UNITED STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q





(Mark
One)





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





For the
quarterly period ended     June 30,
2010





 ̈
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
  ACT





For the
transition period from _________ to _________





Commission
file number    000-52634





FLORHAM
CONSULTING CORP.


(Exact
name of registrant as specified in its charter)





Delaware
            20-2329345(State
      or other jurisdiction of
              incorporation
      or organization)
            (IRS
      Employee
              Identification
      No.)





845
Third Avenue, 6th Floor,
New York, New York 10022


(Address
of principal executive offices)





(646) 290-5290


(Registrant's
telephone number, including area code)





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 the filing requirements for
the past 90 days.


Yes 
xNo  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 
oNo  o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer”
and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.





Large
      accelerated filer o
            Accelerated
      filer oNon-accelerated
      filer o
            Smaller
      reporting company x





Indicate
by check mark whether registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act)


Yes 
o
    No  x





Number of
outstanding shares of the registrant's par value $0.0001 common stock, as of
August 12, 2010: 7,567,656, of which 179,641 shares are held in escrow subject
to future earnings attainment.









Florham
Consulting Corp.


Quarterly
Report on Form 10-Q




Table
of Contents





PAGEPART I
              FINANCIAL
      INFORMATION
              
              F-1Item
      1.
              Consolidated
      Balance Sheets at June 30, 2010 (unaudited) and December 31, 2009
      (audited).
              
              F-1Consolidated
      Statements of Operations (unaudited) for the three and six month periods
      ended June 30, 2010.
              
              F-2Consolidated
      Statement of Changes in Shareholders' Equity (unaudited) for the six month
      period ended June 30, 2010.
              
              F-3Consolidated
      Statements of Cash Flows (unaudited) for the six month period ended June
      30, 2010.
              
              F-4Notes
      to Consolidated Financial Statements (unaudited).
              
              F-5Item
      2.
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations.
              
              5Item
      3.
              Quantitative
      and Qualitative Disclosures About Market Risk.
              
              9Item
      4T.
              Controls
      and Procedures.
              
              9PART II
              OTHER
      INFORMATION
              
              9Item
      1.
              Legal
      Proceedings.
              
              9Item
      1A.
              Risk
      Factors.
              
              9Item
      2.
              Unregistered
      Sales of Equity Securities and Use of Proceeds.
              
              9Item
      3.
              Defaults
      Upon Senior Securities.
              
              10Item
      4.
              (Removed
      and Reserved).
              
              10Item
      5.
              Other
      Information.
              
              11Item
      6.
              Exhibits.
              
              11Signatures.
              
              12




2


Cautionary
Statement Concerning Forward-Looking Statements





Our representatives and we may from
time to time make written or oral statements that are "forward-looking,"
including statements contained in this Quarterly Report on Form 10-Q and other
filings with the Securities and Exchange Commission, reports to our stockholders
and news releases. All statements that express expectations, estimates,
forecasts or projections are forward-looking statements within the meaning of
the Act. In addition, other written or oral statements which constitute
forward-looking statements may be made by us or on our behalf. Words such as
"expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates,"
"projects," "forecasts," "may," "should," variations of such words and similar
expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and involve risks,
uncertainties and assumptions which are difficult to predict. These risks may
relate to, without limitation:





·
            if
      we are not able to continue to successfully recruit and retain our
      students, we will not be able to sustain our revenue growth
      rate;


·
            we
      are subject to risks relating to tuition pricing, which could have a
      material adverse affect on our financial
  results;


·
            our
      financial performance depends, in part, on our ability to keep pace with
      changing market needs and technology; if we fail to keep pace or fail in
      implementing or adapting to new technologies, our business may be
      adversely affected;


·
            we
      are subject to risks relating to our information technology, system
      applications and security systems, which could have a material adverse
      affect on our financial results;


·
            future
      acquisitions may have an adverse effect on our ability to manage our
      business;


·
            if
      regulators do not approve our domestic acquisitions, the acquired schools’
      state licenses, accreditation, and ability to participate in Title IV
      programs (if applicable) may be
impaired;


·
            if
      regulators do not approve or delay their approval of transactions
      involving a change of control of our company, our state licenses and
      accreditation may be impaired;


·
            if
      any regulatory audit, investigation or other proceeding finds us not in
      compliance with the numerous laws and regulations applicable to the
      postsecondary education industry, we may not be able to successfully
      challenge such finding and our business could
  suffer;


·
            if
      we fail to maintain any of our state authorizations, we would lose our
      ability to operate in that state;


·
            government
      regulations relating to the Internet could increase our cost of doing
      business, affect our ability to grow or otherwise have a material adverse
      effect on our business, financial condition, results of operations and
      cash flows;


·
            our
      success depends on attracting and retaining qualified
      personnel;


·
            we
      may not be able to adequately protect our intellectual property, and we
      may be exposed to infringement claims by third
  parties;


·
            we
      may be subject to infringement and misappropriation claims in the future,
      which may cause us to incur significant expenses, pay substantial damages
      and be prevented from providing our
services;


·
            our
      limited operating history and the unproven long-term potential of our
      business model make evaluating our business and prospects
      difficult;


·
            we
      may not be able to complete our proposed acquisition of 100% of the equity
      interests of Educational Training Institute, Inc., Culinary Tech Center,
      LLC and Professional Culinary Institute LLC (collectively, the “Culinary
      Group”);




3




·
            we
      need additional capital to support our operations and to complete our
      acquisition of the Culinary Group and we may not be able to obtain such
      capital on acceptable terms;


·
            our
      business may be adversely affected by a further economic slowdown in the
      U.S. or abroad or by an economic recovery in the
  U.S.;


·
            we
      may not be able to sustain our recent growth rate or profitability, and we
      may not be able to manage future growth
  effectively;


·
            insiders
      have substantial control over us, and they could delay or prevent a change
      in our corporate control even if our other stockholders wanted it to
      occur;


·
            there
      may not be sufficient liquidity in the market for our securities in order
      for investors to sell their
securities;


·
            the
      market price of our common stock may be
  volatile;


·
            the
      outstanding convertible securities may adversely affect us in the future
      and cause dilution to existing
shareholders;


·
            our
      common stock may be considered a “penny stock” and may be difficult to
      sell; and


·
            we
      have not paid dividends in the past and do not expect to pay dividends in
      the future, and any return on investment may be limited to the value of
      our stock.





Therefore,
actual outcomes and results may differ materially from what is expressed or
forecasted in or suggested by such forward-looking statements. We undertake no
obligation to publicly revise these forward-looking statements to reflect events
or circumstances that arise after the date hereof. Readers should carefully
review the factors described herein and in other documents we file from time to
time with the Securities and Exchange Commission, including our Quarterly
Reports on Form 10-Q, Annual Reports on Form 10-K, and any Current Reports on
Form 8-K filed by us.




