10-K 1 tayo_10k.htm FORM 10-K tayo_10k.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One)
 
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended March 31, 2013
 
OR
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _____________ to _____________
 
Taylor Consulting Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
8741
 
30-0721344
(State or other jurisdiction
of incorporation or organization)
 
(Primary Standard Industrial
Classification Code Number)
 
IRS I.D.
 
65 Ursini Dr. Hamden, CT
 
06514
 (Address of principal executive offices)
 
(Zip Code)
 
Telephone: 619-301-8645
 
Securities registered pursuant to Section 12(b) of the Act: None
 
Securities registered pursuant to Section 12(g) of the Act: None

(Title of class)
________________________________________
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o   No x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o   No x
 
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 (or for such shorter period that the registrant was required to submit and post such files).  Yes x   No o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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. (Check one):
 
Large accelerated filer
o
Accelerated filer
o
       
Non-accelerated filer
o
Smaller reporting company
x
(Do not check if a smaller reporting company)
   
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.)  Yes o    No x
 
The aggregate market value of the Registrant’s Common Stock held by non-affiliates of the Registrant (based upon the closing price of the Registrant’s Common Stock as of September 30, 2012) was approximately $60,400 (based on 3,020,000 shares of common stock owned by non-affiliates at a price of $.02 per share for aggregate of approximately $60,400).  Shares of the Registrant’s Common Stock held by each executive officer and director and by each entity or person that, to the Registrant’s knowledge, owned 5% or more of the Registrant’s outstanding Common Stock as of September 30, 2012 have been excluded in that such persons may be deemed to be affiliates of the Registrant.  This determination of affiliate status is not necessarily a conclusive determination for other purposes.
 
The number of outstanding shares of Registrant’s Common Stock, $0.001 par value, was 8,020,000 shares as of March 31, 2013.
 


 
 

 
 
TABLE OF CONTENTS
 
PART I   Page  
       
Item 1.
Description of Business
    4  
Item 2.
Description of Property
    8  
Item 3.
Legal Proceedings
    8  
Item 4.
Mine Safety Disclosures
    8  
Item 5.
Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities
    9  
Item 6.
Selected Consolidated Financial Data
    9  
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operation
    10  
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
    15  
Item 8.
Financial Statements
    F-1  
Item 9.
Changes In and Disagreements With Accountants on Accounting and Financial Disclosures
    16  
Item 9A.
Controls and Procedures
    16  
Item 9B.
Other Information
    16  
Item 10.
Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act
    17  
Item 11.
Executive Compensation
    18  
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    20  
Item 13.
Certain Relationships and Related Transactions, and Director Independence.
    21  
Item 14.
Principal Accountant Fees and Services
    21  
Item 15.
Exhibits
    22  
 
 
2

 
 
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION
 
This Annual Report on Form 10-K, the other reports, statements, and information that we have previously filed or that we may subsequently file with the Securities and Exchange Commission, or SEC, and public announcements that we have previously made or may subsequently make include, may include, incorporate by reference or may incorporate by reference certain statements that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to enjoy the benefits of that act. Unless the context is otherwise, the forward-looking statements included or incorporated by reference in this Form 10-K and those reports, statements, information and announcements address activities, events or developments that Taylor Consulting, Inc. (hereinafter referred to as “we,” “us,” “our,” “our Company” or “Taylor Consulting”) expects or anticipates, will or may occur in the future. Any statements in this document about expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “will continue,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” and similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties, which could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this document. All forward-looking statements concerning economic conditions, rates of growth, rates of income or values as may be included in this document are based on information available to us on the dates noted, and we assume no obligation to update any such forward-looking statements. It is important to note that our actual results may differ materially from those in such forward-looking statements due to fluctuations in interest rates, inflation, government regulations, economic conditions and competitive product and pricing pressures in the geographic and business areas in which we conduct operations, including our plans, objectives, expectations and intentions and other factors discussed elsewhere in this Report.
 
Certain risk factors could materially and adversely affect our business, financial conditions and results of operations and cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us, and you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made and we do not undertake any obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. The risks and uncertainties we currently face are not the only ones we face. New factors emerge from time to time, and it is not possible for us to predict which will arise. There may be additional risks not presently known to us or that we currently believe are immaterial to our business. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, you may lose all or part of your investment.
 
The industry and market data contained in this report are based either on our management’s own estimates or, where indicated, independent industry publications, reports by governmental agencies or market research firms or other published independent sources and, in each case, are believed by our management to be reasonable estimates. However, industry and market data is subject to change and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market shares. We have not independently verified market and industry data from third-party sources. In addition, consumption patterns and customer preferences can and do change. As a result, you should be aware that market share, ranking and other similar data set forth herein, and estimates and beliefs based on such data, may not be verifiable or reliable.
 
