SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-KSB/A


                  Annual Report Pursuant to Section 13 or 15(d)
                   of the Securities and Exchange Act of 1934

For the fiscal year ended December 31, 2002.
                          ------------------

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, Suite 815 New York, NY                      10005
--------------------------------------                  -------------
(Address of principal executive offices)                  (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  $.001 par value
common stock


         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
          -- -----

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained,  to the best of  registrant's  knowledge,  in definitive  proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.

         State issuer's revenues for its most recent fiscal year.   0
                                                                   ----

         The aggregate  market value of the voting stock held by  non-affiliates
of the registrant is $0.

         As of  December  31,  2003 there were  500,000  shares of the  issuer's
common stock, $.0001 par value per share, issued and outstanding.


<PAGE>

                               TALRAM CORPORATION
                                     10-KSB/A
                                December 31, 2002

                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS

         Talram  Corporation  was  organized  under  the  laws of the  State  of
Delaware  on May 1,  2001.  Talram  was formed as a vehicle to pursue a Business
Combination.  Since inception,  the primary activity of Talram has been directed
to organizational efforts,  obtaining initial financing, and efforts intended to
identify possible Business Combinations.

         In June 2001,  Talram  sold  500,000  shares to two persons at $.01 per
share. In September  2003, a third party  purchased  470,000 of these issued and
outstanding shares from the two shareholders.

         Talram was organized  for the purposes of creating a corporate  vehicle
to seek, investigate and, if such investigation  warrants,  engaging in business
combinations presented to it by persons or firms who or which desire to seek the
perceived advantages of publicly-held corporation.  Talram 's principal business
objective  is to seek  long-term  growth  potential  in a  business  combination
venture  rather  than to seek  immediate,  short-term  earnings.  Talram has not
restricted  its  search  to any  specific  business,  industry  or  geographical
location.

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

         Although Talram is subject to regulation under the Securities  Exchange
Act of 1934,  management  believes Talram is not subject to regulation under the
Investment  Company Act of 1940. The regulatory scope of the Investment  Company
Act of 1940, as amended,  was enacted  principally for the purpose of regulatory
vehicles for pooled  investments in securities,  extends  generally to companies
primarily in the business of investing,  reinvesting, owning, holding or trading
securities.  The  Investment  Company  Act may,  however,  also be  deemed to be
applicable  to a  Company  which  does  not  intend  to be  characterized  as an
investment company but which,  nevertheless,  engages in activities which may be
deemed to be within the  definition  of the scope of certain  provisions  of the
Investment  Company Act. Talram believes that its principal  activities will not
subject it to regulation under the Investment Company Act.  Nevertheless,  there
can be no assurances that Talram will not be deemed to be an Investment Company.
In the event Talram is deemed to be an Investment Company, Talram may be subject
to certain restrictions relating to Talram's activities,  including restrictions
on the nature of its  investments  and the  issuance of  securities.  Talram has
obtained no formal  determination from the Securities and Exchange Commission as
to the status of Talram under the Investment Company Act of 1940.

         Talram presently has no employees.

                                       3
<PAGE>

         Talram has not yet begun to look for a merger candidate.

         Talram  intends to structure  any future  merger in such a manner as to
minimize federal and state tax consequences to Talram and any target company.


ITEM 2.  PROPERTIES

         Talram is presently using the offices of Schonfeld & Weinstein, L.L.P.,
counsel  to Talram,  and one of its  shareholders  as its  office.  Schonfeld  &
Weinstein,  L.L.P. does not charge Talram for this service.  Such arrangement is
expected to continue until a business combination is effected.

         Talram  currently  owns no  equipment,  and does not  intend to own any
prior to engaging in a business combination.


ITEM 3.  LEGAL PROCEEDINGS

         Talram  is not  presently  a  party  to  any  litigation,  nor,  to the
knowledge of management,  is any litigation  threatened against Talram which may
materially affect Talram.


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

         There  were no  shareholders  meetings  in the  fourth  quarter of this
fiscal year.


                                     PART II


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS

         There is no public  trading market for Talram's  common  shares.  As of
December 31, 2002,  there were 500,000 shares of common stock  outstanding.  The
par value per share is $.0001.  Talram has not paid any  dividends on its common
stock in the past, nor does it foresee paying dividends in the near future.

         There are a total of two holders of the Company's common shares and the
Company does not have any equity compensation plans.

                                       4
<PAGE>



ITEM 6.  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,  loss of voting control and compliance  with
various Federal and State securities laws.

