UNITED STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q/A


(Amendment
No. 1)





(Mark
One)





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





For the
quarterly period ended      March 31,
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, 6 th 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) 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 
x No   ̈





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 
 ̈ No  x





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





Large
      accelerated filer  ̈
            Accelerated
      filer  ̈Non-accelerated
      filer  ̈
            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 
 ̈
    No  x





Number of
outstanding shares of the registrant's par value $0.0001 common stock, as of May
13, 2010: 6,705,622, of which 179,641 shares are held in escrow subject to
future earnings attainment.








EXPLANATORY NOTE




Florham
Consulting Corp. (the “Company”) is filing this Amendment No. 1 to its
Quarterly Report on Form 10-Q for the three months ended March 31, 2010,
which was originally filed with the Securities and Exchange Commission (“SEC”)
on May 14, 2010 (the “Original Form 10-Q”), to incorporate the Company’s
revisions and responses to a letter of comment from the staff of the SEC dated
as of June 17, 2010, which include, without limitation, restating the financial
statements to eliminate the results of the accounting acquiree pursuant to the
reverse merger.





This Form 10-Q/A includes new
certifications as exhibits 31.1, 31.2, 32.1 and 32.2 by our principal executive
officer and principal financial officer as required by Rules 12b-15 and
13a-14 promulgated under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). Except for the amended disclosures set forth in this
explanatory note, the information in this Form 10-Q/A has not been updated
to reflect events that occurred after May 14, 2010, the filing date of our
Original Form 10-Q. Accordingly, this Form 10-Q/A should be read in
conjunction with our filings made with the SEC subsequent to the filing of the
Original Form 10-Q, including any amendments to those filings. The following
sections have been amended, without limitation:




Part II –
Item 6. Management’s Discussion and Analysis of Financial Condition and Results
of Operations.


Part II –
Item 8. Financial Statements and Supplementary Data.





Except as set forth above, all other
information in the Company’s Original Form 10-Q remains unchanged. The Company
has re-filed the entire Form 10-Q in order to provide more convenient access to
the amended information in context.





Florham Consulting Corp.


Quarterly
Report on Form 10-Q/A




Table
of Contents




PAGEPART I
                  FINANCIAL
      INFORMATION
                  
                  F-1Item
      1.
                  Consolidated
      Balance Sheets at March 31, 2010 (unaudited) and December 31, 2009
      (audited).
                  
                  F-1Consolidated
      Statements of Operations (unaudited) for the three month period ended
      March 31, 2010.
                  
                  F-2Consolidated
      Statement of Changes in Shareholders' Equity (unaudited) for the three
      month period ended March 31, 2010.
                  
                  F-3Consolidated
      Statements of Cash Flows (unaudited) for the three month period ended
      March 31, 2010.
                  
                  F-4Notes
      to Unaudited Consolidated Financial Statements.
                  
                  F-5Item
      2.
                  Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations.
                  
                  5Item
      3.
                  Quantitative
      and Qualitative Disclosures About Market Risk.
                  
                  8Item
      4T.
                  Controls
      and Procedures.
                  
                  8PART 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.
                  
                  9Item
      4.
                  (Removed
      and Reserved).
                  
                  10Item
      5.
                  Other
      Information.
                  
                  10Item
      6.
                  Exhibits.
                  
                  10Signatures
                  
                  11




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 need additional capital and 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




3





·
            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 SUBSIDIARIES
 
 Consolidated
Balance Sheets
 
 As ofMarch 31, 2010(Restated)
                                    
                                    
                                    As of(Unaudited)
                                    
                                    
                                    December 31,2009ASSETSCurrent
      AssetsCash
                                    
                                    $
                                    511,824
                                    
                                    
                                    $
                                    560,497Accounts
      receivable, net of allowance for uncollectable accounts of $14,052 as of
      March 31, 2010 and $12,688 as of December 31, 2009
                                    