 
3

 

PART I
 
Item 1. Description of Business
 
Organization

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 $62,700 of revenue from inception through March 31, 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
     
   
International Basketball Events
   
Melbourne, Australia skill development/evaluation basketball camp
   
Tokyo, Japan international basketball skill development and evaluation camp
     
·
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
 
 
4

 
 
·
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 regard to success on the court and the better the program with regard 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.

There is the risk of personal injuries and accidents in connection with basketball events for which we are hired to perform management and consulting services as well as in connection with our coaching activities, which could subject us to personal injury or other claims and increase our expenses. Personal injuries and accidents may occur from time to time in connection with these planned activities which could subject us to claims and liabilities for personal injuries, reducing operating income. Although we maintain insurance polices that provide coverage within limits that are sufficient, in management’s judgment, to protect us from material financial loss for personal injuries sustained by persons who attend these events or who we coach in the ordinary course of business, there can be no assurance that such insurance will be adequate at all times and in all circumstances.
 
 
5

 

Marketing

We plan a marketing campaign via direct messaging through social media such as Twitter, and Facebook. We plan to send out emails nationwide to a large database that we will accumulate over the years. We also plan on reaching out to middle schools, high schools and universities, as well as youth organizations such as the Boys and Girls clubs, YMCA’s, YWCA’s, Parks and Recreations departments and other forms of youth organizations such as the Boy Scouts and Girl Scouts; by meeting with these organizations in person once we have made contact thorough our marketing efforts. We believe strongly in face-to-face encounters and a personal touch.  

During the next 12 months, we anticipate engaging in the following activities to support the implementation of our business plan at the maximum optimal level, although we may vary our plans depending upon operational conditions and available funding:
 
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.

As of March 31, 2013, we had approximately $43,246 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 filing requirements in remaining a public reporting company, estimated to be approximately $40,000 annually. We anticipate that we will 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 we have.
 
Accordingly, we estimate our total need for funds for operations at our current level, including all expense of remaining a public reporting company and continuing operations at their current level in the next 12 months to be $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 level 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 if we do not generate sufficient cash flow in addition to our cash on hand to fund these expenses.
 
 
6

 

Competition
 
Competition in the basketball sports coaching industry is intense. We will face direct competition by other sports consultants and coaching organizations, both large and small. The basketball sports coaching industry is fragmented. We will initially be a small competitor in the market.
 
Our principal larger competitors will be more established national AAU organizations and shoe companies such as Nike and Adidas. We intend to compete with these larger competitors by providing a more “hands on” approach that specializes in a program’s specific needs and targeting more regional/local markets. There are numerous other small to mid-size sports consulting businesses which we will also compete with, by offering a program with management with a larger scale program experience. Our management has experience in the industry. Management has been involved in large national events such as Adidas Superstar Camp, National Phenom Camps, Adidas West Coast All-Star Camp, and Snow Valley Basketball Camp for over a decade working during school holidays and on weekends while teaching. Management knows what events are the best to attend to bring publicity and attention to specific players, coaches and programs. Most small market consultations do not have this national experience that our management has. On the other end of the spectrum, the larger more national companies have no focus on and experience with what goes on at a more local level.
 
However, many of our existing and potential competitors have substantially greater research and product development capabilities and financial, marketing and human resources than we do. As a result, these competitors may:
 
· 
succeed in developing services that are equal to or superior to our services or potential services or that achieve greater market acceptance than our services or potential services;
· 
devote greater resources to developing, marketing or selling their services; 
· 
respond more quickly to new or emerging trends which could render our services or potential services obsolete or less preferable;
· 
withstand price competition more successfully than we can; 
· 
establish cooperative relationships among themselves or with third parties that enhance their ability to address the needs of our customers or prospective customers; and 

As of March 31, 2013, $1,500 has been advanced under this Agreement.
 
Regulatory and Environmental Matters
 
For NCAA certified events, we need to follow NCAA guidelines which govern matters such as:

·
Certification of administration and coaches
·
Contacts between players and coaches/universities
·
Prohibition on illegal financial or material benefits from universities

We are not subject to Environmental Regulations.
 
 
7

 
 
Research and Development
 
We have not incurred research and development expenses in the last two fiscal years.

Our Intellectual Property
 
We have no intellectual property.
 