4


PART
I. FINANCIAL INFORMATION





ITEM
1.  FINANCIAL STATEMENTS


FLORHAM
      CONSULTING CORP. AND SUBSIDIARIESConsolidated
      Balance Sheets
  As
      ofJune
      30,
                    
                    
                    As
      of2010
                    
                    
                    December
      31,(Unaudited)
                    
                    
                    2009ASSETSCurrent
      AssetsCash
                    
                    $
                    286,135
                    
                    
                    $
                    560,497Accounts
      receivable, net of allowance for uncollectable accounts of $9,901 as of
      June 30, 2010 and $12,688 as of December 31, 2009
                    
                    
                    156,089
                    
                    
                    
                    177,237Inventory
                    
                    
                    1,590
                    
                    
                    
                    43,836Other
      current assets
                    
                    
                    149,254
                    
                    
                    
                    41,197593,068
                    
                    
                    
                    822,767Fixed
      AssetsFurniture
      and equipment
                    
                    
                    145,193
                    
                    
                    
                    96,797Leasehold
      improvements
                    
                    
                    76,172
                    
                    
                    
                    73,575221,365
                    
                    
                    
                    170,372Accumulated
      Depreciation
                    
                    
                    (16,180
                    )
                    
                    
                    (5,394
                    )205,185
                    
                    
                    
                    164,978Other
      Non-Current AssetsTradename/Trademark/content/customer
      relationships/certification and other intangibles, net of accumulated
      amortization of $309,622 as of June 30, 2010 and $114,066 as of December
      31, 2009
                    
                    
                    3,799,379
                    
                    
                    
                    3,994,935Non-compete
      agreements, net of accumulated amortization of $65,155 as of June 30, 2010
      and $25,595 as of December 31, 2009
                    
                    
                    191,845
                    
                    
                    
                    231,405Deferred
      tax asset
                    
                    
                    19,245
                    
                    
                    
                    19,245Goodwill
                    
                    
                    323,296
                    
                    
                    
                    323,296Other
                    
                    
                    90,150
                    
                    
                    
                    90,0134,423,915
                    
                    
                    
                    4,658,894$
                    5,222,168
                    
                    
                    $
                    5,646,639LIABILITIES
      AND SHAREHOLDERS' EQUITYCurrent
      LiabilitiesCurrent
      maturities of other liabilities
                    
                    $
                    297,948
                    
                    
                    $
                    78,743Short
      term notes
                    
                    
                    150,000
                    
                    
                    
                    -Accounts
      payable
                    
                    
                    161,789
                    
                    
                    
                    112,210Accrued
      liabilities
                    
                    
                    61,484
                    
                    
                    
                    68,371Income
      taxes payable
                    
                    
                    -
                    
                    
                    
                    19,245Deferred
      revenue
                    
                    
                    271,744
                    
                    
                    
                    708,562942,965
                    
                    
                    
                    987,131Other
      LiabilitiesNote
      payable
                    
                    
                    1,520,459
                    
                    
                    
                    1,680,037Capital
      lease obligations
                    
                    
                    20,403
                    
                    
                    
                    31,870Other
                    
                    
                    199,495
                    
                    
                    
                    199,4951,740,357
                    
                    
                    
                    1,911,4022,683,322
                    
                    
                    
                    2,898,533Shareholders'
      EquityPreferred
      stock - 2,000,000 shares authorized, $.0001 par value, 250,000 shares
      designated as Series A, issued and outstanding as of June 30, 2010 and
      December 31, 2009
                    
                    
                    25
                    
                    
                    
                    25Common
      stock - 10,000,000 shares, $.0001 par value, authorized, shares issued and
      outstanding; 7,567,656 as of June 30, 2010 and 6,525,981 as of December
      31, 2009
                    
                    
                    757
                    
                    
                    
                    653Additional
      paid In capital
                    
                    
                    4,133,208
                    
                    
                    
                    3,841,677Accumulated
      Deficit
                    
                    
                    (1,454,944
                    )
                    
                    
                    (1,073,956
                    )Shares
      held in escrow
                    
                    
                    (119,505
                    )
                    
                    
                    -Notes
      receivable
                    
                    
                    (20,695
                    )
                    
                    
                    (20,293
                    )2,538,846
                    
                    
                    
                    2,748,106$
                    5,222,168
                    
                    
                    $
                    5,646,639
 
 See notes
to consolidated financial statements
  F-1
  FLORHAM
      CONSULTING CORP. AND SUBSIDIARIESConsolidated
      Statements of OperationsThree
      and Six Months Ended June 30, 2010(Unaudited)
  Three
      Months
                  
                  
                  Six
      MonthsEnded
                  
                  
                  EndedJune
      30, 2010
                  
                  
                  June
      30, 2010Revenue,
      net
                  
                  $
                  767,859
                  
                  
                  $
                  1,565,623Operating
      ExpensesCost
      of revenue
                  
                  
                  283,885
                  
                  
                  
                  595,836Selling
      and administrative expenses
                  
                  
                  475,873
                  
                  
                  
                  871,117Stock
      based compensation
                  
                  
                  86,065
                  
                  
                  
                  172,130Depreciation
      and amortization
                  
                  
                  123,026
                  
                  
                  
                  245,902968,849
                  
                  
                  
                  1,884,985Loss
      from Operations
                  
                  
                  (200,990
                  )
                  
                  
                  (319,362
                  )Other
      Income (Expense)Interest
      income
                  
                  
                  358
                  
                  
                  
                  720Interest
      expense
                  
                  
                  (31,026
                  )
                  
                  
                  (62,346
                  )(30,668
                  )
                  
                  
                  (61,626
                  )Loss
      Before Income Taxes
                  
                  
                  (231,658
                  )
                  
                  
                  (380,988
                  )Income
      Taxes
                  
                  
                  -
                  
                  
                  
                  -Net
      Loss
                  
                  $
                  (231,658
                  )
                  
                  $
                  (380,988
                  )Net
      Loss Per Common Share - basic and diluted:
                  
                  $
                  (0.03
                  )
                  
                  $
                  (0.06
                  )Weighted
      Average Number of Shares Oustanding -basic
      and diluted
                  
                  
                  6,810,168
                  
                  
                  
                  6,668,860
  See notes
to consolidated financial statements
  F-2
  FLORHAM
      CONSULTING CORP. AND SUBSIDIARIESConsolidated
      Statement of Changes in Shareholders' EquitySix
      Months Ended June 30, 2010(Unaudited)
  Common
      Stock
                  
                  
                  Additional
                  
                  
                  
                  
                  
                  Shares
                  
                  
                  
                  
                  
                  TotalPreferred
      Stock
                  
                  
                  Common
      Stock
                  
                  
                  Warrants
                  
                  
                  Paid
      In
                  
                  
                  Accumulated
                  
                  
                  Held
      in
                  
                  
                  Notes
                  
                  
                  Shareholders'Shares
                  
                  
                  Amount
                  
                  
                  Shares
                  
                  
                  Amount
                  
                  
                  Shares
                  
                  
                  Capital
                  
                  
                  Deficit
                  
                  
                  Escrow
                  
                  
                  Receivable
                  
                  
                  EquityBalance
      - December 31, 2009
                  
                  
                  250,000
                  
                  
                  $
                  25
                  
                  
                  
                  6,525,981
                  
                  
                  $
                  653
                  
                  
                  
                  930,000
                  
                  
                  $
                  3,841,677
                  
                  
                  $
                  (1,073,956
                  )
                  
                  $
                  -
                  
                  
                  $
                  (20,293
                  )
                  
                  $
                  2,748,106Shares
      issued into escrow
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  179,641
                  
