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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM-10QSB

|/x/ | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ---------------------------------------------------------------------------------

For the quarterly period ended March 31, 2000

|/ / | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------

For the transition from  to

Commission File Number: 1-15277

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Rampart Capital Corporation(Exact Name of Registrant as specified in its charter)

|Texas(State or other jurisdiction of
incorporation or organization) |  | 6159(Primary Standard Industrial
Classification Code Number) |  | 76-0427502(I.R.S. Employer
Identification Number)
|------------------------------------------------------------------- |  | ------------------------------------------------------------ |  | -------------------------------------------------

700 Louisiana
Suite 2510
Houston, Texas(Address of Principal Executive Offices) 77002(zip code) 713-223-4610(Registrant's Telephone Number)

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Check
whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes /x/  No / /

State
the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date:



Transitional
Small Business Disclosure Format (check one): Yes / /  No /x/

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## 

INDEX

|                              |  |                                                                                                   |  | Page No.
|----------------------------- |  | ------------------------------------------------------------------------------------------------- |  | --------
|PART I. FINANCIAL INFORMATION |  |                                                                                                  
|Item 1.                       |  | Unaudited Consolidated Financial Statements                                                       |  |         
|                              |  | Unaudited Consolidated Balance Sheet at December 31, 1999 and March 31, 2000                      |  | 2       
|                              |  | Unaudited Consolidated Statement of Operations for the Three Months ended March 31, 1999 and 2000 |  | 3       
|                              |  | Unaudited Consolidated Statement of Cash Flows for the Three Months ended March 31, 1999 and 2000 |  | 4       
|                              |  | Notes to the Unaudited Consolidated Financial Statements                                          |  | 5       
|Item 2.                       |  | Management's Discussion and Analysis of Results of Operations and Financial Condition             |  | 7       
|PART II. OTHER INFORMATION    |  |                                                                                                  
|Item 2.                       |  | Changes in Securities and Use of Proceeds                                                         |  | 10      
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                               |  | 11      
|Item 6.                       |  | Exhibits and Reports on Form 8-K                                                                  |  | 11      
|                              |  | Signatures                                                                                        |  | 12      

1



RAMPART CAPITAL CORPORATION

Consolidated Balance Sheet

|                                                                                                                                                                                        |  | December 31, 1999 |            | March 31, 2000 |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ---------- | -------------- | -
|
|Assets                                                                                                                                                                                  | 
|Cash                                                                                                                                                                                    |  | $                 | 2,741,787  |                | $
|Purchased asset pools, net                                                                                                                                                              |  |                   | 2,447,194  |                |  
|Commercial real estate, net                                                                                                                                                             |  |                   | 3,657,423  |                |  
|Investment real estate                                                                                                                                                                  |  |                   | 1,405,889  |                |  
|Notes receivable from related parties                                                                                                                                                   |  |                   | 460,754    |                |  
|Notes receivable other                                                                                                                                                                  |  |                   | 850,000    |                |  
|Property and equipment, net                                                                                                                                                             |  |                   | 371,493    |                |  
|Other assets                                                                                                                                                                            |  |                   | 63,162     |                |  
|                                                                                                                                                                                        |  |                   |            |                |  
|Total assets                                                                                                                                                                            |  | $                 | 11,997,702 |                | $
|                                                                                                                                                                                        |  |                   |            |                |  
|Liabilities and Stockholders' Equity                                                                                                                                                    | 
|Notes payable                                                                                                                                                                           |  | $                 | 580,173    |                | $
|Accounts payable and accrued expenses                                                                                                                                                   |  |                   | 481,563    |                |  
|Deferred tax liability                                                                                                                                                                  |  |                   | 279,000    |                |  
|                                                                                                                                                                                        |  |                   |            |                |  
|Total liabilities                                                                                                                                                                       |  |                   | 1,340,736  |                |  
|                                                                                                                                                                                        |  |                   |            |                |  
|Commitments and contingencies                                                                                                                                                           |  |                   |            |                |  
|Stockholders' equity                                                                                                                                                                    |  |                   |            |                |  
|Common stock ($.01 par value; 10,000,000 shares authorized; 3,050,000 shares issued and outstanding at December 31, 1999 and 3,028,026 shares issued and outstanding at March 31, 2000. |  |                   | 30,500     |                |  
|Paid-in-capital                                                                                                                                                                         |  |                   | 6,194,255  |                |  
|Treasury stock, 21,934 shares, at cost                                                                                                                                                  |  |                   |           |                |  
|Retained earnings                                                                                                                                                                       |  |                   | 4,432,211  |                |  
|                                                                                                                                                                                        |  |                   |            |                |  
|Total stockholders' equity                                                                                                                                                              |  |                   | 10,656,966 |                |  
|                                                                                                                                                                                        |  |                   |            |                |  
|Total liabilities and stockholders' equity                                                                                                                                              |  | $                 | 11,997,702 |                | $
|                                                                                                                                                                                        |  |                   |            |                |  