Our Employees
 
Our only employees are our management. We have no collective bargaining agreement with our employees. We consider our relationship with our employees to be excellent.
 
Additional Information
 
We are a public company and file annual, quarterly and special reports and other information with the SEC. We are not required to, and do not intend to, deliver an annual report to security holders. You may read and copy any document we file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference room. Our filings are also available, at no charge, to the public at http://www.sec.gov.
 
Item 2.  Description of Property

Office space is currently provided by our president Dave Taylor in his residence at no charge.

We do not intend to renovate, improve, or develop properties. We are not subject to competitive conditions for property and currently have no property to insure. We have no policy with respect to investments in real estate or interests in real estate and no policy with respect to investments in real estate mortgages. Further, we have no policy with respect to investments in securities of or interests in persons primarily engaged in real estate activities.
 
Item 3.  Legal Proceedings

We are not a party to any material legal proceedings nor are we aware of any circumstance that may reasonably lead any third party to initiate material legal proceedings against us.
 
Item 4.  Mine Safety Disclosures

None
 
 
8

 

PART II
 
Item 5.  Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities
 
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
Trading History

Our common stock is quoted on the Over-The-Counter Bulletin Board under the symbol “TAYO.”
 
As of March 31, 2013, our stock has not traded.
 
Dividends
 
We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects and other factors that the Board of Directors considers relevant.
 
There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Delaware Revised Statutes, however, prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:
 
 
we would not be able to pay our debts as they become due in the usual course of business; or

 
our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution, unless otherwise permitted under our articles of incorporation.
 
Securities Authorized for Issuance Under Equity Compensation Plans

None
 
Item 6.  Selected Consolidated Financial Data
 
Not required.
 
 
9

 
 
Item 7.  Management’s Discussion and Analysis of Financial Condition and Results 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 $62,700 of revenue from inception through March 31, 2013:
 
 
10

 
 
·   
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
     
   
International Basketball Events
   
Melbourne, Australia skill development/evaluation basketball camp
   
Tokyo, Japan international basketball skill development and evaluation camp
     
·   
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.
 
 
11

 

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.

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
 
FASB Accounting Standards Update No. 2011-08

In September 2011, the FASB issued the FASB Accounting Standards Update No. 2011-08 “Intangibles—Goodwill and Other: Testing Goodwill for Impairment” (“ASU 2011-08”). This Update is to simplify how public and nonpublic entities test goodwill for impairment. The amendments permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. Under the amendments in this Update, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount.
 
 
12

 

The guidance is effective for interim and annual periods beginning on or after December 15, 2011. Early adoption is permitted.

FASB Accounting Standards Update No. 2011-11

In December 2011, the FASB issued the FASB Accounting Standards Update No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS.

The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.

FASB Accounting Standards Update No. 2012-02

In July 2012, the FASB issued the FASB Accounting Standards Update No. 2012-02 “Intangibles—Goodwill and Other (Topic 350) Testing Indefinite-Lived Intangible Assets for Impairment” (“ASU 2012-02”).

This Update is intended to reduce the cost and complexity of testing indefinite-lived intangible assets other than goodwill for impairment. This guidance builds upon the guidance in ASU 2011-08, entitled Testing Goodwill for Impairment. ASU 2011-08 was issued on September 15, 2011, and feedback from stakeholders during the exposure period related to the goodwill impairment testing guidance was that the guidance also would be helpful in impairment testing for intangible assets other than goodwill.

The revised standard allows an entity the option to first assess qualitatively whether it is more likely than not (that is, a likelihood of more than 50 percent) that an indefinite-lived intangible asset is impaired, thus necessitating that it perform the quantitative impairment test. An entity is not required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative impairment test unless the entity determines that it is more likely than not that the asset is impaired.

This Update is effective for annual and interim impairment tests performed in fiscal years beginning after September 15, 2012. Earlier implementation is permitted.

Other Recently Issued, but not Yet Effective Accounting Pronouncements

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:
 
 
13

 
 
   
(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.
 
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

For the period from February 29, 2012 (date of inception) to March 31, 2013, we had $62,700 in revenues, and $23,908 in cost of revenues, giving rise to a gross profit of $38,792. Operating expenses for this period totaled $51,644, of which $24,850 was professional fees, $13,632 officer’s compensation, and $13,162 of general and administrative expenses. A foreign currency transaction loss of $2,265 and a state income tax provision of $1,122 have been made for the period from February 29, 2012 (date of inception) to March 31, 2013, resulting in a net loss of $16,239.

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  
 
 
14

 
 
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.
 
