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EX-32.1 - CERTIFICATION - Taylor Consulting Inc.tayo_ex321.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013
 
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 
For the transition period from ______________ to ______________

Taylor Consulting Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
333- 181226
 
30-0721344
(State or other jurisdiction
of incorporation or organization)
 
(SEC File Number)
 
IRS I.D.
 
65 Ursini Dr Hamden, Ct
 
06514
 (Address of principal executive offices)
 
(Zip Code)
 
Telephone: 619-301-8645

_____________________________________________________________________
(Former name, former address and former three months, if changed since last report)
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No x
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller Reporting Company
x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of November 15, 2013, there were 8,020,000 shares issued and outstanding of the registrant’s common stock.
 


 
 

 
 
TABLE OF CONTENTS
 
PART I — FINANCIAL INFORMATION      
         
Item 1.
Financial Statements.
    3  
Item 2.
Management’s Discussion and Analysis or Plan of Operation.
    4  
Item 3.
Quantitative and Qualitative Disclosure about Market Risk.
    9  
Item 4.
Controls and Procedures.
    10  
           
PART II — OTHER INFORMATION        
           
Item 1.
Legal Proceedings.
    11  
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
    11  
Item 3.
Defaults Upon Senior Securities.
    11  
Item 4.
Mine Safety Disclosures.
    11  
Item 5.
Other Information.
    11  
Item 6.
Exhibits.
    12  
 
 
2

 
 
Item 1. Financial Statements 
 
Taylor Consulting, Inc.
 
(A Development Stage Company)

September 30, 2013 and 2012

Index to the Financial Statements
 
Contents   Page(s)  
       
Balance sheets at September 30, 2013 (Unaudited) and March 31, 2013
    F-1  
         
Statements of operations for the three months ended September 30, 2013 and 2012 (Unaudited)     F-2  
         
Statements of operations for the six months ended September 30, 2013 and 2012 and for the Period from February 29, 2012 (Inception) through September 30, 2013 (Unaudited)      F-3  
         
Statement of stockholders' equity for the period from February 29, 2012 (inception) through September 30, 2013 (Unaudited)      F-4  
         
Statements of cash flows for the six months ended September, 2013 and 2012 and for the period from February 29, 2012 (inception) through September 30, 2013 (Unaudited)      F-5  
         
Notes to the financial statements (Unaudited)      F-6  
 
 
3

 
 
TAYLOR CONSULTING, INC.
(A Development Stage Company)
Balance Sheets
 
   
September 30,
2013
   
March 31,
2013
 
   
(Unaudited)
       
ASSETS
           
CURRENT ASSETS:
           
Cash
  $ 23,572     $ 43,246  
Income tax receivable
    1,913       1,913  
Prepaid services
    1,583       -  
                 
Total Current Assets
    27,068       45,159  
                 
OFFICE EQUIPMENT
               
Office equipment
    908       908  
Accumulated depreciation
    (452 )     (301 )
                 
Office Equipment, net
    456       607  
                 
Total Assets
  $ 27,524     $ 45,766  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
CURRENT LIABILITIES:
               
Advances from stockholder
  $ 1,491     $ 1,500  
                 
Total Current Liabilities
    1,491       1,500  
                 
STOCKHOLDERS' EQUITY:
               
Preferred stock par value $0.000001: 10,000,000 shares authorized;                
none issued or outstanding
    -       -  
                 
Common stock par value $0.000001: 90,000,000 shares authorized;                
8,020,000 shares issued and outstanding
    8       8  
Additional paid-in capital
    60,497       60,497  
Deficit accumulated during the development stage
    (34,472 )     (16,239 )
                 
Total Stockholders' Equity
    26,033       44,266  
                 
Total Liabilities and Stockholders' Equity
  $ 27,524     $ 45,766  
 
 See accompanying notes to the financial statements.
 
