<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB/A
(Mark One)

     [X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
          ACT OF 1934

                         For the quarterly period ended
                               September 30, 2002
                                       or

     [ ] TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from ____________ to_______________

         Commission file number  000-49630

                               TALRAM CORPORATION
                  (Exact name of registrant as specified in its
                                    charter)

            Delaware                             13-4168913
   (State or other jurisdiction               (I.R.S. Employer
   of incorporation organization)            or Identification No.)

              63 Wall Street, Suite 1801, New York, New York 10005
            (Address of principal executive offices)      (zip code)

                                  212/344-1600
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the last 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

Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.

    Class
Common Stock,               Outstanding at September 30, 2002
par value $0.0001                     500,000

<PAGE>

     PART I -- FINANCIAL INFORMATION

                                     PART I

                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

     The  financial  statements  of  Talram  Corporation  (A  Development  Stage
     Company) (the  "Company"),  included  herein were prepared,  without audit,
     pursuant  to  rules  and   regulations   of  the  Securities  and  Exchange
     Commission.  Because  certain  information  and notes normally  included in
     financial  statements  prepared in accordance  with  accounting  principles
     generally  accepted  in the United  States of  America  were  condensed  or
     omitted pursuant to such rules and regulations,  these financial statements
     should  be read in  conjunction  with the  financial  statements  and notes
     thereto  included in the  audited  financial  statements  of the Company as
     included in the Company's Form 10-SB for the year ended December 31, 2001.




                                       2
<PAGE>


                              TALRAM CORPORATION
                          (A Development Stage Company)

                                 BALANCE SHEETS

<TABLE>
<CAPTION>


       ASSETS
                                                                   September       December 31,
                                                                     2002              2001
                                                                     ----             ----
                                                                                   (unaudited)

<S>                                                                <C>               <C>
Cash ....................................................          $   272           $ 3,368
                                                                   -------           -------

          TOTAL ASSETS ..................................          $   272           $ 3,368
                                                                   =======           =======


                  LIABILITIES AND STOCKHOLDERS' EQUITY

Accrued expenses ........................................          $ 1,600           $   750
                                                                   -------           -------

          TOTAL LIABILITIES .............................            1,600               750

Stockholders' equity
  Preferred stock, par value $0.0001, 1,000,000 shares
    authorized, none issued .............................             --                --
  Common stock, par value $0.0001, 20,000,000 shares
    authorized, 500,000 shares issued and outstanding ...               50                50
  Additional paid-in capital ............................            4,950             4,950
  Accumulated deficit ...................................           (6,328)           (2,382)
                                                                   -------           -------

Total Stockholders' Equity ..............................           (1,328)            2,618
                                                                   -------           -------

               TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $   272           $ 3,368
                                                                   =======           =======
</TABLE>





















   The accompanying notes are an integral part of these financial statements.


                                       3
<PAGE>
                               TALRAM CORPORATION
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>

                                                              For the period                                     For the period
                                                                May 1, 2001                                        May 1, 2001
                                              For the nine        (Date of      For the three     For the three     (Date of
                                              months ended     Inception) to    months ended      months ended    Inception) to
                                              September 30     September 30,    September 30,     September 30,   September 30,
                                                  2002             2001            2002              2001             2002
                                                  ----             ----            ----              ----             ----
                                              (unaudited)       (unaudited)      (unaudited)       (unaudited)     (unaudited)

<S>                                            <C>              <C>              <C>              <C>              <C>
Revenues: ..............................       $    --          $    --          $    --          $    --          $    --
                                               ---------        ---------        ---------        ---------        ---------

          Total Revenues ...............            --               --               --               --               --

Expenses:
  General and administrative ...........           3,956            1,615            1,392            1,000            6,366
                                               ---------        ---------        ---------        ---------        ---------

          Total Expenses ...............           3,956            1,615            1,392            1,000            6,366
                                               ---------        ---------        ---------        ---------        ---------

Loss from operations ...................          (3,956)          (1,615)          (1,392)          (1,000)          (6,366)

Other income
  Interest income ......................              10               18                1               13               38
                                               ---------        ---------        ---------        ---------        ---------

Net loss ...............................       $  (3,946)       $  (1,597)       $  (1,391)       $    (987)          (6,328)
                                               =========        =========        =========        =========        =========

Per Share Amounts:

  Net loss per common share outstanding,
    basic and fully diluted ............       $   (0.01)       $   (0.00)       $   (0.00)       $   (0.00)
                                               =========        =========        =========        =========

  Weighted average shares outstanding ..         500,000          500,000          500,000          500,000
                                               =========        =========        =========        =========
</TABLE>























   The accompanying notes are an integral part of these financial statements.


