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
                                  June 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                Outstanding  at  June  30,  2002

Common  Stock,
par  value  $0.0001              500,000

<PAGE>

                                     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
                                                         June 30    December 31,
                                                           2002        2001
                                                        (unaudited)

<S>                                                         <C>        <C>
  Cash                                                    $   863    $ 3,368
                                                          -------    -------

            TOTAL ASSETS                                  $   863    $ 3,368
                                                          =======    =======
            LIABILITIES AND STOCKHOLDERS' EQUITY

  Accrued expenses                                        $   800    $   750
                                                          -------    -------

            TOTAL LIABILITIES                                 800        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                                    (4,937)    (2,382)
                                                           -------    -------

  Total Stockholders' Equity                                   63      2,618
                                                           -------    -------

            TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $   863    $ 3,368
                                                           =======    =======
</TABLE>

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

                                        3

<PAGE>
<TABLE>
<CAPTION>
                                                 TALRAM CORPORATION
                                           (A DEVELOPMENT STAGE COMPANY)

                                              STATEMENTS OF OPERATIONS

                                                                                                For the period
                                                                                                  May 1, 2001
                                                 For the six             For the three             (Date of
                                                 months ended            months ended             Inception) to
                                                   June 30,                June 30,                 June 30,
                                                    2002                     2002                    2001
                                                    ----                     ----                    ----
                                                (unaudited)              (unaudited)              (unaudited)
<S>                                                  <C>                      <C>                      <C>
Revenues:                                                      -                       -                       -
                                          -----------------------  -----------------------  -----------------------

          Total Revenues                                       -                        -                        -


Expenses:
  General and administrative                               2,564                    1,115                      615
                                          -----------------------  -----------------------  -----------------------

          Total Expenses                                   2,564                    1,115                      615
                                          -----------------------  -----------------------  -----------------------

Loss from operations                                      (2,564)                  (1,115)                    (615)

Other income
  Interest income                                              9                        3                        5
                                          -----------------------  -----------------------  -----------------------

Net loss                                  $               (2,555)  $               (1,112)  $                 (610)
                                          =======================  =======================  =======================

Per Share Amounts:

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

  Weighted average shares outstanding                    500,000                  500,000                  500,000
                                          =======================  =======================  =======================

                                              For the period
                                          May 1, 2001 (Date of
                                      Inception) to June 30, 2002
                                      ---------------------------
                                                (unaudited)
<S>                                                <C>
Revenues:                                                      -
                                          -----------------------

          Total Revenues                                       -

Expenses:
  General and administrative                               4,974
                                          -----------------------

          Total Expenses                                   4,974
                                          -----------------------

Loss from operations                                      (4,974)

Other income
  Interest income                                             37
                                          -----------------------

Net loss                                  $               (4,937)
                                          =======================

Per Share Amounts:

  Net loss per common share outstanding,
    basic and fully diluted

  Weighted average shares outstanding

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

                                        4
</TABLE>
<PAGE>


                               TALRAM CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                             STATEMENT OF CASH FLOWS


<TABLE>
<CAPTION>

                                                                                               For the period
                                                   For the six           For the three          May 1, 2001
                                                   months ended           months ended              to
                                                     June 30,               June 30,              June 30,
                                                      2002                   2002                   2001
                                                      ----                   ----                   ----
                                                   (unaudited)             (unaudited)            (unaudited)
<S>                                                  <C>                     <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                      $              (2,555)  $              (1,112)  $              (610)
Changes in operating assets and liabilities:
  Increase (decrease) in accrued expenses                        50                     300                     -
                                              ----------------------  ----------------------  --------------------
          Total adjustments                                      50                     300                     -

NET CASH USED BY OPERATING ACTIVITIES                        (2,505)                   (812)                 (610)

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

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

NET INCREASE (DECREASE) IN CASH                              (2,505)                   (812)                4,390

CASH
  Beginning of period                                         3,368                   1,675                     -
                                              ----------------------  ----------------------  --------------------

  End of period                                                863                    863   $             4,390
                                              ======================  ======================  ====================

                                                 For the period
                                              May 1, 2001 (Date of
                                                 Inception) to
                                                 June 30, 2002
                                                  -------------
                                                   (unaudited)
<S>                                                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                      $              (4,937)
Changes in operating assets and liabilities:
  Increase (decrease) in accrued expenses                       800
                                              ----------------------
          Total adjustments                                     800

NET CASH USED BY OPERATING ACTIVITIES                        (4,137)

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

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

NET INCREASE (DECREASE) IN CASH                                 863

CASH
  Beginning of period                                             -
                                              ----------------------

  End of period                                                863
                                              ======================

</TABLE>
   The accompanying notes are an integral part of these financial statements.
                                        5
<PAGE>
                               TALRAM CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
(AMOUNTS AND DISCLOSURES AT AND FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2002
 AND THE PERIOD MAY 1, 2001 (DATE OF INCEPTION) TO JUNE 30, 2001 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.

                                        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.

                                        7
<PAGE>

     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.

                                        8
<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:  August  16,  2002


                                        9