As filed with the Securities and Exchange Commission on September 13, 2004
                                                          Reg. No. 333-_________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                 RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION
             (Exact name of registrant as specified in its charter)

                DELAWARE                        13-3186327
    (State or other jurisdiction of          (I.R.S. Employer
     incorporation or organization)         identification No.)

               140 BROADWAY, 46TH FLOOR, NEW YORK, NEW YORK 10005
               (Address of principal executive offices) (Zip Code)

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

               2004 STATUTORY AND NON- STATUTORY STOCK OPTION PLAN
                              (Full title of plan)

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

                                  MAX KHAN, CEO
                            140 BROADWAY, 46TH FLOOR
                            NEW YORK, NEW YORK 10005
                     (Name and address of agent for service)

                                  212-858-7590
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                              Proposed maximum     Proposed maximum
Title of securities     Amount to be          offering price       Aggregate offering    Amount of
to be registered        Registered            per share*           Price                 Registration fee
----------------------- --------------------- -------------------- --------------------- --------------------
<S>                     <C>                            <C>                <C>                 <C>
Common Stock            2,500,000                      $.20               $500,000            $63.35
($.0001 par value)
----------------------- --------------------- -------------------- --------------------- --------------------
</TABLE>

* Estimated solely for the purpose of determining the amount of registration fee
and pursuant to Rules 457(c) and 457 (h) of the General Rules and Regulations
under the Securities Act of 1993, based upon the average of the high and low
selling prices per share of Common Stock of Receivable Acquisition & Management
Corporation on September 10, 2004.


<PAGE>

Prospectus

                 Receivable Acquisition & Management Corporation

                        2,500,000 SHARES OF COMMON STOCK

                            ISSUABLE PURSUANT TO THE

               2004 STATUTORY AND NON- STATUTORY STOCK OPTION PLAN

         This prospectus relates to the sale of up to 2,500,000 shares of common
stock of Receivable Acquisition & Management Corporation offered by certain
holders of our securities acquired upon the exercise of warrants issued to such
persons pursuant to various employment agreements. Of such shares, we are
registering 500,000 shares of common stock to be issued in connection with our
2004 Statutory and Non-Statutory Stock Option Plan. The shares may be offered by
the selling stockholders from time to time in regular brokerage transactions, in
transactions directly with market makers or in certain privately negotiated
transactions. For additional information on the methods of sale, you should
refer to the section entitled "Plan of Distribution." We will not receive any of
the proceeds from the sale of the shares by the selling stockholders. Each of
the selling stockholders may be deemed to be an "underwriter," as such term is
defined in the Securities Act of 1933.

         Our common stock trades on the Pink Sheets under the symbol "RCVA." On
September 10, 2004, the closing sale price of the common stock was $.20 per
share. The securities offered hereby are speculative and involve a high degree
of risk and substantial dilution. Only investors who can bear the risk of loss
of their entire investment should invest. See "Risk Factors" beginning on page
5.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


               The date of this prospectus is September 10, 2004.



                                       2
<PAGE>

                                TABLE OF CONTENTS
                                                                           PAGE

Prospectus Summary                                                         4
Risk Factors                                                               5
Selling Stockholders                                                       10
Plan of Distribution                                                       12
Interests of Named Experts and Counsel                                     13
Incorporation of Certain Documents by Reference                            13
Disclosure of Commission Position on Indemnification For Securities Act
  Liabilities                                                              13
Available Information



                                       3
<PAGE>





                               PROSPECTUS SUMMARY
GENERAL OVERVIEW

Summary

            We had ceased operations on August 2000 and 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. During the fourth quarter of 2004,
we brought in a new management team in order to implement a new business
strategy. We are now engaged in the purchase and recovery of defaulted consumer
receivables.

         Our principal offices are located at 140 Broadway, 46th Floor, New
York, New York 10005, and our telephone number is 212-858-7590. We are formed
under the laws of the state of Delaware.

THE OFFERING

<TABLE>
<S>                                                                                   <C>
Shares of common stock outstanding prior to this offering.......................      14,845,725

Shares offered in this prospectus...............................................       2,500,000

Total shares outstanding after this offering ...................................      17,345,725

Use of proceeds.................................................................      We will not receive any proceeds from the
                                                                                      sale of the shares of common stock offered in
                                                                                      this prospectus.
</TABLE>




                                       4
<PAGE>

                                    BUSINESS

HISTORY

         On July 28, 2003, the U.S. Bankruptcy Court for the Eastern District of
New York confirmed our Plan of Reorganization. As reorganized, we were
essentially without a specific business. Through the efforts of Matterhorn
Holdings, Inc., we located a business opportunity and new management (Max Khan)
for our company. Max Khan, our President and CEO, took steps to establish our
operations in the receivable acquisition and management business through a newly
formed wholly owned subsidiary Receivable Acquisition and Management Corp. of
New York, which was subsequently dissolved after the Company's name was changed
from Feminique Corporation to Receivable Acquisition & Management Corporation
following the adoption of a resolution to change the name by the shareholders of
the Company. As such, we became engaged in the business of locating and
acquiring suitable portfolios of distressed debt (consumer retail installment
contracts and like instruments), and we are specializing in the attempted
collection, restructuring, resale and/or securitization of such receivable
portfolios acquired at deep discounts.

GENERAL  OUTSOURCING SERVICES

         In this connection, Gobind Sahney, the owner of General Outsourcing
Services, Inc., a private receivable servicing and management company, joined
our company in October, 2003 as Chairman of the Board of Directors. General
Outsourcing Services, Inc. specializes in the business of purchasing,
collecting, restructuring, reselling, securitizing and servicing receivable
portfolios acquired at deep discounts. Upon increasing our authorized common
stock, we agreed to acquire 100% interest in General Outsourcing Services, Inc.
in exchange for 4,230,000 shares of our common stock. Over the last 3 years,
General Outsourcing Services, Inc. has established relationships enabling it to
identify and locate portfolios of distressed debt from a number of sources
including, but not limited to, national banks, credit grantors, and loan
brokers. Through the acquisition of General Outsourcing Services, we acquired
the servicing capability of a licensed collections agency equipped with
state-of-the-art telecommunication system, payment system and proprietary debt
management and collection software.

BUSINESS DESCRIPTION

      Our approach to buying distressed debt is based on risk-adjusted value. We
attempt to identify value objects within portfolios available for purchase. We
will attempt to differentiate ourselves from the rest of the industry based on
the following:

      o     Invaluable knowledge of quantitative and qualitative variables;

      o     Complete knowledge of the history of debt under consideration for
            purchase;

      o     Better understanding of portfolio's characteristics than the
            originator/seller of the debt;

      o     Greater emphasis on how the debt is originated - telemarketing,
            direct mail solicitation, face to face in the office, home or casual
            event. Individuals who make the effort to complete forms in person
            or at home are more likely to be debt conscientious than individuals
            who respond to a telemarketers questions; and

      o     Review in more detail as to why the individual took on the debt -
            was it to buy something of need or a spontaneous purchase.

COMPETITION

         The consumer credit recovery industry is highly competitive. We will
compete with a wide range of third-party collection companies and other
financial services companies, which may have substantially greater personnel and
financial resources than we do. In addition, some of the competitors sign
forward flow contracts under which originating institutions have agreed to
transfer charged-off receivables to them in the future, which could restrict
those originating institutions from selling receivables to us. Competitive
pressures affect the availability and pricing of receivable portfolios, as well


                                       5
<PAGE>

as the availability and cost of qualified recovery personnel. In addition to
competition within the industry focused on the purchase and servicing of
charged-off debt, traditional recovery agencies and in-house recovery
departments remain the primary recovery solutions employed by issuers. We
believe that some of our major competitors, who include companies that focus
primarily on the purchase of charged-off receivable portfolios, have continued
to diversify into third party agency collections and into offering credit card
and other financial services as part of their recovery strategy. When purchasing
receivables, we competes primarily on the basis of the price paid for receivable
portfolios. There continues to be consolidation of credit grantors for various
industries. This consolidation has limited the sellers in the market and has
correspondingly given the remaining sellers increasing market strength in the
price and terms of the sale of credit accounts. This reflects increased
competition and we may be unwilling to accept less favorable contract terms for
certain offered pools of receivables.

