Attached files
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EX-21 - SUBSIDIARIES OF THE REGISTRANT - Taylor Consulting Inc. | tayo_ex21.htm |
EX-32.1 - CERTIFICATION - Taylor Consulting Inc. | tayo_ex321.htm |
EX-31.1 - CERTIFICATION - Taylor Consulting Inc. | tayo_ex311.htm |
UNITED STATES
SECURITY AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2015
or
¨ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number: 333-181226
TAYLOR CONSULTING, INC. |
(Exact name of registrant as specified in its charter) |
Delaware | 30-0721344 | |
(State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification Number) | |
3200 Southwest Freeway, Suite 3300 Houston, Texas | 77027 | |
(Address of principal executive offices) | (Zip code) |
Registrant's telephone number, including area code: 713-840-6099
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 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. Yes x No o
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 |
(Do not check is smaller reporting company) |
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
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of February 4, 2016, there are 11,694,463 shares of common stock issued and outstanding.
TABLE OF CONTENTS
PART I — FINANCIAL INFORMATION |
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Item 1. | Financial Statements |
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| Consolidated Balance Sheets (Unaudited) |
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| 4 |
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| Consolidated Statements of Operations (Unaudited) |
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| 5 |
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| Statement of Changes in Stockholders' Deficit (Unaudited) |
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| 6 |
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| Consolidated Statements of Cash Flows (Unaudited) |
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| 7 |
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| Notes to the Unaudited Consolidated Financial Statements |
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Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations |
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| 14 |
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Item 3. | Quantitative and Qualitative Disclosures about Market Risk |
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| 17 |
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Item 4. | Controls and Procedures |
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| 17 |
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PART II — OTHER INFORMATION |
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Item 1. | Legal Proceedings |
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| 18 |
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Item 1A. | Risk Factors |
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| 18 |
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
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| 18 |
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Item 3. | Defaults upon Senior Securities |
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| 18 |
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Item 4. | Mine Safety Disclosures |
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| 18 |
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Item 5. | Other Information |
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| 18 |
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Item 6. | Exhibits |
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| 19 |
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2 |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this report contain or may contain forward-looking statements. These statements, identified by words such as "plan", "anticipate", "believe", "estimate", "should", "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements are subject to known and unknown risks, uncertainties and other factors, which may cause actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward - looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to secure suitable financing to continue with our existing business or change our business and conclude a merger, acquisition or combination with a business prospect, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this report in its entirety, including but not limited to our financial statements and the notes thereto and the risks described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2015. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the "SEC"), particularly our quarterly reports on Form 10-Q and our current reports on Form 8-K. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.
OTHER PERTINENT INFORMATION
When used in this report, the terms, "we," the "Company," "our," and "us" refers to Taylor Consulting, Inc., a Delaware corporation.
3 |
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TAYLOR CONSULTING, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| December 31, |
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| March 31, |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
| $ | 9,202 |
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| $ | 21,392 |
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Security Deposits |
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| 750 |
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| 750 |
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Short-term property loans |
| $ | 2,026 |
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| $ | — |
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Total current assets |
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| 11,978 |
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| 22,142 |
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Fixed assets net of accumulated depreciation of $271 and $119, respectively |
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| 564 |
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| 716 |
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Land held for sale |
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| 56,053 |
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| 64,627 |
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Assets of discontinued operations |
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| — |
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| 61,970 |
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TOTAL ASSETS |
| $ | 68,595 |
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| $ | 149,455 |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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CURRENT LIABILITIES |
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Accounts payable and accrued expenses |
| $ | 52,054 |
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| $ | 223,015 |
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Advances payable |
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| 8,775 |
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| — |
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Deferred revenue |
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| — |
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| 1,000 |
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Short-term notes payable to related party |
| $ | 5,000 |
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| $ | 5,000 |
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Total current liabilities |
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| 65,829 |
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| 229,015 |
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Convertible notes payable, net of discount of $487,350 and $427,244, respectively |
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| 15,310 |
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| 16,587 |
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Note payable to related party |
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| — |
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| 51,197 |
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Accrued interest payable |
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| 12,869 |
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| 16,686 |
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Liabilities of discontinued operations |
| $ | — |
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| $ | 4,382 |
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TOTAL LIABILITIES |
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| 94,008 |
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| 317,867 |
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COMMITMENTS AND CONTINGENCIES |
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| — |
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| — |
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STOCKHOLDERS' DEFICIT |
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Common Stock, $0.000001 par value; 90,000,000 shares authorized; 11,694,463 shares and |
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| 12 |
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| 8 |
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Preferred Stock, $0.000001 par value; 10,000,000 shares authorized; 1,000,000 shares issued and |