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 $62,700 of revenue and no accounts receivable through March 31, 2013.
 
As of March 31, 2013, we had approximately $43,246 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 going and 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 $145,000 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 June 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 December 31, 2012, the recorded capital contribution of $15,132 was re-classed as loan payable and repaid. Further, for the year ended March 31, 2013, the Company’s stockholder paid $1,500 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 7A.  Quantitative and Qualitative Disclosures About Market Risk
 
Not required.
 
 
15

 
 
Item 8.  Financial Statements

Taylor Consulting, Inc.
(A Development Stage Company)
March 31, 2013 and 2012

Index to the Financial Statements

Contents
  Page(s)  
       
Report of Independent Registered Public Accounting Firm     F-2  
         
Balance Sheets at March 31, 2013 and 2012     F-3  
         
Statements of Operations for the fiscal year ended March 31, 2013, for the Period from February 29, 2012 (Inception) through March 31, 2012 and for the Period from February 29, 2012 (Inception) through March 31, 2013     F-4  
         
Statement of Stockholders' Equity for the Period from February 29, 2012 (Inception) through March 31, 2013     F-5  
         
Statements of Cash Flows for the fiscal year ended March 31, 2013, for the Period from February 29, 2012 (Inception) through March 31, 2012 and for the Period from February 29, 2012 (Inception) through March 31, 2013     F-6  
         
Notes to the Financial Statements
    F-7  
 
 
F-1

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders’ of
Taylor Consulting, Inc.
Hamden, Connecticut

We have audited the accompanying balance sheets of Taylor Consulting, Inc., a development stage company, (the “Company”) as of March 31, 2013 and 2012 and the related statements of operations, stockholders’ equity and cash flows for the fiscal year ended March 31, 2013, for the period from February 29, 2012 (inception) through March 31, 2012 and for the period from February 29, 2012 (inception) through March 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2013 and 2012 and the results of its operations and its cash flows for the fiscal year ended March 31, 2013, for the period from February 29, 2012 (inception) through March 31, 2012 and for the period from February 29, 2012 (inception) through March 31, 2013 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company had a deficit accumulated during the development stage at March 31, 2013 and had a net loss and net cash used in operating activities for the fiscal year then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
/s/Li and Company, PC
Li and Company, PC

Skillman, New Jersey
May 1, 2013
 
 
F-2

 
 
TAYLOR CONSULTING, INC.
 (A Development Stage Company)
 Balance Sheets
 
   
March 31,
2013
   
March 31,
2012
 
ASSETS
           
CURRENT ASSETS:
           
Cash
  $ 43,246     $ 14,185  
Income tax receivable
    1,913       -  
                 
Total Current Assets
    45,159       14,185  
                 
OFFICE EQUIPMENT
               
Office equipment
    908       -  
Accumulated depreciation
    (301 )     -  
                 
Office Equipment, net
    607       -  
                 
Total Assets
  $ 45,766     $ 14,185  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
CURRENT LIABILITIES:
               
Income tax payable
    -       3,035  
Accrued expenses
    -       525  
Advances from stockholder
    1,500       802  
                 
Total Current Liabilities
    1,500       4,362  
                 
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 and 5,000,000 shares issued and outstanding, respectively
    8       5  
Additional paid-in capital
    60,497       100  
Earnings (deficit) accumulated during the development stage
    (16,239 )     9,718  
                 
Total Stockholders' Equity
    44,266       9,823  
                 
Total Liabilities and Stockholders' Equity
  $ 45,766     $ 14,185  
 
 See accompanying notes to the financial statements.
 
 
F-3

 
 
TAYLOR CONSULTING, INC.
(A Development Stage Company)
Statements of Operations
 
         
For the Period from
   
For the Period from
 
   
For the Fiscal Year
   
February 29, 2012(inception)
   
February 29, 2012(inception)
 
   
Ended
   
 through
   
 through
 
   
March 31, 2013
   
March 31, 2012
   
March 31, 2013
 
                   
Revenue earned during the development stage
  $ 48,620     $ 14,080     $ 62,700  
                         
Cost of revenue
    23,106       802       23,908  
                         
Gross Margin
    25,514       13,278       38,792  
                         
OPERATING EXPENSES:
                       
Officer's compensation
    13,632       -       13,632  
Professional fees
    24,325       525       24,850  
General and administrative
    13,162       -       13,162  
                         
Total operating expenses
    51,119       525       51,644  
                         
LOSS FROM OPERATIONS
    (25,605 )     12,753       (12,852 )
                         
OTHER (INCOME) EXPENSE:
                       
