SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-QSB
 
 
 (X)
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
 OF THE
SECURITIES EXCHANGE ACT OF 1934
 
 For the
quarterly period ended March 31, 2005
 
 ( )
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 000-51121
 
 RAMTAL
CORPORATION
 (Exact
name of registrant as specified in its charter)
 
 Delaware
    90-0197414(State
      of Incorporation)
    (IRS
      Identification Number)
 
 
 80
Wall Street, Suite 815, New York, New York 10005
 (Address
of principal executive offices) (zip code)
 
 
 Registrant's
telephone number, including area code (212) 344-1600
 
 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.
 
 (1) Yes X   No    (2) 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.
 
 600,000-March
31, 2005
 
 
  
  RAMTAL,
INC.
 FORM
10-QSB
 March 31,
2005
 
 
 INDEX
 
 
 PART
      I - FINANCIAL INFORMATION
    PAGEItem
      1 - FINANCIAL STATEMENTS (UNAUDITED)
    3Balance
      Sheet -March
      31, 2005 and December 31, 2004Statements
      of Operations -Three
      Months Ended March 31, 2005Statements
      of Cash Flows -Three
      Months Ended March 31, 2005Notes
      to Financial Statements -Three
      Months Ended March 31, 20055Item
      2 - PLAN OF OPERATIONItem
      3 -CONTROLS
      AND PROCEDURES
    5PART
      II- OTHER INFORMATIONItem
      1 - LEGAL PROCEEDINGS
    5Item
      2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS
    5Item
      3 - DEFAULTS UPON SENIOR SECURITIES
    5Item
      4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    5Item
      5 - OTHER INFORMATION
    5Item
      6 - EXHIBITS
    6
 
  
 
 PART I --
FINANCIAL INFORMATION
 
 ITEM 1.
FINANCIAL STATEMENTS
 
 **RAMTAL,
INC.**
**(A
Development Stage Company)**
**Index
to Financial Statements**
****
PageFinancial
      Statements:Balance
      Sheets as of March 31, 2005 (unaudited)and
      December 31, 2004
    F-2Statements
      of Operations for the three months endedMarch
      31, 2005 and for the period September 7,2004
      (inception) to March 31, 2005 (unaudited)
    F-3Statements
      of Cash Flows for the three months endedMarch
      31, 2005 and for the period September 7,2004
      (inception) to March 31, 2005 (unaudited)
    F-4Notes
      to Financial Statements (unaudited)
    F-5

F-1

**RAMTAL,
      INC.****(A
      Development Stage Company)****Balance
      Sheets****March
      31,**
    
    
    **December
      31,****2005**
    
    
    **2004****(Unaudited)****Assets**Current
      assets:Cash
    
    $
    1,750
    
    $
    1,750Total current
      assets
    
    
    1,750
    
    
    1,750Other
      assets:Organization costs
    
    
    221
    
    
    233Total
      assets
    
    $
    1,971
    
    $
    1,983**Liabilities
      and Stockholders' Equity**Current
      liabilities:Accounts payable and accrued expenses
    
    $
    655
    
    $
    155Total current
      liabilities
    
    
    655
    
    
    155Other
      liabilities
    
    
    -
    
    
    -Total liabilities
    
    
    655
    
    
    155Stockholders'
      equity:Preferred stock, $.0001 par value;20,000,000 shares
      authorized, none issued
    
    
    -
    
    
    -Common stock, $.0001 par value; 30,000,000 sharesauthorized, 600,000
      shares issued and outstanding
    
    
    60
    
    
    60Additional paid-in capital
    
    
    2,940
    
    
    2,940Deficit accumulated during the development stage
    
    
    (1,684)
    
    
    (1,172)Total stockholders'
      equity
    
    
    1,316
    
    
    1,828Total
      liabilities and stockholders' equity
    
    $
    1,971
    
    $
    1,983See
      notes to financial statements.
 F-2
 **RAMTAL,
      INC.****(A
      Development Stage Company)****Statements
      of Operations****(Unaudited)****Cumulative
      During****the
      Development****Three
      Months**
    
