SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                   FORM 10-KSB

[X}  Annual  Report  pursuant  to Section 13 or 15(d) of the Securities Exchange
     Act  of  1934  For  the  Fiscal  Year  Ended  June  30,  2004

                                       OR

[ ]  Transition  Report  Pursuant  to  Section  13 or 15(d) of the Securities
     Exchange  Act  of  1934

                          COMMISSION FILE NO. 000-15034


                              TAYLOR MADISON CORP.
                              --------------------
             (Exact name of registrant as specified in its charter)


         FLORIDA                                   65-0924433
 (State of Incorporation)                       (I.R.S. Employer
                                              Identification Number)


2875 NORTHEAST 191ST STREET, PH2 AVENTURA, FL          33180
 (Address of principal executive offices)            (Zip Code)


                                  305-692-3732
              (Registrant's telephone number, including area code)


                               NIMBUS GROUP, INC.
                               ------------------
     (Former name, former address and former fiscal year, if changed since last
                                     report)


           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:


                               Title of Each Class
                               -------------------
                     Common Stock, par value $.001 per share


        SECURITIES REGISTERED PURSUANT TO SECTION 12 (G) OF THE ACT: NONE

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.   YES [X]    NO [ ]

     Indicate  by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is not contained herein, and will not be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated  by  reference  in Part III of this Form 10-KSB or any amendment to
this  Form  10-KSB.     YES     NO

<PAGE>

     Revenue  for  the most recent fiscal year: $277,098. Aggregate market value
of  the voting stock held by non-affiliates (8,088,889 shares) of the registrant
as  of  the  close  of  business  on  September  30,  2004:  $202,222.

     As of September 30, 2004, 8,860,889 of common stock, $.001 par value were
outstanding.

                       DOCUMENT INCORPORATED BY REFERENCE
                                      None

    Transitional Small Business Disclosure Format (check one);   YES [ ]  NO [X]

<PAGE>

                           FORWARD-LOOKING STATEMENTS

This  report contains "forward-looking statements" within the meaning of Section
21E  of  the  Securities Exchange Act of 1934, as amended. These forward-looking
statements  include,  among  others, statements concerning the Company's outlook
for  2005  and  beyond,  the  Company's  expectations, beliefs, future plans and
strategies,  anticipated  events  or  trends, and similar expressions concerning
matters  that  are  not  historical  facts.  Although  we  believe  that  the
expectations  reflected  in  the  forward-looking  statements are reasonable, we
cannot  guarantee  future  results,  levels  of  activity,  performance  or
achievements.  The  forward-looking  statements  in  this  report are subject to
risks  and  uncertainties  that  could cause actual results to differ materially
from  those  expressed  in  or  implied  by the forward-looking statements.  The
Company  takes  no  obligation  to update or correct forward-looking statements.

                                     PART I.

ITEM 1.     DESCRIPTION OF BUSINESS

Currently  the  Company  is implementing its plan and is focusing its efforts to
the  development  of  fragrance,  cosmetics  brands  and  other  products,  both
proprietary  and  under  license.  This  new  focus  capitalizes  on  current
management's  expertise. The Company acquired a portfolio of brands that enabled
the  Company  to  enter  into  licensing  and  distribution agreements that have
generated  income  for  the  Company.  Currently the Company is seeking suitable
equity  investors  that  will  enable  the  Company  to  execute  its  plans.

OUR HISTORY

Cara  Mia  was  the  first  brand  in  the  portfolio  the Company acquired from
Omniscient  Corp.  that  began  distribution  through a licensing agreement with
Victory  International (USA) LLC. Cara Mia Skincare initially launched in Puerto
Rico  with  four products created specifically as a skincare solution.  There is
currently  no  agreement  between  Omniscient  and  the  Company.

The  Company  distributes  its product lines via licensed wholesale distributors
that  service  specialty retail stores across the United States and to worldwide
importers  and exclusive distributors. The Company does not directly manufacture
any  product  nor  takes  positions  in  inventory.

During  January  2002, Taylor Madison Corp's (formerly Nimbus Group, Inc.) board
of  directors  adopted  a  formal  plan  of  disposition  of  the  assets  of
TaketoAuction.com  ("TTA"),  its  wholly owned subsidiary in connection with our
overall strategic program designed to focus our resources on Nimbus Jets and the
development  of  a  national  air  taxi  service.  All revenues generated during
fiscal  2002  and  prior  years  related  solely  to  TTA. Due to the continuous
declining  market  conditions of the air transportation industry, during January
2003,  our Board resolved not to continue to pursue the development of a private
air  taxi  service  for  the  time being and to refocus its efforts on a plan to
bring  Taylor  Madison  Corp.  to  profitable  levels

On  January  15,  2003,  Mr.  Jonathan  Geller tendered his resignation as Chief
Technology  Officer,  effective  immediately.  On February 3, 2003, Mr. Mitchell
Morgan  tendered  his resignation as Chief Financial Officer and Director and he
was  eventually  replaced  by  Carlos  De  Miguel and Sandra Orr who assumed the
interim  title of the Chief Financial Officer from March 1, 2003 to May 2003 and
June  2003  to August 2003, respectively. Dr. Michael Wellikoff assumed the role
of  Principal Financial Director on September 1, 2003.  On April 1, 2004 Timothy
Hart  assumed  the  role of Chief Financial Officer. On May 22, 2003 Ilia Lekach
tendered  his  resignation  as  Chief  Executive Officer and Director and he was
replaced  on  the  same  date  by  Lucien  Lallouz  effective  April  1,  2003.

On  February 19, 2003, Watch Junction, Inc. purchased the technology and certain
assets  of  TTA  (the  "Technology  Sale").  Watch Junction is owned 100% by the
former  President of TTA, Mr. Albert Friedman.  Mr. Friedman made a cash payment
in the amount of $50,000 and returned 305,610 shares of our common stock back to
us  for  the  licensing rights of the technology and purchase of certain assets.
The  305,610 shares were subsequently sold to Omniscent for $50,000 at $.016 per
share,  which  was  approximately  115%  of  the  closing  trading  price of the
Company's  common  stock  on  September  1,  2003.

                                      -3-
<PAGE>

TTA  operated  the  Perfumania.com  retail  storefront  until  March 2003, which
offered  over 2,000 fragrance and fragrance-related products, including bath and
aromatherapy  products.    As  of  December  31,  2002,  we  owed Perfumania.com
approximately  $2.1  million  relating  primarily  to inventory purchased from a
license agreement (the "License Agreement").  On January 28, 2003, we received a
letter  from  E  Com  Ventures,  Inc.  ("ECMV"),  the  parent of Perfumania.com,
indicating  we were in default of our Website Operations Services Agreement (the
"Agreement")  for  non-payment  of  amounts due of approximately $1.9 million to
Perfumania.com  in  connection  with  the  Agreement.  To  settle  the breach of
contract  claim,  we agreed to terminate the Agreement in exchange for a release
of the outstanding obligations owed to Perfumania.com.  On February 28, 2003, we
completed the process of returning the operations of Perfumania.com back to ECMV
(the  "P.com  Return").  As  part of the transition of the P.com Return, TTA has
transferred  to  Perfumania.com  assets  which  had  a  value  of  approximately
$242,000.  Furthermore, ECMV assumed certain liabilities of TTA, relating to the
operations  of Perfumania.com, of approximately $124,000; made a cash payment of
approximately  $40,000  to  TTA;  and extinguished a $1.7 million receivable due
from  TTA.