2



RAMPART CAPITAL CORPORATION

Consolidated Statements of Operations

(Unaudited)

|                                       |  | Three Months Ended March 31, |          
|-------------------------------------- |  | ---------------------------- | ---------
|
|Net gain on collections on asset pools |  | $                            | 271,096  
|Investment real estate income          |  |                              | 72,324   
|Commercial real estate income          |  |                              | 223,499  
|Interest and other income              |  |                              | 52,833   
|                                       |  |                              |          
|Total revenue                          |  |                              | 619,752  
|Costs of real estate sales             |  |                              | (37,500  
|Operating and other costs              |  |                              | (87,228  
|General and administrative expenses    |  |                              | (395,918 
|Interest expense                       |  |                              | (118,709 
|                                       |  |                              |          
|Net loss before income tax benefit     |  |                              | (19,603  
|Income tax benefit                     |  |                              | 7,904    
|                                       |  |                              |          
|Net loss                               |  | $                            | (11,699  
|                                       |  |                              |          
|Basic net loss per common share        |  | $                            | (.01     
|                                       |  |                              |          
|Diluted net loss per common share      |  | $                            | (.01     
|                                       |  |                              |          
|Average common shares outstanding      |  |                              | 2,250,000
|                                       |  |                              |          

3



RAMPART CAPITAL CORPORATION

Consolidated Statements of Cash Flows

(Unaudited)

|                                                                                       |  | Three Months
Ended March 31, |           
|-------------------------------------------------------------------------------------- |  | ---------------------------- | ----------
|
|Cash flows from operating activities:                                                  |  |                              |           
|Net loss                                                                               |  | $                            | (11,699   
|Adjustments to reconcile net loss to net cash provided (used) by
operating activities: |  |                              |           
|Depreciation                                                                           |  |                              | 11,254    
|Accrued interest income                                                                |  |                              | (39,375   
|Asset pool costs deducted in net gain on collections                                   |  |                              | 146,331   
|Change in loan loss reserve                                                            |  |                              |          
|Cost of real estate                                                                    |  |                              | 37,500    
|Purchase of asset pools                                                                |  |                              | (32,778   
|Other costs capitalized                                                                |  |                              |          
|Changes in operating assets and liabilities:                                           |  |                              |           
|Other assets                                                                           |  |                              | 249,662   
|Accounts payable and accrued expenses                                                  |  |                              | (101,606  
|Taxes payable                                                                          |  |                              | (8,500    
|Deferred tax liability                                                                 |  |                              | (8,000    
|                                                                                       |  |                              |           
|Net cash provided (used) by operating activities                                       |  |                              | 242,789   
|                                                                                       |  |                              |           
|Cash flows from investing activities:                                                  |  |                              |           
|Purchase of commercial real estate                                                     |  |                              | (1,560,348
|Purchase of investment real estate                                                     |  |                              | (483,621  
|Proceeds from notes receivable related parties                                         |  |                              |          
|Proceeds from notes receivable                                                         |  |                              |          
|Purchase of treasury stock                                                             |  |                              |          
|Purchase of assessment rights                                                          |  |                              | (850,000  
|Proceeds from purchased assessments                                                    |  |                              |          
|Purchase of property and equipment                                                     |  |                              | (29,273   
|                                                                                       |  |                              |           
|Net cash used by investing activities                                                  |  |                              | (2,923,242
|                                                                                       |  |                              |           
|Cash flows from financing activities:                                                  |  |                              |           
|Proceeds from notes payable to related parties                                         |  |                              | 1,400,000 
|Proceeds from notes payable                                                            |  |                              | 1,657,000 
|Payments on notes payable                                                              |  |                              | (700,000  
|                                                                                       |  |                              |           
|Net cash provided by financing activities                                              |  |                              | 2,357,000 
|                                                                                       |  |                              |           
|Net decrease in cash                                                                   |  |                              | (323,453  
|Cash at beginning of period                                                            |  |                              | 583,629   
|                                                                                       |  |                              |           
|Cash at end of period                                                                  |  | $                            | 200,176   
|                                                                                       |  |                              |           