EMPLOYEES

            Other than Max Khan, the President and CEO, Gobind Saheny, the
Chairman and Steven Lowe, Secretary, we have three additional employees and we
anticipate hiring additional employees in the near future.

RISK FACTORS

RISKS RELATING TO OUR COMPANY

OUR LIQUIDITY IS LIMITED AND WE MAY NOT BE ABLE TO OBTAIN SUFFICIENT FUNDS TO
OPERATE OUR BUSINESS

         Our cash is currently very limited and may not be sufficient to fund
future operations. These factors may make the timing, amount, terms and
conditions of additional financing unattractive. If we are unable to raise
additional capital, any future operations could be impeded.
If we obtain additional funding, the issuance of additional capital stock may be
dilutive to our stockholders.

OUR AUDITORS INCLUDED AN EXPLANATORY PARAGRAPH IN THEIR REPORT STATING THAT
THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN, AND
IF WE CANNOT OPERATE AS A GOING CONCERN, OUR STOCK PRICE WILL DECLINE AND YOU
MAY LOSE YOUR ENTIRE INVESTMENT.

         Our auditors included an explanatory paragraph in their report on our
financial statements for the year ended September 30, 2003 which states that,
due to recurring losses from operations since our inception, there is
substantial doubt about our ability to continue as a going concern. These
adjustments could include additional liabilities and the impairment of certain
assets. If we had adjusted our financial statements for these uncertainties, our
operating results and financial condition would have been materially and
adversely affected.

WE MAY NOT BE ABLE TO COLLECT THE DEBT WE ACQUIRE WHICH WOULD NEGATIVELY IMPACT
OUR RESULTS OF OPERATIONS

         We may not be able to collect the debt acquired and service receivables
that the customers have failed to pay and the sellers have written off. The
originating institutions generally make numerous attempts to recover on their
non-performing receivables, often using a combination of their in-house
collection and legal departments as well as collection agencies. These
receivables are difficult to collect and we may not cover the costs associated
with purchasing of receivables and operations. In addition, the ability to
recover on receivables and produce sufficient returns can be negatively impacted
by the quality of the purchased receivables. We may purchase from sellers
certain receivables that fail to comply with certain terms of the purchase
agreements, and in the normal course of our business, we will return these
receivables to the sellers. Ineligible accounts that we unable to return to the
sellers will yield a lower return than conforming accounts, or none at all. If
actual collection experience with respect to a receivable portfolio is
significantly lower than we projected when we purchased the portfolio,
consolidated financial condition and results of operations could deteriorate.



                                       6
<PAGE>

WE MAY NOT BE ABLE TO PURCHASE RECEIVABLE PORTFOLIOS AT FAVORABLE PRICES WHICH
WOULD NEGATIVELY IMPACT OUR RESULTS OF OPERATIONS

         We may not be able to purchase receivables at sufficiently favorable
prices or on sufficiently favorable terms for us to be successful. The
availability of receivable portfolios at favorable prices and on favorable terms
depends on a number of factors outside of our control, including the
continuation of the current growth trends in consumer debt and sales of
receivable portfolios by originating institutions, as well as competitive
factors affecting potential purchasers and sellers of receivables. In this
regard, we compete with other purchasers of defaulted consumer receivables and
with third-party collection agencies, and will be affected by financial service
companies that manage their own defaulted consumer receivables. Some of the
competitors have greater capital resources than we do. 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 access to receivables. In addition,
aggressive pricing by competitors could raise the price of receivable portfolios
above levels that we are willing to pay.

         WE ARE SUBJECT TO EXTENSIVE GOVERNMENT REGULATION WHICH MAY LIMIT OUR
ACTIVITIES AND NEGATIVELY IMPACT OUR RESULT OF OPERATIONS AS A RESULT OF
COMPLYING WITH THESE REGULATIONS

         We are considered a debt owner and not a collection agency. We are
required to comply with applicable laws in a number of U.S. states. A collection
agency must maintain licenses to perform debt recovery services and must satisfy
related bonding requirements. We will only use collection agencies that are
licensed and meet all regulatory requirements. The Fair Debt Collection
Practices Act (the "FDCPA") and comparable state statutes establish specific
guidelines and procedures, which debt collectors must follow when communicating
with customers, including the time, place and manner of the communications. Our
policy is to comply with the provisions of the FDCPA and comparable state
statutes in all of our recovery activities, even though we may not be
specifically subject to these laws. Our failure to comply with these laws could
have a material adverse effect on us if they apply to some or all of our
recovery activities. The relationship between a customer and a credit grantor is
extensively regulated by U.S. federal and state consumer protection and related
laws and regulations. While we are not a credit grantor, these laws affect some
of our operations because our receivables were originated through credit issuing
transactions. In addition to the FDCPA, significant U.S. federal laws applicable
to our business include the following:

      o     Truth-In-Lending Act;

      o     Fair Credit Billing Act;

      o     Equal Credit Opportunity Act;

      o     Fair Credit Reporting Act;

      o     Electronic Funds Transfer Act;

      o     Gramm - Leach - Bliley Act; and

      o     Regulations that relate to these acts.

         Additionally, there are comparable statutes in those states in which
customers reside or in which the originating institutions are located. Some laws
prohibit discriminatory practices in connection with the extension of credit. If
the originating institution fails to comply with applicable statutes, rules, and
regulations, it could create claims and rights for the customers that would
reduce or eliminate their obligations under their receivables, and have a
possible material adverse effect on us. When we acquire receivables, we will
generally require the originating institution to contractually indemnify us
against losses caused by our failure to comply with applicable statutes, rules,
and regulations relating to the receivables before they are sold to us.




                                       7
<PAGE>

THE DISTRESSED DEBT BUSINESS CAN BE QUITE LITIGIOUS, WITH DEBTORS SEEKING TO
TAKE ADVANTAGE OF THE VARIOUS DEBTOR PROTECTION FEDERAL AND STATE LAWS, WHICH
SUBJECTS US TO ONGOING LAWSUITS AND MAY HINDER OR PREVENT OUR COLLECTION EFFORTS
AND DECREASE OUR REVENUE.


         There are a wide range of laws designed to protect debtors from
unscrupulous practices by debt collectors. These laws include the Fair Debt
Collection Practices Act, the Fair Credit Reporting Act, and others. Some of
these laws allow for private legal action against collection companies. Though
we have implemented policies designed to minimize the likelihood of such
lawsuits, with a special emphasis on discouraging class-action lawsuits,
lawsuits may still will be filed, and may be successful. Such litigation, or
threat of litigation, decreases to some extent the likelihood of collecting
certain debt, which potentially decreases returns on the collection of our
receivables.



IN ORDER TO EXECUTE OUR BUSINESS PLAN, WE WILL NEED TO RAISE ADDITIONAL CAPITAL.
IF WE ARE UNABLE TO RAISE ADDITIONAL CAPITAL, WE WILL NOT BE ABLE TO ACHIEVE OUR
BUSINESS PLAN AND YOU COULD LOSE YOUR INVESTMENT.

         We need to raise additional funds through public or private debt or
equity financings to fully execute our business plan. Any additional capital
raised through the sale of equity may dilute your ownership interest. We may not
be able to raise additional funds on favorable terms, or at all. If we are
unable to obtain additional funds, we will be unable to execute our business
plan and you could lose your investment.

OUR COMPANY HAS A HISTORY OF LOSSES AND WE EXPECT TO INCUR MUCH HIGHER LOSSES
FOR THE FORESEEABLE FUTURE.

We have incurred operating losses in every year of our existence. We have not
achieved profitability and expect to continue to incur net losses as we develop
our new business line. The extent of future losses and the time required to
achieve profitability is highly uncertain.

