SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

- --------------------------------------------------------------------------------

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                                 March 18, 2004
- --------------------------------------------------------------------------------
                Date of Report (Date of earliest event reported)


                               TALRAM CORPORATION
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


         Delaware                      000-49630                   13-4168913
(State or Other Jurisdiction of      Commission File          (I.R.S. Employer
Incorporation or Organization)           Number              Identification No.)


80 Wall Street, Suite 815, New York, New York 10005                    08701
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                             (Zip Code)


                                  212-344-1600
                                  ------------
               Registrant's telephone number, including area code



- --------------------------------------------------------------------------------
          (Former Name or former Address, if Changed Since Last Report)




Item 4- Changes in Registrant's Certifying Accountant

      (a)   Resignation of Randall S. Newman, Certified Public Accountant

            (i)   On March 15, 2004,  Randall S. Newman  resigned as independent
                  public accountant of Talram Corporation.

            (ii)  The  resignation was accepted by the Board of Directors of the
                  Company.

            (iii) During  Talram's  most recent  fiscal year ended  December 31,
                  2003,  and interim  periods  subsequent  to December 31, 2003,
                  there have been no  disagreements  with  Randall S.  Newman on
                  matters  of  accounting  principles  or  practices,  financial
                  statement  disclosure or auditing scope or procedure which, if
                  not  resolved to the  satisfaction  of Randall S. Newman would
                  have caused Randall Newman to make reference to such matter in
                  connection with its report.

            (iv)  During  Talram's  most recent  fiscal year ended  December 31,
                  2003,  there has been no  reportable  events  (as  defined  in
                  Regulation S-K Item 304 (a) (1).

            (v)   Randall S. Newman reports on the financial  statements for the
                  past two years  contained no adverse  opinion or disclaimer of
                  opinion and were not qualified or modified as to  uncertainty,
                  audit scope or accounting principles.

      Talram  Corporation  has  furnished  Randall S.  Newman with a copy of the
foregoing disclosure and requested Randall S. Newman to furnish it with a letter
addressed to the Securities and Exchange  Commission  stating  whether or not it
agrees with the foregoing statements.  A copy of the letter of Randall S. Newman
to the Securities and Exchange  Commission,  dated March 18, 2004 is attached as
an exhibit hereto.

      (b)   Hiring of Michael T. Studor, CPA, PC

      On March 15, 2004 the Audit  Committee of the Board of Directors of Talram
Corporation recommended the engagement of Michael T. Studor, CPA, PC as Talram's
independent public accountants for its fiscal years ending December 31, 2003 and
2002. This decision was approved by the Board of Directors and finalized between
Talram  Corporation  and Michael T.  Studor,  CPA,  PC on the same date.  During
Talram  Corporation's  fiscal year ended  December 31, 2001,  and interim period
subsequent  to December 31, 2001,  Talram  Corporation  has not  consulted  with
Michael T. Studor,  CPA, PC on items  regarding  either (1) the  application  of
accounting principles to a specified transaction,  either completed or proposed;
(2)  the  type  of  audit  opinion  that  might  be  rendered  on the  financial
statements;  or (3) the subject matter of any  disagreement  (as defined in Item
304 (a) (1)(iv) or Regulation  S-K) or reportable  event (as defined in Item 304
(a) (1)(v) or Regulation S-K) with Talram Corporation's former auditor.


                                       2



ITEM 7. EXHIBITS

EXHIBIT
NUMBER            DESCRIPTION
- ------            -----------

16                Letter from Randall Newman, Certified Public Accountant to the
                  Securities and Exchange Commission, dated March 18, 2004.



                                       3




      Pursuant to the  requirements  of the Securities  Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned, hereto duly authorized.


March 18, 2004                      Talram Corporation

                                    By /s/ Joel Schonfeld
                                       --------------------------------------
                                    Name:  Joel Schonfeld
                                    Title:  President and Chief Executive Office



                                       4