4



## 

RAMPART CAPITAL CORPORATION

Notes to Consolidated Financial Statements

March 31, 2000

(Unaudited)

Note 1Summary of Significant Accounting Policies



The accompanying unaudited financial statements have been prepared without audit in accordance with generally accepted accounting principles for interim
financial information on a basis consistent with the annual audited consolidated financial statements and with the instructions to Form 10-QSB and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The results of operations of interim periods are not
necessarily indicative of results to be expected for an entire year. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures considered necessary for a
fair presentation of the results of operations and cash flows for the periods presented have been included. The consolidated financial statements should be read in conjunction with the Company's
audited consolidated financial statements included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 1999.



The consolidated financial statements include the assets of Rampart Capital Corporation and its wholly owned subsidiaries. The Company owns a 51% interest in a
partnership that is reported using the full consolidation method. The consolidated financial statements of the Company include 100% of the assets and liabilities of the partnership and the ownership
interests of minority participants are recorded as minority interest. All material intercompany balances have been eliminated.



Rents collected on commercial rental property are recognized as rental income as collected, and revenues from the operation of commercial properties are
recognized as earned. Expenses of operating commercial properties are charged to operations as incurred. Sales of commercial real estate are generally recorded using the full accrual method of
accounting for sales of real estate, assuming the conditions for recognition are met.



Other income is comprised of interest income and miscellaneous revenue. Revenue is recognized as earned.



Certain reclassifications have been made to the 1999 financial statements to conform with the 2000 presentation. These reclassifications had no effect on the
1999 net income or stockholders' equity.

Note 2Net Loss Per Common Share

Net income per common share has been computed for all periods presented and is based on the weighted average number of shares of common stock and common stock
equivalents outstanding during each period. There are no common stock equivalents resulting from dilutive stock purchase warrants.

5



Note 3Acquisitions

On January 7, 2000 the Company finalized the acquisition of a 51% interest in Greater Houston Gulf Partners, LTD (the "Partnership"). The Partnership
was formed to acquire, own, and manage a condominium redevelopment project (the "Project"). In connection with the acquisition, the Company made a loan to the Partnership for $1.1 million to provide
financing for the acquisition of the Project. The balance of the Project purchase price and developmental funds was provided to the partnership by a bank loan in the amount of $2.1 million.

Note 4Segment Reporting

The Company operates in four business segments (i) purchased asset pools, (ii) commercial real estate, (iii) investment real estate, and
(iv) project financing. The purchased asset pools segment involves the acquisition, management, servicing and realization of income from collections on or sales of portfolios of undervalued
financial assets, and in some instances real estate the Company may acquire as part of an asset pool or foreclosing on the collateral underlying an acquired real estate debt. The commercial real
estate segment involves holding foreclosed and acquired improved real estate for appreciation and
the production of income. The investment real estate segment involves holding foreclosed and acquired unimproved real estate for future appreciation and acquiring unimproved real estate in conjunction
with short-term funding for developers. The project financing segment is comprised of short-term financing of real estate at high yields and real estate notes held by the Company from financing the
sale of Company assets. The notes are fully secured with real estate or other collateral. Financial information by reportable operating segment is as follows:

|                              |  | As of and for the Three months ended March 31, 2000 |          
|----------------------------- |  | --------------------------------------------------- | ---------
|
|Revenue                       |  | $                                                   | 233,504  
|Segment profit                |  |                                                     | (63,205  
|Segment assets                |  |                                                     | 2,384,858
|Depreciation and amortization |  |                                                     |         
|Capital expenditures          |  |                                                     | 1,358    
|Interest expense              |  |                                                     |         

|                              |  | As of and for the Three months ended March 31, 1999 |          
|----------------------------- |  | --------------------------------------------------- | ---------
|
|Revenue                       |  | $                                                   | 271,096  
|Segment profit                |  |                                                     | (16,909  
|Segment assets                |  |                                                     | 3,444,939
|Depreciation and amortization |  |                                                     |         
|Capital expenditures          |  |                                                     | 60,778   
|Interest expense              |  |                                                     | 45,326   

Reconciliation of reportable segment assets to the Company's consolidated totals as of March 31 are as follows:

|Assets                                 |  | 1999 |           | 2000
|-------------------------------------- |  | ---- | --------- | ----
|Total assets for reportable segments   |  | $    | 8,691,843 |     
|Cash not allocated to segments         |  |      | 260,176   |     
|Other assets not allocated to segments |  |      | 286,884   |     
|                                       |  |      |           |     
|Consolidated total assets              |  | $    | 9,238,903 |     
|                                       |  |      |           |     

6



RAMPART CAPITAL CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Results of Operations

Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999

Revenues increased $30,890 from $619,752 during the quarter ending March 31, 1999 to $650,642 during the first quarter of 2000. The increase in revenues
consisted of growth in commercial real estate revenues of $136,260, offset by declines in investment real estate revenues ($59,524), project financing revenues ($8,254), and net gain on collections on
asset pools ($37,552). The increase in commercial real estate revenue was primarily due to an increase of $161,414 in Newport Golf Club and Conference Center ("Newport") operations, offset by a
$31,370 decline in rentals on our Dallas retail center. The decrease in investment real estate revenues was mainly due to the sale of a parcel of land in 1999 of which there was no such sale during
the first quarter of 2000. The decrease in revenues for project financing and net gain on collections on asset pools was due to timing of collections in normal business operations.

General
and administrative expenses ("G&A") increased $295,515 from $395,918 in the first quarter of 1999 to $691,433 in the same period of 2000. The significant increase in G&A was
due to ad valorem
taxes, general property and depreciation expense increases of $188,000 related to Newport and to increases in direct SEC compliance costs of $51,000, franchise taxes of $24,000, and labor costs of
$30,300. The increase in SEC compliance cost was related to our being publicly held in the first quarter of 2000 and privately held in the same period of 1999. Labor costs increased due to the
additional labor needed to comply with the reporting requirements of a public company and general wage increases. The increase in costs at Newport was mainly due to increased tax valuation, increased
utilization of the facilities in 2000 as compared to 1999, and an additional month of operations in 2000. Newport was acquired in February of 1999. The increase in franchise tax was primarily
related to the increase in equity as a result of our initial public offering in September of 1999.

Cost
of commercial real estate sales declined by $37,500 due to the sale of an investment tract in 1999 without a corresponding sale during the first quarter of 2000.

Operating
and other costs of $87,228 incurred during the quarter ending March 31, 1999 and $305,199 for the same period in 2000 relate to the direct costs of operations of Newport.
The direct operating expense increase of approximately $218,000 exceeded the revenue increase of $136,000 primarily because of management's emphasis on re-development and re-marketing programs.
Although there has been a significant increase in facility utilization, it has not yet reached breakeven. Management believes the quarterly losses will decrease, with breakeven operations expected in
the third or fourth quarter of 2000.

Interest
expense decreased from $118,709 in the first quarter of 1999 to $11,191 for the same period in 2000. The decrease in interest expense was primarily due to a reduction in the
weighted average debt outstanding resulting from the retirement of the majority of our debt with proceeds from the September 1999 initial public offering. Interest of $32,910, relating to the
bank loan secured by a 90 unit condominium redevelopment project started in January 2000, was capitalized as work in progress.