RISKS RELATED TO OUR STOCK

WE HAVE ANTI-TAKEOVER PROVISIONS, WHICH COULD INHIBIT POTENTIAL INVESTORS OR
DELAY OR PREVENT A CHANGE OF CONTROL THAT MAY FAVOR YOU.

Some of the provisions of our certificate of incorporation, our bylaws and
Delaware law could, together or separately, discourage potential acquisition
proposals or delay or prevent a change in control. In particular, our board of
directors is authorized to issue up to 10,000,000 shares of preferred stock
(less any outstanding shares of preferred stock) with rights and privileges that
might be senior to our common stock, without the consent of the holders of the
common stock.

OUR COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND THE
TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR
STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes
the definition of a "penny stock," for the purposes relevant to us, as any
equity security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require:

      o     that a broker or dealer approve a person's account for transactions
            in penny stocks; and

      o     the broker or dealer receive from the investor a written agreement
            to the transaction, setting forth the identity and quantity of the
            Penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the
broker or dealer must:



                                       8
<PAGE>

      o     obtain financial information and investment experience objectives of
            the person; and

      o     make a reasonable determination that the transactions in penny
            stocks are suitable for that person and the person has sufficient
            knowledge and experience in financial matters to be capable of
            evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prescribed by the Commission relating to the penny
stock market, which, in highlight form:

      o     sets forth the basis on which the broker or dealer made the
            suitability determination; and

      o     that the broker or dealer received a signed, written agreement from
            the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities
subject to the "penny stock" rules. This may make it more difficult for
investors to dispose of our common stock and cause a decline in the market value
of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in
both public offerings and in secondary trading and about the commissions payable
to both the broker-dealer and the registered representative, current quotations
for the securities and the rights and remedies available to an investor in cases
of fraud in penny stock transactions. Finally, monthly statements have to be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks.


                                       9
<PAGE>

SELLING STOCKHOLDERS

         The table below sets forth information concerning the resale of the
shares of common stock by the selling stockholders upon exercise of the
warrants, if any. We will not receive any proceeds from the resale of the common
stock by the selling stockholders.

         The following table also sets forth the name of each person who is
offering the resale of shares of common stock by this prospectus, the number of
shares of common stock beneficially owned by each person, the number of shares
of common stock that may be sold in this offering and the number of shares of
common stock each person will own after the offering, assuming they sell all of
the shares offered.

<TABLE>
<CAPTION>
                                     SHARES BENEFICIALLY OWNED                                  SHARES BENEFICIALLY OWNED
                                       PRIOR TO THE OFFERING                                        AFTER THE OFFERING
                                  --------------------------------------------------------------------------------------------------
                                                                          TOTAL
             NAME                     NUMBER            PERCENT       SHARES OFFERED        NUMBER                PERCENT
------------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                  <C>             <C>             <C>                    <C>
Max Khan, CEO, President and             3,050,000            20.5%           150,000         2,900,000              19.5%
Director
Steven Lowe, Director                       50,000                *            50,000                 0                  *
Gobind Sahney, Chairman of               1,020,000            6.87%           150,000           870,000               5.0%
the Board
John Figliolini                       9,076,951(1)            42.3%           100,000         8,976,951              42.3%
All Officers and Directors as
a group                                  4,120,000            27.8%           350,000         3,770,000              25.4%
</TABLE>



* Less than one percent.

(1) John Figliolini is the direct beneficial owner of 337,154 shares of common
stock. Mr. Figliolini also indirectly owns an additional 252,342 shares of
common tock of the Company through 100% ownership of the following privately
owned holding Companies: Berkshire International, European Equity Partners,
Inc., Sierra Growth and Opportunity, Inc., Histon Financial Services, Medical
Technologies, Inc., Suncoast Holdings, Inc (which is also a consulting firm),
and Utopia Capital Management, Inc. Mr. Figliolini also owns a 100% interest in
Matterhorn Holdings, Inc. ("Matterhorn") a private holding company which owns a
total of 1,887,455 shares of common stock of the Company. As an officer and
director of Matterhorn, he also shares voting control over all the shares held
by that corporation. Matterhorn is also the holder of warrants to purchase a
total of 6,500,000 shares exercisable at a price of $.0075. Mr. Figliolini is
also an officer and director of Artemis Equity Hedge Fund, Inc., a Bermuda
registered fund, which owns 195,599 shares of the Company's common stock. To
avoid a possible conflict of interest, Mr. Figliolini has agreed to abstain from
voting the shares owned by Artemis. Such shares will be voted by other
management members of Artemis.

         The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the
information is not necessarily indicative of beneficial ownership for any other
purpose. Under such rule, beneficial ownership includes any shares as to which
the selling stockholder has sole or shared voting power or investment power and
also any shares which the selling stockholder has the right to acquire within 60
days. Shares owned prior to the offering include the shares issuable upon
exercise of the options set forth in the "Total Shares Offered" column. The
above percentages are based on 14,845,725 shares of common stock outstanding
prior to the offering and 17,345,725 shares of common stock outstanding after
the offering.

         Beneficial ownership is determined in accordance with the rules of the
Commission and generally includes voting or investment power with respect to the
shares shown. Except where indicated by footnote and subject to community
property laws where applicable, the persons named in the table have sole voting
and investment power with respect to all shares of voting securities shown as
beneficially owned by them. Percentages are based upon the assumption that each
shareholder has exercised all of the currently exercisable options he or she
owns which are currently exercisable or exercisable within 60 days and that no
other shareholder has exercised any options he or she owns. The address of each
of the above selling shareholders is c/o Receivable Acquisition & Management
Corporation, 140 Broadway, 46th Floor, New York, New York 10005.



                                       10
<PAGE>

                              PLAN OF DISTRIBUTION

         Sales of the shares may be effected by or for the account of the
selling stockholders from time to time in transactions (which may include block
transactions) on the Pink Sheets, in negotiated transactions, through a
combination of such methods of sale, or otherwise, at fixed prices that may be
changed, at market prices prevailing at the time of sale or at negotiated
prices. The selling stockholders may effect such transactions by selling the
shares directly to purchasers, through broker-dealers acting as agents of the
selling stockholders, or to broker-dealers acting as agents for the selling
stockholders, or to broker-dealers who may purchase shares as principals and
thereafter sell the shares from time to time in transactions (which may include
block transactions) on the Pink Sheets, in negotiated transactions, through a
combination of such methods of sale, or otherwise. In effecting sales,
broker-dealers engaged by a selling stockholder may arrange for other
broker-dealers to participate. Such broker-dealers, if any, may receive
compensation in the form of discounts, concessions or commissions from the
selling stockholders and/or the purchasers of the shares for whom such
broker-dealers may act as agents or to whom they may sell as principals, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions).

         The selling stockholders and any broker-dealers or agents that
participate with the selling stockholders in the distribution of the shares may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933.
Any commissions paid or any discounts or concessions allowed to any such
persons, and any profits received on the resale of the shares purchased by them
may be deemed to be underwriting commissions or discounts under the Securities
Act of 1933.

         We have agreed to bear all expenses of registration of the shares other
than legal fees and expenses, if any, of counsel or other advisors of the
selling stockholders. The selling stockholders will bear any commissions,
discounts, concessions or other fees, if any, payable to broker-dealers in
connection with any sale of their shares.

         We have agreed to indemnify the selling stockholders, or their
transferees or assignees, against certain liabilities, including liabilities
under the Securities Act of 1933 or to contribute to payments the selling
stockholders or their respective pledgees, donees, transferees or other
successors in interest, may be required to make in respect thereof.


                                       11
<PAGE>

                      INFORMATION INCORPORATED BY REFERENCE

         The Securities and Exchange Commission allows us to incorporate by
reference certain of our publicly-filed documents into this prospectus, which
means that such information is considered part of this prospectus. Information
that we file with the SEC subsequent to the date of this prospectus will
automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings made with the SEC under all
documents subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until the selling stockholders have sold
all of the shares offered hereby or such shares have been deregistered.

