SEC File Number: 0-24768
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One): Form 10-K Form 20-F Form 11-K |X| Form 10-Q
Form N-SAR Form N-CSR
For Period Ended: March 31, 2005
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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 be filed on or before the fifteenth calendar day
[X] 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
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(Name) (Area Code) (Telephone Number)
YES No
(2) Have all other periodic reports required under
Section 13 or 15(d) of the Securities Exchange Act [X]
of 1934 or 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).
YES No
(3) Is it anticipated that any significant change in
results of operations from the corresponding period [X]
for the last fiscal year will be reflected by the
earnings statements to be included in |X| 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.
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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 May 17, 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
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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ATTACHMENT A
PART III -- NARRATIVE
The Registrant is unable to file, without unreasonable effort and expense, its
Form 10-Q Quarterly Report for the period ended March 31, 2005 because its
auditors have not yet completed their review of the quarterly financial
statements due to the number and complexity of certain financing and other
transactions entered into by the Registrant in the first quarter of 2005 and the
completion of the Registrant's own internal review. The Registrant's auditors
are finalizing the review of the financial statements, and the Registrant is
finalizing its own internal review, and it is anticipated that the Form 10-Q
Quarterly Report, together with the financial statements, will be filed on or
before the 5th calendar day following the prescribed due date of the Form 10-Q.