The
net loss before income taxes increased $337,578 from $(19,603) during the first quarter of 1999 to $(357,181) for the same period in 2000. The increased loss consists of $296,544
on commercial real estate, $46,296 on net gain on collections of purchased asset pools, offset by a decreased loss of $4,598 from investment real estate and increased earnings of $666 on project
financing activities. With allocated corporate overhead, the loss at Newport increased by $296,000 over 1999. This was a direct result of management's emphasis on re-development and re-marketing
programs for the facility. The facility was acquired in February 1999 from a bankruptcy estate and had not been actively marketed in many years. The $46,296 reduction in earnings on purchased
asset pools was primarily due to a decrease of $37,600 in

7



net
gains. The decreased loss on investment real estate was primarily from a decline in interest carrying costs of $17,000 and property taxes of $8,000, offset by reduced gain on sale of real estate
of $21,000.

Income
tax benefit was approximately $7,904 in 1999 compared to approximately $23,000 in 2000. We have available a significant net operating loss carryforward which was primarily
generated from the acquisition of certain corporate subsidiaries and assets of MCorp Trusts. Due to the availability of net operating loss carry forwards and other net deferred tax assets, we offset
our taxable income during 1999 and adjusted its valuation allowance accordingly.

Liquidity and Capital Resources

We had cash and cash equivalents of $2,741,787 at December 31, 1999 compared to approximately $897,486 at March 31, 2000.

During
2000, we continued to invest a substantial portion of our cash reserves in various projects, most notably was a $1.1 million investment in a 90-unit condominium redevelopment
project. This investment represented a loan to a single purpose commercial real estate company, which we control, earning interest at prime rate plus 2 percent. The minority interest owners guaranteed
the loan. Cash flow from financing activities during the first quarter of 2000 was $2.1 million, primarily consisting of a third party first mortgage secured by the condominium redevelopment project
owned by Greater Houston Gulf Partners, Ltd., a 51% majority owned partnership. We believe that we have structured the transaction so that Rampart is insulated from any direct liability on this debt.
In the event of default by the minority interest owners, we can foreclose their interest and, at our option, service or pay off the debt.

Due
to the capital-intensive nature of our business, we have experienced, and expect to continue to experience substantial working capital needs. We believe that cash flows from
operations and future borrowings available under our revolving credit facility will be sufficient to fund our capital expenditures and working capital requirements as they come due.

On
April 30, 2000, we renewed our $5,000,000 revolving promissory note to mature on December 31, 2000. This revolving credit facility is secured by notes receivable and
real estate in the purchased asset pools, the commercial and investment real estate, the notes receivable from project financing, and equipment. Principal is payable at maturity with interest payable
monthly at the bank's prime rate plus 1.0% per annum (9.50% and 10.0% as of December 31, 1999 and March 31, 2000, respectively). During 1999, we repaid the outstanding balance of $3.660
million and accrued interest with proceeds from our initial public offering. We have not subsequently borrowed funds on the note. Management is negotiating with this bank and other financial
institutions to increase the amount of credit facilities available. The Revolving Credit Facility provides for certain financial covenants. As of the filing date of this quarterly report, we are in
compliance with the covenants.

Stock Repurchase Plan

On January 11, 2000, the Board of Directors approved a stock repurchase plan under rule 10b-18 of the Securities and Exchange Commission Act of
1934, for the purchase of up to $2.0 million worth of our outstanding common stock in open market transactions. Acquired shares will be held as treasury stock , and will be available for future
acquisitions, financing or awards as granted under our 1998 Stock Compensation Plan. As of March 31, 2000, we had acquired 21,974 shares at a total cost of $83,606 or $3.80 per share. We intend
to continue repurchasing shares subject to SEC restrictions.

Forward Looking Statements

This quarterly report on Form 10-QSB contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this report including,

8



without
limitation, statements regarding our business strategy, plans, objectives, expectations, intent, and beliefs of management for future operations are forward-looking statements. Such statements
are based on certain assumptions and analyses made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other
factors they believe to be appropriate. The forward-looking statements included in this report are also subject to a number of material risks and uncertainties. Important factors that could cause
actual results to differ materially from our expectations include (1) tightening of the credit markets, (2) volatility in the real estate markets and interest rates, (3) emerging
competition, (4) changes in regulations in the industries we serve, and (5) general economic declines, particularly within the regions in which we operate.
Forward-looking statements are not guarantees of future performance and actual results, developments and business decisions may differ from those contemplated by such forward-looking statements.