The following documents filed with the SEC are incorporated herein by reference:

      o     Reference is made to the Registrant's annual report on Form 10-KSB,
            as filed with the SEC on January 5, 2004, which is hereby
            incorporated by reference.

      o     Reference is made to the Registrant's Schedule 14C Information
            Statement, as filed with the SEC on January 21, 2004, which is
            hereby incorporated by reference.

      o     Reference is made to the Registrant's quarterly report on Form
            10-QSB, as filed with the SEC on February 17, 2004, which is hereby
            incorporated by reference.

      o     Reference is made to the Registrant's Schedule 14A Proxy Statement,
            as filed with the SEC on March 19, 2004, which is hereby
            incorporated by reference.

      o     Reference is made to the Registrant's quarterly report on Form
            10-QSB, as filed with the SEC on May 17, 2004, which is hereby
            incorporated by reference.


         We will provide without charge to each person to whom a copy of this
prospectus has been delivered, on written or oral request a copy of any or all
of the documents incorporated by reference in this prospectus, other than
exhibits to such documents. Written or oral requests for such copies should be
directed to Max Khan, CEO, Receivable Acquisition & Management Corporation, 140
Broadway, 46th Floor, New York, New York 10005.

            DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
                           SECURITIES ACT LIABILITIES

         Our Certificate of Incorporation, as amended, provide to the fullest
extent permitted by Washington law, a director or officer of our company shall
not be personally liable to us or our shareholders for damages for breach of
such director's or officer's fiduciary duty. The effect of this provision of our
Certificate of Incorporation, as amended, is to eliminate the right of our
company and our shareholders (through shareholders' derivative suits on behalf
of our company) to recover damages against a director or officer for breach of
the fiduciary duty of care as a director or officer (including breaches
resulting from negligent or grossly negligent behavior), except under certain
situations defined by statute. We believe that the indemnification provisions in
our Certificate of Incorporation, as amended, are necessary to attract and
retain qualified persons as directors and officers.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to its directors, officers and controlling persons pursuant
to the foregoing provisions or otherwise, we have been advised that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable.




                                       12
<PAGE>

                     ADDITIONAL INFORMATION AVAILABLE TO YOU

         This prospectus is part of a Registration Statement on Form S-8 that we
filed with the SEC. Certain information in the Registration Statement has been
omitted from this prospectus in accordance with the rules of the SEC. We file
annual, quarterly and special reports, proxy statements and other information
with the SEC. You can inspect and copy the Registration Statement as well as
reports, proxy statements and other information we have filed with the SEC at
the public reference room maintained by the SEC at 450 Fifth Street, NW,
Washington, D.C. 20549, and at the following Regional Offices of the SEC:
Northwest Atrium Center, 500 West Madison Street, Chicago, Illinois 60661. You
can obtain copies from the public reference room of the SEC at 450 Fifth Street,
NW, Washington, D.C. 20549, upon payment of certain fees. You can call the SEC
at 1-800-732-0330 for further information about the public reference room. We
are also required to file electronic versions of these documents with the SEC,
which may be accessed through the SEC's World Wide Web site at
http://www.sec.gov. Our common stock is quoted on The Pink Sheets. Reports,
proxy and information statements and other information concerning us may be
inspected at The Nasdaq Stock Market at 1735 K Street, NW, Washington, D.C.
20006.




                                       13
<PAGE>


         No dealer, salesperson or other person is authorized to give any
information or to make any representations other than those contained in this
prospectus, and, if given or made, such information or representations must not
be relied upon as having been authorized by us. This prospectus does not
constitute an offer to buy any security other than the securities offered by
this prospectus, or an offer to sell or a solicitation of an offer to buy any
securities by any person in any jurisdiction where such offer or solicitation is
not authorized or is unlawful. Neither delivery of this prospectus nor any sale
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of our company since the date hereof.



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





                        2,500,000 SHARES OF COMMON STOCK

                                 ---------------
                                   PROSPECTUS
                                 ---------------

                               September 13, 2004



                                       14
<PAGE>

PART I

ITEM 1.  PLAN INFORMATION.

         The documents containing the information specified in Item 1 will be
sent or given to participants in the Registrant's 2004 Statutory and
Non-Statutory Stock Option Plan as specified by Rule 428(b)(1) of the Securities
Act of 1933, as amended (the "Securities Act"). Such documents are not required
to be and are not filed with the Securities and Exchange Commission (the "SEC")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

ITEM 2. REGISTRANT INFORMATION, THE 2004 STATUTORY AND NON-STATUTORY STOCK
        OPTION PLAN.

         Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees, non-employee directors and
consultants, pursuant to Rule 428(b) or additional information about the 2004
Statutory and Non-Statutory Stock Option Plan are available without charge by
contacting:

Max Khan, CEO
Receivable Acquisition & Management Corporation
140 Broadway, 46th Floor
New York, New York 10005

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant hereby incorporates by reference into this Registration
Statement the documents listed below. In addition, all documents subsequently
filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents:

      o     Reference is made to the Registrant's annual report on Form 10-KSB,
            as filed with the SEC on January 5, 2004, which is hereby
            incorporated by reference.

      o     Reference is made to the Registrant's Schedule 14C Information
            Statement, as filed with the SEC on January 21, 2004, which is
            hereby incorporated by reference.

      o     Reference is made to the Registrant's quarterly report on Form
            10-QSB, as filed with the SEC on February 17, 2004, which is hereby
            incorporated by reference.

      o     Reference is made to the Registrant's Schedule 14A Proxy Statement,
            as filed with the SEC on March 19, 2004, which is hereby
            incorporated by reference.

      o     Reference is made to the Registrant's quarterly report on Form
            10-QSB, as filed with the SEC on May 17, 2004, which is hereby
            incorporated by reference.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.



                                       15
<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. The Company's
Certificate of Incorporation provides that no director of the Company shall be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director except as limited by Washington law. The
Company's Bylaws provide that the Company shall indemnify to the full extent
authorized by law each of its directors and officers against expenses incurred
in connection with any proceeding arising by reason of the fact that such person
is or was an agent of the corporation.

         Insofar as indemnification for liabilities may be invoked to disclaim
liability for damages arising under the Securities Act of 1933, as amended, or
the Securities Act of 1934, (collectively, the "Acts") as amended, it is the
position of the Securities and Exchange Commission that such indemnification is
against public policy as expressed in the Acts and are therefore, unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         None.


ITEM 8.  EXHIBITS.

         EXHIBIT
         NUMBER   EXHIBIT
         ------   -------

            4.1   2004 Statutory and Non-Statutory Stock Option Plan
                  (Incorporated by reference to the Schedule 14A Proxy Statement
                  filed with the SEC on March 19, 2004)

            5.1   Opinion of Sichenzia Ross Friedman Ference LLP

            23.1  Consent of BAGELL, JOSEPHS & COMPANY, L.L.C.

            23.2  Consent of Sichenzia Ross Friedman Ference LLP is contained in
                  Exhibit 5.1.

ITEM 9.  UNDERTAKINGS.

         (a) The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           To include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.



                                       16
<PAGE>

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission SEC such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.




                                       17
<PAGE>

                                   SIGNATURES

         In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of an amendment to a filing on Form S-8 and authorized this
amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on September 9, 2004.


                                RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION

                                /s/ Max Khan
                                ---------------------------------------------
                                Max Khan
                                President, CEO, Principal Accounting/Financial
                                Officer and Director



         In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities stated, on September 9, 2004.