         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.

         Upon 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 the  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 controlling  shareholders of Talram,  none of whom is a
professional business analyst. In analyzing  prospective business  combinations,
management  considered 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.


                                       5
<PAGE>



         Talram  management  believes  that the  securities  to be issued in any
merger  will be  issued  in  reliance  on  exemptions  from  registration  under
applicable federal and state securities laws and that the terms of a merger will
be based  upon the  respective  needs  and  desires  of  Talram  and the  merger
candidate and relative negotiating strength of Talram and such other management.

ITEM 8-A.  CONTROLS AND PROCEDURES

         Talram's executive and principal financial officers have concluded that
Talram's  disclosure  controls  and  procedures  as of  December  31,  2002  are
effective.


                                    PART III


ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

         The  officers  and  directors  of  Talram,   and  further   information
concerning them are as follows:

Name(1)                                 Age                Position
-------                                 ---                --------

Joel Schonfeld                          69                 President, Director

Andrea I. Weinstein                     39                 Secretary, Director

Noam Kenig                              27                 Director
--------------------

BIOGRAPHY

Joel Schonfeld has been President and a director of Talram Corporation since its
incorporation.  Since  1996,  Mr.  Schonfeld  has been a  partner  in the law of
Schonfeld  &  Weinstein,  L.L.P.  He is a  graduate  of Adelphi  University  and
Brooklyn Law School.

Andrea I.  Weinstein  has been  secretary  and a director of Talram  Corporation
since its  inception.  Since 1996,  Ms.  Weinstein has been a partner in the law
firm of Schonfeld & Weinstein,  L.L.P. She is a graduate of the State University
of New York at Albany and Columbia Law School.

Noam Kenig has been a director of Talram since its  inception.  Since 2001,  Mr.
Kenig has been a  full-time  student.  Between  1999 and 2001,  Mr.  Kenig was a
project  manager at EZMedia in New York City.  Mr.  Kenig is a graduate of Sivan
College in Ra'anna, Israel.



                                       6
<PAGE>



         The following persons are officers,  directors and/or beneficial owners
of 10% or more of Talram's  common  stock that have not filed on a timely  basis
reports required by Section 16(a) of the Securities  Exchange Act of 1934 during
prior fiscal years.


<TABLE>
<CAPTION>
------------------------------ ----------------------- ------------------------------- -------------------------
                                                       Number of transactions not
Name                           Number of late reports  filed on timely basis           Failure to file form
------------------------------ ----------------------- ------------------------------- -------------------------
<S>                                         <C>                      <C>                          <C>
Joel Schonfeld                              0                        0                            1
------------------------------ ----------------------- ------------------------------- -------------------------
Andrea I. Weinstein                         0                        0                            1
------------------------------ ----------------------- ------------------------------- -------------------------
Adagio Trading Ltd.                         0                        0                            1
------------------------------ ----------------------- ------------------------------- -------------------------
Noam Kenig                                  0                        0                            1
------------------------------ ----------------------- ------------------------------- -------------------------
</TABLE>

         Talram  has  adopted a code of ethics  that  applies  to its  principal
executive  officers,   principal  financial  officer  and  principal  accounting
officer.  Talram will provide any person without charge, upon request, a copy of
such code of ethics and explain the manner in which such request may be made.

         Talram does not have a separately  designated standing audit committee.
The entire board of directors acts as its audit committee.  Talram does not have
an audit committee "financial expert" as define in Item 401(e) of Regulation S-B
because  it does  not  have the  necessary  funds  required  to  attract  such a
financial expert to serve on its board.


ITEM 10.  EXECUTIVE COMPENSATION

         No officer or director  of Talram has  received  any cash  remuneration
since Talram's  inception,  and none received or accrued any  remuneration  from
Talram at the completion of the initial public offering.  No remuneration of any
nature has been paid for or on account of  services  rendered  by a director  in
such  capacity.  None of the officers and directors  intends to devote more than
twenty hours per month to Talram's affairs.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

         The  following  table  sets forth  certain  information  regarding  the
beneficial  ownership  of Talram's  Common  Stock as of December 31, 2002 by (i)
each person who is known by Talram to own beneficially  more than 5% of Talram's
outstanding  Common Stock;  (ii) each of Talram's  officers and  directors;  and
(iii) all  directors  and  officers of Talram as a group.  It also  includes the
percent to be owned before and after Talram's initial public offering.