                                    
                                    224,969
                                    
                                    
                                    
                                    177,237Inventory
                                    
                                    
                                    10,003
                                    
                                    
                                    
                                    43,836Other
      current assets
                                    
                                    
                                    82,319
                                    
                                    
                                    
                                    41,197829,115
                                    
                                    
                                    
                                    822,767Fixed
      AssetsFurniture
      and equipment
                                    
                                    
                                    100,526
                                    
                                    
                                    
                                    96,797Leasehold
      improvements
                                    
                                    
                                    73,575
                                    
                                    
                                    
                                    73,575174,101
                                    
                                    
                                    
                                    170,372Accumulated
      Depreciation
                                    
                                    
                                    (10,711
                                    )
                                    
                                    
                                    (5,394
                                    )163,390
                                    
                                    
                                    
                                    164,978Other
      Non-Current AssetsTradename/Trademark/content/customer
      relationships/certification and other  intangibles, net of
      accumulated amortization of $211,844 as of March 31, 2010 and $114,066 as
      of December 31, 2009
                                    
                                    
                                    3,897,156
                                    
                                    
                                    
                                    3,994,935Non-compete
      agreements, net of accumulated amortization of $45,375 as of March
      31, 2010 and $25,595 as of December 31, 2009
                                    
                                    
                                    211,625
                                    
                                    
                                    
                                    231,405Deferred
      tax asset
                                    
                                    
                                    19,245
                                    
                                    
                                    
                                    19,245Goodwill
                                    
                                    
                                    323,296
                                    
                                    
                                    
                                    323,296Other
                                    
                                    
                                    90,048
                                    
                                    
                                    
                                    90,0134,541,370
                                    
                                    
                                    
                                    4,658,894$
                                    5,533,875
                                    
                                    
                                    $
                                    5,646,639LIABILITIES
      AND SHAREHOLDERS' EQUITYCurrent
      LiabilitiesCurrent
      maturities of long-term liabilities
                                    
                                    $
                                    187,105
                                    
                                    
                                    $
                                    78,743Accounts
      payable
                                    
                                    
                                    95,224
                                    
                                    
                                    
                                    112,210Accrued
      liabilities
                                    
                                    
                                    62,247
                                    
                                    
                                    
                                    68,371Income
      taxes payable
                                    
                                    
                                    -
                                    
                                    
                                    
                                    19,245Deferred
      revenue
                                    
                                    
                                    678,413
                                    
                                    
                                    
                                    708,5621,022,989
                                    
                                    
                                    
                                    987,131Long-term
      LiabilitiesNote
      payable
                                    
                                    
                                    1,600,905
                                    
                                    
                                    
                                    1,680,037Capital
      lease obligations
                                    
                                    
                                    25,845
                                    
                                    
                                    
                                    31,870Other
                                    
                                    
                                    199,495
                                    
                                    
                                    
                                    199,4951,826,245
                                    
                                    
                                    
                                    1,911,4022,849,234
                                    
                                    
                                    
                                    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 March 31, 2010 and
      December 31, 2009
                                    
                                    
                                    25
                                    
                                    
                                    
                                    25Common
      stock - 10,000,000 shares, $.0001 par value, authorized, shares issued and
      outstanding; 6,705,622 as of March 31, 2010 and 6,525,981 as of December
      31, 2009
                                    
                                    
                                    671
                                    
                                    
                                    
                                    653Additional
      paid In capital
                                    
                                    
                                    4,047,229
                                    
                                    
                                    
                                    3,841,677Accumulated
      Deficit
                                    
                                    
                                    (1,223,286
                                    )
                                    
                                    
                                    (1,073,956
                                    )Shares
      held in escrow
                                    
                                    
                                    (119,505
                                    )
                                    
                                    
                                    -Notes
      receivable
                                    
                                    
                                    (20,493
                                    )
                                    
                                    
                                    (20,293
                                    )2,684,641
                                    
                                    
                                    