                                /s/ Gobind Sahney
                                ---------------------------------------------
                                Gobind Sahney
                                Chairman of the Board


                                ---------------------------------------------
                                Steven Lowe
                                Secretary and Director





                                       18
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "secsgml_size_bytes": 48644}]
{"company-data": {"conformed-name": "RECEIVABLE ACQUISITION & MANAGEMENT CORP", "cik": "0000733337", "assigned-sic": "6153", "irs-number": "133186327", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-118945", "film-number": "041027964"}, "business-address": {"street1": "140 BROADWAY", "street2": "46TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10005", "phone": "2128587590"}, "mail-address": {"street1": "140 BROADWAY", "street2": "46TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10005"}, "former-company": [{"former-conformed-name": "FEMINIQUE CORP", "date-changed": "19990730"}, {"former-conformed-name": "BIOPHARMACEUTICS INC//", "date-changed": "19990730"}, {"former-conformed-name": "INTEGRATED GENERICS INC /NV/", "date-changed": "19880824"}]}
As filed with the Securities and Exchange Commission on September 13, 2004
                                                          Reg. No. 333-_________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                 RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION
             (Exact name of registrant as specified in its charter)

                DELAWARE                        13-3186327
    (State or other jurisdiction of          (I.R.S. Employer
     incorporation or organization)         identification No.)

               140 BROADWAY, 46TH FLOOR, NEW YORK, NEW YORK 10005
               (Address of principal executive offices) (Zip Code)

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

               2004 STATUTORY AND NON- STATUTORY STOCK OPTION PLAN
                              (Full title of plan)

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

                                  MAX KHAN, CEO
                            140 BROADWAY, 46TH FLOOR
                            NEW YORK, NEW YORK 10005
                     (Name and address of agent for service)

                                  212-858-7590
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
                                              Proposed maximum     Proposed maximum
Title of securities     Amount to be          offering price       Aggregate offering    Amount of
to be registered        Registered            per share*           Price                 Registration fee
----------------------- --------------------- -------------------- --------------------- --------------------
Common Stock            2,500,000                      $.20               $500,000            $63.35
($.0001 par value)
----------------------- --------------------- -------------------- --------------------- --------------------
* Estimated solely for the purpose of determining the amount of registration fee
and pursuant to Rules 457(c) and 457 (h) of the General Rules and Regulations
under the Securities Act of 1993, based upon the average of the high and low
selling prices per share of Common Stock of Receivable Acquisition & Management
Corporation on September 10, 2004.
Prospectus

                 Receivable Acquisition & Management Corporation

                        2,500,000 SHARES OF COMMON STOCK

                            ISSUABLE PURSUANT TO THE

               2004 STATUTORY AND NON- STATUTORY STOCK OPTION PLAN

         This prospectus relates to the sale of up to 2,500,000 shares of common
stock of Receivable Acquisition & Management Corporation offered by certain
holders of our securities acquired upon the exercise of warrants issued to such
persons pursuant to various employment agreements. Of such shares, we are
registering 500,000 shares of common stock to be issued in connection with our
2004 Statutory and Non-Statutory Stock Option Plan. The shares may be offered by
the selling stockholders from time to time in regular brokerage transactions, in
transactions directly with market makers or in certain privately negotiated
transactions. For additional information on the methods of sale, you should
refer to the section entitled "Plan of Distribution." We will not receive any of
the proceeds from the sale of the shares by the selling stockholders. Each of
the selling stockholders may be deemed to be an "underwriter," as such term is
defined in the Securities Act of 1933.

         Our common stock trades on the Pink Sheets under the symbol "RCVA." On
September 10, 2004, the closing sale price of the common stock was $.20 per
share. The securities offered hereby are speculative and involve a high degree
of risk and substantial dilution. Only investors who can bear the risk of loss
of their entire investment should invest. See "Risk Factors" beginning on page
5.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

               The date of this prospectus is September 10, 2004.

                                       2
TABLE OF CONTENTS
                                                                           PAGE

Prospectus Summary                                                         4
Risk Factors                                                               5
Selling Stockholders                                                       10
Plan of Distribution                                                       12
Interests of Named Experts and Counsel                                     13
Incorporation of Certain Documents by Reference                            13
Disclosure of Commission Position on Indemnification For Securities Act
  Liabilities                                                              13
Available Information

                                       3
PROSPECTUS SUMMARY
GENERAL OVERVIEW

Summary

            We had ceased operations on August 2000 and 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. During the fourth quarter of 2004,
we brought in a new management team in order to implement a new business
strategy. We are now engaged in the purchase and recovery of defaulted consumer
receivables.

         Our principal offices are located at 140 Broadway, 46th Floor, New
York, New York 10005, and our telephone number is 212-858-7590. We are formed
under the laws of the state of Delaware.

THE OFFERING
Shares of common stock outstanding prior to this offering.......................      14,845,725

Shares offered in this prospectus...............................................       2,500,000

Total shares outstanding after this offering ...................................      17,345,725

Use of proceeds.................................................................      We will not receive any proceeds from the
                                                                                      sale of the shares of common stock offered in
                                                                                      this prospectus.
4
BUSINESS

HISTORY

         On July 28, 2003, the U.S. Bankruptcy Court for the Eastern District of
New York confirmed our Plan of Reorganization. As reorganized, we were
essentially without a specific business. Through the efforts of Matterhorn
Holdings, Inc., we located a business opportunity and new management (Max Khan)
for our company. Max Khan, our President and CEO, took steps to establish our
operations in the receivable acquisition and management business through a newly
formed wholly owned subsidiary Receivable Acquisition and Management Corp. of
New York, which was subsequently dissolved after the Company's name was changed
from Feminique Corporation to Receivable Acquisition & Management Corporation
following the adoption of a resolution to change the name by the shareholders of
the Company. As such, we became engaged in the business of locating and
acquiring suitable portfolios of distressed debt (consumer retail installment
contracts and like instruments), and we are specializing in the attempted
collection, restructuring, resale and/or securitization of such receivable
portfolios acquired at deep discounts.

GENERAL  OUTSOURCING SERVICES

         In this connection, Gobind Sahney, the owner of General Outsourcing
Services, Inc., a private receivable servicing and management company, joined
our company in October, 2003 as Chairman of the Board of Directors. General
Outsourcing Services, Inc. specializes in the business of purchasing,
collecting, restructuring, reselling, securitizing and servicing receivable
portfolios acquired at deep discounts. Upon increasing our authorized common
stock, we agreed to acquire 100% interest in General Outsourcing Services, Inc.
in exchange for 4,230,000 shares of our common stock. Over the last 3 years,
General Outsourcing Services, Inc. has established relationships enabling it to
identify and locate portfolios of distressed debt from a number of sources
including, but not limited to, national banks, credit grantors, and loan
brokers. Through the acquisition of General Outsourcing Services, we acquired
the servicing capability of a licensed collections agency equipped with
state-of-the-art telecommunication system, payment system and proprietary debt
management and collection software.

BUSINESS DESCRIPTION

      Our approach to buying distressed debt is based on risk-adjusted value. We
attempt to identify value objects within portfolios available for purchase. We
will attempt to differentiate ourselves from the rest of the industry based on
the following:

      o     Invaluable knowledge of quantitative and qualitative variables;

      o     Complete knowledge of the history of debt under consideration for
            purchase;

      o     Better understanding of portfolio's characteristics than the
            originator/seller of the debt;

      o     Greater emphasis on how the debt is originated - telemarketing,
            direct mail solicitation, face to face in the office, home or casual
            event. Individuals who make the effort to complete forms in person
            or at home are more likely to be debt conscientious than individuals
            who respond to a telemarketers questions; and

      o     Review in more detail as to why the individual took on the debt -
            was it to buy something of need or a spontaneous purchase.