                  
                  
                  18
                  
                  
                  
                  -
                  
                  
                  
                  119,487
                  
                  
                  
                  -
                  
                  
                  
                  (119,505
                  )
                  
                  
                  -
                  
                  
                  
                  -Stock
      based compensation
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  172,130
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  172,130Interest
      on notes receivable
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (402
                  )
                  
                  
                  (402
                  )Stock
      issued for cashless   exercise of warrants
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  862,034
                  
                  
                  
                  86
                  
                  
                  
                  (878,000
                  )
                  
                  
                  (86
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Warrants
      issued for notes   payable
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  70,500
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      Loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (380,988
                  )
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  (380,988
                  )Balance
      - June 30, 2010
                  
                  
                  250,000
                  
                  
                  $
                  25
                  
                  
                  
                  7,567,656
                  
                  
                  $
                  757
                  
                  
                  
                  122,500
                  
                  
                  $
                  4,133,208
                  
                  
                  $
                  (1,454,944
                  )
                  
                  $
                  (119,505
                  )
                  
                  $
                  (20,695
                  )
                  
                  $
                  2,538,846
  See notes
to consolidated financial statements
  F-3
  FLORHAM
      CONSULTING CORP. AND SUBSIDIARIESConsolidated
      Statement of Cash FlowsSix
      Months Ended June 30, 2010(Unaudited)
  Cash
      Flows Provided by (Used In) Operating ActivitiesNet
      loss
                
                $
                (380,988
                )Adjustments
      to reconcile net loss to net cash provided by (used in) operating
      activities:Depreciation
      and amortization
                
                
                245,902Interest
      income added to note principal
                
                
                (402
                )Interest
      expense added to note principal
                
                
                58,385Stock
      based compensation
                
                
                172,130(Increase)
      Decrease in:Accounts
      Receivable
                
                
                21,148Inventory
                
                
                42,246Other
      current assets
                
                
                (108,057
                )(Decrease)
      in:Accounts
      payable
                
                
                49,579Accrued
      liabilities
                
                
                (6,887
                )Income
      taxes payable
                
                
                (19,245
                )Deferred
      revenue
                
                
                (436,818
                )Net
      cash used in operating activities
                
                
                (363,007
                )Cash
      Flows Used In Investing ActivitiesPurchase
      of fixed assets
                
                
                (50,993
                )Other
      Assets
                
                
                (137
                )Net
      cash used in investing activities
                
                
                (51,130
                )Cash
      Flows Provided By Financing ActivitiesProceeds
      from short term notes
                
                
                150,000Payments
      of capital lease obligations
                
                
                (10,225
                )Net
      cash provided by financing activities
                
                
                139,775Net
      Decrease In Cash
                
                
                (274,362
                )Cash
      - beginning of period
                
                
                560,497Cash
      - end of period
                
                $
                286,135Supplemental
      Disclosure of Cash Flow InformationCash
      paid during the period for:Interest
                
                $
                3,961Taxes
                
                $
                22,138
  See notes
to consolidated financial statements
  F-4
  FLORHAM
CONSULTING CORP. AND SUBSIDIARIES
 
 Notes
to Consolidated Financial Statements
 June
30, 2010
 (Unaudited)
 1
-  ORGANIZATION AND NATURE OF BUSINESS
 
 Florham
Consulting Corp. (“Florham”) was formed on February 9, 2005, as a Delaware
Corporation and has its corporate offices located in New York, NY. On December
31, 2009, Florham completed a reverse merger with Educational Investors, Inc.
(“EII”). Under accounting principles generally accepted in the United States,
the share exchange is considered to be an in substance capital transaction, as
opposed to a business combination.  Accordingly, the share exchange is
equivalent to the issuance of stock by Florham for the net monetary assets of
EII, accompanied by a recapitalization, and is accounted for as a change in
capital structure.  Accordingly, the accounting for the share exchange
is identical to that resulting from a reverse acquisition, with no goodwill
being recorded.  Under reverse takeover accounting, the post reverse
acquisition fiscal 2009 historical financial statements of the legal acquirer,
Florham, are those of the legal acquiree which is considered to be the
accounting acquirer, EII.  Shares and per share amounts reported have
been adjusted to reflect the recapitalization resulting from the reverse
merger.
 
 Educational
Investors, Inc. was incorporated on July 20, 2009 in Delaware and has its
corporate offices located in New York, NY.  The Company’s wholly-owned
subsidiary, Valley Anesthesia, Inc. (“Valley”), was incorporated in Delaware and
has its corporate offices located in New York, NY. EII’s wholly-owned
subsidiary, Training Direct, LLC (“Training Direct”) was formed as a limited
liability company in Connecticut on January 7, 2004 and has its corporate
offices located in Bridgeport, CT.  The above entities are
collectively referred to as Florham Consulting Corp. and Subsidiaries
(collectively the “Company”).
 
 Effective
August 20, 2009, Valley purchased certain assets and assumed certain liabilities
and operations of Valley Anesthesia Educational Programs, Inc. The Company
through Valley provides comprehensive review and update courses and study
materials to Student Registered Nurse Anesthetists in preparation for the
National Certifying Exam throughout the continental United States.
 
 Effective
December 31, 2009, EII acquired all of the membership interest in Training
Direct.  The Company through Training Direct, a state licensed
vocational training school, provides “distance learning” and “residential
training” educational programs for students to become eligible for entry-level
employment in a variety of fields and industries.
 
 F-5
  2
- BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
 
 Basis
of Presentation
 
 The
condensed consolidated financial statements included herein are
unaudited.  In addition, certain information and footnote disclosures
normally included in financial statements prepared in accordance with United
States (“U.S.”) generally accepted accounting principles (“GAAP”) have been
condensed or omitted.  The condensed consolidated financial statements
reflect all adjustments (consisting only of normal recurring adjustments) which
are, in the opinion of management, necessary for a fair presentation in
conformity with GAAP.  The condensed consolidated financial statements
should be read in conjunction with the consolidated financial statements and
notes thereto included in the Company’s Form 10-K/A for the year ended December
31, 2009.  The results of operations for the interim period should not
be considered indicative of results to be expected for the full
year.
 
