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
September 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
Common Stock, Outstanding at September 30, 2002
par value $0.0001 500,000
PART I -- FINANCIAL INFORMATION
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.
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TALRAM CORPORATION
(A Development Stage Company)
BALANCE SHEETS
ASSETS
September December 31,
2002 2001
---- ----
(unaudited)
Cash .................................................... $ 272 $ 3,368
------- -------
TOTAL ASSETS .................................. $ 272 $ 3,368
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued expenses ........................................ $ 1,600 $ 750
------- -------
TOTAL LIABILITIES ............................. 1,600 750
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 ............................ 4,950 4,950
Accumulated deficit ................................... (6,328) (2,382)
------- -------
Total Stockholders' Equity .............................. (1,328) 2,618
------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 272 $ 3,368
======= =======
The accompanying notes are an integral part of these financial statements.
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TALRAM CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the period For the period
May 1, 2001 May 1, 2001
For the nine (Date of For the three For the three (Date of
months ended Inception) to months ended months ended Inception) to
September 30 September 30, September 30, September 30, September 30,
2002 2001 2002 2001 2002
---- ---- ---- ---- ----
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
Revenues: .............................. $ -- $ -- $ -- $ -- $ --
--------- --------- --------- --------- ---------
Total Revenues ............... -- -- -- -- --
Expenses:
General and administrative ........... 3,956 1,615 1,392 1,000 6,366
--------- --------- --------- --------- ---------
Total Expenses ............... 3,956 1,615 1,392 1,000 6,366
--------- --------- --------- --------- ---------
Loss from operations ................... (3,956) (1,615) (1,392) (1,000) (6,366)
Other income
Interest income ...................... 10 18 1 13 38
--------- --------- --------- --------- ---------
Net loss ............................... $ (3,946) $ (1,597) $ (1,391) $ (987) (6,328)
========= ========= ========= ========= =========
Per Share Amounts:
Net loss per common share outstanding,
basic and fully diluted ............ $ (0.01) $ (0.00) $ (0.00) $ (0.00)
========= ========= ========= =========
Weighted average shares outstanding .. 500,000 500,000 500,000 500,000
========= ========= ========= =========
The accompanying notes are an integral part of these financial statements.
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TALRAM CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the period
For the period May 1, 2001
For the nine May 1, 2001 (Date of
months ended to Inception) to
September 30, September 30, September 30,
2002 2001 2002
---- ---- ----
(unaudited) (unaudited) (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ................................... $(3,946) $(1,597) $(6,328)
Changes in operating assets and liabilities:
Increase (decrease) in accrued expenses .. 850 1,000 1,600
------- ------- -------
Total adjustments ................ 850 1,000 1,600
NET CASH USED BY OPERATING ACTIVITIES ...... (3,096) (597) (4,728)
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of common stock ..................... -- 5,000 5,000
------- ------- -------
CASH PROVIDED BY FINANCING ACTIVITIES ...... -- 5,000 5,000
------- ------- -------
NET INCREASE (DECREASE) IN CASH ............ (3,096) 4,403 272
CASH
Beginning of period ...................... 3,368 -- --
------- ------- -------
End of period ............................ $ 272 $ 4,403 $ 272
======= ======= =======
The accompanying notes are an integral part of these financial statements.
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NOTES TO FINANCIAL STATEMENTS
(Amounts and disclosures at and for the three and nine months ended September
30, 2002 and the period May 1, 2001 (Date of Inception) to 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 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 amounts 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 September 30,
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.
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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.
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.
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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: November 8, 2002
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