                                       7
<PAGE>



NAME/ADDRESS                                 SHARES OF
BENEFICIAL                                  COMMON STOCK           PERCENT OF
OWNER1                                      BENEFICIALLY OWNED     CLASS OWNED
-------------------------------------------------------------------------------
Joel Schonfeld                             0(2)                       0%
c/o Schonfeld & Weinstein, L.L.P.
80 Wall Street
New York, NY 10005

Andrea I. Weinstein                        0(2)                       0%
c/o Schonfeld & Weinstein, L.L.P.
80 Wall Street
New York, NY 10005

Adagio Trading Ltd.                        500,000                    50%
c/o Schonfeld & Weinstein, L.L.P.
80 Wall Street
New York, NY 10005

Schonfeld & Weinstein, L.L.P.              500,000(2)                 50%
80 Wall Street
Suite 815
New York, NY 10005

Noam Kenig                                 0                          0%
c/o Schonfeld & Weinstein, L.L.P.
80 Wall Street
New York, NY 10005

Total Officers
and Directors (3 Persons)                  0                          0%

Total                                      500,000                    100%
-------------

(1)    Each  shareholder  has sole voting and  investment  power with respect to
       his/her shares.

(2)    The  beneficial  owners of these shares are Joel  Schonfeld and Andrea I.
       Weinstein.  Joel  Schonfeld  is President  and a director of Talram,  and
       Andrea I. Weinstein is secretary and a director.

Joel Schonfeld,  Andrea I. Weinstein and Noam Kenig may be deemed "Promoters" of
Talram, as that term is defined under the Securities Act of 1933.



                                       8
<PAGE>



ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         There are no  relationships  or  transactions  required to be disclosed
under this Item.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

         Talram filed a Form 8-K on March 2, 2004.

                                        9

<PAGE>


                               TALRAM CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          INDEX TO FINANCIAL STATEMENTS


                                                                            Page

Report of Independent Auditor                                                F-2

Financial Statements:

   Balance Sheets                                                            F-3

   Statements of Operations                                                  F-4

   Statements of Changes in Stockholders' Equity                             F-5

   Statements of Cash Flows                                                  F-6

   Notes to Financial Statements                                             F-7



                                      F-1

<PAGE>


                          REPORT OF INDEPENDENT AUDITOR

To the Board of Directors and Stockholders of
Talram Corporation

I have audited the accompanying balance sheets of Talram Corporation (the
Company), a development stage company, as of December 31, 2002 and December 31,
2001, and the related statements of operations, changes in stockholders' equity,
and cash flows for the year ended December 31, 2002, for the period May 1, 2001
(date of inception) to December 31, 2001, and for the period May 1, 2001 (date
of inception) to December 31, 2002. These financial statements are the
responsibility of Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.

I conducted my audit in accordance with auditing standards generally accepted in
the United States. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. I believe that my audit provides a reasonable basis for my
opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Talram Corporation, a development
stage company, as of December 31, 2002 and December 31, 2001, and the results of
its operations and its cash flows for the year ended December 31, 2002, for the
period May 1, 2001 (date of inception) to December 31, 2001, and for the period
May 1, 2001 (date of inception) to December 31, 2002 in conformity with
accounting principles generally accepted in the United States.


                                                  /s/ Michael T. Studer CPA P.C.
                                                  ------------------------------

Freeport, New York
March 17, 2004


                                      F-2
<PAGE>


                               TALRAM CORPORATION
                          (A Development Stage Company)
                                 Balance Sheets

<TABLE>
<CAPTION>
                                                                  DECEMBER 31,
                                                             ---------------------
                                                               2002          2001
                                                             -------       -------
<S>                                                          <C>           <C>
ASSETS

Current assets:
   Cash                                                      $ 1,282       $ 3,368
                                                             -------       -------

      Total current assets                                     1,282         3,368

Other assets                                                      --            --
                                                             -------       -------

Total assets                                                 $ 1,282       $ 3,368
                                                             =======       =======

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable and accrued expenses                     $ 1,100       $   750
                                                             -------       -------

      Total current liabilities                                1,100           750

Other liabilities                                                 --            --
                                                             -------       -------

   Total liabilities                                           1,100           750
                                                             -------       -------

Stockholders' equity:
   Preferred stock, $.0001 par value;
      1,000,000 shares authorized, none issued                    --            --
   Common stock, $.0001 par value; 20,000,000 shares
      authorized, 500,000 shares issued and outstanding           50            50
   Additional paid-in capital                                  6,550         4,950
   Deficit accumulated during the development stage           (6,418)       (2,382)
                                                             -------       -------

      Total stockholders' equity                                 182         2,618
                                                             -------       -------

Total liabilities and stockholders' equity                   $ 1,282       $ 3,368
                                                             =======       =======
</TABLE>

See notes to financial statements.