 Summary
of Significant Accounting Policies
 
 a.
Principles of Consolidation - The accompanying consolidated financial statements
include the accounts of Florham Consulting Corp. and its wholly-owned
subsidiaries.  All significant intercompany accounts and transactions
have been eliminated.
 
 b. Cash
and Cash Equivalents - The Company considers all short-term investments, with an
original maturity of three months or less, to be cash
equivalents.  Accounts at banking institutions may at times exceed
federally insured limits.  As of June 30, 2010 and December 31, 2009,
the Company had $0 and $331,818 over such limits, respectively.
 
 c.
Earnings Per Share - Basic earnings per share is computed using the weighted
average number of shares of common stock outstanding.  For purposes of
calculating basic earnings per share, awards of nonvested stock that are subject
to the satisfaction of certain conditions are excluded from the weighted average
number of common shares outstanding until all necessary conditions have been
satisfied.  Diluted earnings per share is computed using the weighted
average number of common shares and potentially dilutive common equivalent
shares outstanding, including non vested stock.
 
 d.
Revenue Recognition - The Company derives its revenue substantially from fees
and tuition charged for courses and manuals and study guides.  The
fees are recognized as revenue at the time of the attendance at the course and
when the manuals and study guides are shipped to customers.  Fees for
courses and study guides are paid in advance and the Company refunds only a
portion of the fee upon cancellation. Deferred revenue is recorded when course
fees are received in advance of the time of the attendance at the course and
when the manuals and study guides are shipped. Deferred revenue is also recorded
for undelivered course hours in excess of tuition billed.  Tuition
billed to students is recognized as revenue, determined by the percentage of
completion method. The Company does not accept returns of manuals and study
guides.
  F-6
 
 e.
Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
(“GAAP”) requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities as of the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period.  Actual
results may differ from those estimates.  Estimates are used in
accounting for, among other things, useful lives for depreciation and
amortization, recording fair value of share based compensation, future cash
flows associated with impairment testing for long-lived assets, deferred tax
assets and the related valuation allowances and contingencies, including going
concern assessments.
 
 f. Fair
Value of Financial Instruments - The Company’s financial instruments consist
primarily of cash and cash equivalents, accounts receivable, accounts payable
and deferred revenue which approximate fair value because of their short
maturities.  The Company’s notes payable (or long-term debt)
approximates the fair value of such instruments based upon management’s best
estimate of interest rates that would be available to the Company for similar
financial arrangements at June 30, 2010.
 
 g.
Goodwill - The Company has adopted Accounting Standards Codification (“ASC”) 350
which eliminated the amortization of goodwill and substituted an annual review
of the asset for possible impairment, requiring the comparison of fair market
value to carrying value.  Fair market value is estimated using the
present value of expected future cash flows and other internally calculated
measures.  The Company has completed the required testing of goodwill
for impairment and has determined that none of its goodwill is
impaired.
 
 h.
Impairment of Long-Lived Assets - In the event that facts and circumstances
indicate that the cost of an asset may be impaired, an evaluation of
recoverability would be performed.  If an evaluation is required, the
estimated future undiscounted cash flows associated with the asset would be
compared to the asset’s carrying amount to determine if a write-down to market
value is required.  At June 30, 2010, the Company does not believe
that any impairment has occurred.
 
 i.
Recently Issued Accounting Pronouncements - Management does not believe that any
recently issued, but not yet effective accounting pronouncements, if adopted,
would have a material effect on the accompanying financial
statements.
 
 j. Income
Taxes - The Company utilizes the asset and liability method of accounting for
income taxes.  The asset and liability method requires that the
current or deferred tax consequences of all events recognized in the financial
statements are measured by applying the provisions of enacted tax laws to
determine the amount of taxes payable or refundable currently or in future
years.  Deferred tax assets are based on the differences in the
amortizable lives of intangible assets and goodwill, capitalization of
acquisition costs and the timing of stock based compensation deductions for
income tax and financial reporting purposes.  An allowance against
deferred tax assets is recognized when it is more likely than not that such tax
benefits will not be realized.  As of June 30, 2010 and December 31,
2009, the Company established a valuation allowance against the deferred tax
assets in the approximate amounts of $544,000 and $454,000,
respectively.  Adjustment to the deferred tax assets and liabilities
balances are recognized in income as they occur. The Company has determined that
there are no uncertain tax positions pursuant to ASC 740 and does not expect
this to change over the next twelve months.  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 upon examination by the taxing
authorities based on the technical merits of the position.  The
Company recognizes accrued interest and penalties associated with uncertain tax
positions as part of the income tax provision.
  F-7
 
 In
addition to its Federal income tax return, the Company and its subsidiaries are
obligated to file tax returns in various states.  All periods within
the applicable jurisdictions’ statute of limitations remain open to government
audit.
 
 k. Stock
Based Compensation - The Company recognizes the cost of directors, consultants
and employee services received in exchange for awards of equity instruments,
such as stock options, based on the fair value of those awards at the date of
grant over the requisite service period.   The fair value of the
options of $86,065 and $172,130 was charged to operations as compensation during
the three and six months ended June 30, 2010.  At June 30, 2010, there
was $287,556 of total unrecognized compensation cost related to non-vested stock
option awards which is expected to be recognized over a weighted-average period
ending December 31, 2011.  There are 622,640 options under the plan
available for future grants.
 
 3
– SHORT TERM NOTES
 
 On June
30, 2010, the Company consummated a private offering with two lenders pursuant
to which the Company sold and issued (i) an aggregate of $150,000 of 13.5%
promissory notes due September 30, 2010; and (ii) warrants to purchase an
aggregate of 70,500 shares of common stock at an exercise price of $0.50 per
share, subject to certain adjustments as described in the warrants, beginning on
June 30, 2010 through June 30, 2015.  The fair value of the warrants
of $154,147 will be charged to operations as interest expense over the term of
the notes.  The fair value of the options was determined by the
Black-Scholes option pricing model using the following assumptions; forfeiture
rate of 0%, risk free interest rate of 0.32%, volatility 85.60%, expected life 5
years, and dividend rate 0%.
 
 4
– OTHER LIABILITIES
 
 Included
in other liabilities is an obligation to the sellers of certain assets of Valley
Anesthesia Educational Programs, Inc. to receive 40% of the future net revenues,
as defined, from two new revenue sources for the three year periods ended
December 31, 2012.  The present value of the net revenues the sellers
are expected to receive is $79,990.
 
 Also
included in other long-term liabilities is an obligation to the selling members
of Training Direct which provides for the issuance of 179,641 shares of the
Company’s Common Stock having a deemed value of $300,000 (the “Escrow
Shares”).  The Escrow Shares were issued on March 3, 2010 and are
being held in escrow and will be released therefrom subject to the Company
achieving certain performance targets as set for in the Interest Purchase
Agreement. The present value of the Escrow Shares the selling members are
expected to receive is $119,505 as of the acquisition date.
  F-8
 
 The
escrow shares are shown as a reduction to shareholders’ equity.
 
 5
– CAPITAL TRANSACTIONS
 
 On June
1, 2010, holders of warrants to purchase an aggregate of 878,000 shares of
common stock exercised such warrants on a cashless basis and an aggregate of
862,034 shares were issued to such holders.
 
 6
– COMMITMENTS AND CONTINGENCIES
 
 Leases
 
 The
Company leases its Bridgeport, CT facility under a lease that expires October 8,
2019, with an option to renew for an additional five years.  Terms of
the lease require minimum monthly payments of $5,850 plus annual increases of
three percent or the CPI annual increase, if greater. The Company must pay for
repairs, maintenance and insurance under this lease.
 
 The
Company also rents office space from one of its officers under a lease expiring
August 20, 2010.  The Company pays $725 per month under the
lease.  The Company also reimburses another officer $2,992 per month
for rent of office space on a month-to-month basis.
 