COMPETITION

         The consumer credit recovery industry is highly competitive. We will
compete with a wide range of third-party collection companies and other
financial services companies, which may have substantially greater personnel and
financial resources than we do. In addition, some of the competitors sign
forward flow contracts under which originating institutions have agreed to
transfer charged-off receivables to them in the future, which could restrict
those originating institutions from selling receivables to us. Competitive
pressures affect the availability and pricing of receivable portfolios, as well

                                       5
as the availability and cost of qualified recovery personnel. In addition to
competition within the industry focused on the purchase and servicing of
charged-off debt, traditional recovery agencies and in-house recovery
departments remain the primary recovery solutions employed by issuers. We
believe that some of our major competitors, who include companies that focus
primarily on the purchase of charged-off receivable portfolios, have continued
to diversify into third party agency collections and into offering credit card
and other financial services as part of their recovery strategy. When purchasing
receivables, we competes primarily on the basis of the price paid for receivable
portfolios. There continues to be consolidation of credit grantors for various
industries. This consolidation has limited the sellers in the market and has
correspondingly given the remaining sellers increasing market strength in the
price and terms of the sale of credit accounts. This reflects increased
competition and we may be unwilling to accept less favorable contract terms for
certain offered pools of receivables.

EMPLOYEES

            Other than Max Khan, the President and CEO, Gobind Saheny, the
Chairman and Steven Lowe, Secretary, we have three additional employees and we
anticipate hiring additional employees in the near future.

RISK FACTORS

RISKS RELATING TO OUR COMPANY

OUR LIQUIDITY IS LIMITED AND WE MAY NOT BE ABLE TO OBTAIN SUFFICIENT FUNDS TO
OPERATE OUR BUSINESS

         Our cash is currently very limited and may not be sufficient to fund
future operations. These factors may make the timing, amount, terms and
conditions of additional financing unattractive. If we are unable to raise
additional capital, any future operations could be impeded.
If we obtain additional funding, the issuance of additional capital stock may be
dilutive to our stockholders.

OUR AUDITORS INCLUDED AN EXPLANATORY PARAGRAPH IN THEIR REPORT STATING THAT
THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN, AND
IF WE CANNOT OPERATE AS A GOING CONCERN, OUR STOCK PRICE WILL DECLINE AND YOU
MAY LOSE YOUR ENTIRE INVESTMENT.

         Our auditors included an explanatory paragraph in their report on our
financial statements for the year ended September 30, 2003 which states that,
due to recurring losses from operations since our inception, there is
substantial doubt about our ability to continue as a going concern. These
adjustments could include additional liabilities and the impairment of certain
assets. If we had adjusted our financial statements for these uncertainties, our
operating results and financial condition would have been materially and
adversely affected.

WE MAY NOT BE ABLE TO COLLECT THE DEBT WE ACQUIRE WHICH WOULD NEGATIVELY IMPACT
OUR RESULTS OF OPERATIONS

         We may not be able to collect the debt acquired and service receivables
that the customers have failed to pay and the sellers have written off. The
originating institutions generally make numerous attempts to recover on their
non-performing receivables, often using a combination of their in-house
collection and legal departments as well as collection agencies. These
receivables are difficult to collect and we may not cover the costs associated
with purchasing of receivables and operations. In addition, the ability to
recover on receivables and produce sufficient returns can be negatively impacted
by the quality of the purchased receivables. We may purchase from sellers
certain receivables that fail to comply with certain terms of the purchase
agreements, and in the normal course of our business, we will return these
receivables to the sellers. Ineligible accounts that we unable to return to the
sellers will yield a lower return than conforming accounts, or none at all. If
actual collection experience with respect to a receivable portfolio is
significantly lower than we projected when we purchased the portfolio,
consolidated financial condition and results of operations could deteriorate.

                                       6
WE MAY NOT BE ABLE TO PURCHASE RECEIVABLE PORTFOLIOS AT FAVORABLE PRICES WHICH
WOULD NEGATIVELY IMPACT OUR RESULTS OF OPERATIONS

         We may not be able to purchase receivables at sufficiently favorable
prices or on sufficiently favorable terms for us to be successful. The
availability of receivable portfolios at favorable prices and on favorable terms
depends on a number of factors outside of our control, including the
continuation of the current growth trends in consumer debt and sales of
receivable portfolios by originating institutions, as well as competitive
factors affecting potential purchasers and sellers of receivables. In this
regard, we compete with other purchasers of defaulted consumer receivables and
with third-party collection agencies, and will be affected by financial service
companies that manage their own defaulted consumer receivables. Some of the
competitors have greater capital resources than we do. 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 access to receivables. In addition,
aggressive pricing by competitors could raise the price of receivable portfolios
above levels that we are willing to pay.

         WE ARE SUBJECT TO EXTENSIVE GOVERNMENT REGULATION WHICH MAY LIMIT OUR
ACTIVITIES AND NEGATIVELY IMPACT OUR RESULT OF OPERATIONS AS A RESULT OF
COMPLYING WITH THESE REGULATIONS

         We are considered a debt owner and not a collection agency. We are
required to comply with applicable laws in a number of U.S. states. A collection
agency must maintain licenses to perform debt recovery services and must satisfy
related bonding requirements. We will only use collection agencies that are
licensed and meet all regulatory requirements. The Fair Debt Collection
Practices Act (the "FDCPA") and comparable state statutes establish specific
guidelines and procedures, which debt collectors must follow when communicating
with customers, including the time, place and manner of the communications. Our
policy is to comply with the provisions of the FDCPA and comparable state
statutes in all of our recovery activities, even though we may not be
specifically subject to these laws. Our failure to comply with these laws could
have a material adverse effect on us if they apply to some or all of our
recovery activities. The relationship between a customer and a credit grantor is
extensively regulated by U.S. federal and state consumer protection and related
laws and regulations. While we are not a credit grantor, these laws affect some
of our operations because our receivables were originated through credit issuing
transactions. In addition to the FDCPA, significant U.S. federal laws applicable
to our business include the following:

      o     Truth-In-Lending Act;

      o     Fair Credit Billing Act;

      o     Equal Credit Opportunity Act;

      o     Fair Credit Reporting Act;

      o     Electronic Funds Transfer Act;

      o     Gramm - Leach - Bliley Act; and

      o     Regulations that relate to these acts.

         Additionally, there are comparable statutes in those states in which
customers reside or in which the originating institutions are located. Some laws
prohibit discriminatory practices in connection with the extension of credit. If
the originating institution fails to comply with applicable statutes, rules, and
regulations, it could create claims and rights for the customers that would
reduce or eliminate their obligations under their receivables, and have a
possible material adverse effect on us. When we acquire receivables, we will
generally require the originating institution to contractually indemnify us
against losses caused by our failure to comply with applicable statutes, rules,
and regulations relating to the receivables before they are sold to us.

                                       7
THE DISTRESSED DEBT BUSINESS CAN BE QUITE LITIGIOUS, WITH DEBTORS SEEKING TO
TAKE ADVANTAGE OF THE VARIOUS DEBTOR PROTECTION FEDERAL AND STATE LAWS, WHICH
SUBJECTS US TO ONGOING LAWSUITS AND MAY HINDER OR PREVENT OUR COLLECTION EFFORTS
AND DECREASE OUR REVENUE.

         There are a wide range of laws designed to protect debtors from
unscrupulous practices by debt collectors. These laws include the Fair Debt
Collection Practices Act, the Fair Credit Reporting Act, and others. Some of
these laws allow for private legal action against collection companies. Though
we have implemented policies designed to minimize the likelihood of such
lawsuits, with a special emphasis on discouraging class-action lawsuits,
lawsuits may still will be filed, and may be successful. Such litigation, or
threat of litigation, decreases to some extent the likelihood of collecting
certain debt, which potentially decreases returns on the collection of our
receivables.

IN ORDER TO EXECUTE OUR BUSINESS PLAN, WE WILL NEED TO RAISE ADDITIONAL CAPITAL.
IF WE ARE UNABLE TO RAISE ADDITIONAL CAPITAL, WE WILL NOT BE ABLE TO ACHIEVE OUR
BUSINESS PLAN AND YOU COULD LOSE YOUR INVESTMENT.

         We need to raise additional funds through public or private debt or
equity financings to fully execute our business plan. Any additional capital
raised through the sale of equity may dilute your ownership interest. We may not
be able to raise additional funds on favorable terms, or at all. If we are
unable to obtain additional funds, we will be unable to execute our business
plan and you could lose your investment.

