UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. _1_) RAMP CORPORATION ------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 ------------------------------------ (Title of Class of Securities) 75156P108 --------------- (CUSIP NUMBER) November 9, 2004 ------------------------------------------------------- (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 75156P108 13G PAGE 2 OF 6 1. NAME OF REPORTING PERSON Hilltop Services, Ltd I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) N/A 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Anguilla 5. SOLE VOTING POWER -0- Number of Shares 6. SHARED VOTING POWER Owned by Each Reporting Person 7. SOLE DISPOSITIVE POWER -0- With 8. SHARED DISPOSITIVE POWER 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10. CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12. TYPE OF REPORTING PERSON CO CUSIP NO. 75156P108 13G PAGE 3 OF 6 ITEM 1 (a) NAME OF ISSUER Ramp Corporation (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 33 Maiden Lane New York, NY 10038 ITEM 2 (a) NAME OF PERSON FILING Hilltop Services, Ltd. (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE Mevot David 8 Ramat Gan, Israel (c) CITIZENSHIP Anguilla (d) TITLE OF CLASS OF SECURITIES Common Stock, $0.001 par value (e) CUSIP NUMBER 75156P108 ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] BROKER OR DEALER REGISTERED UNDER SECTION 15 OF THE ACT (b) [ ] BANK AS DEFINED IN SECTION 3(a)(6) OF THE OF THE ACT (c) [ ] INSURANCE COMPANY AS DEFINED IN SECTION 3(a)(19) OF THE ACT (d) [ ] INVESTMENT COMPANY REGISTERED UNDER SECTION 8 OF THE INVESTMENT COMPANY ACT OF 1940 (e) [ ] AN INVESTMENT ADVISER IN ACCORDANCE WITH RULE 13d-1(b)(1)(ii)(e) (f) [ ] AN EMPLOYEE BENEFIT PLAN OR ENDOWMENT FUND IN ACCORDANCE WITH RULE 13d-1(b)(1)(ii)(f) (g) [ ] A PARENT HOLDING COMPANY OR CONTROL PERSON IN ACCORDANCE WITH RULE 13d-1(b)(1)(ii)(g) CUSIP NO. 75156P108 13G PAGE 4 OF 6 (h) [ ] A SAVINGS ASSOCIATION AS DEFINED IN SECTION 3(b) OF THE FEDERAL DEPOSIT INSURANCE ACT (i) [ ] A CHURCH PLAN THAT IS EXCLUDED FROM THE DEFINITION OF AN INVESTMENT COMPANY UNDER SECTION 3(c)(14) OF THE INVESTMENT COMPANY ACT OF 1940 (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J) If this statement is filed pursuant to Rule 13d-1(c), check this box [x] ITEM 4 OWNERSHIP (a) AMOUNT BENEFICIALLY OWNED: -0- (b) PERCENT OF CLASS: -0- (c) NUMBER OF SHARES AS TO WHICH THE PERSON HAS: (i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE: -0- (ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE: N/A (iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: -0- (iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: N/A ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X] ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF O ANOTHER PERSON N/A ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY N/A CUSIP NO. 75156P108 13G PAGE 5 OF 6 ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP N/A ITEM 9 NOTICE OF DISSOLUTION OF GROUP N/A ITEM 10 CERTIFICATION By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired are not being held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. CUSIP NO. 75156P108 13G PAGE 6 OF 6 SIGNATURE AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I CERTIFY THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND CORRECT. NOVEMBER 11, 2004 (DATE) HILLTOP SERVICES LTD. BY: ---------------------- BY: MARY LOWENTHAL ITS: DIRECTOR