                                    2,748,106$
                                    5,533,875
                                    
                                    
                                    $
                                    5,646,639
 
 See notes
to consolidated financial statements
  F-1
  FLORHAM CONSULTING CORP. AND SUBSIDIARIES
 
 Consolidated
Statement of Operations
 Three
Months Ended March 31, 2010 (Restated)
 (Unaudited)
  
 
  Revenue,
      net
                  
                  $
                  797,764Operating
      ExpensesCost
      of revenue
                  
                  
                  311,951Selling
      and administrative expenses
                  
                  
                  395,244Stock
      based compensation
                  
                  
                  86,065Depreciation
      and amortization
                  
                  
                  122,876916,136Loss
      from Operations
                  
                  
                  (118,372
                  )Other
      Income (Expense)Interest
      income
                  
                  
                  362Interest
      expense
                  
                  
                  (31,320
                  )(30,958
                  )Loss
      Before Income Taxes
                  
                  
                  (149,330
                  )Income
      Taxes
                  
                  
                  -Net
      Loss
                  
                  $
                  (149,330
                  )Net
      Loss Per Common Share - basic and diluted:
                  
                  $
                  (0.02
                  )Weighted
      Average Number of Shares Oustanding - basic and diluted
                  
                  
                  6,525,981
 
 See notes
to consolidated financial statements
  F-2
 
 FLORHAM
CONSULTING CORP. AND SUBSIDIARIES
 
 Consolidated
Statement of Changes in Shareholders' Equity
 Three
Months Ended March 31, 2010 (Restated)
 (Unaudited)
 
 
 
  CommonStock
                      
                      
                      Additional
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      TotalPreferredStock
                      
                      
                      CommonStock
                      
                      
                      Warrants
                      
                      
                      Paid In
                      
                      
                      Accumulated
                      
                      
                      SharesHeld
                      
                      
                      Notes
                      
                      
                      Shareholders'Shares
                      
                      
                      Amount
                      
                      
                      Shares
                      
                      
                      Amount
                      
                      
                      Shares
                      
                      
                      Capital
                      
                      
                      Deficit
                      
                      
                      inEscrow
                      
                      
                      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
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      86,065
                      
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      -
                      
                      
                      
                      86,065Interest
      on notes receivable
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      (200
                      )
                      
                      
                      (200
                      )Net
      Loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (149,330
                      )
                      
                      
                      
                      
                      
                      
                      -
                      
                      
                      
                      (149,330
                      )Balance
      - March 31, 2010
                      
                      
                      250,000
                      
                      
                      $
                      25
                      
                      
                      
                      6,705,622
                      
                      
                      $
                      671
                      
                      
                      
                      930,000
                      
                      
                      $
                      4,047,229
                      
                      
                      $
                      (1,223,286
                      )
                      
                      $
                      (119,505
                      )
                      
                      $
                      (20,493
                      )
                      
                      $
                      2,684,641
 
 See notes
to consolidated financial statements
  F-3
 
 FLORHAM
CONSULTING CORP. AND SUBSIDIARIES
 
 Consolidated
Statement of Cash Flows
 Three
Months Ended March 31, 2010 (Restated)
 (Unaudited)
 
 
 
  Cash
      Flows Provided by (Used In) Operating ActivitiesNet
      loss
                      
                      $
                      (149,330
                      )Adjustments
      to reconcile net loss to net cash provided by (used in) operating
      activities:Depreciation
      and amortization
                      