OUR COMPANY HAS A HISTORY OF LOSSES AND WE EXPECT TO INCUR MUCH HIGHER LOSSES
FOR THE FORESEEABLE FUTURE.

We have incurred operating losses in every year of our existence. We have not
achieved profitability and expect to continue to incur net losses as we develop
our new business line. The extent of future losses and the time required to
achieve profitability is highly uncertain.

RISKS RELATED TO OUR STOCK

WE HAVE ANTI-TAKEOVER PROVISIONS, WHICH COULD INHIBIT POTENTIAL INVESTORS OR
DELAY OR PREVENT A CHANGE OF CONTROL THAT MAY FAVOR YOU.

Some of the provisions of our certificate of incorporation, our bylaws and
Delaware law could, together or separately, discourage potential acquisition
proposals or delay or prevent a change in control. In particular, our board of
directors is authorized to issue up to 10,000,000 shares of preferred stock
(less any outstanding shares of preferred stock) with rights and privileges that
might be senior to our common stock, without the consent of the holders of the
common stock.

OUR COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND THE
TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR
STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes
the definition of a "penny stock," for the purposes relevant to us, as any
equity security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require:

      o     that a broker or dealer approve a person's account for transactions
            in penny stocks; and

      o     the broker or dealer receive from the investor a written agreement
            to the transaction, setting forth the identity and quantity of the
            Penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the
broker or dealer must:

                                       8
o     obtain financial information and investment experience objectives of
            the person; and

      o     make a reasonable determination that the transactions in penny
            stocks are suitable for that person and the person has sufficient
            knowledge and experience in financial matters to be capable of
            evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prescribed by the Commission relating to the penny
stock market, which, in highlight form:

      o     sets forth the basis on which the broker or dealer made the
            suitability determination; and

      o     that the broker or dealer received a signed, written agreement from
            the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities
subject to the "penny stock" rules. This may make it more difficult for
investors to dispose of our common stock and cause a decline in the market value
of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in
both public offerings and in secondary trading and about the commissions payable
to both the broker-dealer and the registered representative, current quotations
for the securities and the rights and remedies available to an investor in cases
of fraud in penny stock transactions. Finally, monthly statements have to be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks.

                                       9
SELLING STOCKHOLDERS

         The table below sets forth information concerning the resale of the
shares of common stock by the selling stockholders upon exercise of the
warrants, if any. We will not receive any proceeds from the resale of the common
stock by the selling stockholders.

         The following table also sets forth the name of each person who is
offering the resale of shares of common stock by this prospectus, the number of
shares of common stock beneficially owned by each person, the number of shares
of common stock that may be sold in this offering and the number of shares of
common stock each person will own after the offering, assuming they sell all of
the shares offered.
SHARES BENEFICIALLY OWNED                                  SHARES BENEFICIALLY OWNED
                                       PRIOR TO THE OFFERING                                        AFTER THE OFFERING
                                  --------------------------------------------------------------------------------------------------
                                                                          TOTAL
             NAME                     NUMBER            PERCENT       SHARES OFFERED        NUMBER                PERCENT
------------------------------------------------------------------------------------------------------------------------------------
Max Khan, CEO, President and             3,050,000            20.5%           150,000         2,900,000              19.5%
Director
Steven Lowe, Director                       50,000                *            50,000                 0                  *
Gobind Sahney, Chairman of               1,020,000            6.87%           150,000           870,000               5.0%
the Board
John Figliolini                       9,076,951(1)            42.3%           100,000         8,976,951              42.3%
All Officers and Directors as
a group                                  4,120,000            27.8%           350,000         3,770,000              25.4%
* Less than one percent.

(1) John Figliolini is the direct beneficial owner of 337,154 shares of common
stock. Mr. Figliolini also indirectly owns an additional 252,342 shares of
common tock of the Company through 100% ownership of the following privately
owned holding Companies: Berkshire International, European Equity Partners,
Inc., Sierra Growth and Opportunity, Inc., Histon Financial Services, Medical
Technologies, Inc., Suncoast Holdings, Inc (which is also a consulting firm),
and Utopia Capital Management, Inc. Mr. Figliolini also owns a 100% interest in
Matterhorn Holdings, Inc. ("Matterhorn") a private holding company which owns a
total of 1,887,455 shares of common stock of the Company. As an officer and
director of Matterhorn, he also shares voting control over all the shares held
by that corporation. Matterhorn is also the holder of warrants to purchase a
total of 6,500,000 shares exercisable at a price of $.0075. Mr. Figliolini is
also an officer and director of Artemis Equity Hedge Fund, Inc., a Bermuda
registered fund, which owns 195,599 shares of the Company's common stock. To
avoid a possible conflict of interest, Mr. Figliolini has agreed to abstain from
voting the shares owned by Artemis. Such shares will be voted by other
management members of Artemis.

         The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the
information is not necessarily indicative of beneficial ownership for any other
purpose. Under such rule, beneficial ownership includes any shares as to which
the selling stockholder has sole or shared voting power or investment power and
also any shares which the selling stockholder has the right to acquire within 60
days. Shares owned prior to the offering include the shares issuable upon
exercise of the options set forth in the "Total Shares Offered" column. The
above percentages are based on 14,845,725 shares of common stock outstanding
prior to the offering and 17,345,725 shares of common stock outstanding after
the offering.

         Beneficial ownership is determined in accordance with the rules of the
Commission and generally includes voting or investment power with respect to the
shares shown. Except where indicated by footnote and subject to community
property laws where applicable, the persons named in the table have sole voting
and investment power with respect to all shares of voting securities shown as
beneficially owned by them. Percentages are based upon the assumption that each
shareholder has exercised all of the currently exercisable options he or she
owns which are currently exercisable or exercisable within 60 days and that no
other shareholder has exercised any options he or she owns. The address of each
of the above selling shareholders is c/o Receivable Acquisition & Management
Corporation, 140 Broadway, 46th Floor, New York, New York 10005.

                                       10
PLAN OF DISTRIBUTION

         Sales of the shares may be effected by or for the account of the
selling stockholders from time to time in transactions (which may include block
transactions) on the Pink Sheets, in negotiated transactions, through a
combination of such methods of sale, or otherwise, at fixed prices that may be
changed, at market prices prevailing at the time of sale or at negotiated
prices. The selling stockholders may effect such transactions by selling the
shares directly to purchasers, through broker-dealers acting as agents of the
selling stockholders, or to broker-dealers acting as agents for the selling
stockholders, or to broker-dealers who may purchase shares as principals and
thereafter sell the shares from time to time in transactions (which may include
block transactions) on the Pink Sheets, in negotiated transactions, through a
combination of such methods of sale, or otherwise. In effecting sales,
broker-dealers engaged by a selling stockholder may arrange for other
broker-dealers to participate. Such broker-dealers, if any, may receive
compensation in the form of discounts, concessions or commissions from the
selling stockholders and/or the purchasers of the shares for whom such
broker-dealers may act as agents or to whom they may sell as principals, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions).

         The selling stockholders and any broker-dealers or agents that
participate with the selling stockholders in the distribution of the shares may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933.
Any commissions paid or any discounts or concessions allowed to any such
persons, and any profits received on the resale of the shares purchased by them
may be deemed to be underwriting commissions or discounts under the Securities
Act of 1933.

         We have agreed to bear all expenses of registration of the shares other
than legal fees and expenses, if any, of counsel or other advisors of the
selling stockholders. The selling stockholders will bear any commissions,
discounts, concessions or other fees, if any, payable to broker-dealers in
connection with any sale of their shares.

         We have agreed to indemnify the selling stockholders, or their
transferees or assignees, against certain liabilities, including liabilities
under the Securities Act of 1933 or to contribute to payments the selling
stockholders or their respective pledgees, donees, transferees or other
successors in interest, may be required to make in respect thereof.