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| 1 |
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| 1 |
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Additional paid-in capital |
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| 1,639,430 |
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| 666,827 |
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Accumulated deficit |
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| (1,664,856 | ) |
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| (835,248 | ) |
Total stockholders' deficit |
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| (25,413 | ) |
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| (168,412 | ) |
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
| $ | 68,595 |
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| $ | 149,455 |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
4 |
TAYLOR CONSULTING, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Nine months ended |
| Three months ended | |||||||||||||
| 2015 |
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| 2014 |
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REVENUE |
| $ | 81,297 |
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| $ | 17,232 |
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| $ | 15,368 |
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| $ | 9,392 |
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COST OF GOODS SOLD |
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| 16,433 |
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| 3,234 |
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| 9,256 |
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| 1,773 |
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GROSS PROFIT |
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| 64,864 |
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| 13,998 |
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| 6,112 |
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| 7,619 |
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OPERATING EXPENSES |
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General and administrative expenses |
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| 486,592 |
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| 410,168 |
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| 145,915 |
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| 177,733 |
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LOSS FROM OPERATIONS |
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| (421,728 | ) |
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| (396,170 | ) |
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| (139,803 | ) |
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| (170,114 | ) |
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OTHER INCOME (EXPENSE) |
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Interest expense |
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| (467,763 | ) |
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| (15,188 | ) |
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| (109,971 | ) |
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| (15,188 | ) |
Interest Income |
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| 78 |
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| — |
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| 29 |
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| — |
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Net loss from continuing operations |
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| (889,413 | ) |
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| (411,358 | ) |
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| (249,745 | ) |
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| (185,302 | ) |
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Net income from discontinued operations |
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| 59,805 |
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| 2,437 |
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| — |
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| 1,709 |
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NET LOSS |
| $ | (829,608 | ) |
| $ | (408,921 | ) |
| $ | (249,745 | ) |
| $ | (183,593 | ) |
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NET LOSS PER COMMON SHARE: |
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Basic and diluted |
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Continuing Operations |
| $ | (0.09 | ) |
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| (0.05 | ) |
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| (0.02 | ) |
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| (0.02 | ) |
Discontinued Operations |
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| 0.01 |
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| 0.00 |
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| — |
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| 0.00 |
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Net loss |
| $ | (0.08 | ) |
| $ | (0.05 | ) |
| $ | (0.02 | ) |
| $ | (0.02 | ) |
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: Basic and diluted |
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| 10,219,919 |
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| 8,020,000 |
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| 11,326,146 |
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| 8,020,000 |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
5 |
TAYLOR CONSULTING, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
(UNAUDITED)
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Series E Preferred Stock |
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Common Stock |
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Additional Paid In |
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Accumulated |
Total | ||||||||||||||||
| Shares |
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| Amount |
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| Amount |
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| Capital |
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| Deficit |
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| Equity |
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BALANCE, March 31, 2015 |
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| 1,000,000 |
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| $ | 1 |
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| 8,065,537 |
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| $ | 8 |
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| $ | 666,827 |
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| $ | (835,248 | ) |
| $ | (168,412 | ) |
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Shares issued for conversion of notes payable |
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| — |
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| — |
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| 3,628,926 |
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| 4 |
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| 469,943 |
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| — |
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| 469,947 |
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Beneficial conversion discount on issuance of convertible note payable |
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| — |
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| — |
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| — |
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| — |
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| 502,660 |
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| — |
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| 502,660 |
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Net loss |
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| — |
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| — |
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| — |
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| — |
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| — |
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| (829,608 | ) |
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| (829,608 | ) |
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BALANCE, December 31, 2015 |
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| 1,000,000 |
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| $ | 1 |
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| 11,694,463 |
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| $ | 12 |
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| $ | 1,639,430 |
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| $ | (1,664,856 | ) |
| $ | (25,413 | ) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
6 |
TAYLOR CONSULTING, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
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| Nine months ended December 31, |
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| 2015 |
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| 2014 | |||
CASH FLOW FROM OPERATING ACTIVITIES: |
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Net loss |
| $ | (829,608 | ) |
| $ | (408,921 | ) |
Less: income from discontinued operations |
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| (59,805 | ) |
