Ramp Corporation OTC: RCOCQ

Company: Ramp Corporation
Ticker Symbol: OTC: RCOCQ
Class Period: April 14, 2004 to May 20, 2005
Date Filed: Jul-20-05
Lead Plaintiff Deadline: Sept-18-05
Court: Southern District, NY
A securities fraud class action lawsuit was filed on July 19, 2005 on behalf of all persons who purchased the securities of Ramp Corporation ("Ramp" or the "Company") (OTC: RCOCQ) during the period from April 14, 2004 to May 20, 2005, inclusive (the "Class Period").

The lawsuit, entitled Silverlake Holdings, Inc. v. Andrew Brown, et al., is pending before the Honorable Denise Cote in the United States District Court for the Southern District of New York, Case No. 05 CV 6521 (DC). It names as defendants, Andrew Brown, who was the Company's Chief Executive Officer (CEO), Chairman of the Board and President until May 22, 2005 when he resigned as Chairman and was suspended as President and CEO; Ron Munkittrick, who has been Chief Financial Officer (CFO) of Ramp since October 12, 2004; Darryl R. Cohen, who was CEO and Chairman of the Board of Ramp at the start of the Class Period until April 25, 2004; Mitchell Cohen, who was CFO of Ramp from the start of the Class Period until September 8, 2004; and BDO Seidman LLP ("Seidman"), an accounting firm, which performed audits for the Company for the years ended December 31, 2004 and December 31, 2003.

The complaint alleges that the Defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by making materially false and misleading representations and omissions in public filings with the Securities and Exchange Commission. The complaint alleges that on May 21, 2005, Seidman resigned as the Company's auditor and advised Ramp that the Company's 2003 and 2004 audit reports were unreliable. The complaint further alleges that as a result of such information, Ramp stated that it would not file its quarterly report on Form 10-Q for the quarter ended March 31, 2005 on time, which led to its defaulting on certain debentures. It is also alleged in the complaint that Defendant Brown resigned and was suspended on May 22, 2005 because he may have violated Company policies or the law when he received an unspecified amount of cash as a gift in December 2003. The complaint alleges that the Company filed for reorganization under Chapter 11 of the Bankruptcy laws on June 2, 2005, and that the American Stock Exchange notified it on June 6, 2005 that it was delisting the Company's stock.

It is alleged that when Seidman announced that he was resigning and that Ramp's financial statements were unreliable, trading in the Company's stock was halted on May 23, 2005. At the time, Ramp's stock was trading at $1.25 per share. When the Company's stock began trading again, it decreased in price to $0.10 per share.

If you acquired the securities of the defendants during the Class Period you may, no later than the Lead Plaintiff Deadline shown above, request that the Court appoint you as lead plaintiff through counsel of your choice. You may also choose to remain an absent class member. A lead plaintiff must meet certain requirements.

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