9



## 

PART II. OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds



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No
direct or indirect expense payments were made to directors, officers, general partners of the issuer or their associates; to persons owning 10 percent or more of any class of
equity securities of the issuer; or to affiliates of the issuer or direct or indirect payments to others.



10





No
direct or indirect payments from the proceeds were made to directors, officers, general partners of the issuer or their associates; to persons owning 10 percent or more of any
class of equity securities of the issuer; or to affiliates of the issuer or direct or indirect payments to others.

The
use of proceeds does not represent a material change in the use of proceeds described in the prospectus of the registrant.

Item 4. Submission of Matters to a Vote of Security Holders

No items were submitted to securities holders during the quarter ended March 31, 2000.

Item 6. Exhibits and Reports on Form 8-K

11





## 

Signatures

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Rampart Capital Corporation

|                                        |  |                                                                                  |  |             
|--------------------------------------- |  | -------------------------------------------------------------------------------- |  | ------------
|/s/C. W. JANKEC. W. Janke               |  | Chairman of the Board, Chief Executive Officer (Principal Executive Officer)     |  | May 12, 2000
|/s/J. H. CARPENTERJ. H. Carpenter       |  | President, Chief Operating Officer                                               |  | May 12, 2000
|/s/CHARLES F. PRESLEYCharles F. Presley |  | Vice-President, Chief Financial Officer, Treasurer (Principal Financial Officer) |  | May 12, 2000

12



## 

RAMPART CAPITAL CORPORATION

EXHIBITS TO FORM 10-QSB

for the quarter ended March 31, 2000

INDEX OF EXHIBITS

|Exhibit No. |  | Description                                                                                                                                                                                                      
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1         |  | Restated Articles of Incorporation (Exhibit 3.1 to Rampart's Registration Statement on Form SB-2 (Reg. No. 333-71089) and incorporated herein by reference).                                                     
|3.2         |  | Bylaws (Exhibit 3.2 to Rampart's Registration Statement on Form SB-2 (Reg. No. 333-71089) and incorporated herein by reference).                                                                                 
|4.1         |  | Form of Warrant Agreement Between Rampart and American Stock Transfer and Trust Company (Exhibit 4.1 to Rampart's Registration Statement on Form SB-2 (Reg. No. 333-71089) and incorporated herein by reference).
|10.1        |  | 1998 Stock compensation PlanRevised June 24, 1999 (Exhibit 10.1 to Ramparts Form 10-KSB for the year ended December 31, 1999 and incorporated herein by reference).                                             
|10.2        |  | Share Transfer Restriction Agreement (Exhibit 10.2 to Rampart's Registration Statement on Form SB-2 (Reg. No. 333-71089) and incorporated herein by reference).                                                  
|*10.3       |  | Eight Amendment to Loan Agreement with Southwest Bank of Texas N. A. amended April 30, 2000.                                                                                                                     
|10.4        |  | Purchase and Sale Agreement for Newport Assets (Exhibit 10.8 to Rampart's Registration Statement on Form SB-2 (Reg. No. 333-71089) and incorporated herein by reference).                                        
|10.5        |  | Janke Family Partnership, Ltd. Note for Newport assets purchase (Exhibit 10.9 to Rampart's Registration Statement on Form SB-2 (Reg. No. 333-71089) and incorporated herein by reference).                       
|10.6        |  | Purchase Agreement for Newport Assets (Exhibit 10.10 to Rampart's Registration Statement on Form SB-2 (Reg. No. 333-71089) and incorporated herein by reference).                                                
|10.8        |  | The Benchmark Management Contract to manage the Newport Golf Club and Conference Center (Exhibit 10.8 to Ramparts Form 10-KSB for the year ended December 31, 1999 and incorporated herein by reference).        
|21.1        |  | Subsidiaries of Registrant (Exhibit 21.1 to Ramparts Form 10-KSB for the year ended December 31, 1999 and incorporated herein by reference).                                                                     
|*27.1       |  | Financial Data Schedule.                                                                                                                                                                                         

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