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| (2,437 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Amortization of discount on convertible note payable |
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| 442,554 |
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| 7,607 |
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Preferred stock issued for services |
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| — |
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| 1 |
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Depreciation and amortization |
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| 152 |
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| 2,576 |
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Changes in operating assets and liabilities: |
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Accounts receivable and accrued revenue |
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| — |
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| 90 |
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Land inventory |
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| 8,574 |
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| — |
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Prepaid expenses and other current assets |
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| (2,026 | ) |
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| — |
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Income tax receivable |
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| — |
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| 1,913 |
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Accounts payable and accrued liabilities |
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| (162,186 | ) |
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| 140,502 |
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Deferred revenue |
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| (1,000 | ) |
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| — |
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Accrued interest payable |
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| 22,299 |
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| — |
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NET CASH USED IN OPERATING ACTIVITIES |
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| (581,046 | ) |
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| (258,669 | ) |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Purchase of land |
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| — |
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| (64,627 | ) |
Capitalized website development |
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| — |
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| (8,066 | ) |
NET CASH USED IN INVESTING ACTIVITIES |
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| — |
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| (72,693 | ) |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Proceeds from advances |
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| 502,660 |
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| 369,852 |
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Proceeds from related party notes issued |
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| — |
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| 51,197 |
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Repayments of related party notes |
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| (51,197 | ) |
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| — |
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NET CASH PROVIDED BY FINANCING ACTIVITIES |
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| 451,463 |
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| 421,049 |
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CASH FLOWS FROM DISCONTINUED OPERATIONS |
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Net cash provided by operating activities |
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| 117,393 |
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| 6,911 |
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Net cash used in investing activities |
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| — |
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| (64,680 | ) |
NET CASH PROVIDED BY DISCONTINUED OPERATIONS |
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| 117,393 |
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| (57,769 | ) |
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NET INCREASE (DECREASE) IN CASH |
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| (12,190 | ) |
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| 31,918 |
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CASH, at the beginning of the period |
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| 21,392 |
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| 3,075 |
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CASH, at the end of the period |
| $ | 9,202 |
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| $ | 34,993 |
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Supplemental Disclosures of Cash Flow Information: |
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Cash paid during the period for: |
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Interest |
| $ | 2,910 |
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| $ | — |
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Taxes |
| $ | — |
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| $ | — |
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Noncash investing and financing transaction: |
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Refinance of advances into convertible notes payable |
| $ | 502,660 |
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| $ | 369,852 |
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Beneficial conversion discount on convertible note payable |
| $ | 502,660 |
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| $ | 369,852 |
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Conversion of convertible notes payable. |
| $ | 469,947 |
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| $ | — |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
7 |
TAYLOR CONSULTING, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015
Note 1. General Organization and Business
Taylor Consulting Inc. ("Taylor" or, collectively with its subsidiaries, the "Company") was incorporated in Delaware on February 29, 2012. Taylor engaged in consulting to improve performance enhancement and maximization of basketball related activities. As of January 1, 2015, the Company has discontinued its basketball consulting business to focus on the real estate opportunities. Our year-end is March 31.
On April 3, 2014, we formed Third Avenue Development LLC ("Third Avenue") on April 3, 2014 under the laws of the State of Texas. The Company engages in acquiring properties in the country's top performing real estate markets, specifically those that are experiencing booms as a result of mineral and oil development.
On October 10, 2014, Third Avenue acquired White Buffalo Property Solutions, LLC ("White Buffalo"), a Texas limited liability company. White Buffalo, a licensed real estate broker based in Abilene, Texas, compliments our ability to offer real estate services in the Texas oil market.
Note 2. Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the nine months ended December 31, 2015, the Company had a net loss of $829,608 and negative cash flow from operating activities of $581,046. As of December 31, 2015, the Company had negative working capital of $53,851. Management does not anticipate having positive cash flow from operations in the near future.
These factors raise a substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.
The Company does not have the resources at this time to repay its credit and debt obligations, make any payments in the form of dividends to its shareholders or implement its business plan. Without additional capital, the Company will not be able to remain in business.
Management has plans to address the Company's financial situation as follows:
In the near term, management plans to continue to focus on raising the funds necessary to implement the Company's business plan. Management will continue to seek out debt financing to obtain the capital required to meet the Company's financial obligations. There is no assurance, however, that lenders will continue to advance capital to the Company or that the new business operations will be profitable. The possibility of failure in obtaining additional funding and the potential inability to achieve profitability raise doubts about the Company's ability to continue as a going concern.
In the long term, management believes that the Company's projects and initiatives will be successful and will provide cash flow to the Company, which will be used to finance the Company's future growth. However, there can be no assurances that the Company's planned activities will be successful, or that the Company will ultimately attain profitability. The Company's long-term viability depends on its ability to obtain adequate sources of debt or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to achieve adequate profitability and cash flows from operations to sustain its operations.