Foreign currency transaction (gain) loss
    2,265       -       2,265  
                         
Other (income) expense, net
    2,265       -       2,265  
                         
Income (loss) before income tax provision (benefit)
    (27,870 )     12,753       (15,117 )
                         
Income tax provision (benefit)
                       
Federal
    (1,913 )     1,913       -  
State
    -       1,122       1,122  
                         
Total income tax provision (benefit)
    (1,913 )     3,035       1,122  
                         
NET INCOME (LOSS)
  $ (25,957 )   $ 9,718     $ (16,239 )
                         
NET INCOME (LOSS) PER COMMON SHARE
                       
- BASIC AND DILUTED:
  $ (0.00 )   $ 0.00          
                         
Weighted average common shares outstanding
                       
- basic and diluted
    7,341,406       2,903,000          

 See accompanying notes to the financial statements.
 
 
F-4

 
 
TAYLOR CONSULTING, INC.
(A Development Stage Company)
Statement of Stockholders' Equity
For the Period from February 29, 2012 (Inception) through March 31, 2013
 
                     
Earnings (Deficit)
       
   
Common Stock, Par Value $0.000001
   
Additional
   
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 pers hare 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  

 See accompanying notes to the financial statements.
 
 
F-5

 
 
TAYLOR CONSULTING, INC.
 (A Development Stage Company)
 Statements of Cash Flows
 
         
For the Period from
   
For the Period from
 
   
For the Fiscal Year
   
February 29, 2012(inception)
   
February 29, 2012(inception)
 
   
ended
   
 through
   
 through
 
   
March 31, 2013
   
March 31, 2012
   
March 31, 2013
 
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
Net income (loss)
  $ (25,957 )   $ 9,718     $ (16,239 )
Adjustments to reconcile net loss to net cash used in operating activities:
                 
Depreciation
    301       -       301  
Changes in operating assets and liabilities:
                       
Income tax receivable
    (1,913 )     -       (1,913 )
Income tax payable
    (3,035 )     3,035       -  
Accrued expenses
    (525 )     525       -  
                         
Net cash provided by (used in) operating activities
    (31,129 )     13,278       (17,851 )
                         
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 stockholder
    698       802       1,500  
Capital contribution
    -       100       100  
Proceeds from sale of common stock, net
    60,400       5       60,405  
                         
Net cash provided by financing activities
    61,098       907       62,005  
                         
NET CHANGE IN CASH
    29,061       14,185       43,246  
                         
Cash at beginning of period
    14,185       -       -  
                         
Cash at end of period
  $ 43,246     $ 14,185     $ 43,246  
                         
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
                 
Interest paid
  $ -     $ -     $ -  
Income tax paid
  $ 3,051     $ -     $ 3,051  
 
See accompanying notes to the financial statements.
 
 
F-6

 
 
Taylor Consulting, Inc.
 (A Development Stage Company)
March 31, 2013 and 2012
Notes to the Financial Statements
 
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 financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

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.
 
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.

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.
 
 
F-7

 

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 accrued expenses, 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.

It is not, however, practical to determine the fair value of advances from stockholder, if any, due to their related party nature.

Fiscal Year-End

The Company elected March 31st as its fiscal year-end date.

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.
 
 
F-8

 

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.

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.
 
 
F-9

 

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.

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.
 
 
F-10

 

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.
 
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 fiscal year ended March 31, 2013 or for the period from February 29, 2012 (inception) through March 31, 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 fiscal year ended March 31, 2013 or for the period from February 29, 2012 (inception) through March 31, 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.
 
 
F-11

 

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

FASB Accounting Standards Update No. 2011-08

In September 2011, the FASB issued the FASB Accounting Standards Update No. 2011-08 “Intangibles—Goodwill and Other: Testing Goodwill for Impairment” (“ASU 2011-08”). This Update is to simplify how public and nonpublic entities test goodwill for impairment. The amendments permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. Under the amendments in this Update, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount.

The guidance is effective for interim and annual periods beginning on or after December 15, 2011. Early adoption is permitted.

FASB Accounting Standards Update No. 2011-11

In December 2011, the FASB issued the FASB Accounting Standards Update No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS.

The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.

FASB Accounting Standards Update No. 2012-02

In July 2012, the FASB issued the FASB Accounting Standards Update No. 2012-02 “Intangibles—Goodwill and Other (Topic 350) Testing Indefinite-Lived Intangible Assets for Impairment” (“ASU 2012-02”).