 The
minimum payments under lease obligations are as follows:
 
 For
      the period from July 1,through
      December 31, 20102010
                  
                  $
                  36,796For
      the years ended December 31,2011
                  
                  
                  72,8482012
                  
                  
                  75,0342013
                  
                  
                  77,2852014
                  
                  
                  79,603Thereafter
                  
                  
                  411,717Total
                  
                  $
                  753,283
 Rent
expense for the three and six months ended June 30, 2010 was $28,700 and
$57,399, respectively.
  F-9
 
 Commitment for Conference
Facilities
 
 Certain
of the Company’s courses are presented in conference facilities located in
hotels in various cities throughout the continental United
States.  The Company enters into contracts with the various hotels
well in advance of these upcoming courses.  These contracts provide,
among other matters, that the Company guarantee a stated minimum number of
attendees and/or guest rooms, and may hold the Company to stated percentages of
the amounts in the event of course cancellation.
 
 Employment and Consulting
Agreements
 
 The
Company and its subsidiaries have entered into various employment contracts with
its executives and an agreement with a consultant.  In addition to
base compensation, the contracts provide for compensation adjustments, as
described in the agreements, plus stock options.  The total base
compensation commitment of the contracts is as follows:
 
 For
      the period from July 1,through
      December 31, 2010
                  
                  $
                  410,534For
      the years ended December 31,2011
                  
                  
                  548,3972012
                  
                  
                  345,000
 Off Balance Sheet
Arrangement
 
 The
Company, through its bank, issued an irrevocable letter of credit in the amount
of $40,000, as required by the State of Connecticut Department of Higher
Education.  This letter of credit may not be extended beyond December
31, 2021. As collateral for the letter of credit, the Company purchased a
Certificate of Deposit with the bank in the amount of $40,000, which is included
in Other Assets.
 
 7
– LOSS PER SHARE
 
 The
following table presents a reconciliation of the denominators used in the loss
per share calculations for the three and months six ended June 30,
2010.
  Three
      months
                  
                  
                  Six
      monthsended
                  
                  
                  endedJune
      30, 2010
                  
                  
                  June
      30, 2010Weighted
      average common shares
                  
                  
                  6,810,168
                  
                  
                  
                  6,668,860Potentially
      dilutive common equivalent shares:Conversion
      of preferred stock
                  
                  
                  -
                  
                  
                  
                  -Exercise
      of warrants
                  
                  
                  -
                  
                  
                  
                  -Vested
      stock options
                  
                  
                  -
                  
                  
                  
                  -Nonvested
      stock options
                  
                  
                  -
                  
                  
                  
                  -Escrow
      shares issued in purchase of subsidiary
                  
                  
                  -
                  
                  
                  
                  -Weighted
      average common shares and    potentially dilutive
      common equivalent shares
                  
                  
                  6,810,168
                  
                  
                  
                  6,668,860
  F-10
 For the
three and six months ended June 30, 2010, the conversion of preferred stock,
exercise of warrants, stock options, and escrow shares issued in purchase of
subsidiary were excluded in the computations of the Company’s diluted loss per
share because the Company reported net losses. Shares excluded were as
follows:
 
 Conversion
      of preferred stock
                  
                  
                  12,278,333Exercise
      of warrants
                  
                  
                  122,500Vested
      stock options
                  
                  
                  548,350Nonvested
      stock options
                  
                  
                  2,887,978Escrow
      shares issued in purchase of subsidiary
                  
                  
                  179,641
 The
following table represents the pro forma effect on earnings per share for the
dilution resulting from the conversion of the Series A Preferred
Stock.  These preferred shares were issued because the Company did not
have sufficient authorized and unissued common shares to issue to the former EII
stockholders on the date of the merger.  Upon the change in the number
of the Company’s authorized common shares, 12,278,333 common shares will be
issued in exchange for the Series A Preferred Shares.
 
 Three
      Months EndedJune
      30, 2010As
      Reported
                  
                  
                  Pro
      FormaNet
      Loss Per Common Share
                  
                  $
                  (0.03
                  )
                  
                  $
                  (0.01
                  )Weighted
      Average Number of Common Shares Outstanding
                  
                  
                  6,810,168
                  
                  
                  
                  19,088,501
  Six
      Months EndedJune
      30, 2010As
      Reported
                  
                  
                  Pro
      FormaNet
      Loss Per Common Share
                  
                  $
                  (0.06
                  )
                  
                  $
                  (0.02
                  )Weighted
      Average Number of Common Shares Outstanding
                  
                  
                  6,668,860
                  
                  
                  
                  18,947,193
  8
– PROPOSED ACQUISITION
 
 Effective
as of May 21, 2010, the Company entered into a membership interest purchase
agreement and a separate agreement and plan of merger (the “Culinary Purchase
Agreements”) with the equity owners of Culinary Tech Center LLC (“CTC”) and
Professional Culinary Institute LLC (“PCI”), both New York limited liability
companies, and Educational Training Institute, Inc., a New York corporation
(collectively, the “Culinary Group”).  Joseph Monaco, one of the
principals of the Culinary Group was a former owner of Training
Direct.   The Company is seeking to acquire the Culinary Group
for $5.5 million, consisting of $3 million cash and $2.5 million of our common
stock.  The agreements also include two earn-out provisions consisting
of (i) an additional $2.0 million of our common stock and $500,000 in cash if
the Culinary Group achieves 2010 or 2011 pre-tax income hurdles of $1.65 million
and $1.9 million, respectively, and (ii) an additional $750,000 in cash if,
among other things, the Culinary Group achieves a 2010 pre-tax income hurdle of
$2.1 million.
  F-11
 
 Under the
terms of the merger agreement, Educational Training Institute (“ETI”) will be
merged into a newly formed wholly-owned acquisition subsidiary of the Company
with ETI as the surviving corporation of the merger.  The ETI
stockholders will receive $2.5 million of our common stock to be valued at the
volume weighted average price (“VWAP”) of our common stock as traded on the
FINRA OTC Bulletin Board or other national securities exchange for the 20
trading days immediately prior to the closing date.  In addition, the
ETI stockholders are entitled to receive contingent merger consideration in the
form of $2,000,000 payable in the form of additional shares of the Company’s
common stock, based upon the Culinary Group reaching either $1.65 million or
$1.9 million of pre-tax income levels in 2010 or 2011,
respectively.  The contingent merger consideration is valued based on
the VWAP of the Company’s common stock for the 20 trading days prior to
determination of the applicable pre-tax income of the Culinary Group in fiscal
2010 or 201l.  The merger agreement also permits the ETI stockholders
to require the Company to repurchase for cash up to $500,000 of the contingent
merger consideration in the event the 2010 or 2011 target pre-tax income levels
are achieved.
 
 Under the
terms of the membership interest purchase agreement with Messrs. Joseph Monaco
and Harold Kaplan (the sole members of CTC and PCI), immediately following
consummation of the merger referred to above, ETI (then our wholly-owned
subsidiary) will purchase from Messrs. Monaco and Kaplan 100% of the members
interests equity of each of CTC and PCI.  The purchase price for such
equity interests is $3.0 million, payable at closing in cash in equal amounts to
Messrs. Monaco and Kaplan.  The purchase agreement also provides that
in the event the Culinary Group achieves the above target pre-tax income in 2010
or fiscal 2011, the Company is obligated to pay an additional $500,000 to the
former members of CTC and PCI.  In addition, in the event that the
Culinary Group is able to obtain in 2010 an additional five year agency
agreement with New York State that provides minimum annual revenues of $1.5
million and $450,000 of incremental pre-tax profits in 2010, as a result of
which the cumulative pre-tax income of the Culinary Group shall be greater than
$2.1 million in fiscal 2010, then an additional $750,000 shall be payable in
cash to the members of CTC and PCI by not later than December 31,
2011.
 
