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
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
TALRAM CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS
June 30 December 31,
2002 2001
(unaudited)
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
======= =======
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
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)
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)
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.
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TALRAM CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
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)
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)
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
======================
The accompanying notes are an integral part of these financial statements.
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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.
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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.
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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: August 16, 2002
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