On  March  1, 2003, Taylor Madison's management began devising a plan that would
take the Company to profitable levels over the next 18 months by capitalizing on
the  Company's  experience  in  marketing,  branding  and  licensing.

The  Company's  articles  of  incorporation  authorize  the  issuance  of  up to
50,000,000  shares  of  common  stock,  par  value,  $.001.  The Company is also
authorized to issue up to 10,000,000 shares of preferred stock, par value $.001,
and  its  board of directors has the authority to fix the dividend, liquidation,
conversion, redemption and other rights and preferences of such preferred shares
without  any  vote  or  approval  of  the  Company's  stockholders.

On  May  19, 2003, the Company entered into an agreement with Omniscent Corp. to
acquire certain rights to a portfolio of fragrance brands and Skincare line that
include;  The  Cara  Mia  Swiss  Formulated  Skincare  line.  The  Cara Mia line
initially  debuted  with  four  products  created  specifically  to  repair  and
rejuvenate  the  user's  skin.  The  purchase  price  for  the  development  and
licensing rights is for up to 2,500,000 shares of preferred convertible stock or
a  cash  payment  of  $500,000  at  the  Company's  option,  for  the design and
development  rights  and  30%  of  all  revenues  and or sub-licensing fees.  If
issued,  the preferred shares will be convertible into shares of common stock of
our  Company  on a one to one basis at the option of the holder, but in no event
may  the  preferred  shares  be converted into more than 19.9% of our issued and
outstanding  common  stock.  Sharon  Lallouz  is  the  principal  shareholder of
Omniscent  Corp.  and  is  also the spouse of the Company's Chief Executive. Mr.
Lallouz  was  appointed  Chief  Executive  Officer  and  director of the Company
following  the  execution  of  the  agreement. The Company has not closed on its
transaction  with  Omniscent  Corp.  The two companies have agreed not to pursue
this  agreement.

Effective  May  20, 2003, we entered into a sub-licensing agreement with Victory
International  (USA)  LLC  (Victory)  to distribute its Cara Mia Cosmetics brand
worldwide.  Under  the terms of the agreement, Victory is to advance the Company
$200,000  against  royalties  of 12% on all sales made by Victory, of which 3.6%
from  these royalties is payable to Omniscent under its licensing agreement with
Taylor  Madison  leaving  the  Company  with  a net of 8.4% of all sales made by
Victory.  As of November 2003 we have received the $200,000 advance in full from
Victory.  Ongoing  royalties are payable quarterly. To date, no royalty payments
have been made to Omniscent.  On November 22, 2003 Victory launched the Cara Mia
product  line  in Puerto Rico.  Victory no longer distributes this brand and the
agreement  has  been  terminated.

Effective  May  21,  2003  the Company also entered into an assignment agreement
with Omniscent, where it acquired the licensing rights of the Phantom Fragrances
brand licensed to Moar International. Under the terms of the licensing agreement
a  royalty  fee  of  5%  on  net  sales  of  the  brand is payable to us by Moar
International.  Under  the  assignment agreement 1.5% from the 5% will revert to
Omniscent leaving the Company with a net of 3.5% of all royalties collected from
this  licensing  assignment.  The  two  companies have agreed not to pursue this
agreement.

On  June  10,  2003  ECMV  and Perfumania.com ("Perfumania") signed an agreement
effective  as  of  March  1,  2003,  in  which  Perfumania.com  extinguished the
receivable due from the Company, various assets and liabilities were transferred
between Perfumania.com and the Company and the operations of Perfumania.com were
transitioned  back  to  ECMV  by  the  Company.

                                      -4-
<PAGE>

In  March  of  2004, the Company secured a licensing agreement from Major League
Baseball Properties to manufacture personal care products under the Major League
Baseball  ("MLB")  brand.  The license period runs through December 31, 2006 and
calls  for  payments  to MLB of $135,000 over the life of the license. A $10,000
payment  was  made  in  July 2004 on behalf of the Company. The Company has been
unable  to raise funds to develop these agreements. No revenues have been earned
nor  have  we  begun  to  fulfill  our  obligations under this agreement. We are
currently  negotiating  the viability of assigning this agreement to release the
Company  from  the  obligations  under  this agreement. The agreement is in full
force.

In  June  of  2004, the Company secured a licensing agreement from Gund, Inc. to
manufacture personal care products under the Gund brand. The license period runs
through  April  30, 2009 and calls for payments of $295,000 over the life of the
contract. The initial $25,000 payment was made on behalf of the Company when the
agreement  was  signed and is included in other current assets. The next payment
of $25,000 was due in August 2005. The Company has been unable to raise funds to
develop  these  agreements.  No  revenues  have been earned nor have we begun to
fulfill  our  obligations under this agreement. We are currently negotiating the
viability  of  assigning  this  agreement  to  release  the  Company  from  the
obligations  under  this  agreement.  The  agreement  is  in  full  force.

The  Company  has  engaged in one drop ship transaction. Revenue of $101,231 and
related  costs  of  $72,493 were incurred in connection with the transaction. No
further  revenues  are  expected  to  be  earned  in  transactions of this type.

The  Company  only  distributes  its  product  lines  via  licensed  wholesale
distributors  that  service specialty retail stores across the United States and
to worldwide importers and exclusive distributors. The Company does not directly
manufacture  any  product  or  take  positions  in  inventory.


We  continue  to  seek  other  licensing  opportunities  together with an equity
investment.

EMPLOYEES

As  of June 30, 2004, we had 3 employees/independent contractors, represented by
Lucien  Lallouz, our Chief Executive Officer, Donald Moore, our Vice President /
General Counsel and Timothy Hart, our Chief Financial Officer. We have never had
a  work  stoppage  and  no employees are represented under collective bargaining
agreements.  We  consider  our  relations  with  our  employees  to  be  good.

OUR CORPORATE HISTORY

Taylor  Madison  Corp.  was incorporated in Florida in June 1999.  The Company's
articles  of  incorporation authorize the issuance of up to 50,000,000 shares of
common  stock,  par value, $.001.  The Company is also authorized to issue up to
10,000,000  shares  of  preferred  stock,  par  value  $.001,  and  its board of
directors  has  the  authority  to  fix  the  dividend, liquidation, conversion,
redemption and other rights and preferences of such preferred shares without any
vote  or  approval  of  the  Company's  stockholders.

Our principal executive offices are located at 2875 Northeast 191st Street, PH2,
Aventura,  Florida  33180.  Our  telephone  number  is  (305)  692-3732.

RECENT  EVENTS

The  Company  entered  into  an  agreement  in September 2004 which requires the
Company  to  pay  $5,000,000 to license a major brand for the Western Hemisphere
for  various  products.  The  parties  have agreed that the Company must pay the
$5,000,000  by  November 15, 2004 in order for the agreement to be in full force
and  effect.  In addition, the parties agreed that the licensor would be granted
options  to purchase 5,000,000 shares of the Company's common stock at $1.00 per
share.  The  Company  has  no  commitment  for  the $5,000,000 necessary for the
agreement  to  be  implemented and no assurance can be provided that the Company
will successfully raise such capital. Pursuant to this agreement, the Company is
required  to  pay  royalties  of  35% of its net sales and an advertising amount
equal  to  50%  of any amounts that it receives from sub-licensees. In the event
that  the  Company renews the agreement in 2014 and 2024, it will be required to
pay  $9,000,000  and  $10,000,000,  respectively.