 At
closing of the transactions contemplated by both the merger and purchase
agreements, Joseph Monaco and Harold Kaplan will enter into employment
agreements with Florham expiring December 31, 2013, pursuant to which they shall
serve as Executive Vice Presidents of the Company and the President and Chief
Operating Officer, respectively, of the Culinary Group. Such executives shall
each receive base salaries of $150,000 in 2010, increasing to $200,000 in 2011
and $250,000 in each of 2012 and 2013, and shall be entitled to discretionary
bonuses, as determined by the Florham board of directors.
 
 Consummation
of the Culinary Group acquisition is subject to certain conditions, including,
our obtaining the requisite financing, approval by the New York State Department
of Education of the change of control of the Culinary Group, and completion of
the necessary audits of the historical financial statements of the Culinary
Group.  There can be no assurance that the Company will be able to
consummate the Culinary Group acquisition or, if consummated, that it will prove
to be beneficial to the Company.
 
 F-12


ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.





WE URGE YOU TO READ THE FOLLOWING
DISCUSSION IN CONJUNCTION WITH OUR CONSOLIDATED FINANCIAL STATEMENTS AND THE
NOTES THERETO BEGINNING ON PAGE F-1. THIS DISCUSSION MAY CONTAIN
FORWARD-LOOKING STATEMENTS THAT INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES. OUR ACTUAL RESULTS,
PERFORMANCE OR ACHIEVEMENTS COULD DIFFER MATERIALLY FROM THOSE EXPRESSED OR
IMPLIED BY THE FORWARD-LOOKING STATEMENTS AS A RESULT OF A NUMBER OF FACTORS,
INCLUDING BUT NOT LIMITED TO THE RISKS AND UNCERTAINTIES DISCUSSED UNDER THE
HEADING “RISK FACTORS” IN OUR FORM 10-K/A FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 2010 AND IN OUR OTHER FILINGS
WITH THE SECURITIES AND EXCHANGE COMMISSION. IN ADDITION, SEE “CAUTIONARY
  STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS ” SET FORTH IN THIS
REPORT.





Overview





Florham Consulting Corp. ("Florham
Consulting" or the "Company" or "we") was formed on February 9, 2005 as a
Delaware corporation.  We have included elsewhere herein the condensed
consolidated financial statements of Florham Consulting Corp. and Subsidiaries
as of June 30, 2010 and December 31, 2009 and for the three and six months ended
June 30, 2010. On December 31, 2009, Florham Consulting completed a reverse
merger with Educational Investors, Inc. (“EII”). Under accounting principles
generally accepted in the United States, the share exchange is considered to be
an in substance capital transaction, as opposed to a business
combination.  Accordingly, the share exchange is equivalent to the
issuance of stock by Florham for the net monetary assets of EII, accompanied by
a recapitalization, and is accounted for as a change in capital
structure.  Accordingly, the accounting for the share exchange is
identical to that resulting from a reverse acquisition, with no goodwill being
recorded.  Under reverse takeover accounting, the post reverse
acquisition fiscal 2009 historical financial statements of the legal acquirer,
Florham, are those of the legal acquiree which is considered to be the
accounting acquirer, EII.  Share and per share amounts reported have
been adjusted to reflect the recapitalization resulting from the reverse
merger.





EII was incorporated on July 20,
2009. EII through
its wholly-owned subsidiary, Valley Anesthesia, Inc. (“Valley”), purchased
certain assets and assumed certain liabilities of Valley Anesthesia Educational
Programs, Inc. (“VAEP”) effective August 20, 2009. EII acquired the Membership
Interest in Training Direct LLC (“Training Direct”) effective December 31,
2009.





The
following discussion and analysis of financial condition and results of
operations relates to the operations and financial condition reported in the
condensed consolidated financial statements of Florham Consulting Corp. and
Subsidiaries as of June 30, 2010 and December 31, 2009 and for the three and six
months ended June 30, 2010 and should be read in conjunction with such financial
statements and related notes included herein.





EII was
incorporated for the purpose of acquiring vocational, training and technical
schools, with an initial emphasis on the health care and medical
industries.  Through its Valley Anesthesia, Inc. subsidiary, EII
provides comprehensive review and update courses and study materials that aid
Student Registered Nurse Anesthetists (“SRNA”) and Graduate Registered Nurse
Anesthetists (“GRNA”) in preparation for the National Certifying Exam (“NCE”)
throughout the continental United States.  Through its Training Direct
subsidiary, EII provides “distance learning” and “residential training”
educational programs for students to become eligible for entry-level employment
in a variety of fields and industries. The Company strives to assist those who
may not have realized their full potential in the workplace in finding a new
career direction and progressing their learning skills necessary to reach their
earning and personal development possibilities and goals. Training Direct
maintains approvals from the Connecticut Commissioner of Higher Education, the
Connecticut Department of Health Services and the National Health Career
Association, and is an Eligible Training Provider under the Workforce Investment
Act. Such approvals require that the Company have a competent faculty, offer
educationally sound and up to date courses and course materials, and be subject
to inspections and approvals by outside examining committees.





5





Summary
of Significant Accounting Policies and Estimates





A
detailed discussion of the accounting policies and estimates that we believe are
most critical to our financial condition and results of operations that require
management’s most subjective and complex judgments in estimating the effect of
inherent uncertainties is included under the caption “Critical Accounting
Policies and Estimates” included in Management’s Discussion and Analysis of
Financial Condition and Results of Operations of our Annual Report on Form
10-K/A for the year ended December 31, 2009.  Note 2, “Summary of
Significant Accounting Policies”, of the notes to our audited consolidated
financial statements of our Annual Report on Form 10-K/A, for the year ended
December 31, 2009, also includes a discussion of these and other significant
accounting policies.





Liquidity
and Capital Resources





As of
June 30, 2010, we had a working capital deficit of approximately $350,000 after
taking into account all current assets and all current liabilities, which
liabilities include approximately $272,000 that will be earned during fiscal
year 2010.




Net cash
used in operating activities was approximately $363,000, which was primarily
related to the Company incurring a loss for the period.





Net cash used in investing activities
of approximately $51,000 was primarily related to the cash used for the purchase
of fixed assets.





Net cash
provided by financing activities of approximately $140,000 was related to the
proceeds from issuance of notes in the amount of $150,000 net of payments of
capital lease obligations in the approximate amount of $10,000.





Although
we expect that our available funds and funds to be generated from our ongoing
operations will be sufficient to meet our anticipated needs for 12 months, we
may need to obtain additional capital to continue to grow our business. Our cash
requirements may vary materially from those currently anticipated due to changes
in our operations, including the timing of our receipt of revenues.  Our
ability to obtain additional financing in the future will depend in part upon
the prevailing capital market conditions, as well as our business performance.
There can be no assurance that we will be successful in our efforts to arrange
additional financing on terms satisfactory to us or at all.




