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SECURITIES AND EXCHANGE COMMISSION

Self-Regulatory Organizations; Order Granting Application to Strike from Listing and Registration on the American Stock Exchange LLC (Ramp Corporation, Common Stock, $.001 par value)
File No. 1-15805

July 1, 2005

On June 22, 2005, the American Stock Exchange LLC ("Amex" or "Exchange") filed an application with the Securities and Exchange Commission ("Commission"), pursuant to Section 12(d) of the Securities Exchange Act of 1934 ("Act") and Rule 12d2-2(c) thereunder, to strike the common stock, $.001 par value ("Security"), of Ramp Corporation ("Company") from listing and registration on Amex.

Amex listing standards provide, among other things, that Amex may consider removing the security of an issuer from listing and registration when: (i) the financial condition and/or operating results of the issuer appear to be unsatisfactory; (ii) the issuer has failed to comply with its listing agreements with the Exchange; or (iii) any other event shall occur or any condition shall exist which makes further dealings on the Exchange unwarranted.

In applying these standards, Amex considers delisting the securities of a company that has: (i) shareholders' equity of less than $2,000,000 if the company has reported losses from continuing operations and/or net losses in two of its past three most recent fiscal years (Section 1003(a)(i) of the Amex Company Guide ("Company Guide")); (ii) shareholders' equity of less than $4,000,000 if the company has reported losses from continuing operations and/or net losses in three of its past four most recent fiscal years (Section 1003(a)(ii) of the Company Guide); and (iii) shareholders' equity of less than $6,000,000 if the company has reported losses from continuing operations and/or net losses in five of its most recent fiscal years (Section 1003(a)(iii) of the Amex Company Guide).

In addition, the Exchange will normally consider suspending dealings in, or removing from the list, a security of a company that: (i) is financially impaired (Section 1003(a)(iv) of the Company Guide); (ii) has failed to file information, documents, and reports with the Commission on a timely basis (Sections 134 and 1101 of the Company Guide); (iii) fails to comply with its listing agreements with the Exchange unless prompt corrective action is taken (Section 1003(d) of the Company Guide); and (iv) fails to furnish such information concerning the company as the Exchange may reasonably require (Section 132(e) of the Company Guide).

Amex stated in its application filed with the Commission that the Security no longer qualifies for continued listing and registration, listing the following reasons:

1. The Company has incurred net losses as follows:

Fiscal years ended

Net (loss)

December 31, 2004

($49,731,000)

December 31, 2003

($27,139,000)

December 31, 2002

($9,014,000)

December 31, 2001

($10,636,000)

December 31, 2000

($5,415,000)

2. For the fiscal year ended December 31, 2004, the Company reported a stockholders' deficit of $3,229,000, a working capital deficit of $6,306,000, and an accumulated deficit of $122,099,000. Additionally, the Company disclosed on June 2, 2005 that it filed a voluntary petition for re-organization under Chapter 11 of the Federal bankruptcy laws.

3. The Company failed to timely file its Form 10-Q with the Commission for the period ended March 31, 2005 and, on May 21, 2005 the Company's independent auditors, BDO Seidman, informed the Company that its audit reports with respect to the fiscal years ended December 31, 2003 and 2004 should no longer be relied upon. Consequently, the Company's Form 10-K for the fiscal years ended December 31, 2003 and 2004 were considered defective.

4. The Company failed to provide additional information requested by the Exchange.

By letter dated September 13, 2004, in accordance with Section 1009 of the Company Guide, Amex advised the Company of its status in relation to the standards of the Exhange and offered the Company an opportunity to submit a business plan in support of continued listing. The Exchange's letter advised the Company that it would need to regain compliance with the Exchange's continued listing standards by March 13, 2006. The Company submitted its plan by various correspondences between October 21, 2004 and December 13, 2004. The Exchange accepted the Company's plan by letter dated December 16, 2004.

By letter dated May 26, 2005, in accordance with Section 1009 of the Company Guide, the Exchange advised the Company that it did not comply with several additional listing standards and offered the Company an opportunity to submit a revised business plan addressing how the Company planned to comply with Sections 134, 1101, and 1003(d) of the Company Guide by July 11, 2005, and also how it would regain compliance with the Exchange's other continued listing standards by March 13, 2006. Additionally, Amex requested additional information relating to the Company's press releases and periodic filings where the Company disclosed, among other things, the resignation of its independent auditors, the resignation of its Chairman, President, and Chief Executive Officer, Andrew Brown, an event of default under the Company's January and March 2005 securities purchase agreements, and the initiation of a board of director investigation into certain actions undertaken by Mr. Brown. The Company did not submit a revised business plan or the additional information requested by Amex by the required date of June 2, 2005. Subsequently, the Exchange determined that the Security did not qualify for continued listing. This determination, along with the Company's right to appeal, was communicated to the Company by letter dated June 6, 2005. The Company did not appeal the Exchange's determination within the requisite time period or thereafter.

The Commission, having considered the facts stated in Amex's application and having due regard for the public interest and protection of investors, orders that the application be, and it hereby is, granted, effective at the opening of business on July 5, 2005.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.

Jonathan G. Katz
Secretary


http://www.sec.gov/rules/delist/1-15805-o.htm


Modified: 07/07/2005