                                       11
INFORMATION INCORPORATED BY REFERENCE

         The Securities and Exchange Commission allows us to incorporate by
reference certain of our publicly-filed documents into this prospectus, which
means that such information is considered part of this prospectus. Information
that we file with the SEC subsequent to the date of this prospectus will
automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings made with the SEC under all
documents subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until the selling stockholders have sold
all of the shares offered hereby or such shares have been deregistered.

The following documents filed with the SEC are incorporated herein by reference:

      o     Reference is made to the Registrant's annual report on Form 10-KSB,
            as filed with the SEC on January 5, 2004, which is hereby
            incorporated by reference.

      o     Reference is made to the Registrant's Schedule 14C Information
            Statement, as filed with the SEC on January 21, 2004, which is
            hereby incorporated by reference.

      o     Reference is made to the Registrant's quarterly report on Form
            10-QSB, as filed with the SEC on February 17, 2004, which is hereby
            incorporated by reference.

      o     Reference is made to the Registrant's Schedule 14A Proxy Statement,
            as filed with the SEC on March 19, 2004, which is hereby
            incorporated by reference.

      o     Reference is made to the Registrant's quarterly report on Form
            10-QSB, as filed with the SEC on May 17, 2004, which is hereby
            incorporated by reference.

         We will provide without charge to each person to whom a copy of this
prospectus has been delivered, on written or oral request a copy of any or all
of the documents incorporated by reference in this prospectus, other than
exhibits to such documents. Written or oral requests for such copies should be
directed to Max Khan, CEO, Receivable Acquisition & Management Corporation, 140
Broadway, 46th Floor, New York, New York 10005.

            DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
                           SECURITIES ACT LIABILITIES

         Our Certificate of Incorporation, as amended, provide to the fullest
extent permitted by Washington law, a director or officer of our company shall
not be personally liable to us or our shareholders for damages for breach of
such director's or officer's fiduciary duty. The effect of this provision of our
Certificate of Incorporation, as amended, is to eliminate the right of our
company and our shareholders (through shareholders' derivative suits on behalf
of our company) to recover damages against a director or officer for breach of
the fiduciary duty of care as a director or officer (including breaches
resulting from negligent or grossly negligent behavior), except under certain
situations defined by statute. We believe that the indemnification provisions in
our Certificate of Incorporation, as amended, are necessary to attract and
retain qualified persons as directors and officers.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to its directors, officers and controlling persons pursuant
to the foregoing provisions or otherwise, we have been advised that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable.

                                       12
ADDITIONAL INFORMATION AVAILABLE TO YOU

         This prospectus is part of a Registration Statement on Form S-8 that we
filed with the SEC. Certain information in the Registration Statement has been
omitted from this prospectus in accordance with the rules of the SEC. We file
annual, quarterly and special reports, proxy statements and other information
with the SEC. You can inspect and copy the Registration Statement as well as
reports, proxy statements and other information we have filed with the SEC at
the public reference room maintained by the SEC at 450 Fifth Street, NW,
Washington, D.C. 20549, and at the following Regional Offices of the SEC:
Northwest Atrium Center, 500 West Madison Street, Chicago, Illinois 60661. You
can obtain copies from the public reference room of the SEC at 450 Fifth Street,
NW, Washington, D.C. 20549, upon payment of certain fees. You can call the SEC
at 1-800-732-0330 for further information about the public reference room. We
are also required to file electronic versions of these documents with the SEC,
which may be accessed through the SEC's World Wide Web site at
http://www.sec.gov. Our common stock is quoted on The Pink Sheets. Reports,
proxy and information statements and other information concerning us may be
inspected at The Nasdaq Stock Market at 1735 K Street, NW, Washington, D.C.
20006.

                                       13
No dealer, salesperson or other person is authorized to give any
information or to make any representations other than those contained in this
prospectus, and, if given or made, such information or representations must not
be relied upon as having been authorized by us. This prospectus does not
constitute an offer to buy any security other than the securities offered by
this prospectus, or an offer to sell or a solicitation of an offer to buy any
securities by any person in any jurisdiction where such offer or solicitation is
not authorized or is unlawful. Neither delivery of this prospectus nor any sale
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of our company since the date hereof.

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

                        2,500,000 SHARES OF COMMON STOCK

                                 ---------------
                                   PROSPECTUS
                                 ---------------

                               September 13, 2004

                                       14
PART I

ITEM 1.  PLAN INFORMATION.

         The documents containing the information specified in Item 1 will be
sent or given to participants in the Registrant's 2004 Statutory and
Non-Statutory Stock Option Plan as specified by Rule 428(b)(1) of the Securities
Act of 1933, as amended (the "Securities Act"). Such documents are not required
to be and are not filed with the Securities and Exchange Commission (the "SEC")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

ITEM 2. REGISTRANT INFORMATION, THE 2004 STATUTORY AND NON-STATUTORY STOCK
        OPTION PLAN.

         Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees, non-employee directors and
consultants, pursuant to Rule 428(b) or additional information about the 2004
Statutory and Non-Statutory Stock Option Plan are available without charge by
contacting:

Max Khan, CEO
Receivable Acquisition & Management Corporation
140 Broadway, 46th Floor
New York, New York 10005

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant hereby incorporates by reference into this Registration
Statement the documents listed below. In addition, all documents subsequently
filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents:

      o     Reference is made to the Registrant's annual report on Form 10-KSB,
            as filed with the SEC on January 5, 2004, which is hereby
            incorporated by reference.

      o     Reference is made to the Registrant's Schedule 14C Information
            Statement, as filed with the SEC on January 21, 2004, which is
            hereby incorporated by reference.

      o     Reference is made to the Registrant's quarterly report on Form
            10-QSB, as filed with the SEC on February 17, 2004, which is hereby
            incorporated by reference.

      o     Reference is made to the Registrant's Schedule 14A Proxy Statement,
            as filed with the SEC on March 19, 2004, which is hereby
            incorporated by reference.

      o     Reference is made to the Registrant's quarterly report on Form
            10-QSB, as filed with the SEC on May 17, 2004, which is hereby
            incorporated by reference.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

                                       15
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. The Company's
Certificate of Incorporation provides that no director of the Company shall be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director except as limited by Washington law. The
Company's Bylaws provide that the Company shall indemnify to the full extent
authorized by law each of its directors and officers against expenses incurred
in connection with any proceeding arising by reason of the fact that such person
is or was an agent of the corporation.

         Insofar as indemnification for liabilities may be invoked to disclaim
liability for damages arising under the Securities Act of 1933, as amended, or
the Securities Act of 1934, (collectively, the "Acts") as amended, it is the
position of the Securities and Exchange Commission that such indemnification is
against public policy as expressed in the Acts and are therefore, unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         None.

ITEM 8.  EXHIBITS.

         EXHIBIT
         NUMBER   EXHIBIT
         ------   -------

            4.1   2004 Statutory and Non-Statutory Stock Option Plan
                  (Incorporated by reference to the Schedule 14A Proxy Statement
                  filed with the SEC on March 19, 2004)

            5.1   Opinion of Sichenzia Ross Friedman Ference LLP

            23.1  Consent of BAGELL, JOSEPHS & COMPANY, L.L.C.

            23.2  Consent of Sichenzia Ross Friedman Ference LLP is contained in
                  Exhibit 5.1.

ITEM 9.  UNDERTAKINGS.

         (a) The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           To include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                       16
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission SEC such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       17
SIGNATURES

         In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of an amendment to a filing on Form S-8 and authorized this
amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on September 9, 2004.

                                RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION

                                /s/ Max Khan
                                ---------------------------------------------
                                Max Khan
                                President, CEO, Principal Accounting/Financial
                                Officer and Director

         In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities stated, on September 9, 2004.

                                /s/ Gobind Sahney
                                ---------------------------------------------
                                Gobind Sahney
                                Chairman of the Board

                                ---------------------------------------------
                                Steven Lowe
                                Secretary and Director

                                       18