 
F-1

 
 
TAYLOR CONSULTING, INC.
(A Development Stage Company)
Statements of Operations
 
   
For the Three Months
   
For the Three Months
 
   
Ended
   
Ended
 
   
September 30,
2013
   
September 30,
2012
 
   
(Unaudited)
   
(Unaudited)
 
             
Revenue earned during the development stage
  $ -     $ 22,712  
                 
Cost of revenue
    -       15,291  
                 
Gross Margin
    -       7,421  
                 
OPERATING EXPENSES:
               
Officer's compensation
    -       4,800  
Professional fees
    1,974       4,668  
General and administrative
    7,243       476  
                 
Total operating expenses
    9,217       9,944  
                 
Loss before income tax provision
    (9,217 )     (2,523 )
                 
Income tax provision
    -       -  
                 
NET LOSS
  $ (9,217 )   $ (2,523 )
                 
NET LOSS PER COMMON SHARE
               
- BASIC AND DILUTED:
  $ (0.00 )   $ (0.00 )
                 
Weighted average common shares outstanding                
- basic and diluted
    8,020,000       8,020,000  
 
See accompanying notes to the financial statements.
 
 
F-2

 
 
TAYLOR CONSULTING, INC.
(A Development Stage Company)
Statements of Operations
 
   
For the Six
Months Ended
   
For the Six
Months Ended
   
For the Period from
February 29, 2012
(inception) through
 
   
September 30,
2013
   
September 30,
2012
   
September 30,
2013
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
                   
 Revenue earned during the development stage
  $ 7,665     $ 42,951     $ 70,365  
                         
 Cost of revenue
    2,666       21,275       26,574  
                         
 Gross Margin
    4,999       21,676       43,791  
                         
 OPERATING EXPENSES:
                       
 Officer's compensation
    -       13,632       13,632  
 Professional fees
    9,057       19,275       33,907  
 General and administrative
    14,175       4,020       27,337  
                         
 Total operating expenses
    23,232       36,927       74,876  
                         
 LOSS FROM OPERATIONS
    (18,233 )     (15,251 )     (31,085 )
                         
 OTHER (INCOME) EXPENSE:
                       
 Foreign currency transaction (gain) loss     -       -       2,265  
                         
 Other (income) expense, net
    -       -       2,265  
                         
 Loss before income tax provision     (18,233 )     (15,251 )     (33,350 )
                         
 Income tax provision
                       
 Federal
    -       -       -  
 State
    -       -       1,122  
                         
 Total income tax provision
    -       -       1,122  
                         
 NET LOSS
  $ (18,233 )   $ (15,251 )   $ (34,472 )
                         
 NET LOSS PER COMMON SHARE
                       
  - BASIC AND DILUTED:
  $ (0.00 )   $ (0.00 )        
                         
 Weighted average common shares outstanding                        
  - basic and diluted
    8,020,000       6,666,738          
 
 See accompanying notes to the financial statements.
 
 
F-3

 
 
TAYLOR CONSULTING, INC.
(A Development Stage Company)
Statement of Stockholders' Equity
For the Period from February 29, 2012 (Inception) through September 30, 2013
(Unaudited)
 
   
Common Stock, Par Value $0.000001
   
Additional
   
Earnings (Deficit)
Accumulated
during the
   
Total
 
   
Number of
         
Paid-in
   
Development
   
Stockholders'
 
   
Shares
   
Amount
   
Capital
   
Stage
   
Equity
 
February 29, 2012 (Inception)
    -     $ -     $ -     $ -     $ -  
                                         
Capital contribution
                    100       -       100  
                                         
Common stock issued for cash at $0.000001 per
                                 
share on March 13, 2012
    5,000,000       5       -       -       5  
                                         
Net income
                            9,718       9,718  
                                         
Balance, March 31, 2012
    5,000,000       5       100       9,718       9,823  
                                         
Common stock issued for cash at $0.02 per
                                 
share on June 21, 2012
    3,020,000       3       60,397               60,400  
                                         
Net loss
                            (25,957 )     (25,957 )
                                         
Balance, March 31, 2013
    8,020,000       8       60,497       (16,239 )     44,266  
                                         
Net loss
                            (18,233 )     (18,233 )
                                         
Balance, September 30, 2013
    8,020,000     $ 8     $ 60,497     $ (34,472 )   $ 26,033  
 
See accompanying notes to the financial statements.
 
