve, American consumers owed an aggregate of $2.76 trillion of debt as of May 2003, and that the size of the revolving credit market in the United States was in excess of $756 billion as of May 2003, up from $700 billion in December 2001. Consumer credit is expected to continue rising over the foreseeable future.


The Company is currently implementing its new strategy through a wholly-owned subsidiary, Receivable Acquisition & Management Corp of New York. The management plans to change the Corporate name from Feminique Corporation to Receivable Acquisition & Management Corp (Ram Corp) upon shareholder approval. The name change would more appropriately reflect the current nature of Company’s business.


To the Board of Directors and Stockholders of:
Feminique Corporation and Subsidiaries
New York, New York

We have audited the accompanying consolidated balance sheets of Feminique Corporation and Subsidiaries as of September 30, 2003 and 2002 and the related consolidated statements of income, stockholders’ 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 generally accepted in the United States of America. 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.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has incurred substantial operating losses from continuing operations and had a consolidated deficit at September 30, 2003 of $1,353,314. Additionally, the company and its operating subsidiary in August 2000 filed for reorganization under Chapter 11 of the United States Bankruptcy Code. The order confirming the plan of reorganization was accepted July 28, 2003 (See Note 10). These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in addressing these matters are more fully discussed in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Feminique Corporation and Subsidiaries as of September 30, 2003 and 2002, and the results of their consolidated operations, changes in consolidated stockholders 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.
Certified Public Accountants
Gibbsboro, New Jersey

OFFICERS & DIRECTORS
Gobind Sahney, Chairman Gobind Sahney
Max Khan, President & CEO
Steven Lowe, Director

Corporate Secretary, Steven Lowe
Corporate Counsel, Mark J. Ross
SICHENZIA ROSS FRIEDMAN FERENCE LLP
1065 Avenue of the Americas
New York, New York 10018

Auditors, BAGELL, JOSEPHS & COMPANY, L.L.C.
Certified Public Accountants
High Ridge Commons
200 Haddonfield Berlin Road

 

 

 

The company’s stock is currently traded in the gray sheet market under the symbol FEMQQ.PK. The last quoted price was $0.0001 Bid; no Ask Ask. The Company intends to file the necessary application to move trading to the Nasdaq Bulletin Board.

Copyright © 2006 RAMCO. All Rights Reserved.