This Update is intended to reduce the cost and complexity of testing indefinite-lived intangible assets other than goodwill for impairment. This guidance builds upon the guidance in ASU 2011-08, entitled Testing Goodwill for Impairment. ASU 2011-08 was issued on September 15, 2011, and feedback from stakeholders during the exposure period related to the goodwill impairment testing guidance was that the guidance also would be helpful in impairment testing for intangible assets other than goodwill.
 
 
F-12

 

The revised standard allows an entity the option to first assess qualitatively whether it is more likely than not (that is, a likelihood of more than 50 percent) that an indefinite-lived intangible asset is impaired, thus necessitating that it perform the quantitative impairment test. An entity is not required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative impairment test unless the entity determines that it is more likely than not that the asset is impaired.

This Update is effective for annual and interim impairment tests performed in fiscal years beginning after September 15, 2012. Earlier implementation is permitted.

Other Recently Issued, but not Yet Effective Accounting Pronouncements

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 accompanying 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 accompanying consolidated financial statements, the Company had a deficit accumulated during the development stage at March 31, 2013, a net loss and net cash used in operating activities for the fiscal year 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-13

 
 
Note 4 – Computer Equipment

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

 
March 31,
2013
 
       
Computer equipment
  $ 908  
         
Less accumulated depreciation
    (301 )
         
    $ 607  
 
Depreciation expense

Depreciation expense for the fiscal year ended March 31, 2013 was $301.

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 Five Million (10,000,000) shares shall be Preferred Stock, par value $0.000001 per share, and Ninety Five 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.
 
 
F-14

 
 
Capital Contribution

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

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 fiscal year ended March 31, 2013, the Company’s significant stockholder paid $1,500 of expenses associated with the generation of consulting revenue during the period. These advances are non-interest bearing and payable on demand.

Note 7 – Income Tax Provision

Deferred Tax Assets

At March 31, 2013, the Company had net operating losses (“NOL”) for Federal income tax purposes of $15,117 that may be offset against prior years taxable income or future taxable income through 2033. The Company has elected to carry-back $12,753 of the current year loss of $27,870 and utilize $1,913 of its NOL against its prior year tax payment. This amount has been shown as an income tax receivable on the balance sheet and as an income tax benefit in the statement of operations. No tax benefit has been reported with respect to the remaining net operating loss carry-forwards of $15,117 in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets of approximately $5,140 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance.

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realization. The valuation allowance increased approximately $5,140 for the fiscal year ended March 31, 2013.
 
 
F-15

 

Components of deferred tax assets are as follows:

   
March 31,
2013
   
March 31,
2012
 
Net deferred tax assets – non-current:
               
                 
Expected income tax benefit from NOL carry-forwards
 
$
5,140
   
$
-
 
                 
Less valuation allowance
   
(5,140
)
   
(-
)
             
Deferred tax assets, net of valuation allowance
 
$
-
   
$
-
 

Income Tax Provision in the Statements of Operations

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:

   
For the fiscal year ended March 31, 2013
   
For the Period from February 29, 2012 (Inception) through March 31, 2012
 
                 
Federal statutory income tax rate
   
34.0
%
   
15.0
%
                 
State of California statutory income tax rate
   
-
%
   
8.8
%
                 
Change in valuation allowance on net operating loss carry-forwards
   
(34.0
)
   
(-
)
                 
Effective income tax rate
   
0.0
%
   
23.8
%
 
 
F-16

 
 
Tax Returns Remaining subject to IRS Audits

The corporation income tax returns for the period from February 29, 2012 (inception) through March 31, 2012 were filed in August 2012. The Company has not yet filed its corporation income tax return for the fiscal year ended March 31, 2013. The Company's corporation income tax return for the period from February 29, 2012 (inception) through March 31, 2012 will remain subject to audit under the statute of limitations by the Internal Revenue Service for a period of three (3) years from the date they are filed.

Note 8 – Concentrations

During the fiscal year ended March 31, 2013 the Company derived 65% of its revenues from four (4) companies. During the period from February 29, 2012 (inception) through March 31, 2012 four (4) customers provided 100% of the Company’s sales.

Note 9 – 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-17

 
  
Item 9.  Changes In and Disagreements With Accountants on Accounting and Financial Disclosures

None
 
Item 9A.  Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer/ Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2013. Based upon such evaluation, the Chief Executive Officer/Chief Financial Officer have concluded that, as of March 31, 2013, the Company’s disclosure controls and procedures were effective. This conclusion by the Company’s Chief Executive Officer/Chief Financial Officer does not relate to reporting periods after March 31, 2013.