 
F-4

 
 
TAYLOR CONSULTING, INC.
(A Development Stage Company)
Statements of Cash Flows
 
 
For the Six
Months Ended
   
For the Six
Months Ended
   
For the Period from
February 29, 2012
(inception) through
 
 
September 30,
2013
   
September 30,
2012
   
September 30,
2013
 
 
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
                   
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
Net loss
  $ (18,233 )   $ (15,251 )   $ (34,472 )
Adjustments to reconcile net loss to net cash used in operating activities:
                 
Depreciation
    151       119       452  
Changes in operating assets and liabilities:
                       
Income tax receivable
    -       -       (1,913 )
Prepaid services
    (1,583 )     -       (1,583 )
Accrued expenses
    -       5,475       -  
                         
Net cash used in operating activities
    (19,665 )     (9,657 )     (37,516 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES:
                       
Purchase of office equipment
    -       (908 )     (908 )
                         
Net cash used in investing activities
    -       (908 )     (908 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Advances from (repayments to) stockholder
    (9 )     309       1,491  
Capital contribution
    -       -       100  
Proceeds from sale of common stock, net
    -       58,135       60,405  
                         
Net cash provided by (used in) financing activities     (9 )     58,444       61,996  
                         
NET CHANGE IN CASH
    (19,674 )     47,879       23,572  
                         
Cash at beginning of period
    43,246       14,185       -  
                         
Cash at end of period
  $ 23,572     $ 62,064     $ 23,572  
                         
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
                 
Interest paid
  $ -     $ -     $ -  
Income tax paid
  $ -     $ -     $ 3,051  
 
See accompanying notes to the financial statements.
 
 
F-5

 
 
Taylor Consulting, Inc.
(A Development Stage Company)
September 30, 2013 and 2012
Notes to the Financial Statements
(Unaudited)
 
Note 1 – Organization and Operations

Taylor Consulting, Inc. (the “Company”) was incorporated on February 29, 2012 under the laws of the State of Delaware. The Company engages in consulting to improve performance enhancement and maximization of basketball related activities.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for the interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the financial statements of the Company for the period from February 29, 2012 (inception) through March 31, 2013 and notes thereto contained in the information filed as part of the Company’s Form 10-K, which was filed on May 1, 2013.
 
Development Stage Company

The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. Although the Company recognized nominal amount of revenues, it is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not fully commenced.

Fiscal Year-End

The Company elected March 31st as its fiscal year-end date.
 
Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires 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 as well as the reported amount of revenues and expenses during the reporting period.

The Company’s significant estimates and assumptions include the fair value of financial instruments; revenue recognized or recognizable; sales returns and allowances; income tax rate, income tax provision; and the assumption that the Company will be a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
 
 
F-6

 

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

Actual results could differ from those estimates.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1
 
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
     
Level 2
 
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
     
Level 3
 
Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, income tax receivable, and prepaid services, approximate their fair values because of the short maturity of these instruments.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

Carrying Value, Recoverability and Impairment of Long-Lived Assets

The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which include computer equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.
 
 
F-7

 

The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

The key assumptions used in management’s estimates of projected cash flow deal largely with forecasts of sales levels and gross margins. These forecasts are typically based on historical trends and take into account recent developments as well as management’s plans and intentions. Other factors, such as increased competition or a decrease in the desirability of the Company’s products, could lead to lower projected sales levels, which would adversely impact cash flows. A significant change in cash flows in the future could result in an impairment of long lived assets.

The impairment charges, if any, is included in operating expenses in the accompanying consolidated statements of operations.

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Computer Equipment

Computer equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of computer equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful life of three (3) years. Upon sale or retirement of computer equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations.

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include: a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d.  principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
 
 
F-8

 

Commitment and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Revenue Recognition

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

Income Tax Provision

The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25.addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.

Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.
 
 
F-9

 

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to the unrecognized tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the interim period ended September 30, 2013 or 2012.