                      
                      122,876Interest
      income added to note principal
                      
                      
                      (200
                      )Interest
      expense added to note principal
                      
                      
                      28,951Stock
      based compensation
                      
                      
                      86,065(Increase)
      Decrease in:Accounts
      Receivable
                      
                      
                      (47,732
                      )Inventory
                      
                      
                      33,833Other
      current assets
                      
                      
                      (38,229
                      )(Decrease)
      in:Accounts
      payable
                      
                      
                      (16,987
                      )Accrued
      liabilities
                      
                      
                      (6,123
                      )Income
      taxes payable
                      
                      
                      (22,138
                      )Deferred
      revenue
                      
                      
                      (30,149
                      )Net
      cash used in operating activities
                      
                      
                      (39,163
                      )Cash
      Flows Used In Investing ActivitiesPurchase
      of fixed assets
                      
                      
                      (3,729
                      )Other
      Assets
                      
                      
                      (35
                      )Net
      cash used in investing activities
                      
                      
                      (3,764
                      )Cash
      Flows Used In Financing ActivitiesPayments
      of capital lease obligations
                      
                      
                      (5,746
                      )Net
      Decrease In Cash
                      
                      
                      (48,673
                      )Cash
      - beginning of period
                      
                      
                      560,497Cash
      - end of period
                      
                      $
                      511,824Supplemental
      Disclosure of Cash Flow InformationCash
      paid during the period for:Interest
                      
                      $
                      2,368Taxes
                      
                      $
                      14,313
 
 See notes
to consolidated financial statements
  F-4
 
 FLORHAM
CONSULTING CORP. AND SUBSIDIARIES
 
 Notes
to Consolidated Financial Statements
 March
31, 2010 (Restated)
 (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.
The financial statements have been restated to delete the acquiree’sresults of
operations and cash flows for the comparative prior period.
 
 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 March 31, 2010 and December 31, 2009,
the Company had $67,706 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 March 31, 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 March 31, 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 March 31, 2010 and December 31,
2009, the Company established a valuation allowance against the deferred tax
assets in the approximate amounts of $500,000 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 was charged to operations as compensation during the three
months ended March 31, 2010.  At March 31, 2010, there was $373,621 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
– OTHER LONG-TERM LIABILITIES
 
 Included
in other long-term 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 have been 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.
 
 The
escrow shares are shown as a reduction to shareholders’ equity.
 
 4
– 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.
  F-8
 
 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 April 1,through December 31, 20102010
                              
                              $
                              56,521For
      the years ended December 31,2011
                              
                              
                              72,8482012
                              
                              
                              75,0342013
                              
                              
                              77,2852014
                              
                              
                              79,603Thereafter
                              
                              
                              411,717Total
                              
                              $
                              773,008
 
 Rent
expense for the three months ended March 31, 2010 was $28,700.
 
 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 April 1,through
      December 31, 2010
                            
                            $
                            503,889For
      the years ended December 31,2011
                            
                            
                            345,0002012
                            
                            
                            345,000
  F-9
  
 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.
 
 5 – LOSS PER SHARE
 
 The
following table presents a reconciliation of the denominators used in the loss
per share calculations for the three months ended March 31, 2010.
 
 Weighted
      average common shares
                      
                      
                      6,525,981Potentially
      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 andpotentially
      dilutive common equivalent shares
                      
                      
                      6,525,981
 
 For the
three months ended March 31, 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 from continuing operations. Shares
excluded were as follows:
 
 Conversion
      of preferred stock
                              
                              
                              12,278,333Exercise
      of warrants
                              
                              
                              930,000Vested
      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.
  F-10
 
 Historical
                      
                      
                      Pro FormaNet
      Loss Per Common Share
                      
                      $
                      (0.02
                      )
                      
                      $
                      (0.01
                      )Weighted
      Average Number of Common Shares Outstanding
                      
                      
                      6,525,981
                      
                      
                      
                      18,804,214
 
 6
– SUBSEQUENT EVENTS
 
 Subsequent
events have been evaluated for disclosure and recognition through the time of
filing our report on Form 10-Q/A.
  F-11




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 March 31, 2010 and December 31, 2009 and for the three months ended March
31, 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 March 31, 2010 and December 31, 2009 and for the three months
ended March 31, 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.





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.