                                      -5-
<PAGE>

ITEM  2.     DESCRIPTION  OF  PROPERTY

The Company has no property. Our principal executive offices are located at 2875
Northeast  191st  Street,  PH2,  Aventura, Florida 33180 and our monthly rent is
currently  approximately  $1,700  per  month  and increases over the life of the
lease.  The  lease  expires  in  June  2007.

ITEM  3.     LEGAL  PROCEEDINGS

From  time  to  time,  the  Company  is involved in general business litigation.

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

On March 31, 2004 the Company held its annual shareholder meeting. The following
matters have been proposed and voted upon;

It was resolved and approved that the proposal to change the Company's name to
Taylor Madison Corp. was approved. (6,472,241 votes for, 2,720 votes against and
1,100 votes abstain)

It was resolved and approved that the engagement of DeMeo Young McGrath as the
company's independent auditors. (6,475,141 votes for, 20 votes against and 900
votes abstain)

It was resolved and approved that Donald P. Moore Esq., be appointed to the
company's board of directors until March 2007(6,472,841 votes for, 3,220 votes
against and 0 votes abstain).  On October 6, 2004, Mr. Moore resigned.

                                      -6-
<PAGE>

                                    PART II.

ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

Our  common  stock  is  traded  on  the "pink sheets" under the symbol TMDN. Our
common  stock was traded on the AMEX under the symbol NMC through June 2004. The
following  table sets forth the high and low closing sales prices for our Common
Stock  for  the  periods  indicated,  as  reported  by  the applicable exchange.

<TABLE>
<CAPTION>

CALENDAR YEAR 2004                HIGH    LOW
--------------------------------  -----  -----
<S>                               <C>    <C>
January 1, 2004 - March 31, 2004  $0.10  $0.04
April 1, 2004 - June 30, 2004     $0.10  $0.04

CALENDAR YEAR 2003                HIGH   LOW
--------------------------------  -----  -----

First Quarter                     $0.32  $0.16
Second Quarter                    $0.32  $0.07
Third Quarter                     $0.10  $0.07
Fourth Quarter                    $0.10  $0.07

CALENDAR YEAR 2002                HIGH   LOW
--------------------------------  -----  -----

First Quarter                     $1.80  $1.10
Second Quarter                    $1.45  $0.35
Third Quarter                     $0.40  $0.11
Fourth Quarter                    $0.35  $0.10
</TABLE>


HOLDERS

As  of  June  30,  2004,  there  were approximately 50 holders of record, and we
believe  we  have  in excess of 400 holders of common stock held in street name.
The  closing  sales  price  for the Common Stock on June 30, 2004 was $0.065 per
share.

DIVIDEND POLICY

We  have  not  declared  or  paid  any  dividends on our Common Stock and do not
currently  intend  to  declare  or pay cash dividends in the foreseeable future.
Payment  of  dividends,  if  any,  will  be  at  the  discretion of the Board of
Directors  after  taking  into  account various factors, including our financial
condition,  results  of operations, current and anticipated cash needs and plans
for  expansion.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

On  July  2,  2003  the  Company issued an aggregate of 250,000 shares of common
stock  to  two  law  firms in consideration for legal services performed for the
Company  and  future  services to be performed for the Company.  The shares were
valued  at $.14 per share, equal to the closing bid price of the common stock of
the  Company  on  the date of grant.  The securities were issued pursuant to the
exemption from registration provided by Section 4(2) of the Securities Act.  The
securities  contain  the  appropriate  legend  restricting their transferability
absent  registration  or  applicable  exemption.  The shareholders had access to
current  information  on  the Company and had the ability to ask questions about
the  Company.

On  April 1, 2003, the Company issued options for 371,000 shares of common stock
to  Michael  Wellikoff  in consideration for services performed for the Company.
The  option price for the shares was $.08 per share.  The shares were trading at
$.07  per  share  at  grant date. Mr. Wellikoff exercised the options during the
three  months  ended  March 31, 2004. The securities were issued pursuant to the
exemption  from registration provided by Section 4(2) of the Securities Act. The
securities  contain  the  appropriate  legend  restricting their transferability
absent registration or applicable exemption. Mr. Wellikoff had access to current
information  on  the  Company  and  had  the  ability to ask questions about the
Company.

                                      -7-
<PAGE>

On May 22, 2003 the Company issued options for 371,000 shares of common stock to
Lucien Lallouz in consideration for services performed for the Company effective
April  1, 2003, the option price for the shares was $.08 per share.   The shares
were  trading at $.07 per share at grant date. Mr. Lallouz exercised the options
during  the  three  months  ended  March  31,  2004.  The securities were issued
pursuant  to  the  exemption  from  registration provided by Section 4(2) of the
Securities  Act. The securities contain the appropriate legend restricting their
transferability  absent  registration  or  applicable exemption. Mr. Lallouz had
access  to  current  information  on  the  Company  and  had  the ability to ask
questions  about  the  Company.

On May 22, 2003 the Company issued options for 371,000 shares of common stock to
Jack  A. Smith in consideration for services performed for the Company effective
April  1,  2003, the option price for the shares was $.28 per share.  The shares
were  trading  at  $.07  per  share  at  grant  date. The securities were issued
pursuant  to  the  exemption  from  registration provided by Section 4(2) of the
Securities  Act. The securities contain the appropriate legend restricting their
transferability  absent  registration  or  applicable  exemption.  Mr. Smith had
access  to  current  information  on  the  Company  and  had  the ability to ask
questions  about  the  Company.

On  December  30,  2003, the Company issued options for 330,000 shares of common
stock  to  Marcos  Lencovski  in  consideration  for  services performed for the
Company.  The  option price for the shares was $.127 per share.  The shares were
trading  at  $.11  per  share at grant date. Mr. Lencovski exercised the options
during  the  three  months  ended  March  31,  2004.  The securities were issued
pursuant  to  the  exemption  from  registration provided by Section 4(2) of the
Securities  Act. The securities contain the appropriate legend restricting their
transferability  absent  registration or applicable exemption. Mr. Lencovski had
access  to  current  information  on  the  Company  and  had  the ability to ask
questions  about  the  Company.

On  January  1, 2004 , the Company issued 50,000 shares of common stock to Manny
Mouriz  and  50,000  shares  of  common stock to Zoe Bartels as compensation for
advertising  work performed on behalf of the Company. These services were valued
at  $16,000  (the  prevailing  market  price  of  the  stock  at  the time). The
securities  were  issued pursuant to the exemption from registration provided by
Section  4(2)  of  the  Securities  Act.  The securities contain the appropriate
legend  restricting  their  transferability  absent  registration  or applicable
exemption.  Mr.  Mouriz and Mr. Bartels had access to current information on the
Company  and  had  the  ability  to  ask  questions  about  the  Company.

During  March  2004, the Company entered into a three-year agreement with Donald
Moore, under which Mr. Moore shall act as vice president and general counsel for
the Company. On March 31, 2004, the Company issued options for 375,000 shares of
common  stock to Mr. Moore. The option price for the shares was $.215 per share.
The  shares  were  trading  at  $.23 per share at grant date. These options were
issued  as an inducement for Mr. Moore to join the Board of the Company and have
not  been  exercised.  The securities were issued pursuant to the exemption from
registration  provided  by  Section  4(2) of the Securities Act.  The securities
contain  the  appropriate  legend  restricting  their  transferability  absent
registration  or  applicable  exemption.  Mr.  Moore  had  access  to  current
information  on  the  Company  and  had  the  ability to ask questions about the
Company.