Net Income (Loss) per Common Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants.

There were no potentially dilutive common shares outstanding for the interim period ended September 30, 2013 or 2012.

Cash Flows Reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

Subsequent Events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

Recently Issued Accounting Pronouncements

In January 2013, the FASB issued ASU No. 2013-01, "Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities". This ASU clarifies that the scope of ASU No. 2011-11, "Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities." applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in FASB Accounting Standards Codification or subject to a master netting arrangement or similar agreement. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013.

In February 2013, the FASB issued ASU No. 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." The ASU adds new disclosure requirements for items reclassified out of accumulated other comprehensive income by component and their corresponding effect on net income. The ASU is effective for public entities for fiscal years beginning after December 15, 2013.
 
 
F-10

 

In February 2013, the Financial Accounting Standards Board, or FASB, issued ASU No. 2013-04, "Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for which the Total Amount of the Obligation Is Fixed at the Reporting Date." This ASU addresses the recognition, measurement, and disclosure of certain obligations resulting from joint and several arrangements including debt arrangements, other contractual obligations, and settled litigation and judicial rulings. The ASU is effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2013.
 
In March 2013, the FASB issued ASU No. 2013-05, "Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity." This ASU addresses the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The guidance outlines the events when cumulative translation adjustments should be released into net income and is intended by FASB to eliminate some disparity in current accounting practice. This ASU is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013.
 
In March 2013, the FASB issued ASU 2013-07, “Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting.” The amendments require an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is imminent when the likelihood is remote that the entity will return from liquidation and either (a) a plan for liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties or (b) a plan for liquidation is being imposed by other forces (for example, involuntary bankruptcy). If a plan for liquidation was specified in the entity’s governing documents from the entity’s inception (for example, limited-life entities), the entity should apply the liquidation basis of accounting only if the approved plan for liquidation differs from the plan for liquidation that was specified at the entity’s inception. The amendments require financial statements prepared using the liquidation basis of accounting to present relevant information about an entity’s expected resources in liquidation by measuring and presenting assets at the amount of the expected cash proceeds from liquidation. The entity should include in its presentation of assets any items it had not previously recognized under U.S. GAAP but that it expects to either sell in liquidation or use in settling liabilities (for example, trademarks). The amendments are effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. Entities should apply the requirements prospectively from the day that liquidation becomes imminent. Early adoption is permitted.
 
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

Note 3 – Going Concern

The financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the financial statements, the Company had a deficit accumulated during the development stage at September 30, 2013, a net loss and net cash used in operating activities for the interim period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

While the Company is attempting to commence operations and generate sufficient revenues, the Company’s cash position may not be sufficient enough to support the Company’s daily operations. Management intends to raise additional funds by way of a private or public offering. Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate sufficient revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues.

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
 
 
F-11

 

Note 4 – Computer Equipment

Computer equipment, stated at cost, less accumulated depreciation consisted of the following:

 
September 30,
2013
 
March 31,
2013
 
             
Computer equipment
  $ 908     $ 908  
                 
Less accumulated depreciation
    (452 )     (301 )
                 
    $ 456     $ 607  

Depreciation expense

Depreciation expense was $151 and 119 for the interim period ended September 30, 2013 and 2012, respectively.

Note 5 – Stockholders’ Equity

Shares Authorized

Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is One Hundred Million (100,000,000) shares of which Ten Million (10,000,000) shares shall be Preferred Stock, par value $0.000001 per share, and Ninety Million (90,000,000) shares shall be Common Stock, par value $0.000001 per share.

Common Stock

On March 13, 2012, the Company sold 5,000,000 shares of its common stock to its founder at $0.000001 per share or $5 in aggregate.

During April 2012, the Company sold 3,020,000 shares of its common stock to thirty-five (35) foreign investors at $0.02 per share for aggregate consideration of $60,400. Total proceeds of $58,135 were deposited to the Company’s bank account, net of a $2,265 loss in the foreign currency exchange rate transactions.
 
