SECURITIES  AND  EXCHANGE  COMMISSION
              Washington,  D.C.  20549

                    FORM  10-QSB
(Mark  One)
[X]   QUARTERLY  REPORT  UNDER  SECTION  13  OR  15(d)
      OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934

          For  the  quarterly  period  ended
                   March  31,  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                    Outstanding  at  March  31,  2002

Common  Stock,
par  value  $0.0001              500,000
<PAGE>
                                TALRAM  CORPORATION
                                    FORM 10-QSB
                                 March  31,  2002


                                      INDEX

                                                                          PAGE
 Item  1  -  FINANCIAL  STATEMENTS  (UNAUDITED)

         Balance  Sheet  -
           March  31,  2002  and  December  31,  2001                       2

         Statements  of  Operations
           Three  Months  Ended  March  31,  2002  and  for the period      3
           May 1, 2001 (date of inception)  through  March  31,  2002

         Statements  of  Cash  Flows
          Three  Months  Ended  March  31,  2002  and  for the
          period May 1, 2001 (date of inception) through
          March 31,  2002                                                   4

Item  2  - PLAN  OF  OPERATION                                              6

PART  II - OTHER  INFORMATION                                               8

<PAGE>
         PART  I  --  FINANCIAL  INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS


                                     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.



                               TALRAM CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEETS


<TABLE>
<CAPTION>

                  ASSETS
                                                                 March  31,           December  31,
                                                                   2002                   2001
                                                               (unaudited)
<S>                                                                <C>                     <C>
  Cash                                                    $               1,675   $               3,368
                                                          ----------------------  ----------------------

    TOTAL ASSETS                                          $               1,675   $               3,368
                                                          ======================  ======================


    LIABILITIES AND STOCKHOLDERS' EQUITY

  Accrued expenses                                        $                 500   $                 750
                                                          ----------------------  ----------------------

    TOTAL LIABILITIES                                                       500                     750

  Stockholders' equity
    Preferred stock, par value $0.0001, 1,000,000 shares
      authorized, issued none                                                 -                       -
    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                                                  (3,825)                (2,382)
                                                          ----------------------  ----------------------

  Total Stockholders' Equity                                              1,175                   2,618
                                                          ----------------------  ----------------------

            TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $               1,675   $               3,368
                                                          ======================  ======================
</TABLE>

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

                                        2
<PAGE>

                               TALRAM CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                              For the period
                                                               May 1, 2001
                                            For the three       (Date of
                                             months ended      Inception) to
                                               March 31,        March 31,
                                                 2002             2002
                                                 ----             ----
                                              (unaudited)       (unaudited)
<S>                                             <C>             <C>
Revenues:                                   $       -       $       -
                                            ------------      ------------
    Total Revenues                          $       -       $       -
                                            ------------      ------------

Expenses:
    General and administrative                    1,449           3,859
                                            ------------      ------------

            Total Expenses                        1,449           3,859
                                            ------------      ------------

  Loss from operations                          (1,449)          (3,859)

  Other income
    Interest income                                  6               34
                                            ------------      ------------

  Net loss                                  $   (1,443)    $     (3,825)
                                            ============      ============

  Per Share Amounts

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

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

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

                                        3
<PAGE>
                               TALRAM CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                  For the period
                                                                   May 1, 2001
                                                For the three      (Date of
                                                months ended       Inception) to
                                                 March 31,          March 31,
                                                   2002               2002
                                                   ----               ----
                                               (unaudited)          (unaudited)


<S>                                                  <C>               <C>
  CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                      $   (1,443)       $   (3,825)
  Changes in operating assets and liabilities:
    Increase (decrease) in accrued expenses           (250)              500
                                                  ----------      ----------
            Total adjustments                         (250)              500

  NET CASH USED BY OPERATING ACTIVITIES             (1,693)           (3,325)

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

  NET INCREASE (DECREASE) IN CASH                   (1,693)            1,675

  CASH
    Beginning of period                              3,368               -
                                                  ----------       ----------
    End of period                               $    1,675        $   1,675
                                                  ==========       ==========
</TABLE>

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

                                        4
<PAGE>
                               TALRAM CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
   (AMOUNTS AND DISCLOSURES AT AND FOR THE THREE MONTHS ENDED MARCH 31, 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  amount 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 March 31,
          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.


                                        5

<PAGE>

ITEM  2.  PLAN  OF  OPERATION

     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.

                                        6
<PAGE>
     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.


                                        7
<PAGE>
           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.

                    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:  June  10,  2002

                                        8