During  March 2004, the Company entered into a three year agreement with Timothy
Hart, under which Mr. Hart shall act as Chief Financial Officer for the Company.
On March 31, 2004, the Company issued options for 300,000 shares of common stock
to  Mr.  Hart.  The option price for the shares was $.215 per share.  The shares
were  trading  at  $.23 per share at grant date. These options were issued as an
inducement  for Mr. Hart to join the management of the Company and have not been
exercised.  The  securities  were  issued  pursuant  to  the  exemption  from
registration  provided  by  Section  4(2) of the Securities Act.  The securities
contain  the  appropriate  legend  restricting  their  transferability  absent
registration or applicable exemption. Mr. Hart had access to current information
on  the  Company  and  had  the  ability  to  ask  questions  about the Company.

From July through October, Lucien Lallouz purchased $60,000 of our securities at
$.05 per share for 1,200,000 shares, which shares have not been issued as of the
date  of this report.  The securities were issued pursuant to the exemption from
registration  provided  by  Section  4(2) of the Securities Act.  The securities
contain  the  appropriate  legend  restricting  their  transferability  absent
registration  or  applicable  exemption.  Mr.  Lallouz  had  access  to  current
information  on  the  Company  and  had  the  ability to ask questions about the
Company.

                                      -8-
<PAGE>

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

COMPARISON OF JUNE 30, 2004 AND JUNE 30, 2003

OVERVIEW.  As  discussed  above,  we  have  changed  our  business  strategy and
discontinued prior operations. Results of operations for the year ended June 30,
2004  compared  to  the  six-month  transition period ended June 30, 2003 differ
significantly  due  to  this change. As such, any comparison of these periods is
meaningless.

RECENT  EVENTS.  The  Company  entered into an agreement in September 2004 which
requires  the Company to pay $5,000,000 to license a major brand for the Western
Hemisphere  for  various products. The parties have agreed that the Company must
pay the $5,000,000 by November 15, 2004 in order for the agreement to be in full
force  and  effect.  In  addition, the parties agreed that the licensor would be
granted  options  to  purchase 5,000,000 shares of the Company's common stock at
$1.00  per share. The Company has no commitment for the $5,000,000 necessary for
the  agreement  to  be  implemented  and  no  assurance can be provided that the
Company  will  successfully  raise such capital. Pursuant to this agreement, the
Company  is required to pay royalties of 35% of its net sales and an advertising
amount  equal  to 50% of any amounts that it receives from sub-licensees. In the
event  that  the  Company  renews  the  agreement  in  2014 and 2024, it will be
required  to  pay  $9,000,000  and  $10,000,000,  respectively.

REVENUES.  Overall  net revenues for the year ended June 30, 2004 were $277,098.
These revenues consisted of licensing fees earned in connection with the Victory
International LLC agreement and the sale of $101,600 in Phantom Fragrances brand
perfume  products.  There was a related cost of $72,493 associated with the sale
of the perfume. Revenues for the six-month transition period ended June 30, 2003
were  $100,000  relating  exclusively to royalty payments under our licensing of
the  Cara  Mia  product  line.

GENERAL  AND  ADMINISTRATIVE  EXPENSES.  General  and  administrative  expenses
consisted  of  payroll  and  related  expenses  for  executive,  accounting  and
administrative  personnel,  professional  fees  and  other  general  corporate
expenses.  General  and administrative expenses for the year ended June 30, 2004
were  $664,463. General and administrative expenses for the six-month transition
period  ended  June 30, 2003 were $184,491. The increase in the level of general
and  administrative  expenses  was  due  to  the  increase in administrative and
executive  personnel  associated  with the change of our business. We anticipate
that  as  our  new  business  operations develop, our general and administrative
expenses  will  continue  to  increase.

ROYALTY  EXPENSES.  Royalty  expense  consists  exclusively of royalties paid to
Omniscent Corp. pursuant to our current licensing arrangement.  Royalty expenses
for the year ended June 30, 2004 were $30,000. Royalty expense for the six-month
transition  period  ended  June  30, 2003 was $30,000.  Our royalty expense will
proportionally  increase  or decrease depending on future revenues derived under
the  Omniscent Corp. licensing arrangement. This agreement is currently inactive
and  we  expect  no  further  revenue  or  expense  in  the  future.

NET  INCOME  (LOSS).  The  net  loss totaled approximately $486,527 for the year
ended  June  30,  2004 as compared to net income of approximately $1,437,477 for
the  six  month  transition  period ended June 30, 2003.  The net income for the
2003  transition  period  is due to the extinguishment of certain debt resulting
from  the  P.com  Return  in  the  amount  of  $1,549,904.

                                      -9-
<PAGE>

LIQUIDITY  AND  CAPITAL  RESOURCES

Our principal capital requirements during the next 12 months will be to fund the
operations  of  our future business plan.  We have had negative cash flows since
inception,  resulting  primarily  from  our  wholly  owned subsidiary, TTA.  Our
working  capital  has  been  provided  primarily  by  the  proceeds from private
placements  and  loans  from  affiliates.

Cash  and  cash  equivalents  at  June 30, 2004 was $2,759.  Our working capital
(deficit)  totaled  ($635,026) at June 30, 2004. Accounts receivable at June 30,
2004  was $0. Prepaid expense at June 30, 2004 was $70,300. Accounts payable and
accrued expense at June 30, 2004 was $518,800. Deferred revenue at June 30, 2004
was  $0.

Cash  flows  from  financing  activities  for  the year ended June 30, 2004 were
$316,360,  which  was  $151,360  in proceeds from the stock sale and $165,000 in
loans  from  Omniscent. Omniscent Corp. loaned our company $165,000, which is an
interest free loan due on demand. The Company also sold Omniscent Corp., 305,610
shares  of  the common stock of the Company for $50,000 at $.16 per share, which
was  approximately  115%  of  the  closing  trading  price  of  the  Company's
unrestricted  common  stock  on  September  1,  2003.

We  have  incurred  net  losses  since  inception, and our ability to ultimately
obtain  profitable operations is dependent upon future events, including without
limitation,  obtaining  financing  adequate  to  support  our cost structure and
future  business  plans.  There can be no assurance that a new business strategy
will be evaluated and completed in a timely manner, that it will be successfully
implemented, or that our future cash flows will be sufficient to meet all of our
obligations  and commitments. The failure to generate such sufficient cash flows
could  significantly  adversely affect the market value of our common stock, the
operation  of  our  business,  the  results  of  operations  and  our  financial
condition.

The  Company  is seeking to raise $6.5 million to further its business strategy.
The  Company  has a commitment from Lucien Lallouz, its Chief Executive Officer,
to purchase up to $200,000 of our common stock at $.05 per share. As of the date
of  this report, Mr. Lallouz has invested $60,000, for which no shares have been
issued  to  date.  Other  than  Mr.  Lucien's  subscription,  the Company has no
commitments  from  officers,  directors  or  affiliates  to provide funding. The
failure  of  the Company to obtain adequate additional financing may require the
Company  to  delay,  curtail or scale back some or all of its operations, sales,
and  marketing  efforts.  Any  additional  financing may involve dilution to the
Company's  then-existing shareholders. The Company may also seek to enter into a
merger  or  acquisition.