Capital Contribution

In March 2012, the Company’s Chief Executive Officer contributed $100 for general working capital to the Company.
 
 
F-12

 

Note 6 – Related Party Transactions

Free Office Space

The Company has been provided office space by its Chief Executive Officer at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statement.

Advances from Stockholder

From time to time, the Chairman, CEO and significant stockholder of the Company advances funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand.

For the interim period ended September 30, 2013, the Company’s significant stockholder paid $1,491 of expenses associated with the generation of consulting revenue during the period. These advances are non-interest bearing and payable on demand.

Note 7 – Concentrations

During the period from February 29, 2012 (inception) through March 31, 2013, four (4) customers provided 100% of the Company’s sales.

Note 8 – Subsequent Events

The Company has evaluated all events that occur after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there was no reportable subsequent event to be disclosed.
 
 
F-13

 
 
Item 2. Management’s Discussion and Analysis or Plan of Operation.
 
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form 10-Q.

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.
 
Although the forward-looking statements in this Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

Overview
 
Taylor Consulting Inc., or the “Company,” is a Delaware corporation formed on February 29, 2012. Our principal executive office is located at 65 Ursini Dr., Hamden, CT 06514. Telephone: 619-301-8645.
 
Business
 
We are a development stage company. We are a basketball sports consulting company that provides consultation, feedback, coaching and program management to youth and adult basketball teams, leagues, tournaments and programs.

We have engaged in and/or will in the future engage in or continue to engage in the following types of activities which have already resulted in our generating $70,365 of revenue from inception through September 30, 2013:
 

Basketball Player Evaluation Camps
 
o
Kentucky Basketball Evaluation Camp for invitation to a National Exposure Camp
 
o
Connecticut evaluation camp for future invitational exposure camp
   
Hawaii Invitational Camp, Hi basketball skills development and evaluation camp
   
Alaska Invitational Camp basketball skill development and evaluation camp
   
Oklahoma City, OK basketball skill development and evaluation Camp
DeMarcus Cousins/Sacramento Kings Basketball Skill Development Camp
Laguna Beach Skill Development Camp
     
   
International Basketball Events
   
Melbourne, Australia skill development/evaluation basketball camp
   
Tokyo, Japan international basketball skill development and evaluation camp
Puerto Rico national Phenom Basketball Evaluation Camp
 
 
4

 
 

Consultation, feedback, coaching and program management to youth and adult basketball teams, leagues, tournaments and programs. 
 
o
Northern California consultation of high school/AAU Program for future exposure
 
o
Washington, DC consultation of high school program/AAU future possibilities Elite Sports,
 
o
Connecticut consultation w/ basketball coach for future exposure
 
o
North Virginia Sportsplex consult for basketball training program/facility
 
o
Linden, CA consultation of high school program
 
o
Connecticut Elite consultation of AAU program for future exposure
     

Program development and management, including tournament organization and operation, as well as feedback and detailed analysis of events and programs for these various basketball related events and activities.
 
o
Double Pump Tournament organization and operation
 
o
Fullerton, CA basketball skills camp organization and operation 
 
o
Mission Viejo, CA basketball camp organization and operation
 
o
Fullerton, CA basketball camp organization and operation
 
o
Newport, CA basketball camp organization and operation
 
o
Redlands, CA basketball camp organization and operation
 
o
Walnut Recreation basketball camp organization and operation
 
o
Fullerton, CA basketball camp organization and operation
 
o
Mission Viejo, Ca basketball camp organization and operation
     

Coaching for individual players within organizations as well as basketball program coaches and administrators, providing additional opportunity for individual basketball player and overall basketball program advancement.
 
We focus on programs that we believe have a desire to do what is best for the individual player as well as the program as a whole. The better the program with regards to success on the court and the better the program with regards to the successes of the individual players to achieve success at the next level, the more likely it is that more kids will be enrolled which in turn can lead to more success for the program financially.