Note 3. Summary of Significant Accounting Policies
Interim Financial Statements
The accompanying these unaudited financial statements have been prepared in accordance with generally accepted accounting ("GAAP") principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the consolidated financial statements for the fiscal year ended March 31, 2015 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the "SEC").
The results of operations for the nine month period ended December 31, 2015 are not necessarily indicative of the results to be expected for the full fiscal year ending March 31, 2016.
|
8 |
Use of Estimates
The preparation of financial statements in conformity with GAAP 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 and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
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
We have reviewed the FASB issued Accounting Standards Update ("ASU") accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation's reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.
Note 4. Sale of Kent Storage
On July 31, 2015, we completed the sale of the Kent Storage ("Kent") self-storage facility for $120,000.
We have recognized Kent as a discontinued operation, in accordance with ASU 2014-08 Reporting Discontinued Operations and Disclosures of Disposals of Components of Entity.
Assets and Liabilities of Discontinued Operations
| December 31, |
|
| March 31, |
| |||
Assets of discontinued operations |
|
|
|
|
|
| ||
|
|
|
|
|
| |||
Cash and cash equivalents |
| $ | — |
|
| $ | 857 |
|
Accounts receivable |
|
| — |
|
|
| 122 |
|
Prepaid expenses |
|
| — |
|
|
| 607 |
|
Fixed assets |
|
| — |
|
|
| 60,384 |
|
Total assets held for disposal |
| $ | — |
|
| $ | 61,970 |
|
|
|
|
|
|
|
|
| |
Liabilities of discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Accounts payable |
| $ | — |
|
| $ | 3,094 |
|
Customer security deposits |
|
| — |
|
|
| 1,288 |
|
Total liabilities held for disposal |
| $ | — |
|
| $ | 4,382 |
|
Income and Expenses of Discontinued Operations
| Nine months ended | Three months ended | ||||||||||||||
| 2015 |
|
| 2014 |
|
| 2015 |
|
| 2014 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Revenue |
| $ | 119,125 |
|
| $ | 8,365 |
|
| $ | — |
|
| $ | 5,065 |
|
Cost of goods sold |
|
| 59,598 |
|
|
| — |
|
|
| — |
|
|
| — |
|
Gross profit |
|
| 59,527 |
|
|
| 8,365 |
|
|
| — |
|
|
| 5,065 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
General and administrative expenses |
|
| (278 | ) |
|
| 5,928 |
|
|
| — |
|
|
| 3,356 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Loss due to discontinued operations |
| $ | 59,805 |
|
| $ | 2,437 |
|
| $ | — |
|
| $ | 1,709 |
|
9 |
General and administrative expenses were negative during the three and nine months ended December 31, 2015, as we released excess accruals for property taxes upon sale of Kent Street Storage.
Note 5. Note Payable to Related Party
On September 30, 2014 we entered into a note for $51,197 with Mustang Investments and Property Group, LLC, which is owned by Scott Wheeler, our CEO. The proceeds of this note were used to purchase land for resale. On November 19, 2015 we paid the full principal and accrued interest on the note in full. As of December 31, 2015, we owed nothing on this note.
At December 31, 2015, we have another $5,000 note payable due to Mustang Investments. The note is due on demand with no interest.
Note 6. Convertible Notes Payable
During the nine months ended December 31, 2015, we received advances from Vista View Ventures, Inc. totaling $502,660. Vista View Ventures paid the advances to KM Delaney and Associates ("KMDA"), and subsequently by KMDA to the Company on behalf of Vista View Ventures, Inc. These advances are typically converted to convertible notes on a quarterly basis as discussed below.
Convertible notes payable consisted of the following at December 31, 2015 and March 31, 2015:
| December 31, |
|
| March 31, |
| |||
Convertible note in the amount of $249,565, issued September 30, 2014, maturing September 30, 2016, bearing interest at 10% per year, convertible into common stock at a rate of $0.20 per share |
| $ | — |
|
| $ | 249,565 |
|
Convertible note in the amount of $120,297, issued December 31, 2014, maturing December 31, 2016, bearing interest at 10% per year, convertible into common stock at a rate of $0.08 per share. |
|
| — |
|
|
| 120,287 |
|
Convertible note in the amount of $73,979, issued March 31, 2015, maturing March 31, 2017, bearing interest at 10% per year, convertible into common stock at a rate of $0.11 per share. |
|
| — |
|
|
| 73,979 |
|
Convertible note in the amount of $113,806, issued June 30, 2015, maturing June 30, 2017, bearing interest at 10% per year, convertible into common stock at a rate of $0.03 per share. |
|
| 113,806 |
|
|
| — |
|
Convertible note in the amount of $282,969, issued September 30, 2015, maturing September 30, 2018, bearing interest at 10% per year, convertible into common stock at a rate of $0.02 per share. |
|
| 282,969 |
|
|
| — |
|
Convertible note in the amount of $105,885, issued December 31, 2015, maturing December 31, 2018, bearing interest at 10% per year, convertible into common stock at a rate of $0.01 per share. |
|
| 105,885 |
|
|
| — |
|
Total convertible notes payable |
|
| 502,660 |
|
|
| 443,831 |
|
|
|
|
|
|
|
|
| |
Less: discount on noncurrent convertible notes payable |
|
| (487,350 | ) |
|
| (427,244 | ) |
Long-term convertible notes payable, net of discount |
| $ | 15,310 |
|
|
| 16,587 |
|
All of the above notes are unsecured. All principal along with accrued interest is payable on the maturity date. The notes are convertible into common stock at the option of the holder. The holder of the notes cannot convert the notes into shares of common stock if that conversion would result in the holder owning more than 4.99% of the Company's common stock.