RECENT ACCOUNTING PRONOUNCEMENTS

In  January  2003, the FASB issued FASB Interpretation No. 46, "Consolidation of
Variable  Interest Entities, an Interpretation of ARB No. 51" ("FIN 46"). FIN 46
requires  certain  variable  interest entities to be consolidated by the primary
beneficiary  of the entity if the equity investors in the entity do not have the
characteristics  of  a  controlling financial interest or do not have sufficient
equity  at  risk  for  the  entity  to finance its activities without additional
subordinated  financial  support  from  other  parties.  FIN  46  is  effective
immediately  for  all  new  variable interest entities created or acquired after
January  31,  2003.  For variable interest entities created or acquired prior to
February 1, 2003, the provisions of FIN 46 must be applied for the first interim
or  annual period beginning after June 15, 2003. The Company does not expect the
application  of  FASB  Interpretation  No.  46  to have a material effect on its
condensed  financial  statements

On  April 30, 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities" ("SFAS 149"). SFAS 149 amends and
clarifies  accounting  for  derivative instruments, including certain derivative
instruments  embedded  in other contracts, and for hedging activities under SFAS
133.  The  new  guidance  amends SFAS 133 for decisions made: (a) as part of the
Derivatives Implementation Group process that effectively required amendments to
SFAS  133,  (b)  in  connection with other Board projects dealing with financial
instruments,  and  (c) regarding implementation issues raised in relation to the
application  of  the  definition  of  a  derivative,  particularly regarding the
meaning  of  "underlying"  and the characteristics of a derivative that contains
financing  components.  The  amendments  set forth in SFAS 149 improve financial
reporting  by  requiring  that  contracts  with  comparable  characteristics  be
accounted  for  similarly. SFAS 149 is generally effective for contracts entered
into  or  modified  after  June 30, 2003 (with a few exceptions) and for hedging
relationships  designated  after  June 30, 2003. The Company does not expect the
application  of  SFAS  149  to have a material effect on its condensed financial
statements.

RISK FACTORS

Risks Relating to Our Business

We have a present need for capital in addition to a $200,000 commitment from our
chief  executive  officer.

It  is imperative that we raise at least $5 million of financing during the next
twelve  (12)  months  in  order  to  enter  into  a  license agreement, to fully
implement  our  business plan and to continue with our current operations, which
is in addition to a $200,000 commitment from Lucien Lallouz, our chief executive
officer.  Mr.  Lallouz  agreed to purchase $200,000 of our common stock at $0.05
per  share. As of the filing of this report, Mr. Lallouz has purchased 1,200,000
shares  in  exchange for $60,000 (or $0.05 per share) which shares have not been
issued. The Company does not have any other commitments or identified sources of
additional  capital  from  third parties or from the Company's other officers or
directors.  There is no assurance that additional financing will be available on
favorable terms, if at all. If additional financing is available, it may involve
issuing  securities  senior to our common stock or equity financings which cause
dilution  to  our  existing  stockholders.  If  the  Company  is unable to raise
additional  financing,  it  would  have  a  materially  adverse  effect upon the
Company's  ability  to fully implement its business plan or to continue with its
current  operations.

Our auditors have expressed an opinion that there is substantial doubt about our
ability  to  continue  as  a  going  concern.

In  its report dated October 8, 2004, De Meo, Young McGrath expressed an opinion
that there is substantial doubt about our ability to continue as a going concern
primarily  because  of  our  dependence on outside financing, lack of sufficient
working  capital,  recurring losses from operations and discontinued operations.
We have incurred net losses since inception in the amount of approximately $11.8
million  and,  as  of  June  30,  2004,  had  a deficiency in working capital of
approximately $635,000. The accompanying financial statements have been prepared
assuming  that  the  Company  will continue as a going concern. The consolidated
financial  statements  do not include any adjustments that might result from our
inability to continue as a going concern. Our continuation as a going concern is
dependent  upon future events, including obtaining at least $5 million financing
(discussed above) to support the Company's cost structure and business plans. If
we  are  unable  to  continue  as  a  going  concern,  you will lose your entire
investment.

We heavily depend on Lucien Lallouz and Timothy Hart.

The  success  of  the  Company  heavily  depends  upon  the personal efforts and
abilities  of  Lucien  Lallouz,  a  director  of  the  Company and the Company's
President  and  Chief  Executive Officer, as well as Timothy Hart, the Company's
Chief Financial Officer. The Company has entered into employment agreements with
Mr.  Lallouz  and  Mr.  Hart. Mr. Lallouz and Mr. Hart may voluntarily terminate
their  services  at  any time. The loss of Mr. Lallouz and Mr. Hart or other key
employees  could  have  a  material  adverse  effect on our business, results of
operations  or  financial condition. In addition, the absence of Mr. Lallouz and
Mr.  Hart  would  force us to seek a replacement who may have less experience or
who  may  not  understand  our business as well, or we may not be able to find a
suitable  replacement.

Our  ability  to  operate  successfully  and  to  expand our business operations
depends  on  our  ability  to  attract  and  retain  highly qualified personnel,
particularly  in  the  area  of sales and marketing, IT, management and finance.

The Company has three (3) employees, two of which are Lucien Lallouz and Timothy
Hart  (discussed  above).  The  Company's ability to operate successfully and to
expand  its  business operations depends upon its ability to attract, retain and
motivate  other  qualified  personnel,  particularly  in  the  area of sales and
marketing,  IT,  management  and finance. The Company faces competition for such
personnel.  The Company has implemented a stock option plan to attract, maintain
and  motivate  employees.  The Company cannot be certain that it will be able to
attract,  retain  and  motivate such personnel. The Company's inability to hire,
retain and motivate additional qualified personnel would have a material adverse
effect on the Company's business, results of operations and financial condition.

Risks Relating to Our Common Stock

The market price of our common stock historically has been volatile.

The  market  price of our common stock historically has fluctuated significantly
based  on,  but  not  limited  to, such factors as: general stock market trends,
announcements  of  developments  related  to our business, actual or anticipated
variations  in  our  operating results, our ability or inability to generate new
revenues,  conditions  and trends in our industry and in the industries in which
our  customers  are  engaged.

Our  common stock is traded on the Pink Sheets. In recent years the stock market
in  general has experienced extreme price fluctuations that have oftentimes have
been  unrelated  to  the  operating  performance  of  the  affected  companies.
Similarly,  the  market  price  of  our common stock may fluctuate significantly
based  upon  factors unrelated or disproportionate to our operating performance.
These  market  fluctuations,  as  well as general economic, political and market
conditions,  such  as  recessions,  interest  rates  or  international  currency
fluctuations  may  adversely  affect  the  market  price  of  our  common stock.

Our  common  stock  is  subject to the "Penny Stock" rules of the Securities and
Exchange  Commission  which limits the trading market in our common stock, makes
transactions  in  our  common  stock  cumbersome  and may reduce the value of an
investment  in  our  common  stock.