Our goal is to enhance each program in these areas and provide every member of each program we are consulting with a better understanding of the processes involved with eventual achievement at the next level they are attempting to reach. Our advisory position will allow the individual and organization to better focus on a more realistic goal and narrow their own attempts at future successes. As an example, we will tell each player what level we feel they are best suited for, as well as explain the process involved in achieving a scholarship or walk on status at a university or college. With regards to the program, we will educate the coaches to become better on court managers as well as teach them the necessary skills to enhance the players’ experience. We will provide critiques as well as grade the program on a scale of 1-10. We will suggest items where we feel the program needs to improve which will ultimately allow for a better experience for the consumer.
 
Our pricing strategy will be based on market value, size of the program and amount of feedback desired. We will charge between $50 and $150 per participant depending upon the number of persons enrolled and the nature of the program, such as the size of the market and the amount of feedback required. We will have different levels of consultation. We can simply run an event with no feedback, or we can run a program with feedback, both program organizers and players. Feedback can be in the form of video, written or verbal.
 
 
5

 

Revenue Recognition

Revenue is generated from consultation, feedback, coaching and program management.

The process of revenue generation commences with either a phone call or email communication with the potential customer. The communication is necessary to set up the watching of the kids/coaches/program coordinator perform and the cost of the consultation, feedback, coaching and program management.

After a verbal arrangement is made, the customer is sent an invoice. Upon receipt of the invoice the customer is required to send the Company a cashier’s check or a bank certified check. The Company verifies receipt of payment by email. Once the event is completed the Company deposits the check.
 
If feedback was purchased, a written evaluation is given from the Company to the players/coaches/event organizers. If coaching is purchased, the program the Company is evaluating hires the coaches who are then evaluated by the Company, based on their performance and knowledge of the sport. Evaluation and consultation occurs as they perform. After evaluation, feedback is given.

For program management, a “wrap up” evaluation is given to the program director and all management of the camp. Then there will be a sit down and discussion period.
 
Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor in our securities.

Impact of Recently Issued Accounting Standards
 
In January 2013, the FASB issued ASU No. 2013-01, "Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities". This ASU clarifies that the scope of ASU No. 2011-11, "Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities." applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in FASB Accounting Standards Codification or subject to a master netting arrangement or similar agreement. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013.
 
In February 2013, the FASB issued ASU No. 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." The ASU adds new disclosure requirements for items reclassified out of accumulated other comprehensive income by component and their corresponding effect on net income. The ASU is effective for public entities for fiscal years beginning after December 15, 2013.
 
In February 2013, the Financial Accounting Standards Board, or FASB, issued ASU No. 2013-04, "Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for which the Total Amount of the Obligation Is Fixed at the Reporting Date."  This ASU addresses the recognition, measurement, and disclosure of certain obligations resulting from joint and several arrangements including debt arrangements, other contractual obligations, and settled litigation and judicial rulings. The ASU is effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2013.
 
In March 2013, the FASB issued ASU No. 2013-05, "Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity." This ASU addresses the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The guidance outlines the events when cumulative translation adjustments should be released into net income and is intended by FASB to eliminate some disparity in current accounting practice. This ASU is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013.
 
 
6

 
 
In March 2013, the FASB issued ASU 2013-07, “Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting.” The amendments require an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is imminent when the likelihood is remote that the entity will return from liquidation and either (a) a plan for liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties or (b) a plan for liquidation is being imposed by other forces (for example, involuntary bankruptcy). If a plan for liquidation was specified in the entity’s governing documents from the entity’s inception (for example, limited-life entities), the entity should apply the liquidation basis of accounting only if the approved plan for liquidation differs from the plan for liquidation that was specified at the entity’s inception. The amendments require financial statements prepared using the liquidation basis of accounting to present relevant information about an entity’s expected resources in liquidation by measuring and presenting assets at the amount of the expected cash proceeds from liquidation. The entity should include in its presentation of assets any items it had not previously recognized under U.S. GAAP but that it expects to either sell in liquidation or use in settling liabilities (for example, trademarks). The amendments are effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. Entities should apply the requirements prospectively from the day that liquidation becomes imminent. Early adoption is permitted.
 
