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 March 31, 2003
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Commission File Number 000-49630
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TALRAM CORPORATION
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(Name of Small Business Issuer in Its Charter)
Delaware 13-4168913
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(State of Incorporation) (IRS Identification Number)
80 Wall Street, New York, New York 10005
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(Address of principal executive offices) (Zip Code)
(212) 344-1600
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(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
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As of March 31, 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
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TALRAM CORPORATION
FORM 10-QSB
March 31, 2003
INDEX
PAGE
PART 1 - FINANCIAL INFORMATION
Item 1 - FINANCIAL STATEMENTS (UNAUDITED)
Balance Sheet -
December 31, 2002 and March 31, 2003
Statements of Operations
Three Months Ended March 31, 2003 and 2002
Statements of Cash Flows
Three Months Ended March 31, 2003 and 2002
Item 2 - PLAN OF OPERATION
PART II- OTHER INFORMATION
TALRAM CORPORATION
FORM 10-QSB
MARCH 31, 2003
Item 1 - Financial Statements (Unaudited)
TALRAM CORPORATION
(A Development Stage Company)
BALANCE SHEETS
ASSETS
March 31, 2003 December 31, 2002
(Unaudited)
Cash $ 140 $ 1,282
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TOTAL ASSETS $ 140 $ 1,282
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LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued Expenses $ 1,100 $ 1,100
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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 (7,560) (6,418)
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Total Stockholders' Equity (960) 182
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 140 $ 1,282
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See notes to the financial statements
F-1
TALRAM CORPORATION
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
For the Period
May 1, 2001
For the three For the three (Date of
months ended months ended Incorporation) to
March 31, March 31, March 31,
2003 2002 2003
Revenues: $ -- $ -- $ --
----------------------------- ---------------------- ----------------------
TOTAL REVENUES -- -- --
Expenses:
General and administrative 1,143 1,449 7,690
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Total Expenses 1,143 1,449 7,690
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Loss From Operations (1,143) (1,449) (7,690)
Other Income
Interest Income 1 6 40
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Net Loss $ (1,142) $ (1,443) $ (7,650)
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Per Share Amounts:
Net loss per common share
outstanding, basic and diluted $ (0.00) $ (0.00)
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Weighted Average Shares Outstanding 500,000 500,000
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See notes to the financial statements
F-2
TALRAM CORPORATION
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
From
May 1, 2001
For the For the (date of
three months three months incorporation)
ended ended to
March 31, March 31, March 31,
2003 2002 2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,142) $ (1,443) $ (7,560)
Item not affecting cash flow from operations:
Accrued Expenses -- (250) 1,100
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NET CASH USED BY OPERATING ACTIVITIES (1,142) (1,693) (6,460)
CASH FLOWS FROM INVESTING ACTIVITY: -- -- --
CASH FLOWS FROM FINANCING ACTIVITY:
Sales of Common Stock -- -- 5,000
Additional Capital Contributions -- -- 1,600
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CASH PROVIDED BY FINANCING ACTIVITIES -- -- 6,600
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NET CHANGE IN CASH BALANCES (1,142) (1,693) 140
CASH BALANCE, beginning of the period 1,282 3,368 --
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CASH BALANCE, end of the period $ 140 $ 1,675 $ 140
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest $ -- $ -- $ --
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Cash paid for income taxes $ -- $ -- $ --
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See notes to the financial statements
F-3
TALRAM CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Amounts and disclosures at and for the three months ended March 31, 2003
and March 31, 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
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.
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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
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Joel Schonfeld, President, Director
Dated: March 1, 2004 /S/ Andrea I.
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Weinstein Andrea I. Weinstein, Secretary, Director
Dated: March 1, 2004 /s/ Noam Kenig
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Noam Kenig, Director
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