<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB


Quarterly report under Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the quarterly period ended September 30, 2003
                               ------------------


Commission File Number 000-49630
                       ----------

                               TALRAM CORPORATION
                               ------------------
                 (Name of Small Business Issuer in Its Charter)

            Delaware                                   13-4168913
    ------------------------                  ---------------------------
    (State of Incorporation)                  (IRS Identification Number)

                    80 Wall Street, New York, New York 10005
             ------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

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


         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange  Act during the  preceding 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 ____   No X
              -


         As of  September  30, 2003 there were  500,000  shares of the  issuer's
common stock, $.0001 par value per share, issued and outstanding.

         Traditional Small Business Disclosure Format:  Yes ____   No  X
                                                                      --

<PAGE>
                               TALRAM CORPORATION
                                   FORM 10-QSB
                               September 30, 2003


                                      INDEX




                                                                          PAGE

PART 1 - FINANCIAL INFORMATION

Item 1 - FINANCIAL STATEMENTS (UNAUDITED)

         Balance Sheet -
         December 31, 2002 and September 30, 2003

         Statements of Operations
         Three  Months  Ended  September  30, 2003 and 2002 Nine Months
         Ended September 30, 2003 and 2002

         Statements of Cash Flows
         Three  Months  Ended  September  30, 2003 and 2002 Nine Months
         Ended September 30, 2003 and 2002

Item 2 - PLAN OF OPERATION

PART II- OTHER INFORMATION


<PAGE>


                               TALRAM CORPORATION
                                   FORM 10-QSB
                               SEPTEMBER 30, 2003

 Item 1 - Financial Statements (Unaudited)

                               TALRAM CORPORATION
                          (A Development Stage Company)
                                 BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>


                                                                         September 30, 2003   December 31, 2002
                                                                                (Unaudited)

<S>                                                                                  <C>                <C>
Cash                                                                                 $ (40)             $ 1,282
                                                                      ---------------------- -------------------

     TOTAL ASSETS                                                                    $ (40)             $ 1,282
                                                                      ====================== ===================


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Accrued Expenses                                                                    $ 1,100             $ 1,100
                                                                      ---------------------- -------------------

     TOTAL LIABILITIES                                                                1,100               1,100

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                                                          6,550               6,550
  Deficit accumulated during the development stage                                  (7,740)             (6,418)
                                                                      ---------------------- -------------------

Total Stockholders' Equity                                                                                  182
                                                                                    (1,140)
                                                                      ---------------------- -------------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $ (40)             $ 1,282
                                                                      ====================== ===================
</TABLE>

See notes to the financial statements


                                      F-1
<PAGE>
                               TALRAM CORPORATION
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                                                                    For the Period
                                                                                                                       May 1, 2001
                                       For the three        For the three      For the nine       For the nine            (Date of
                                        months ended         months ended      months ended       months ended   Incorporation) to
                                       September 30,        September 30,     September 30,      September 30,       September 30,
                                                2003                 2002              2003               2002                2003

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

                                    ----------------- -------------------- ----------------- ------------------ -------------------
     TOTAL REVENUES                               --                   --                --                 --                  --

Expenses:
General and administrative                        90                1,392             1,323              3,956               7,780
                                    ----------------- -------------------- ----------------- ------------------ -------------------


     Total Expenses                               90                1,392             1,323              3,956               7,780
                                    ----------------- -------------------- ----------------- ------------------ -------------------

Loss From Operations                            (90)              (1,392)           (1,323)            (3,956)             (7,780)

Other Income
     Interest Income                              --                    1                 1                 10                  40
                                    ----------------- -------------------- ----------------- ------------------ -------------------

      Net Loss                                $ (90)            $ (1,391)         $ (1,322)          $ (3,946)           $ (7,740)
                                    ================= ==================== ================= ================== ===================


Per Share Amounts:

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

Weighted Average Shares Outstanding          500,000              500,000           500,000            500,000
                                    ================= ==================== ================= ==================
</TABLE>


See notes to the financial statements


                                      F-2
<PAGE>

                               TALRAM CORPORATION
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                                    From
                                                                                                             May 1, 2001
                                                                           For the             For the          (date of
                                                                       nine months         nine months    incorporation)
                                                                             ended               ended                to
                                                                     September 30,  September 30, 2002     September 30,
                                                                              2003                                  2003
<S>                                                                         <C>              <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                  $ (90)           $ (3,946)         $ (7,740)
  Item not affecting cash flow from operations:
    Accrued Expenses                                                            --                 850             1,100
                                                                  ----------------- ------------------- -----------------

      NET CASH USED BY OPERATING ACTIVITIES                                   (90)             (3,096)           (6,640)

CASH FLOWS FROM INVESTING ACTIVITY:                                             --                  --                --

CASH FLOWS FROM FINANCING ACTIVITY:
  Sales of Common Stock                                                         --                  --             5,000
  Additional Capital Contributions                                              --                  --             1,600
                                                                  ----------------- ------------------- -----------------

CASH PROVIDED BY FINANCING ACTIVITIES                                           --                  --             6,600
                                                                  ----------------- ------------------- -----------------