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

Critical Accounting Policies
 
Emerging Growth Company
 
We are an emerging growth company under the JOBS Act. We shall continue to be deemed an emerging growth company until the earliest of:
 
   
(a) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;

   
(b) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective IPO registration statement;

   
(c) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or

   
(d) the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.’.
 
As an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting. As an emerging growth company we are also exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes. These exemptions are also available to us as a Smaller Reporting Company.
 
 
7

 
 
We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.
 
Results of Operations

Three Months Ended 9/30/13 to Three Months Ended 9/30/12

For the three months ended September 30, 2013 versus the three months ended September 30, 2012, we had $0 and $22,712 in revenues and $0 and $15,291 in cost of revenues, respectively. Our expenses were $9,217 for the three months ended September 30, 2013 versus $9,944 for the three months ended September 30, 2012. These expenses consisted primarily of $1,974 in professional fees and $7,243 in general and administrative expenses for the three months ended September 30, 2013 versus $4,668 in professional fees, $4,800 in officer’s compensation and $476 in general and administrative expenses for the three months ended September 30, 2012. The difference is primarily the result of expenses associated with the Company’s regulatory filings and the value of officer’s compensation in the period ended September 30, 2012 versus September 30, 2013.

Six Months Ended 9/30/13 To Six Months Ended 9/30/12

For the six months ended September 30, 2013 versus the six months ended September 30, 2012, we had $7,665 and $42,951 in revenues and $2,666 and 21,275 in cost of revenues, respectively. Our expenses were $23,232 for the six months ended September 30, 2013 versus $36,927 for the six months ended September 30, 2012. These expenses consisted primarily of $9,057 in professional fees and $14,175 in general and administrative expenses for the six months ended September 30, 2013 versus $19,275 in professional fees, $13,632 in officer’s compensation, and $4,020 in general and administrative expenses for the six months ended September 30, 2012. The difference is primarily the result of additional time as well as additional expenses associated with the Company’s regulatory filings and the value of the officer’s compensation in the period ended September 30, 2012 versus September 30, 2013.
 
Future Plans

SUPPLEMENTAL ACTIONS
 
COST
 
       
Hire a promotional/advertising company to expand our reach domestically and internationally. They would get our name out to more coaches, design and provide official company clothing attire, table banners, tables, tents, pamphlets and similar products
 
$
10,000
 
Contract a webmaster to maximize website optimization and perform daily updates. Add features to include newsletters, blog, and videos. Quicker site loading. Will also utilize search engine optimization. Will interconnect and manage all social media to include: LinkedIn, Twitter, Facebook, Youtube, Tumblr to spruce up the website and maintain it daily.
 
$
10,000
 
Travel on road shows both domestically and internationally to promote our business. Network at major sporting events where we could advertise our services such as NBA finals, NCAA final 4, AAU nationals for all levels.
 
$
30,000
 
Hire additional staff to work our events in order to have concurring events.
 
$
10,000
 
Hire two additional coaches to consult and carry out our mission
 
$
40,000
 
Purchase additional basketball training equipment to use for consulting engagements. Also purchase coaching videos to build company media library.
 
$
5,000
 
Lease office space and upgrade office. Better phones, computers, iPads, video recording equipment, televisions we could travel with, desks, fax machine, and office furniture.
 
$
20,000
 
Open online store to sell our products: Gear w/ our logo on it, instructional videos for all levels (beginner to expert) of players and coaches. 
 
$
10,000
 
 
Except for illness of management or cancellation of events by sponsors, the primary obstacle to implementing this plan will be the lack of available funding.
 
 
8

 
 
Liquidity and Capital Resources

We have engaged in and/or will in the future engage in or continue to engage in the activities described in “Business” above which have already resulted in our generating $70,365 of revenue and no accounts receivable through September 30, 2013.
 
As of September 30, 2013, we had approximately $23,572 in cash in the bank. We anticipate that we will incur certain costs irrespective of our operational and business development activities, including bank service fees and those costs associated with SEC requirements associated with remaining a public reporting entity, estimated to be approximately $40,000 annually. We anticipate that we would incur a minimum of $48,000 in operational expenses during the next 12 months if we continue to implement our business plan at its current level, comprising expenses related to continuing to hold and participate in similar events at the same rate as currently.
 