Our  common  stock  is  considered  a  "penny  stock"  as defined in Rule 3a51-1
promulgated  by  the Securities and Exchange Commission (the "Commission" or the
"SEC")  under  the  Exchange  Act. In general, a security which is not quoted on
NASDAQ or has a market price of less than $5 per share where the issuer does not
have  in  excess  of $2,000,000 in net tangible assets (none of which conditions
the  Company  meets)  is  considered  a penny stock. The Commission's Rule 15g-9
regarding  penny  stocks  impose  additional  sales  practice  requirements  on
broker-dealers  who  sell  such  securities  to  persons  other than established
customers  and  accredited investors (generally persons with net worth in excess
of  $1,000,000  or  an annual income exceeding $200,000 or $300,000 jointly with
their  spouse).  For  transactions  covered by the rules, the broker-dealer must
make  a  special  suitability  determination  for  the purchaser and receive the
purchaser's  written  agreement  to the transaction prior to the sale. Thus, the
rules  affect the ability of broker-dealers to sell our common stock should they
wish  to  do so because of the adverse effect that the rules have upon liquidity
of  penny  stocks.  Unless  the transaction is exempt under the rules, under the
Securities  Enforcement  Remedies  and  Penny  Stock  Reform  Act  of  1990,
broker-dealers  effecting  customer transactions in penny stocks are required to
provide  their customers with (i) a risk disclosure document; (ii) disclosure of
current  bid  and ask quotations if any; (iii) disclosure of the compensation of
the  broker-dealer  and its sales personnel in the transaction; and (iv) monthly
account  statements  showing  the  market  value of each penny stock held in the
customer's  account.  As  a result of the penny stock rules the market liquidity
for  our  common  stock  may  be  adversely  affected by limiting the ability of
broker-dealers  to sell our common stock and the ability of purchasers to resell
our  common  stock.

In  addition,  various state securities laws impose restrictions on transferring
"penny  stocks"  and  as  a result, investors in our common stock may have their
ability  to  sell  their  shares  of  the  common  stock  impaired.

The Company has not paid any cash dividends.

The  Company has not paid cash dividends on its common stock during the last two
(2)  fiscal years and it is not anticipated that any cash dividends will be paid
to  holders  of  the Company"s common stock in the foreseeable future. While the
Company's  dividend  policy  will  be based on the operating results and capital
needs  of  the business, it is anticipated that any earnings will be retained to
finance  the  future  expansion  of  the  Company.


                                      -10-
<PAGE>

ITEM  7.  FINANCIAL  STATEMENTS

TAYLOR  MADISON  CORP.  AND  SUBSIDIARIES
INDEX  TO  CONSOLIDATED  FINANCIAL  STATEMENTS.

                                                                            PAGE

Independent  Auditors'  Report                                                12

Consolidated  Balance  Sheets  as  of  June  30, 2004                         13

Consolidated  Statements  of  Operations  for  the  Year  ended
June  30,  2004 and the Six months ended June 30, 2003                        14

Consolidated  Statements  of  Changes  in  Shareholders' (Deficiency)
Equity for the Years ended June 30, 2004 and the Six months ended
June 30, 2003                                                                 15

Consolidated  Statements  of  Cash  Flows  for  the  Years
ended  June 30, 2004 and  the  Six  months  ended  June  30,  2003            16

                                      -11-
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT



To  the  Board  of  Directors  of
Taylor  Madison  Corp.

We  have  audited  the accompanying consolidated balance sheet of Taylor Madison
Corp.  and  subsidiaries  (the  "Company")  as of June 30, 2004, and the related
consolidated  statements  of  operations,  changes in shareholders' (deficiency)
equity  and cash flows for the year ended June 30, 2004 and the six months ended
June  30,  2003.  These consolidated financial statements are the responsibility
of  the  Company's  management.  Our  responsibility is to express an opinion on
these  financial  statements  based  on  our  audit.

We  conducted our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  financial  statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audit  provides  a  reasonable  basis  for  our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of the Company as of June 30, 2004
and 2003 and the results of their  operations and their cash flows for the years
then  ended,  in  conformity  with  US generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as  a  going  concern.  As discussed in Note [2] to the
consolidated  financial  statements,  the  Company's  dependence  on  outside
financing,  lack of sufficient working capital, recurring losses from operations
and  the  discontinued  operations  raise  substantial doubt about the Company's
ability  to  continue as a going concern.  Management's plans in regard to these
matters  are also described in Note [2]. The financial statements do not include
any  adjustments  that  might  result  from  the outcome of these uncertainties.



/s/ De  Meo,  Young  McGrath

Fort  Lauderdale,  Florida
October  8,  2004

                                      -12-
<PAGE>

<TABLE>
<CAPTION>

                         Taylor Madison Corp. and Subsidiaries
                              Consolidated Balance Sheets


                                                                       June 30,
                                                                         2004
                                                                ----------------------
<S>                                                                        <C>
                                     ASSETS
Current assets:
Cash and cash equivalents                                       $               2,759
Shareholder receivable                                                          4,835
Prepaid expenses and other current assets                                      70,300
                                                                ----------------------

Total current assets                                                           77,894
                                                                ----------------------

Total assets                                                                  77,894
                                                                ======================


                LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)

Current liabilities:
Accounts payable                                                $             132,850
Accrued payroll and other expenses                                            385,950
Income tax payable                                                             29,120
Loan payable - related party                                                  165,000
                                                                ----------------------

Total current liabilities                                                     712,920
                                                                ----------------------

Commitments and Contingencies

Shareholders' equity (deficiency):
Preferred shares, $0.001 par value, 10 million shares
authorized, no shares issued and outstanding                                        -
Common shares, $0.001 par value, 50 million shares authorized
8,860,889 shares issued and oustanding respectively                             8,861
Additional paid-in capital                                                 11,138,734
Accumulated deficit                                                       (11,782,621)
                                                                ----------------------
Total shareholders' equity (deficiency)                                      (635,026)
                                                                ----------------------

Total liabilities and shareholders' equity (deficiency)                       77,894
                                                                ======================

</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                      -13-
<PAGE>

<TABLE>
<CAPTION>

                                   Taylor Madison Corp. and Subsidiaries
                                    Consolidated Statement of Operations


                                                                      For the year ended  For the six months ended
                                                                            June 30,            June 30,
                                                                             2004                 2003
                                                                       -----------------  -----------------
<S>                                                                            <C>                <C>
Net royalty revenues                                                   $         25,867   $        100,000
Licensing fees                                                                  150,000                  -
Sales of products                                                               101,231                  -
                                                                       -----------------  -----------------

Total revenues                                                                  277,098            100,000

Cost of sales                                                                    72,493                  -
                                                                       -----------------  -----------------

Gross margin                                                                    204,605            100,000
                                                                       -----------------  -----------------


Operating expenses:
  General and administrative expenses                                           664,463            184,491
  Royalties                                                                      30,000             30,000
                                                                       -----------------  -----------------

Total operating expenses                                                        694,463            214,491
                                                                       -----------------  -----------------

Net loss from operations                                                       (489,858)          (114,491)

Other income/(expense):
  Other income/(expense)                                                          3,331              2,064
                                                                       -----------------  -----------------

Net loss from continuing operations                                            (486,527)          (112,427)

Discontinued Operations:
  Gain (Loss) from discontinued operations                                            -          1,549,904
                                                                       -----------------  -----------------

Net gain (loss)                                                        $       (486,527)  $      1,437,477
                                                                       =================  =================

Basic and diluted loss per common share from continuing operations                (0.06)             (0.02)

Basic and diluted loss per common share from discontinued operations                  -               0.21
                                                                       -----------------  -----------------

Basic and diluted loss per common share                                $          (0.06)  $           0.19
                                                                       =================  =================

Weighted average number of common
shares outstanding                                                            8,266,047          7,438,889
                                                                       =================  =================
</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                      -14-
<PAGE>

<TABLE>
<CAPTION>

                          Taylor Madison Corp. and Subsidiaries
                     Consolidated Statement of Stockholders' Equity


                               Common shares    Additional
                            ------------------    Paid-in    Accumulated
                             Shares    Amount     Capital       Deficit        Total
                            ---------  -------  -----------  -------------  ------------
<S>                         <C>        <C>      <C>          <C>            <C>
Balance at January 1, 2003  7,438,889  $ 7,439  $10,988,796  $(12,733,571)  $(1,737,336)