                                      F-3
<PAGE>


                               TALRAM CORPORATION
                          (A Development Stage Company)
                            Statements of Operations

<TABLE>
<CAPTION>
                                                               PERIOD     CUMULATIVE DURING
                                             YEAR ENDED      MAY 1, 2001  CUMULATIVE DURING
                                            DECEMBER 31,   TO DECEMBER 31, (MAY 1, 2001 TO
                                                2002            2001      DECEMBER 31, 2002)
                                              ---------       ---------   ------------------
<S>                                           <C>             <C>         <C>
Revenues                                      $      --       $      --       $      --
                                              ---------       ---------       ---------

Expenses:
   General and administrative                     4,047           2,410           6,457
                                              ---------       ---------       ---------

      Total expenses                              4,047           2,410           6,457
                                              ---------       ---------       ---------

Loss from operations                             (4,047)         (2,410)         (6,457)

Interest income                                      11              28              39
                                              ---------       ---------       ---------

Net loss                                      $  (4,036)      $  (2,382)      $  (6,418)
                                              =========       =========       =========

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

Weighted average number of common
   shares outstanding, basic and diluted        500,000         375,000         450,000
                                              =========       =========       =========
</TABLE>


See notes to financial statements.


                                      F-4
<PAGE>


                               TALRAM CORPORATION
                          (A Development Stage Company)
                  Statements of Changes in Stockholders' Equity

<TABLE>
<CAPTION>
                                                                                     DEFICIT
                                                                                   ACCUMULATED
                                               COMMON STOCK           ADDITIONAL    DURING THE    TOTAL
                                             --------------------      PAID-IN     DEVELOPMENT STOCKHOLDERS'
                                             SHARES        AMOUNT      CAPITAL       STAGE        EQUITY
                                             -------      -------      -------      -------       -------
<S>                                          <C>          <C>         <C>          <C>          <C>
Sale of common stock to two
   corporations owned by the three
    directors of the Company at a
   price of $.01 per share in June 2001      500,000      $    50      $ 4,950      $    --       $ 5,000

Net loss                                          --           --           --       (2,382)       (2,382)
                                             -------      -------      -------      -------       -------

Balances, December 31, 2001                  500,000           50        4,950       (2,382)        2,618

Contribution of capital by
   corporation owned by one of the
   Company's directors
   in December 2002                               --           --        1,600           --         1,600

Net loss                                          --           --           --       (4,036)       (4,036)
                                             -------      -------      -------      -------       -------

Balances, December 31, 2002                  500,000      $    50      $ 6,550      $(6,418)      $   182
                                             =======      =======      =======      =======       =======
</TABLE>


See notes to financial statements.


                                      F-5
<PAGE>


                               TALRAM CORPORATION
                          (A Development Stage Company)
                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                       PERIOD           CUMULATIVE DURING
                                                       YEAR ENDED    MAY 1, 2001      THE DEVELOPMENT STAGE
                                                      DECEMBER 31,  TO DECEMBER 31,      (MAY 1, 2001 TO
                                                          2002          2001            DECEMBER 31, 2002)
                                                        -------        -------          ------------------
<S>                                                     <C>            <C>              <C>
Cash flows from operating activities:
   Net loss                                             $(4,036)       $(2,382)             $(6,418)
   Changes in assets and liabilities:
      Accounts payable and accrued expenses                 350            750                1,100
                                                        -------        -------              -------

         Net cash used for operating activities          (3,686)        (1,632)              (5,318)
                                                        -------        -------              -------

Cash flows from investing activities                         --             --                   --
                                                        -------        -------              -------

Cash flows from financing activities:
   Sales of common stock                                     --          5,000                5,000
   Additional capital contributions                       1,600             --                1,600
                                                        -------        -------              -------

   Net cash provided by  financing activities             1,600          5,000                6,600
                                                        -------        -------              -------

Net increase (decrease) in cash                          (2,086)         3,368                1,282

Cash, beginning of period                                 3,368             --                   --
                                                        -------        -------              -------

Cash, end of period                                     $ 1,282        $ 3,368              $ 1,282
                                                        =======        =======              =======

Supplemental disclosures of cash flow information:
   Interest paid                                        $    --        $    --              $    --
                                                        -------        -------              -------

   Income taxes paid                                    $    --        $    --              $    --
                                                        -------        -------              -------
</TABLE>


See notes to financial statements.