10 |
Convertible notes issued
During the nine months ended December 31, 2015, the Company signed Convertible Promissory Notes totaling $502,660 with Vista View Ventures Inc. that refinance non-interest bearing advances into convertible notes payable. These notes are payable at maturity and bear interest at ten percent per year. The holder of the notes may not convert the convertible promissory note into common stock if that conversion would result in the holder owning more than 4.99% of the Company's outstanding common stock on the conversion date. The convertible promissory notes are convertible into common stock at the option of the holder.
Date Issued |
| Maturity Date |
| Interest Rate |
|
| Conversion Rate |
|
| Amount of Note | |||||
June 30, 2015 |
| June 30, 2017 |
|
| 10 | % |
| $ | 0.03 |
|
| $ | 113,806 |
| |
September 30, 2015 |
| September 30, 2018 |
|
| 10 | % |
|
| 0.02 |
|
|
| 282,969 |
| |
December 31, 2015 |
| December 31, 2018 |
|
| 10 | % |
|
| 0.01 |
|
|
| 105,885 |
| |
Total |
|
|
|
|
|
|
|
|
|
|
| $ | 502,660 |
|
We evaluated the terms on the new note in accordance with ASC Topic No 815-40, Derivatives and Hedging – Contracts in Entity's Own Stock, and determined that the underling common stock is indexed to our common stock. We determined that the conversion feature did not meet the definition of a liability and therefore did not bifurcate the conversion feature and account for it as a separate derivative liability. We evaluated the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date the note was issued, and deemed it less than the market value of underlying common stock at the inception of the note. Therefore, we recognized beneficial conversion discounts of $113,806, $282,969 and $105,885 on June 30, 2015, September 30, 2015 and December 31, 2015, respectively. The beneficial conversion discounts were recorded as increase in additional paid-in capital and a discount to the convertible note payable. During the nine months ended December 31, 2015 and 2014, we amortized beneficial conversion discounts of $442,554 and $7,607, respectively, to interest expense.
Conversions to Common Stock
During nine months ended December 31, 2015, the holders of the Convertible Note Payable dated September 30, 2014 converted principal and accrued interest in the amounts show below into share of common stock at a rate of $0.20 per share. On the conversion date, the unamortized discount related to the principal amount converted was immediately amortized to interest expense. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement that provided for conversion.
Date |
| Amount |
|
| Number of Shares |
|
| Discount |
| |||
April 14, 2015 |
| $ | 80,000 |
|
|
| 400,000 |
|
| $ | 62,851 |
|
April 23, 2015 |
|
| 60,000 |
|
|
| 300,000 |
|
|
| 56,005 |
|
April 24, 2015 |
|
| 80,000 |
|
|
| 400,000 |
|
|
| 75,176 |
|
May 22, 2015 |
|
| 43,785 |
|
|
| 218,923 |
|
|
| 40,368 |
|
Total |
| $ | 263,785 |
|
|
| 1,318,923 |
|
| $ | 234,400 |
|
During nine months ended December 31, 2015, the holders of the Convertible Note Payable dated December 31, 2014 converted principal and accrued interest in the amounts show below into share of common stock at a rate of $0.08 per share. On the conversion date, the unamortized discount related to the principal amount converted was immediately amortized to interest expense. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement that provided for conversion.