Net income                          -        -            -     1,437,477     1,437,477
                            ---------  -------  -----------  -------------  ------------

Balance June 30, 2003       7,438,889    7,439   10,988,796   (11,296,094)     (299,859)

Stock issued for services     250,000      250       49,750             -        50,000

Common stock issued         1,172,000    1,172      100,188             -       101,360

Net loss                            -        -            -      (486,527)     (486,527)
                            ---------  -------  -----------  -------------  ------------

Balance June 30, 2004       8,860,889  $ 8,861  $11,138,734  $(11,782,621)  $  (635,026)
                            =========  =======  ===========  =============  ============
</TABLE>




              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                      -15-
<PAGE>

<TABLE>
<CAPTION>

                                        Taylor Madison Corp. and Subsidiaries
                                        Consolidated Statements of Cash Flows



                                                         For the year ended    For the six months ended
                                                               June 30,                June 30,
                                                                 2004                   2003
                                                            --------------       ----------------
<S>                                                                           <C>
Cash flows from operating activities:
  Net loss                                                 $     (486,527)       $     1,437,477
  Adjustments to reconcile net loss to net cash
  used in operating activities:
Loss on exchange of assets and liabilities                              -                920,393
Gain on extinguishment of debt                                          -             (2,506,110)
  Change in operating assets and liabilities:
    Accounts receivable                                           150,000               (100,546)
    Shareholder receivables                                        15,288                 35,298
    Inventory                                                           -                121,236
    Prepaid expenses and other current assets                     (63,000)                55,202
    Other assets                                                        -                  6,854
    Accounts payable                                             (144,568)              (430,734)
    Accrued expenses                                              285,732               (130,021)
    Income tax payable                                             29,120                      -
    Deferred revenue                                             (100,000)                90,897
                                                            --------------       ----------------
      Net cash (used in) provided by operating activities        (313,955)              (500,054)
                                                            --------------       ----------------

Cash flows from financing activities:
  Proceeds from issuance of stock                                 151,360                      -
  Loans                                                           165,000                      -
                                                            --------------       ----------------
      Net cash provided by financing activities                   316,360                      -
                                                            --------------       ----------------

Net increase in cash and cash equivalents                           2,405               (500,054)

Cash and cash equivalents at beginning of period                      354                500,408
                                                            --------------       ----------------
Cash and cash equivalents at end of period                           2,759                   354
                                                            ===============      ================

During the six months ended June 30, 2003 a loan payable and acounts payable
  totaling $2,506,110 were extinquished in a non cash transaction.

</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                      -16-
<PAGE>

TAYLOR  MADISON  CORP.  AND  SUBSIDIARIES
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

NOTE  1.  NATURE  OF  OPERATIONS  AND  DISCONTINUED  OPERATIONS:

Currently  the  Company  is  implementing its plan and changing its focus to the
development  and  wholesale  distribution  of  fragrances, skincare products and
other  products  both proprietary and under license.  This new focus capitalizes
on  current  management's  expertise.  The  Company acquired licensing rights to
certain  brands  that  enabled  the  Company  to  enter  into  sub-licensing and
distribution  agreements  that  have  generated  income  for  the  Company.

At  the  Company's  annual  shareholders meeting it was resolved and approved to
change  the  Company's  name  from  Nimbus  Group,  Inc. to Taylor Madison Corp.

Prior  to  September  26, 2001, Take to Auction.com, Inc. ("TTA") sold fragrance
products  online through multiple distribution channels,. On September 26, 2001,
TTA,  Taylor  Madison  Corp. (formerly Nimbus Group Inc.), a Florida corporation
and  wholly-owned subsidiary of TTA ("Taylor Madison"), and TTA Solutions, Inc.,
a  Florida  corporation  and  wholly-owned  subsidiary  of  Taylor Madison ("TTA
Solutions"),  entered  into  an  Agreement  and  Plan  of  Merger  (the  "Merger
Agreement").  Additionally,  another  wholly-owned subsidiary of Taylor Madison,
Nimbus Jets, Inc., ("Nimbus Jets") was formed. As a result of the Merger, Taylor
Madison  (the  "Company")  became  the  parent  Company  of the two wholly-owned
subsidiaries,  TTA  and Nimbus Jets .  All revenues generated in fiscal 2002 and
prior  related  solely  to TTA. Nimbus Jets and TTA were dormant during the year
ended  June  30, 2004.  All revenues were generated by the parent company Taylor
Madison.

During  January  2002,  the Company's Board adopted a formal plan of disposal of
TTA,  in  connection  with  an  overall  strategic program designed to focus the
Company's  resources  on  Nimbus Jets and the development of a national air taxi
service.

On  February  19,  2003, Watch Junction, Inc. ("Watch") purchased the technology
and certain assets of Take to Auction (the "Technology Sale"). Watch Junction is
owned  100%  by the former President of TTA Mr. Albert Friedman. On February 19,
2003  Mr.  Friedman  made  a  cash payment in the amount of $50,000 and returned
305,610 shares of our common stock back to us for the purchase of the technology
and  assets.

TTA  operated  the Perfumania.com retail storefront prior to January 2003, which
offered  over 2,000 fragrance and fragrance-related products, including bath and
aromatherapy  products.  As  of  December  31,  2002,  we  owed  Perfumania.com
approximately $2.1 million relating primarily to inventory purchased pursuant to
a license agreement (the "License Agreement").  On January 28, 2003, we received
a  letter  from  E  Com  Ventures,  Inc. ("ECMV"), the parent of Perfumania.com,
indicating  we were in default of our Website Operations Services Agreement (the
"Agreement")  for  non-payment  of  amounts due of approximately $1.9 million to
Perfumania.com  in  connection  with  the  Agreement.  To  settle  the breach of
contract  claim,  we agreed to terminate the Agreement in exchange for a release
of  the  outstanding  obligations owed to Perfumania.com.  On February 28, 2003,
the  Company  completed  the  process  of  returning  the  operations  of
Perfumania.com.

The Company is implementing its plan for the development of fragrances, skincare
products  and  other  products,  both proprietary and under license.  This focus
capitalizes  on  current  management's expertise. The Company acquired licensing
rights  to  certain  brands that enabled the Company to enter into sub-licensing
and  distribution  agreements  that  has  generated  income  for  the  Company.

Cara  Mia  was  the  first  brand the Company acquired the licensing rights from
Omniscient  Corp.  that  began  distribution  through a licensing agreement with
Victory  International (USA) LLC. Cara Mia Skincare initially launched in Puerto
Rico  with four products created specifically as skincare solutions. The Company
earned  $150,000  during  the  year  ended June 30, 2004 in connection with this
agreement.  Victory  no longer distributes this brand and the agreement has been
terminated.

The  Company  has  recently  secured  a  licensing  agreement  from Major League
Baseball  Properties  to manufacture personal care products under the MLB brand.
The  license period runs through December 31, 2006 and calls for payments to MLB
of  $135,000  over  the  life of the license. A $10,000 payment was made in July
2004. The Company has been unable to raise funds to develop these agreements. No
revenues  have  been  earned  nor have we begun to fulfill our obligations under
this  agreement.  We  are  currently negotiating the viability of assigning this
agreement  to  release  the  Company  from the obligations under this agreement.