5


Liquidity and Capital Resources





As of
March 31, 2010, we had a working capital deficit of approximately
$194,000.  Included in working capital is deferred revenue of
approximately $678,000, which will be earned during fiscal year
2010.




Net cash
used in operating activities was approximately $39,000, which was primarily
related to the Company incurring a loss for the period.





Net cash
used in investing activities of approximately $4,000 was primarily related to
the cash used for the purchase of fixed assets.





Net cash
used in financing activities of approximately $6,000 was related to payments of
capital lease obligations.





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.





Results
of Operations




The
following table shows the results of our business for the three months ended
March 31, 2010.


6





Three
Months Ended March 31, 2010





% ofRevenueTHREE MONTHS ENDED MARCH 31,
                  
                  2010
                  
                  
                  2010NET
      REVENUE
                  
                  $
                  797,764
                  
                  
                  
                  100
                  %COST
      OF REVENUE
                  
                  
                  311,951
                  
                  
                  
                  39
                  %SELLING
      AND ADMINISTRATIVE EXPENSES
                  
                  
                  395,244
                  
                  
                  
                  50
                  %STOCK
      BASED COMPENSATION
                  
                  
                  86,065
                  
                  
                  
                  11
                  %DEPRECIATION
      AND AMORTIZATION
                  
                  
                  122,876
                  
                  
                  
                  15
                  %TOTAL
      OPERATING EXPENSES
                  
                  
                  916,136
                  
                  
                  
                  115
                  %(LOSS)
      FROM OPERATIONS
                  
                  
                  (118,372
                  )
                  
                  
                  -15
                  %INTEREST
      EXPENSE
                  
                  
                  (31,320
                  )
                  
                  
                  -4
                  %INTEREST
      INCOME
                  
                  
                  362
                  
                  
                  
                  0
                  %TOTAL
      OTHER EXPENSE
                  
                  
                  (30,958
                  )
                  
                  
                  -4
                  %(LOSS)
      FROM OPERATIONS BEFORE INCOME TAXES
                  
                  
                  (149,330
                  )
                  
                  
                  -19
                  %INCOME
      TAXES
                  
                  
                  -
                  
                  
                  
                  0
                  %NET
      (LOSS)
                  
                  $
                  (149,330
                  )
                  
                  
                  -19
                  %





Revenue. Net revenue
for the three months ended March 31, 2010 was approximately $798,000, which
included revenue from distance learning and residential training educational
programs of approximately 37%, revenue from review and update courses of
approximately 35%, and revenue from the sale of manuals and Memory Master study
guides of approximately 28%.





Cost of
Revenue.  Cost of revenue was approximately $312,000, which
included costs associated with distance learning and residential training
courses of approximately 53%, the cost of conference facilities for review and
update courses of approximately 16%, the cost of printing and shipping
manuals and study guides 19% and other costs 12%.





Selling and Administrative Expenses. Selling and administrative expenses were approximately $395,000,
and include salaries, payroll taxes and benefits in the approximate amount of
$253,000.





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 March 31, 2010, and therefore
has not provided income tax expense or benefit.


7





ITEM 3.
              QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK.




Not
applicable.





ITEM 4T.
            CONTROLS
      AND PROCEDURES.





(a) Disclosure
Controls and Procedures. We maintain disclosure controls and procedures
that are designed to ensure that information required to be disclosed in our
reports filed pursuant to the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the SEC’s rules, regulations
and related forms, and that such information is accumulated and communicated to
our principal executive officer and principal financial officer, as appropriate,
to allow timely decisions regarding required disclosure.





As of
March 31, 2010, we carried out an evaluation, under the supervision and with the
participation of our principal executive officer and principal financial officer
of the effectiveness of the design and operation of our disclosure controls and
procedures. Based on this evaluation, our principal executive officer and
principal financial officer concluded that our disclosure controls and
procedures were effective as of the end of the period covered by this
report.