Accordingly, we estimate our total need for funds for operations at our current level, including all expense of staying public and continuing operations at their current level in the next 12 months is $88,000. Thus, we anticipate an average monthly burn rate of no more than $7,334 during the next 12 months to maintain operations at their current levels as well as pay costs associated with staying public. We believe that our current cash resources plus anticipated revenues during the next 12 months will be sufficient to meet these requirements. However, on April 1, 2012, we entered into a Funding Agreement with Dave Taylor, our president and Director, to provide operational and staying public funding for us in such amounts as are required to meet these needs during the next 12 months if we do not generate sufficient cash flow in addition to our cash on hand to fund these operations.
 
We estimate that we will need up to an additional $135,000 to support the implementation of our business plan at the maximum optimal level as described in the table above. If we do not generate sufficient cash flow from operations in excess of the amount necessary to maintain operations at their current levels as well as pay costs associated with going and staying public, we may have to raise additional capital to finance activities desired to support the implementation of our business plan at the maximum optimal level. Any such financing could be difficult to obtain or only available on unattractive terms and could result in significant dilution of stockholders’ interests. Failure to secure any necessary financing in a timely manner and on favorable terms could hinder our delay our desired activities to support the implementation of our business plan at the maximum optimal level. Except as set forth above, we do not have any plans or specific agreements for new sources of funding or any planned material acquisitions.

During the interim period ended September 30, 2012, $15,132 of operating expenses were paid on behalf of the Company by its Chief Executive Officer and recorded as a capital contribution. As of September 30, 2013, the recorded capital contribution of $15,132 was re-classed as loan payable and repaid. Further, for the period ended September 30, 2013, the Company’s stockholder paid $1,491 of expenses associated with the generation of consulting revenue during the period.
 
Our auditor has indicated in its report that the fact that we are in the development stage raises substantial doubt about our ability to continue as a going concern. The financial statements do not include adjustments that might result from the outcome of this uncertainty and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.
 
Item 3. Quantitative and Qualitative Disclosure about Market Risk
 
Not applicable.
 
 
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Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company has established disclosure controls and procedures to ensure that information required to be disclosed in this quarterly report on Form 10-Q was properly recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms. The Company’s controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers to allow timely decisions regarding required disclosure.

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) at September 30, 2013 based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15 or Rule 15d-15 under the Exchange Act. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer/Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer/Chief Financial Officer concluded that, at September 30, 2013, our disclosure controls and procedures are effective.
 
Changes in Internal Control over Financial Reporting

There have been no changes in the Company's internal control over financial reporting that occurred during the Company's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
 
 
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PART II — OTHER INFORMATION
 
Item 1. Legal Proceedings.

None.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) Unregistered Sales of Equity Securities.

The Registrant did not sell any unregistered securities during the three months ended September 30, 2013.
 
(b) Use of Proceeds.
 
The Registrant did not sell any unregistered securities during the three months ended September 30, 2013.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.
 
Item 5. Other Information.

Not applicable.
 
 
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Item 6. Exhibits.
 
 
(a)
Exhibits.
 
Exhibit No.
 
Document Description
     
31.1
 
CERTIFICATION of CEO/CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
     
32.1 *
 
CERTIFICATION of CEO/CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
     
Exhibit 101
 
Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**
     
101.INS
 
XBRL Instance Document**
     
101.SCH
 
XBRL Taxonomy Extension Schema Document**
     
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document**
     
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document**
     
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document**
     
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document**
________________
* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
 
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
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SIGNATURES
 
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
  Taylor Consulting, Inc., a Delaware corporation  
       
November 15, 2013
By:
/s/ Dave Taylor  
    Dave Taylor  
    Principal Executive Officer  
 
In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
 
 
November 15, 2013
By
/s/ Dave Taylor
 
   
Dave Taylor
 
   
Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
 
 
 
 
 
 
 
 
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