6





Results
of Operations




The following table shows the results
of our business for the three months ended June 30, 2010:





Three
Months Ended June 30, 2010





%
      ofRevenue2010
              
              
              2010NET
      REVENUE
              
              $
              767,859
              
              
              
              100
              %COST
      OF REVENUE
              
              
              283,885
              
              
              
              37
              %SELLING
      AND ADMINISTRATIVE EXPENSES
              
              
              475,873
              
              
              
              62
              %STOCK
      BASED COMPENSATION
              
              
              86,065
              
              
              
              11
              %DEPRECIATION
      AND AMORTIZATION
              
              
              123,026
              
              
              
              16
              %TOTAL
      OPERATING EXPENSES
              
              
              968,849
              
              
              
              126
              %(LOSS)
      FROM OPERATIONS
              
              
              (200,990
              )
              
              
              -26
              %INTEREST
      EXPENSE
              
              
              (31,026
              )
              
              
              -4
              %INTEREST
      INCOME
              
              
              358
              
              
              
              0
              %TOTAL
      OTHER EXPENSE
              
              
              (30,668
              )
              
              
              -4
              %(LOSS)
      FROM OPERATIONS BEFORE INCOME TAXES
              
              
              (231,658
              )
              
              
              -30
              %INCOME
      TAXES
              
              
              -
              
              
              
              0
              %NET
      (LOSS)
              
              $
              (231,658
              )
              
              
              -30
              %


Revenue.  Net revenue for the
three months ended June 30, 2010 was approximately $768,000, which included
revenue from distance learning and residential training educational programs of
approximately 39%, revenue from review and update courses of approximately 53%,
and revenue from the sale of manuals and Memory MasterTM study
guides of approximately 8%.





Cost of
Revenue.  Cost of revenue was approximately $284,000, which
included costs associated with distance learning and residential training
courses of approximately 62%, the cost of conference facilities for review and
update courses of approximately 22% and other costs 16%.





Selling and Administrative
Expenses.
Selling and administrative expenses were approximately $476,000, and include
salaries, payroll taxes and benefits in the approximate amount of $272,000,
costs associated with public company reporting in the approximate amount of
$56,000, and other expenses of approximately $148,000.





Stock Based
Compensation.  The Company recorded
stock based compensation in the amount of approximately $86,000 primarily as the
result of the Company granting 329,010 options to management in December
2009.





Depreciation and
Amortization.  Depreciation and amortization was approximately
$123,000.  This amount is substantially attributable to the amortization of
intangible assets allocated in the purchase of certain assets and assumption of
certain liabilities from Valley Anesthesia Educational Programs, Inc. and
allocated in the purchase of Training Direct.





Interest
expense.  Interest expense in the amount of approximately
$31,000 primarily relates to the note issued to sellers in connection with the
purchase of certain assets and assumption of certain liabilities from Valley
Anesthesia Educational Programs, Inc.





Income taxes.  The
Company incurred a loss for the three month period ended June 30, 2010, and
therefore has not provided current income tax expense or deferred tax benefit
since the Company cannot be assured that it is more likely than not that any
such benefit would be fully utilized in the future.




7





The
following table shows the results of our business for the six months ended June
30, 2010:





Six Months Ended
June 30, 2010





%
      ofRevenue2010
              
              
              2010NET
      REVENUE
              
              $
              1,565,623
              
              
              
              100
              %COST
      OF REVENUE
              
              
              595,836
              
              
              
              38
              %SELLING
      AND ADMINISTRATIVE EXPENSES
              
              
              871,117
              
              
              
              56
              %STOCK
      BASED COMPENSATION
              
              
              172,130
              
              
              
              11
              %DEPRECIATION
      AND AMORTIZATION
              
              
              245,902
              
              
              
              16
              %TOTAL
      OPERATING EXPENSES
              
              
              1,884,985
              
              
              
              120
              %(LOSS)
      FROM OPERATIONS
              
              
              (319,362
              )
              
              
              -20
              %INTEREST
      EXPENSE
              
              
              (62,346
              )
              
              
              -4
              %INTEREST
      INCOME
              
              
              720
              
              
              
              0
              %TOTAL
      OTHER EXPENSE
              
              
              (61,626
              )
              
              
              -4
              %(LOSS)
      FROM OPERATIONS BEFORE INCOME TAXES
              
              
              (380,988
              )
              
              
              -24
              %INCOME
      TAXES
              
              
              -
              
              
              
              0
              %NET
      (LOSS)
              
              $
              (380,988
              )
              
              
              -24
              %


Revenue. Net revenue for the
six months ended June 30, 2010 was approximately $1,566,000, which included
revenue from distance learning and residential training educational programs of
approximately 38%, revenue from review and update courses of approximately 44%,
and revenue from the sale of manuals and Memory MasterTM study
guides of approximately 18%.





Cost of
Revenue.  Cost of revenue was approximately $596,000, which
included costs associated with distance learning and residential training
courses of approximately 57%, the cost of conference facilities for review and
update courses of approximately 19% and other costs 24%.





Selling and Administrative
Expenses.
Selling and administrative expenses were approximately $871,000, and include
salaries, payroll taxes and benefits in the approximate amount of $526,000,
costs associated with public company reporting in the approximate amount of
$68,000, and other expenses of approximately $277,000.





Stock Based Compensation. The Company
recorded stock based compensation in the amount of approximately $172,000
primarily as the result of the Company granting 329,010 options to management in
December 2009.





Depreciation and
Amortization.  Depreciation and amortization was approximately
$246,000.  This amount is substantially attributable to the amortization of
intangible assets allocated in the purchase of certain assets and assumption of
certain liabilities from Valley Anesthesia Educational Programs, Inc. and
allocated in the purchase of Training Direct.





Interest
expense.  Interest expense in the amount of approximately
$62,000 primarily relates to the note issued to sellers in connection with the
purchase of certain assets and assumption of certain liabilities from Valley
Anesthesia Educational Programs, Inc.





Income taxes.  The
Company incurred a loss for the six month period ended June 30, 2010, and
therefore has not provided current income tax expense or deferred tax benefit
since the Company cannot be assured that it is more likely than not that any
such benefit would be fully utilized in the future.




8





ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





Not
applicable.





ITEM
4T. CONTROLS AND PROCEDURES.





(a) Disclosure
Controls and Procedures.





As of the end of the period covered by
this report, management performed an evaluation, with the participation of our
Chief Executive Officer and Chief Financial Officer, of the effectiveness of
ourdisclosure
controls and procedures (as defined in rules 13a-15(e) or 15d-15(e) under the
Securities Exchange Act of 1934, as amended).  Based on this
evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that, as of the end of the period covered by this report, our
disclosure controls and procedures are effective.




(b) Internal Controls
over Financial Reporting.





There
have been no changes in our internal control over financial reporting that
occurred during the period covered by this report that we believe have
materially affected or are reasonably likely to materially affect, our internal
control over financial reporting.





PART
II - OTHER INFORMATION





ITEM
1. LEGAL PROCEEDINGS.





We are not a party to, nor is any of our property the
subject of, any legal proceedings other than ordinary routine litigation
incidental to their respective businesses.  There are no proceedings
pending in which any of our officers, directors or 5% shareholders are adverse
to us or any of our subsidiaries or in which they are taking a position or have
a material interest that is adverse to us or any of our
subsidiaries.





Neither we nor any of our subsidiaries
is a party to any administrative or judicial proceeding arising under federal,
state or local environmental laws.