Management’s Report on Internal Control Over Financial Reporting

As a Section 15(d) reporting company, we are not required to conduct an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2013 based on the framework stated by the Committee of Sponsoring Organizations of the Treadway Commission.

Changes in Internal Control Over Financial Reporting

No change in the Company’s internal control over financial reporting occurred during the year ended March 31, 2013, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
Item 9B.  Other Information
 
None.
 
 
16

 
 
PART III
 
Item 10.  Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act
 
Directors and Officers

The board of directors elects our executive officers annually. A majority vote of the directors who are in office is required to fill vacancies. Each director shall be elected for the term of one year, and until his successor is elected and qualified, or until his earlier resignation or removal. Our directors and executive officers are as follows:

Name
 
Age
 
Position
         
Dave Taylor
 
46
 
President and Director
         
Jason Hitt
 
37
 
Secretary and Director
 
Dave Taylor joined us as President and Director upon formation in February 2012. From November 2010 to January 2012, he was Regional Basketball Director of The National Basketball Academy. From June 2010 to November 2010, he was a self-employed consultant in the coaching business. From August 2006 to June 2010 he was a Teacher with the San Diego Unified School District where he also served as head boys basketball, volleyball and tennis coach. He brings his extensive prior experience as a coach as well as knowledge of and experience in our industry to the Board of Directors.

Jason Hitt joined us as Secretary and Director upon formation in February 2011. From June 2011 to January 2012, he was Regional Basketball Director of The National Basketball Academy. From August 2006 to June 2011 he was a Teacher with the Linden Unified School District where he also served as head girls basketball and soccer and boys baseball coach.  He brings his significant prior experience as a coach as well as knowledge of and experience in our industry to the Board of Directors.

Family Relationships

There are no family relationships between or among our officers and directors.

Legal Proceedings

No officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following:
 
 
o
Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time,
     
 
o
Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses),
 
 
17

 
 
 
o
Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities,
     
 
o
Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
     
 
o
Having any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity.
     
 
o
Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity.
     
 
o
Having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity.
 
Code of Ethics

We do not currently have a Code of Ethics applicable to our principal executive, financial or accounting officer.

Section 16(a) Beneficial Ownership Reporting Compliance

We are not subject to Section 16(a) of the Securities Exchange Act of 1934.
 
Item 11.  Executive Compensation
 
Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our Principal Executive Officer, our two most highly compensated executive officers other than our PEO who occupied such position at the end of our latest fiscal year and up to two additional executive officers who would have been included in the table below except for the fact that they were not executive officers at the end of our latest fiscal year, by us, or by any third party where the purpose of a transaction was to furnish compensation, for all services rendered in all capacities to us or our subsidiary for the latest two fiscal years ended March 31, 2013, and March 31, 2012.

Name
 
Title
 
Year
 
Salary
   
Bonus
   
Stock
awards
   
Option
awards
   
Non equity
incentive plan
compensation
   
Non
qualified
deferred
compensation
and all
other
compensation
   
Total
compensation
 
Dave Taylor
 
Chairman CEO
 
2012
   
0
     
0
     
0
     
0
     
0
     
0
     
0
 
       
2013
   
$24,832
                                             
$24,832
 
                                                                 
Jason Hitt
 
Secretary
 
2012
   
0
     
0
     
0
     
0
     
0
     
0
     
0
 
       
2013
   
$ 4,250
                                             
$ 4,250
 
 
 
18

 

Compensation Agreements

We have no written compensation agreements with our executive officers. If our directors determine that we have sufficient resources to meet all our obligations, we may pay our executive officers additional salaries or compensation as will be determined by the Board of Directors at that time.
 
Board of Directors
 
Director Compensation Fiscal Year Ended March 31, 2013
 
Name
 
Fees
earned
or paid
in cash
($)
   
Stock
awards
($)
   
Option
awards
($)
   
Non-equity
incentive plan
compensation
($)
   
Nonqualified
deferred
compensation
earnings
($)
   
All other
compensation
($)
   
Total
($)
 
                                                         
Jason Hitt
   
0
     
0
     
0
     
0
     
0
     
0
     
0
 
                                                         
Dave Taylor
   
0
     
0
     
0
     
0
     
0
     
0
     
0
 
 
No compensation was paid to Directors in their capacity as Directors. Compensation paid to persons serving as Directors who are also executive officers paid to them as executive officers is set forth in the “Summary Compensation Table” above.

We have no compensation arrangements (such as fees for retainer, committee service, service as founder and secretary of the board or a committee, and meeting attendance) with directors.

