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.
|