    
    **Stage
      (September****Ended**
    
    
    **7,
      2004 to March****March
      31, 2005**
    
    
    **31,
      2005)**Revenues
    
    $
    -
    
    $
    -Expenses:General and administrative
    
    
    512
    
    
    1,684Total
      expenses
    
    
    512
    
    
    1,684Net
      loss
    
    $
    (512)
    
    $
    (1,684)Net
      loss per share, basic and diluted
    
    $
    (0.00)Weighted
      average number of commonshares outstanding, basic and diluted
    
    
    600,000See
      notes to financial statements.
 F-3
 **RAMTAL,
      INC.****(A
      Development Stage Company)****Statements
      of Cash Flows****(Unaudited)****Cumulative
      During****the
      Development****Three
      Months**
    
    
    **Stage
      (September****Ended**
    
    
    **7,
      2004 to March****March
      31, 2005**
    
    
    **31,
      2005)**Cash
      flows from operating activities:Net loss
    
    $
    (512)
    
    $
    (1,684)Amortization
      of organization costs
    
    
    12
    
    
    29Changes
      in operating assets and liabilities:Organization costs
    
    
    -
    
    
    (250)Accounts payable and accrued expenses
    
    
    500
    
    
    655Net cash used in operating activities
    
    
    -
    
    
    (1,250)Cash
      flows from investing activities
    
    
    -
    
    
    -Cash
      flows from financing activities:Proceeds from sales of common stock
    
    
    -
    
    
    3,000Net cash provided by financing activities
    
    
    -
    
    
    3,000Net
      increase in cash
    
    
    -
    
    
    1,750Cash,
      beginning of period
    
    
    1,750
    
    
    -Cash,
      end of period
    
    $
    1,750
    
    $
    1,750Supplemental
      disclosures of cash flow information:Interest paid
    
    $
    -
    
    $
    -Income
      taxes paid
    
    $
    -
    
    $
    -See
      notes to financial statements.
 F-4
  **RAMTAL,
INC.**
 **(A
Development Stage Company)**
 **Notes
to Financial Statements**
 **For
the Three Months Ended March 31, 2005**
 **and
for the Period September 7, 2004 (Inception)**
 **to
March 31, 2005 (Unaudited)**
 
 **NOTE
1 - INTERIM FINANCIAL STATEMENTS**
 
 The
unaudited financial statements as of March 31, 2005 and for the three months
ended March 31, 2005 have been prepared in accordance with accounting principles
generally accepted in the United States for interim financial information and
with instructions to Form 10-QSB. In the opinion of management, the unaudited
financial statements have been prepared on the same basis as the annual
financial statements and reflect all adjustments, which include only normal
recurring adjustments, necessary to present fairly the financial position as of
March 31, 2005 and the results of operations and cash flows for the three months
ended March 31, 2005. The financial data and other information disclosed in
these notes to the interim financial statements related to these periods are
unaudited. The results for the three month period ended March 31, 2005 are not
necessarily indicative of the results to be expected for any subsequent quarter
of the entire year ending December 31, 2005. The balance sheet at December 31,
2004 has been derived from the audited financial statements at that
date.
 
 Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States have been condensed or omitted pursuant to the Securities and
Exchange Commission’s rules and regulations. These unaudited financial
statements should be read in conjunction with our audited financial statements
and notes thereto for the period September 7, 2004 to December 31, 2004 as
included in our report on Form 10-SB.
 
 **NOTE
2 - ORGANIZATION**
 
 Ramtal,
Inc. (“Ramtal” or the “Company”) was incorporated in the State of New York on
September 7, 2004. The Company is a “blank check” company that plans to look for
a suitable business to merge with or acquire.
 
 **NOTE
3 - INCOME TAXES**
 
 No
provision for income taxes has been recorded since the Company has incurred
losses since inception.
 