From time to time, we may be involved
in litigation relating to claims arising out of our operations in the normal
course of business.





ITEM
1A. RISK FACTORS.





There have been no material changes to the risks
to our business described in our Annual Report on Form-10-K/A for the year ended
December 31, 2009 filed with the Securities and Exchange Commission on July 28,
2010.





ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.





Effective as of May 21, 2010, we
entered into a membership interest purchase agreement and a separate agreement
and plan of merger (the “Culinary Purchase Agreements”) with the equity owners
of Culinary Tech Center LLC (“CTC”) and Professional Culinary Institute LLC
(“PCI”), both New York limited liability companies, and Educational Training
Institute, Inc., a New York corporation (collectively, the “Culinary
Group”).  Joseph Monaco, one of the principals of the Culinary Group
was a former owner of Training Direct.   We are seeking to
acquire the Culinary Group for $5.5 million, consisting of $3 million cash and
$2.5 million of our common stock.  The agreements also include two
earn-out provisions consisting of (i) an additional $2.0 million of our common
stock and $500,000 in cash if the Culinary Group achieves 2010 or 2011 pre-tax
income hurdles of $1.65 million and $1.9 million, respectively, and (ii) an
additional $750,000 in cash if, among other things, the Culinary Group achieves
a 2010 pre-tax income hurdle of $2.1 million.





Under the terms of the merger
agreement, Educational Training Institute (“ETI”) will be merged into our newly
formed wholly-owned acquisition subsidiary with ETI as the surviving corporation
of the merger.  The ETI stockholders will receive $2.5 million of our
common stock to be valued at the volume weighted average price (“VWAP”) of our
common stock as traded on the FINRA OTC Bulletin Board or on a national
securities exchange for the 20 trading days immediately prior to the closing
date.  In addition, the ETI stockholders are entitled to receive
contingent merger consideration in the form of $2,000,000 payable in the form of
additional shares of our common stock, based upon the Culinary Group reaching
either $1.65 million or $1.9 million of pre-tax income levels in 2010 or 2011,
respectively.  The contingent merger consideration is valued based on
the VWAP of our common stock for the 20 trading days prior to determination of
the applicable pre-tax income of the Culinary Group in fiscal 2010 or
201l.  The merger agreement also permits the ETI stockholders to
require us to repurchase for cash up to $500,000 of the contingent merger
consideration in the event the 2010 or 2011 target pre-tax income levels are
achieved.




9





Under the terms of the membership
interest purchase agreement with Messrs. Joseph Monaco and Harold Kaplan (the
sole members of CTC and PCI), immediately following consummation of the merger
referred to above, ETI (then our wholly-owned subsidiary) will purchase from
Messrs. Monaco and Kaplan 100% of the members interests equity of each of CTC
and PCI.  The purchase price for such equity interests is $3.0
million, payable at closing in cash in equal amounts to Messrs. Monaco and
Kaplan.  The purchase agreement also provides that in the event the
Culinary Group achieves the above target pre-tax income in 2010 or fiscal 2011,
we are obligated to pay an additional $500,000 to the former members of CTC and
PCI.  In addition, in the event that the Culinary Group is able to
obtain in 2010 an additional five year agency agreement with New York State that
provides minimum annual revenues of $1.5 million and $450,000 of incremental
pre-tax profits in 2010, as a result of which the cumulative pre-tax income of
the Culinary Group shall be greater than $2.1 million in fiscal 2010, then an
additional $750,000 shall be payable in cash to the members of CTC and PCI by
not later than December 31, 2011.





Consummation of the Culinary Group
acquisition is subject to certain conditions, including, our obtaining the
requisite financing, approval by the New York State Department of Education of
the change of control of the Culinary Group, and completion of the necessary
audits of the historical financial statements of the Culinary
Group.  There can be no assurance that we will be able to consummate
the Culinary Group acquisition or, if consummated, that it will prove to be
beneficial to our company.





On June 1, 2010, holders of our June
2006 warrants to purchase an aggregate of 878,000 shares of our common stock
exercised such warrants on a cashless basis pursuant to which we issued an
aggregate of 862,034 shares to such holders.





On June 30, 2010, we consummated a
private offering with two accredited investors and/or qualified institutional
buyers  pursuant to which we sold and issued to the investors (i) an
aggregate of $150,000 of our 13.5% promissory notes due September 30, 2010 (the
“Maturity Date”); and (ii) warrants to purchase an aggregate of 70,500 shares of
our common stock at an exercise price of $0.50 per share, subject to certain
adjustments as set forth therein, beginning on June 30, 2010 through June 30,
2015. The notes pay interest at a rate of 13.5% per annum; provided that, in the
event that the principal amount of the notes is not repaid in full on or prior
to the Maturity Date, interest at the rate equal to the lesser of (i) the
maximum legally permitted interest rate, and (ii) 18% per annum, shall accrue on
the balance of any unpaid principal and accrued interest from the Maturity Date
until such balance is paid.





We believe that all of the offerings
and sales were deemed to be exempt under Rule 506 of Regulation D and Section
4(2) of the Securities Act of 1933, as amended. No advertising or general
solicitation was employed in offering the securities. The offerings and sales
were made to a limited number of persons, all of whom were accredited investors,
business associates of the Company or executive officers of the Company, and
transfer was restricted by the Company in accordance with the requirements of
the Securities Act of 1933. In addition to representations by the
above-referenced persons, we have made independent determinations that all of
the above-referenced persons were accredited or sophisticated investors, and
that they were capable of analyzing the merits and risks of their investment,
and that they understood the speculative nature of their investment.
Furthermore, all of the above-referenced persons were provided with access to
our Securities and Exchange Commission filings.




ITEM
3. DEFAULTS UPON SENIOR SECURITIES.





None.





ITEM
4. (REMOVED AND RESERVED).




10





ITEM
5. OTHER INFORMATION.





None.





ITEM
6. EXHIBITS.





The
exhibits listed below are required by Item 601 of Regulation
S-K.  Each management contract or compensatory plan or
arrangement required to be filed as an exhibit to this Form 10-Q has been
identified.





Exhibit
      No.
            
            Exhibit
      Name31.1
            
            Certification
      of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange
      Act, as enacted by Section 302 of the Sarbanes-Oxley Act of
      2002.31.2
            
            Certification
      of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange
      Act, as enacted by Section 302 of the Sarbanes-Oxley Act of
      2002.32.1
            
            Certification
      of Chief Executive Officer pursuant to 18 United States Code Section
      1350,  as enacted by Section 906 of the Sarbanes-Oxley Act of
      2002.32.2
            
            Certification
      of Chief Financial Officer pursuant to 18 United States Code Section 1350,
      as enacted by Section 906 of the Sarbanes-Oxley Act of
    2002.




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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.





FLORHAM
      CONSULTING CORP.By:
            /s/
      Joseph J. BiancoJoseph
      J. Bianco
              Chief
      Executive Officer
              (PrincipalExecutive
      Officer)
              
              Date:
      August 13, 2010By:
            /s/
      Kellis VeachKellis
      Veach
              Chief
      Financial Officer
              (PrincipalFinancial
      and Accounting Officer)
              
              Date:   August
      13, 2010





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