                                       4
<PAGE>
                               TALRAM CORPORATION
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>

                                                                                      For the period
                                                                    For the period      May 1, 2001
                                                    For the nine      May 1, 2001         (Date of
                                                    months ended          to            Inception) to
                                                    September 30,    September 30,      September 30,
                                                        2002             2001               2002
                                                        ----             ----               ----
                                                    (unaudited)       (unaudited)       (unaudited)

    CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                   <C>               <C>               <C>
Net loss ...................................          $(3,946)          $(1,597)          $(6,328)
Changes in operating assets and liabilities:
  Increase (decrease) in accrued expenses ..              850             1,000             1,600
                                                      -------           -------           -------
          Total adjustments ................              850             1,000             1,600

NET CASH USED BY OPERATING ACTIVITIES ......           (3,096)             (597)           (4,728)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Sale of common stock .....................             --               5,000             5,000
                                                      -------           -------           -------

CASH PROVIDED BY FINANCING ACTIVITIES ......             --               5,000             5,000
                                                      -------           -------           -------

NET INCREASE (DECREASE) IN CASH ............           (3,096)            4,403               272

CASH
  Beginning of period ......................            3,368              --                --
                                                      -------           -------           -------

  End of period ............................          $   272           $ 4,403           $   272
                                                      =======           =======           =======
</TABLE>


























   The accompanying notes are an integral part of these financial statements.


                                       5
<PAGE>

                          NOTES TO FINANCIAL STATEMENTS

(Amounts and  disclosures  at and for the three and nine months ended  September
30, 2002 and the period May 1, 2001 (Date of  Inception)  to September  30, 2002
are unaudited)


Note 1- NATURE OF BUSINESS

     Talram  Corporation  ("Talram" or the  "Company") was  incorporated  in the
     State of Delaware on May 1, 2001.

     The Company is a shell  corporation,  whose principal business is to locate
     and consumate a merger with an ongoing business.


Note 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation

     The Company  prepares its financial  statements  using the accrual basis of
     accounting.

     Use of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted accounting  principles  requires the Company's  management to make
     estimates and  assumptions  that affect the reported  amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the  financial  statements  and the  reported  amounts  of  revenue  and
     expenses  during the  reporting  period.  Actual  results could differ from
     those estimates.


     Fair Value of Financial Instruments
     -----------------------------------

     For  financial  instruments  including  cash and accrued  expenses,  it was
     assumed that carrying amounts  approximated fair value because of the short
     maturities of such instruments.


Note 3- INCOME TAXES

     There is no provision  for income taxes for the period ended  September 30,
     2002 as the Company had a net loss.


Note 4- COMMON STOCK

     During June 2001 the Company sold 500,000 shares of its common stock to its
     founders for proceeds of $5,000.


















                                       6
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The Company was formed to locate and negotiate with a business entity for
the combination of that target company with the Company. A combination will
normally take the form of a merger, stock-for-stock exchange or stock-for-assets
exchange (the "business combination"). In most instances the target company will
wish to structure the business combination to be within the definition of a
tax-free reorganization under Section 351 or Section 368 of the Internal Revenue
Code of 1986, as amended. No assurances can be given that the Company will be
successful in locating or negotiating with any target business.

     The Company has not restricted its search for any specific kind of
businesses, and it may acquire a business which is in its preliminary or
development stage, which is already in operation, or in essentially any stage of
its business life. It is impossible to predict the status of any business in
which the Company may become engaged, in that such business may need to seek
additional capital, may desire to have its shares publicly traded, or may seek
other perceived advantages which the Company may offer.

     In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity.

     It is anticipated that any securities issued in any such business
combination would be issued in reliance upon exemption from registration under
applicable federal and state securities laws. In some circumstances, however, as
a negotiated element of its transaction, the Company may agree to register all
or a part of such securities as part of the business combination or at specified
times thereafter.

     Negotiations with a target company will likely focus on the percentage of
the Company which the target company shareholders would acquire in exchange for
their shareholdings. Although the terms of such agreements cannot be predicted,
generally such agreements will require certain representations and warranties of
the parties thereto, will specify certain events of default, will detail the
terms of closing and the conditions which must be satisfied by the parties prior
to and after such closing and will include miscellaneous other terms. Any merger
or acquisition effected by the Company can be expected to have a significant
dilutive effect on the percentage of shares held by the Company's shareholders
at such time.

           PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     There are no legal proceedings against the Company and the Company is
unaware of such proceedings contemplated against it.

ITEM 2.  CHANGES IN SECURITIES

     Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF
            SECURITY HOLDERS

     Not applicable.

ITEM 5.  OTHER INFORMATION

     Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)     Exhibits

     (b)     Reports on Form 8-K

     There were no reports on Form 8-K filed by the Company during the quarter.

                                       7
<PAGE>

                                   SIGNATURES

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

TALRAM CORPORATION

By:   /s/ Joel Schonfeld
      ------------------
          President

Dated: March 5, 2004



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