 At March
31, 2005, deferred tax assets consist of:
 
 Net
      operating loss carryforward
    $
    573Less
      valuation allowance
    
    _
      (573)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 $573 attributable to the
future utilization of $1,684 of the net operating loss carryforward as of March
31, 2005 will be realized. Accordingly, the Company has provided a 100%
allowance against the deferred tax asset in the financial statements at March
31, 2005. The Company will continue to review this valuation allowance and make
adjustments as appropriate. The net operating loss carryforward expires in years
2024 and 2025 in the amounts of $1,172 and $512, respectively.
 
 Current
tax laws limit the amount of loss available to be offset against future taxable
income when a substantial change in ownership occurs. Therefore, the amount
available to offset future taxable income may be limited.
 
 **NOTE
4 - RELATED PARTY TRANSACTIONS**
 
 The
Company has been using as its office the office of its law firm (and owner of
50% of Ramtal outstanding common stock) at no cost to the Company. Although
there is no agreement between the parties, management expects this arrangement
to continue until a business combination is effected.
 
 The
Company has been provided legal services by its law firm (and owner of 50% of
Ramtal outstanding common stock) at no cost to the Company.
  F-5
 3
 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.
 
 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.
 
 
 4
 Item 3.
CONTROLS AND PROCEDURES
 
 Ramtal
maintains disclosure controls and procedures that are designed to ensure that
information required to be disclosed in Ramtal’s Exchange Act reports is
recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms, and that such information is accumulated and
communicated to our management, including the Chief Executive Officer and
Principal Financial Officer, to allow timely decisions regarding required
disclosure.  Management necessarily applied its judgment in assessing the
costs and benefits of such controls and procedures which, by their nature, can
provide only reasonable assurance regarding management’s control objectives.
 Management, including our Chief Executive Officer and Chief Financial
Officer, concluded that our disclosure controls and procedures are effective in
reaching the level of reasonable assurance regarding management’s control
objectives.
 
 Ramtal
has carried out an evaluation, under the supervision and with the participation
of Ramtal’s management, including Ramtal’s Chief Executive Officer and Principal
Financial Officer, of the effectiveness of the design and operation of Ramtal’s
disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b).
 Based upon the foregoing, as of March 31, 2005, our Chief Executive
Officer and Chief Financial Officer, concluded that our disclosure controls and
procedures are effective in timely alerting them to material information
relating to Ramtal required to be included in Ramtal’s Exchange Act reports.
There has been no change during Ramtal’s fiscal quarter ended March 31, 2005 in
our internal control over financial reporting that was identified in connection
with the foregoing evaluation which has materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.
 
 
 PART II -
OTHER INFORMATION
 
 Item 1. LEGAL
PROCEEDINGS
 
 None
 
 Item 2. UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
 None
 
 Item 3. DEFAULTS
UPON SENIOR SECURITIES
 
 None
 
 Item 4. SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 None
 
 Item 5. OTHER
INFORMATION
 
 None
 
 5
 Item 6. EXHIBITS
 
 (a)  Exhibits
 
 Exhibit
      No.
    Description31.1
    Certification
      of HOMI’s Chief Executive Officer pursuant to Rule13a- 14(a) of the
      Securities Exchange Act of 193431.2
    Certification
      of HOMI’s Chief Financial Officer pursuant to Rule13a- 14(a) of the
      Securities Exchange Act of 193432.1
    Certification
      of HOMI’s Chief Executive Officer required by Rule 13a-14(b) under the
      Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18
      the United States Code (18 U.S.C. 1350)32.2
    Certification
      of HOMI’s Chief Financial Officer required by Rule 13a-14(b) under the
      Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18
      the United States Code (18 U.S.C. 1350)
 
  
  
 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.
 
 
 RAMTAL
      INVESTMENT HOLDING CO., INC.By:
      /s/ Joel SchonfeldJoel
      Schonfeld, President, DirectorDated:
      05/19/2005