                                      F-6
<PAGE>


                               TALRAM CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE YEAR ENDED DECEMBER 31, 2002, FOR THE PERIOD
                      MAY 1, 2001 TO DECEMBER 31, 2001, AND
                 FOR THE PERIOD MAY 1, 2001 (DATE OF INCEPTION)
                              TO DECEMBER 31, 2002


NOTE 1 - ORGANIZATION

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 has been presented as a "development stage
enterprise" in accordance with Statement of Financial Accounting Standards
("SFAS") No.7, "Accounting and Reporting by Development Stage Enterprises".
Since inception, the Company's activities have been limited to organizational
efforts, obtaining initial financing, and efforts intended to identify possible
business combinations.

Use of estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires
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 revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

Fair value of financial instruments - The Company's financial instruments
consist of cash and accounts payable and accrued expenses, which approximate
fair value because of their short maturity.

Income taxes - The Company follows SFAS No. 109, "Accounting for Income Taxes",
which requires recognition of deferred tax assets and liabilities for the
expected future tax consequences of events that have been included in the
financial statements or tax returns. Under this method, deferred tax assets and
liabilities are based on the differences between the financial statements and
tax bases of assets and liabilities using enacted tax rates in effect for the
year in which the differences are expected to reverse.

Net loss per common share - Basic and diluted net loss per common share has been
calculated based upon the weighted average number of common shares outstanding.


                                       F-7

<PAGE>


                               TALRAM CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE YEAR ENDED DECEMBER 31, 2002, FOR THE PERIOD
                      MAY 1, 2001 TO DECEMBER 31, 2001, AND
                 FOR THE PERIOD MAY 1, 2001 (DATE OF INCEPTION)
                              TO DECEMBER 31, 2002


NOTE 3 - STOCKHOLDERS' EQUITY

In June 2001, the Company sold 500,000 shares of its common stock at a price of
$.01 per share, or $5,000 total. 250,000 shares were sold to a corporation owned
by one of the Company's directors; the other 250,000 shares were sold to a
professional corporation owned by the other two Company directors. In September
2003, a third party corporation purchased 470,000 of these 500,000 issued and
outstanding shares from the two shareholders.

In December 2002, the Company received a $1,600 capital contribution from the
corporation owned by one of the Company's directors.

NOTE 4 - INCOME TAXES

No provisions for income taxes have been recorded since the Company has incurred
losses since inception.

At December 31, 2002, deferred tax assets consist of:

   Net operating loss carryforwards                  $  2,182
   Less valuation allowance                            (2,182)
                                                     --------

   Net                                               $     --
                                                     ========


Based on management `s present assessment, the Company has not yet determined it
to be more likely than not that a deferred tax asset of $2,182 attributable to
the future utilization of $6,418 of net operating loss carryforwards as of
December 31, 2002 will be realized. Accordingly, the Company has provided a 100%
allowance against the deferred tax asset in the financial statements at December
31, 2002. The Company will continue to review this valuation allowance and make
adjustments as appropriate. The net operating loss carryforwards expire $2,382
in 2021 and $4,036 in 2022.

NOTE 5 - RELATED PARTY TRANSACTIONS

The Company has been using the offices of a professional corporation, which is
owned by the two Company officers and is counsel to the Company, as its office.
The professional corporation does not charge the Company for this service;
management expects this arrangement to continue until a business combination is
effected.



                                       F-8

<PAGE>


                                   SIGNATURES

         In accordance  with Section 13 or 15(d) 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 18, 2004

         In accordance with the Securities  Exchange Act of 1934 this report has
been signed below by the following  persons on behalf of the  registrant  and in
the capacities and on the dates indicated.



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

Dated:  March 18, 2004
                                                               *  *  *
By:  /s/ Andrea I. Weinstein
     -----------------------------------------
     Andrea I. Weinstein, Secretary, Director

Dated:  March 18, 2004
                                                               *  *  *
By:  /s/ Noam Kenig
     ---------------------------
     Noam Kenig, Director

Dated:  March 18, 2004

                                                               *  *  *

         Supplemental Information to be Furnished with Reports Filed Pursuant to
Section 15(d) of the Act by  Registrants  Which Have Not  Registered  Securities
Pursuant to Section 12 of the Act.

         No annual report or proxy material has been sent to security holders.

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