Date |
| Amount |
|
| Number |
|
| Discount |
| |||
July 1, 2015 |
| $ | 67,200 |
|
|
| 840,000 |
|
| $ | 57,651 |
|
September 14, 2015 |
|
| 40,800 |
|
|
| 510,000 |
|
|
| 35,714 |
|
November 16, 2015 |
|
| 19,836 |
|
|
| 247,944 |
|
|
| 16,625 |
|
Total |
| $ | 127,836 |
|
|
| 1,597,944 |
|
| $ | 109,990 |
|
11 |
During nine months ended December 31, 2015, the holders of the Convertible Note Payable dated March 31, 2014 converted principal and accrued interest in the amounts show below into share of common stock at a rate of $0.11 per share. On the conversion date, the unamortized discount related to the principal amount converted was immediately amortized to interest expense. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement that provided for conversion.
Date |
| Amount |
|
| Number of |
|
| Discount |
| |||
October 26, 2015 |
| $ | 58,850 |
|
|
| 535,000 |
|
| $ | 51,176 |
|
November 16, 2015 |
|
| 19,476 |
|
|
| 177,059 |
|
|
| 18,060 |
|
Total |
| $ | 78,326 |
|
|
| 712,059 |
|
| $ | 69,236 |
|
Note 7. Debt Commitments
During the next five years, we will need to repay $502,660 of principal due on our notes and convertible notes. The repayment schedule is as follows:
| Twelve months ended December 31, |
| ||||||||||||||||||||||
| 2016 |
|
| 2017 |
|
| 2018 |
|
| 2019 |
|
| 2020 |
|
| Total |
| |||||||
Convertible notes payable |
|
| — |
|
| $ | 113,806 |
|
| $ | 388,854 |
|
|
| — |
|
|
| — |
|
| $ | 502,660 |
|
Notes payable |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Other debt |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Total |
|
| — |
|
| $ | 113,806 |
|
| $ | 388,854 |
|
|
| — |
|
|
| — |
|
| $ | 502,660 |
|
Note 8. Related Party Transactions
During the nine months ended December 31, 2015, KM Delaney & Associates has provided office space and certain administrative functions to the Company. The services include provision of a furnished executive suite, use of office equipment and supplies, accounting and bookkeeping services, treasury and cash management services, financial reporting, and other support staffing requirements. As part of the services provided to us, KMDA receives advances from the lender (see footnote 4) and disburses those funds to us. During the nine months ended December 31, 2015, KMDA billed us $142,881 for those services. This included $54,000 for the three months ended March 31, 2015, which we have previously accrued. As of December 31, 2015, we owed KMDA $26,481, which is included in accounts payable on the balance sheet.
Note 9. Stockholders' Equity
Conversion of shares
During nine months ended December 31, 2015, the holders of our convertible notes elected to convert principal and interest into shares of common stock as detailed below:
Date |
| Amount |
|
| Number of Shares Issued |
| ||
April 14, 2015 |
| $ | 80,000 |
|
|
| 400,000 |
|
April 23, 2015 |
|
| 60,000 |
|
|
| 300,000 |
|
April 24, 2015 |
|
| 80,000 |
|
|
| 400,000 |
|
May 22, 2015 |
|
| 43,785 |
|
|
| 218,923 |
|
July 1, 2015 |
|
| 67,200 |
|
|
| 840,000 |
|
September 14, 2015 |
|
| 40,800 |
|
|
| 510,000 |
|
October 26, 2015 |
|
| 58,850 |
|
|
| 535,000 |
|
November 16, 2015 |
|
| 19,476 |
|
|
| 177,059 |
|
November 16, 2015 |
|
| 19,836 |
|
|
| 247,944 |
|
Total |
| $ | 469,947 |
|
|
| 3,628,926 |
|
Note 10. Business Segments
The Company has two reportable operating segments: (1) real estate investing and (2) real estate brokerage services. These reportable segments are managed separately due to differences in their products. We discontinued our basketball consulting and coaching segment on January 1, 2015.
