UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): |X| Form 10-K | | Form 20-F | | Form 11-K | | Form 10-Q
| | Form N-SAR | | Form N-CSR
For Period Ended: December 31, 2004
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read attached instruction sheet before preparing
form. Please print or type. NOTHING IN THIS FORM SHALL BE CONSTRUED TO
IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:__________________________________
________________________________________________________________________________
PART I -- REGISTRANT INFORMATION
Full Name of Registrant: RAMP CORPORATION
Former Name if Applicable:
Address of Principal Executive Office (Street and number): 33 Maiden Lane
City, state and zip code: New York, New York 10038
PART II -- RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will
[X] be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report of transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,
N-SAR, N-CSR or the transition report or portion thereof, could not be filed
within the prescribed time period.
SEE ATTACHMENT A.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Ronald Munkittrick 212 440-1575
------------------------ ----------- ------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section YES No
13 or 15(d) of the Securities Exchange Act of 1934 or [X]
Section 30 of the Investment Company Act of 1940
during the preceding 12 months or for such shorter
period that the registrant was required to file such
report(s) been filed? If answer is no, identify
report(s).
(3) Is it anticipated that any significant change in YES No
results of operations from the corresponding period [X]
for the last fiscal year will be reflected by the
earnings statements to be included in the subject
report or portion thereof?
If so, attach an explanation of the anticipated
change, both narratively and quantitatively, and, if
appropriate, state the reasons why a reasonable
estimate of results cannot be made.
Ramp Corporation
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
By: /s/ Ronald Munkittrick
Date April 1, 2005 -------------------------------------------
------------------- Ronald Munkittrick, Chief Financial Officer
and Principal Accounting Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
ATTACHMENT A
PART III -- NARRATIVE
The Registrant is unable to file, without unreasonable effort and expense, its
Form 10-K Annual Report for the period ended December 31, 2004 because its
auditors have not yet completed their review of the audited financial statements
due to the number and complexity of certain financing and other transactions
entered into by the registrant in the fourth quarter of 2004. The Registrant's
auditors are finalizing the audit of the financial statements and it is
anticipated that the Form 10-K Annual Report, together with the audited
financial statements, will be filed on or before the 15th calendar day following
the prescribed due date of the Form 10-K.