(b) Internal Controls
over Financial Reporting . Under Section 404 of the Sarbanes-Oxley Act of
2002, management is required to assess the effectiveness of the Company’s
internal control over financial reporting as of the end of each fiscal year and
report, based on that assessment, whether the Company’s internal control over
financial reporting is effective.





Management
of the Company is responsible for establishing and maintaining adequate internal
control over financial reporting.  The Company’s internal control over
financial reporting is designed to provide reasonable assurance as to the
reliability of the Company’s financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles.





Internal
control over financial reporting, no matter how well designed, has inherent
limitations.  Therefore, internal control over financial reporting
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and may not prevent or detect all misstatements.
Moreover, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may
deteriorate.





The
Company’s management has assessed the effectiveness of the Company’s internal
control over financial reporting as of March 31, 2010.  In making this
assessment, the Company used the criteria established by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in “Internal
Control-Integrated Framework.” These criteria are in the areas of control
environment, risk assessment, control activities, information and communication,
and monitoring.





Based on
the Company’s processes and assessment, as described above, management has
concluded that, as of March 31, 2010, the Company’s internal control over
accounts receivable and assessment of allowances for doubtful accounts was not
effective.





Upon
identification of the weakness in measuring and assessing accounts receivable,
management has evaluated remedial measures consisting principally of upgrading
of automated systems and procedures.





During
the quarter ended March 31, 2010, there were no changes in our internal control
over financial reporting identified in connection with the evaluation required
by paragraph (d) of Rule 13a-15 or Rule 15d-15 that has materially affected, or
is reasonably likely to materially affect, our internal control over financial
reporting.


8





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 April 5, 2010.





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





On
December 16, 2009, EII entered into an interest  purchase agreement
with the members of Training Direct, and our company, pursuant to which EII
acquired all outstanding membership interests, on a fully diluted basis, of
Training Direct in exchange for (a) $200,000 cash, (b) shares of our common
stock having a deemed value of  $600,000 (the “Acquisition Shares”),
with such number of Acquisition Shares to be determined by dividing $600,000 by
the “Discounted VWAP” (as defined below) for the 20 “Trading Days” (as defined
below) immediately following the consummation of the reverse merger, and (c)
shares of our  common stock having a deemed value of $300,000 (the
“Escrow Shares”), with such number of Escrow Shares to be determined by dividing
$300,000 by the Discounted VWAP for the 20 Trading Days immediately following
the consummation of the reverse merger. The Escrow Shares will be held in escrow
and released therefrom as provided in the purchase agreement. “Discounted VWAP”
is defined in the purchase agreement as 70% of the “VWAP” of our common stock,
but in no event less than $0.40 per share. “VWAP” is defined in the purchase
agreement as a fraction, the numerator of which is the sum of the product of (i)
the closing trading price for our common stock on the applicable national
securities exchange on each Trading Day of the 20 Trading Days following the
consummation of the reverse merger, and (ii) the volume of our common stock on
the applicable national securities exchange for each such day and the
denominator of which is the total volume of our common stock on the applicable
national securities exchange during such twenty day period, each as reported by
Bloomberg Reporting Service or other recognized market price reporting service.
“Trading Day” is defined in the purchase agreement as any day on which the New
York Stock Exchange or other national securities exchange on which our common
stock trades is open for trading.  The Discounted VWAP for the twenty
Trading Days after the effective date of the reverse merger was
$1.67.  Accordingly, on March 3, 2010 we issued an aggregate of
359,281 Acquisition Shares and 179,641 Escrow Shares.





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.


9





ITEM 4.
            (REMOVED
      AND RESERVED).





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.




10





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 (Principal
              Executive
      Officer)Date:
      July 29, 2010By:
            /s/ Kellis VeachKellis
      Veach
              Chief
      Financial Officer (Principal
              Financial
      and Accounting Officer)Date:
      July 29, 2010




11