12 |
The results of operations and financial position of the two reportable operating segments and corporate were as follows:
Results of Operations:
|
| Nine months ended |
|
| Three months ended |
| ||||||||||
| 2015 |
|
| 2014 |
|
| 2015 |
|
| 2014 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
REVENUE |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Real estate investing |
| $ | 41,250 |
|
| $ | — |
|
| $ | 12,120 |
|
| $ | — |
|
Real estate brokerage services |
|
| 40,048 |
|
|
| — |
|
|
| 3,248 |
|
|
| — |
|
Basketball consulting |
|
| — |
|
|
| 17,232 |
|
|
| — |
|
|
| 9,392 |
|
Corporate |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
| $ | 81,297 |
|
| $ | 17,232 |
|
| $ | 15,368 |
|
| $ | 9,392 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
GROSS PROFIT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate investing |
| $ | 23,465 |
|
| $ | — |
|
| $ | 1,514 |
|
| $ | — |
|
Real estate brokerage services |
|
| 41,399 |
|
|
| — |
|
|
| 4,598 |
|
|
| — |
|
Basketball consulting |
|
| — |
|
|
| 13,998 |
|
|
| — |
|
|
| 7,619 |
|
Corporate |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
| $ | 64,864 |
|
| $ | 13,998 |
|
| $ | 6,112 |
|
| $ | 7,619 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
GENERAL AND ADMINISTRATIVE EXPENSE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate investing |
| $ | 34,829 |
|
| $ | 20,315 |
|
| $ | 11,143 |
|
| $ | 14,210 | ) |
Real estate brokerage services |
|
| 71,373 |
|
|
| — |
|
|
| 22,184 |
|
|
| — |
|
Basketball consulting |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Corporate |
|
| 380,390 |
|
|
| 389,853 |
|
|
| 112,588 |
|
|
| 163,523 |
|
| $ | 486,592 |
|
| $ | 410,168 |
|
| $ | 145,915 |
|
| $ | 177,733 |
|
Corporate operating expense includes general and administrative costs not allocated to operating segments.
| December 31, |
|
| March 31, |
| |||
|
|
|
|
|
| |||
TOTAL ASSETS |
|
|
|
|
|
| ||
Real estate investing |
| $ | 65,705 |
|
| $ | 78,912 |
|
Real estate brokerage services |
|
| 2,073 |
|
|
| 7,179 |
|
Discontinued operations |
|
| — |
|
|
| 61,970 |
|
Corporate |
|
| 816 |
|
|
| 1,394 |
|
| $ | 68,595 |
|
| $ | 149,455 |
|
13 |
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSOVERVIEW
Taylor Consulting Inc. ("Taylor" or, collectively with its subsidiaries, the "Company") was incorporated in Delaware on February 29, 2012. Taylor engaged in consulting to improve performance enhancement and maximization of basketball related activities. As of January 1, 2015, the Company has discontinued its basketball consulting business to focus on the real estate opportunities. Our year-end is March 31.
On April 3, 2014, we formed Third Avenue Development LLC ("Third Avenue") on April 3, 2014 under the laws of the State of Texas. The Company engages in acquiring properties in the country's top performing real estate markets, specifically those that are experiencing booms as a result of mineral and oil development.
On October 10, 2014, Third Avenue acquired White Buffalo Property Solutions, LLC ("White Buffalo"), a Texas limited liability company. White Buffalo, a licensed real estate broker based in Abilene, Texas, compliments our ability to offer real estate services in the Texas oil market.
Critical Accounting Policies
We prepare our Consolidated financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends, and other factors that management believes to be important at the time the condensed Consolidated financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our condensed consolidated financial statements.
While we believe that the historical experience, current trends and other factors considered support the preparation of our condensed consolidated financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.
For a full description of our critical accounting policies, please refer to Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report for the year ended March 31, 2015 on Form 10-K.
Results of Operations
Nine months ended December 31, 2015 compared to the nine months ended December 31, 2014.
Revenue
Revenue increased to $81,297 for the nine months ended December 31, 2015, compared to $17,232 for the nine months ended December 31, 2014. The increase is due to increased property sales by Third Avenue, our real estate investing company and increased broker commissions from White Buffalo, our real estate brokerage services company.
14 |
Cost of Goods Sold
Cost of Goods Sold increased to $16,433 for the nine months ended December 31, 2015, compared to $3,234 for the comparable period in 2014. This related entirely to unimproved real estate sold by Third Avenue.
Gross Profit
Gross profit increased to $64,864 for the nine months ended December 31, 2015, compared to $13,998 for the nine months ended December 31, 2014. The increase is because both Third Avenue and White Buffalo began earning revenue during the current year.
General and Administrative Expenses
We recognized general and administrative expenses in the amount of $486,592 and $410,168 for the nine months ended December 31, 2015 and ended 2014, respectively. The increase was due to the increased activity at Third Avenue and White Buffalo, and an increase in professional fees.
Interest Expense
Interest expense increased from $15,188 for the nine months ended December 31, 2014 to $467,763 for the nine months ended December 31, 2015. Interest expense for the nine months ended December 31, 2015 included amortization of discount on convertible notes payable in the amount of $442,554, compared to $7,607 for the comparable period of 2014. The remaining amount is the result of interest on our convertible notes during the current period. In the prior period, we held no interest-bearing loans.
Net Loss
We incurred a net loss of $829,608 for the nine months ended December 31, 2015 as compared to $408,921 for the comparable period of 2014. The decrease in the net loss was primarily the result of the increase in interest expense, primarily on our convertible notes.