      NET CHANGE IN CASH BALANCES                                             (90)             (3,096)              (40)

      CASH BALANCE, beginning of the period                                     50               3,368                --
                                                                  ----------------- ------------------- -----------------

      CASH BALANCE, end of the period                                       $ (40)               $ 272            $ (40)
                                                                  ================= =================== =================


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for interest                                                      $ --                $ --              $ --
                                                                  ================= =================== =================

  Cash paid for income taxes                                                  $ --                $ --              $ --
                                                                  ================= =================== =================
</TABLE>

See notes to the financial statements

                                      F-3
<PAGE>

                               TALRAM CORPORATION
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

(Amounts  and  disclosures  at and for the three  months and nine  months  ended
September 30, 2003 and 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 consummate 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 market value  because of the
short maturities of such.

Fiscal Year End

         The Company intends to have a fiscal year ending December 31.

NOTE 3 - INCOME TAXES

         There is no provision  for income  taxes for the period ended  December
31, 2002 and December 31, 2001 as the Company had a net loss for those periods.

NOTE 4 - STOCKHOLDERS' EQUITY

         The Company,  organized  under the laws of the State of  Delaware,  has
authorized  1,000,000  shares  of  preferred  stock  at  $.0001  par  value  and
20,000,000  shares of common stock at $.0001 par value.  During June,  2001, the
Company  raised $5,000  through the sale of 500,000  shares of its common stock.
During December, 2002, an additional $1,600 was contributed to the Company.


                                      F-4
<PAGE>


Item 2. Plan of Operation


         Talram  does not  currently  engage in any  business  activities  which
provide any cash flow.

         Talram may seek a business  combination in the form of firms which have
recently commenced  operations,  are developing  companies in need of additional
funds for expansion  into new products or markets,  are seeking to develop a new
product or service,  or are  established  businesses  which may be  experiencing
financial or operating  difficulties  and are in need of additional  capital.  A
business  combination  may involve the acquisition of, or merger with, a company
which  does not  need  substantial  additional  capital  but  which  desires  to
establish a public  trading  market for its shares,  while  avoiding what it may
deem to be adverse consequences of undertaking a public offering itself, such as
time delays, significant expense, and loss of voting control.

         Based upon  management's  experience  with and knowledge of blank check
companies, the probable desire on the part of the owners of target businesses to
assume voting control over Talram (to avoid tax consequences or to have complete
authority to manage the  business)  will almost  assure that Talram will combine
with  just  one  target   business.   Management  also   anticipates  that  upon
consummation  of a  business  combination,  there will be a change in control in
Talram which will most likely result in the  resignation  or removal of Talram's
present officers and directors.

        Investors should note that any merger or acquisition  effected by Talram
can be expected  to have a  significant  dilutive  effect on the  percentage  of
shares  held  by  Talram's  then-shareholders,   including  purchasers  in  this
offering.  On the  consummation of a business  combination,  the target business
will have significantly more assets than Talram; therefore,  management plans to
offer a  controlling  interest  in Talram to the target  business.  Talram  will
attempt to structure any  acquisition in a so-called  "tax-free"  reorganization
under Sections 368(a)(1) or 351 of the Internal Revenue Code of 1954, as amended
(the "Code").  In order to obtain  tax-free  treatment under the Code, it may be
necessary  for the  owners of the  acquired  business  to own 80% or more of the
voting stock of the surviving  entity. In such event, the shareholders of Talram
would retain less than 20% of the issued and outstanding shares of the surviving
entity, which would be likely to result in significant dilution in the equity of
such shareholders.

          Management  anticipates  that  it may  be  able  to  effect  only  one
potential business combination,  due primarily to Talram's limited financing. As
a result,  Talram will not be able to offset  potential  losses from one venture
against gains from another.

         The  analysis  of  business  combinations  will  be  undertaken  by the
officers,  directors and shareholders of Talram,  none of whom is a professional
business analyst. In analyzing  prospective  business  combinations,  management
will consider such matters as the available technical, financial, and managerial
resources;  working capital and other financial requirements;  prospects for the
future; nature of present and expected  competition;  the quality and experience
of management  services which may be available and the depth of that management;
the potential for growth or expansion;  the potential for profit;  the perceived
public  recognition or acceptance or products;  name  identification;  and other
relevant factors.

         Talram  does  not  intend  to raise  any  additional  capital  prior to
consummation of a business combination.

         In the three months  ended  September  30, 2003,  there was a change of
control in Talram. LR Investment Holding Ltd. purchased 470,000 shares of Talram
common stock from current shareholders.

                                       7
<PAGE>



                                   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.


                                   TALRAM CORPORATION


                                   By:  /S/ Joel Schonfeld
                                       Joel Schonfeld, President


Dated: March 1, 2004               /s/ Joel Schonfeld
                                   ------------------
                                   Joel Schonfeld, President, Director


Dated: March 1, 2004               /S/ Andrea I. Weinstein
                                   -----------------------
                                   Andrea I. Weinstein, Secretary, Director



Dated:  March 1, 2004              /s/ Noam Kenig
                                   --------------
                                   Noam Kenig, Director

                                       9