Outstanding Equity Awards At Fiscal Year-End
 
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END March 31, 2013

Name
 
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
   
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
   
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
   
Option
Exercise
Price
($)
   
Option
Expiration
Date
   
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
   
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
   
Equity
Incentive
Plan
Awards:
Number
Of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested 
(#)
   
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
($)
 
Dave Taylor
   
0
     
0
     
0
     
0
     
0
     
0
     
0
     
0
     
0
 
Jason Hitt
   
0
     
0
     
0
     
0
     
0
     
0
     
0
     
0
     
0
 
 
 
19

 
 
No option awards, unexercised options, unvested stock awards or equity incentive plan awards were granted to our named executive officers during fiscal year ended at March 31, 2013.
 
Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
The following tables set forth the ownership, as of the date of this prospectus, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are not any pending or anticipated arrangements that may cause a change in control.

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown. The business address of the shareholders is 65 Ursini Dr., Hamden, CT 06514.
 
Name
 
Number of
Shares of
Common stock
   
Percentage
 
                 
Dave Taylor
   
5,000,000
     
62.34
%
                 
All executive officers and directors as a group [2 persons]
   
5,000,000
     
62.34
%

This table is based upon information derived from our stock records. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Except as set forth above, applicable percentages are based upon 8,020,000 shares of common stock outstanding as of March 31, 2013.
 
Securities authorized for issuance under equity compensation plans

None
 
 
20

 
 
Item 13. Certain Relationships and Related Transactions, and Director Independence.

Free Office Space

The Company has been provided office space by Dave Taylor, 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, Dave Taylor, our 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.

During the interim period ended June 30, 2012, $15,132 of operating expenses were paid on behalf of the Company by Dave Taylor, its Chief Executive Officer and recorded as a capital contribution. As of December 31, 2012, the recorded capital contribution of $15,132 was re-classed as loan payable and repaid. Further, for the year ended March 31, 2013, Dave Taylor paid $1,500 of expenses associated with the generation of consulting revenue during the period.

Director Independence

Our board of directors has determined that we do not have a board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.
 
Item 14.  Principal Accountant Fees and Services

Li & Company, PC was our independent auditors for the fiscal years ended March 31, 2013 and 2012.
 
The following table shows the fees paid or accrued by us for the audit and other services provided by our auditor for fiscal 2013 and 2012.
 
   
2012
   
2013
 
             
Audit Fees
  $ 4,000     $ 3,000  
Audit-Related Fees
    0       0  
Tax Fees
    0       0  
All Other Fees
    0       0  
Total
  $ 4,000     $ 3,000  
 
 
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As defined by the SEC, (i) “audit fees” are fees for professional services rendered by our principal accountant for the audit of our annual financial statements and review of financial statements included in our Form 10-Q, or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years; (ii) “audit-related fees” are fees for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “audit fees;” (iii) “tax fees” are fees for professional services rendered by our principal accountant for tax compliance, tax advice, and tax planning; and (iv) “all other fees” are fees for products and services provided by our principal accountant, other than the services reported under “audit fees,” “audit-related fees,” and “tax fees.”
 
Under applicable SEC rules, the Audit Committee is required to pre-approve the audit and non-audit services performed by the independent auditors in order to ensure that they do not impair the auditors’ independence. The SEC’s rules specify the types of non-audit services that an independent auditor may not provide to its audit client and establish the Audit Committee’s responsibility for administration of the engagement of the independent auditors. Until such time as we have an Audit Committee in place, the Board of Directors will pre-approve the audit and non-audit services performed by the independent auditors.
 
Consistent with the SEC’s rules, the Audit Committee Charter requires that the Audit Committee review and pre-approve all audit services and permitted non-audit services provided by the independent auditors to us or any of our subsidiaries. The Audit Committee may delegate pre-approval authority to a member of the Audit Committee and if it does, the decisions of that member must be presented to the full Audit Committee at its next scheduled meeting.
 
Item 15.  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-OXLEY ACT 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.
 
 
22

 
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) 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., a Delaware corporation

Title
 
Name
 
Date
 
Signature
Principal Executive Officer
 
Dave Taylor
 
May 1, 2013
 
/s/ Dave Taylor

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

SIGNATURE
 
NAME
 
TITLE
 
DATE
/s/ Dave Taylor
 
Dave Taylor
 
Principal Executive Officer, Principal Financial Officer,
 
May 1, 2013
        Principal Accounting Officer and Director    
/s/ Jason Hitt
 
Jason Hitt
 
Director
 
May 1, 2013
 

 
23

 
EXHIBIT INDEX
 
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-OXLEY ACT 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.
 
24