Three months ended December 31, 2015 compared to the three months ended December 31, 2014.
Revenue
Revenue increased to $15,368 for the three months ended December 31, 2015, compared to $9,392 for the three months ended December 31, 2014 due to higher sales of unimproved real estate and increased real estate commissions.
Cost of Goods Sold
Cost of Goods Sold increased to $9,256 for the three months ended December 31, 2015, compared to $1,773 for the comparable period in 2014. During the period ended December 31, 2014, our revenue came from sources that provided services, and did not incur cost of sales.
Gross Profit
Revenue decreased to $6,112 for the nine months ended December 31, 2015, compared to $7,619 for the three months ended December 31, 2014 as a result of to higher sales of unimproved real estate and increased real estate commissions.
15 |
General and Administrative Expenses
We recognized general and administrative expenses in the amount of $145,915 and $177,733 for the three months ended December 31, 2015 and ended 2014, respectively. The decrease is due to lower spending on professional fees.
Interest Expense
Interest expense increased from $15,188 for the three months ended December 31, 2014 to $109,971 for the nine months ended December 31, 2015. Interest expense for the three months ended December 31, 2015 included amortization of discount on convertible notes payable in the amount of $98,731, compared to $7,607 for the comparable period of 2014. The remaining amount is the result of interest on our convertible notes during the current period. In the prior period, we held no interest-bearing loans.
Net Loss
We incurred a net loss of $249,745 for the three months ended December 31, 2015 as compared to $183,593 for the comparable period of 2014. The increase in the net loss was primarily the result of increased interest expense.
Liquidity and Capital Resources
At December 31, 2015, we had cash on hand of $9,202. The company has negative working capital of $53,851. Net cash used in operating activities for the nine months ended December 31, 2015 was $581,046. Cash on hand is adequate to fund our operations for less than one month. We do not expect to achieve positive cash flow from operating activities in the near future. We will require additional cash in order to implement our business plan. There is no guarantee that we will be able to attain fund when we need them or that funds will be available on terms that are acceptable to the Company. We have no material commitments for capital expenditures as of December 31, 2015.
Additional Financing
Additional financing is required to continue operations. Although actively searching for available capital, the Company does not have any current arrangements for additional outside sources of financing and cannot provide any assurance that such financing will be available.
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, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
16 |
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
This item is not applicable to small reporting companies.
ITEM 4. CONTROLS AND PROCEDURES
Management's Report on Internal Control over Financial Reporting
We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2015. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2015, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed by us under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
1. | As of December 31, 2015, we did not maintain effective controls over the control environment. Specifically, we have not developed and effectively communicated to our employees our accounting policies and procedures. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness. | |
2. | As of December 31, 2015, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness. |
Our management, including our principal executive officer and principal financial officer, who is the same person, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
Change in Internal Controls Over Financial Reporting
There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to have a material effect, our internal controls over financial reporting.
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PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder are an adverse party or has a material interest adverse to us.
ITEM 1A. RISK FACTORS
This item is not applicable to small reporting companies.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On October 26, 2015, we issued 535,000 shares of common stock upon conversion of a $58,850 portion of a convertible promissory note.
On November 16, 2015, we issued 177,059 shares of common stock upon conversion of a $19,476 portion of a convertible promissory note.
On November 16, 2015, we issued 247,944 shares of common stock upon conversion of a $19,836 portion of a convertible promissory note.
Each issuance of securities was issued without registration in reliance of the exemption from registration Section 3(a)9 of the Securities Act of 1933.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The Company has not defaulted upon senior securities.
ITEM 4. MINE SAFETY DISCLOSURES
This item is not applicable.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
3.1 |
| Articles of Incorporation1 |
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3.2 |
| Bylaws1 |
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| Code of Ethics1 |
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| Subsidiaries of the Registrant3 |
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31.1 |
| Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer and principal financial and account officer. |
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32.1 |
| Section 1350 Certification of principal executive officer and principal financial accounting officer. |
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101* |
| XBRL data files of Financial Statement and Notes contained in this Quarterly Report on Form 10-Q.2,3 |
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(1) | Incorporated by reference to our Form S-1 filed with the Securities and Exchange Commission on May 8, 2012 |
(2) | In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed "furnished" and not "filed." |
(3) | Filed or furnished herewith |
(4) | To be submitted by amendment |
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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.
Taylor Consulting, Inc. | |||
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Date: February 22, 2016 | By: | /s/ Scott Wheeler |
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| Scott Wheeler |
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| President, Secretary, Treasurer, Principal Executive Officer, Principal Financial and Accounting Officer and Sole Director. |
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