                                      -17-
<PAGE>

The  Company  has  recently  secured  a  licensing  agreement from Gund, Inc. to
manufacture personal care products under the Gund brand. The license period runs
through  April  30, 2009 and calls for payments of $295,000 over the life of the
contract. The initial $25,000 payment was made when the agreement was signed and
is  included  in  other  current  assets. The next payment of $25,000 was due in
August  2005.  The  Company  has  been  unable  to  raise funds to develop these
agreements.  No  revenues  have  been  earned  nor  have we begun to fulfill our
obligations  under this agreement. We are currently negotiating the viability of
assigning  this agreement to release the Company from the obligations under this
agreement.

The  Company  has  engaged in one drop ship transaction. Revenue of $101,231 and
related  costs  of  $72,493 were incurred in connection with the transaction. No
further  revenues  are  expected  to  be  earned  in  transactions of this type.

The  Company  only  distributes  its  product  lines  via  licensed  wholesale
distributors  that  service specialty retail stores across the United States and
to worldwide importers and exclusive distributors. The Company does not directly
manufacture  any  product  or  take  positions  in  inventory.


NOTE  2.  SIGNIFICANT  ACCOUNTING  POLICIES:

Significant  accounting  policies  and  practices  used  by  the  Company in the
preparation  of  the  accompanying  consolidated  financial  statements  are  as
follows:

BASIS  OF  PRESENTATION

The accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of  liabilities  in  the  normal  course  of business.  However, the Company has
incurred net losses since inception in the amount of approximately $11.8 million
and  has  a  deficiency in working capital of approximately $635,000 at June 30,
2004.  These  factors,  among others, indicate that the Company may be unable to
continue  as  a  going  concern.  The  consolidated  financial statements do not
include  any adjustments that might result from the outcome of this uncertainty.
The  Company's  continuation as a going concern is dependent upon future events,
including  obtaining  financing adequate to support the Company's cost structure
and  business  plans.

MANAGEMENT  ESTIMATES

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  and  disclosure of
contingent  assets  and  liabilities at the date of the financial statements and
the  reported  amounts  of  revenues  and  expenses during the reporting period.
Actual  results  could  differ  from  those  estimates.

CASH  AND  CASH  EQUIVALENTS

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

BASIC  AND  DILUTED  NET  INCOME  (LOSS)  PER  SHARE

Basic  and  diluted  net income (loss) per share is computed by dividing the net
income  (loss)  available  to common shareholders for the period by the weighted
average  number  of  Common  Shares  outstanding  for  the  period.

PRINCIPLES  OF  CONSOLIDATION

The  consolidated  financial  statements include the accounts of the Company and
its  wholly  owned  subsidiaries, Take to Auction.com, Inc. and Nimbus Jets Inc.
All  significant  intercompany balances and transactions have been eliminated in
consolidation.

                                      -18-
<PAGE>

REVENUE  RECOGNITION

Revenues  are  recognized ratably over the term of the agreement as earned. When
physical  inventory is sold via drop ship, revenue is recorded upon delivery and
acceptance  of  the  goods to the customer. The Company is no longer engaging in
drop  ship  sales.

SALES  AND  MARKETING  EXPENSES

Marketing  and  sales  expenses,  which  consist  primarily  of  advertising and
promotional  costs,  are  charged  to  operations  as  incurred.

INCOME  TAXES

The  Company  utilizes the asset and liability method of accounting for deferred
income  taxes.  Under  this  method,  deferred  tax  assets  and liabilities are
determined based on the difference between the financial statement and tax bases
of  assets  and  liabilities using tax rates in effect for the year in which the
differences  are  expected to reverse. A valuation allowance is established when
it  is more likely than not that some or all of the deferred tax assets will not
be  realized.  At  June  30,  2004  a  100%  valuation  allowance  was  made.

SIMPLE  IRA  PLAN

The  Company  sponsored  the  Nimbus Group, Inc. SIMPLE IRA Plan (the "Plan"), a
defined  contribution plan provided pursuant to the requirements of the Internal
Revenue  Code of 1986, as amended. All employees were eligible to participate in
the  Plan  as  of  the  first  day  of  any  month.  Participants  made  pre-tax
contributions  to the Plan subject to a statutorily prescribed annual limit. The
Company  was  required  to  make  matching  contributions, not to exceed 3% of a
participant's  annual  compensation,  to  the  Plan.  Each participant was fully
vested  in  their  account,  including  the  participant's  contributions,  the
Company's  matching  contribution  and  the  investment  earnings  thereon.
Contributions  by the participants or by the Company to the Plan, and the income
earned  on  such  contributions,  are  generally not taxable to the participants
until  withdrawn.  Contributions  by the Company are generally deductible by the
Company when made. The participant's and the Company's contributions are held in
an  IRA. The Company had accrued a matching contribution to the Plan at December
31,  2002  of  approximately $28,000. At June 30, 2004 the Company owed the Plan
$28,000.

STOCK  OPTIONS

In  December  2002,  the  FASB  issued  SFAS No. 148, Accounting for Stock-Based
Compensation - Transition and Disclosure an amendment of FASB Statement No. 123.
This  Statement amends SFAS No. 123, Accounting for Stock-Based Compensation, to
provide alternative methods of transition for an entity that voluntarily changes
to  the  fair  value  based  method  of  accounting  for  stock-based  employee
compensation.  It  also  amends  the  disclosure provisions of that Statement to
require  prominent  disclosure  about  the  effects on reported net income of an
entity's  accounting  policy  decisions  with  respect  to  stock-based employee
compensation.  Finally,  this  Statement  amends  APB  Opinion  No.  28, Interim
Financial  Reporting,  to  require  disclosure  about  those  effects in interim
financial  information.  We  intend  to  continue  to  account  for  stock-based
compensation based on the provisions of APB Opinion No. 25. SFAS 148's amendment
of the transition and annual disclosure provisions of SFAS 123 are effective for
fiscal years ending after December 15, 2002, and the disclosure requirements for
interim  financial  statements are effective for interim periods beginning after
December  15,  2002.  We  have  adopted  the  disclosure  provisions of SFAS 148
beginning  in  the  quarter  ending  March  31,  2003.

<TABLE>
<CAPTION>

                                                                  2004               2003
                                                              ------------      -------------
<S>                                                              <C>                 <C>
Net income (loss), as reported                                $  (486,527)       $  1,437,477
Stock-based employee compensation expense determined
  under fair-value based method, net of related tax effects       (44,000)           (71, 732)
                                                              ------------      -------------

Pro forma net income (loss)                                      (530,527)       $  1,365,745
                                                              =============     =============

Earnings per share:
-------------------
  Basic - as reported                                         $     (0.06)       $      0.19
  Basic - pro forma                                           $     (0.06)       $      0.18

  Diluted - as reported                                       $     (0.06)       $      0.18
  Diluted - pro forma                                         $     (0.06)       $      0.19
</TABLE>

                                      -19-
<PAGE>

RECENT  ACCOUNTING  PRONOUNCEMENTS

In  January  2003, the FASB issued FASB Interpretation No. 46, "Consolidation of
Variable  Interest Entities, an Interpretation of ARB No. 51" ("FIN 46"). FIN 46
requires  certain  variable  interest entities to be consolidated by the primary
beneficiary  of the entity if the equity investors in the entity do not have the
characteristics  of  a  controlling financial interest or do not have sufficient
equity  at  risk  for  the  entity  to finance its activities without additional
subordinated  financial  support  from  other  parties.  FIN  46  is  effective
immediately  for  all  new  variable interest entities created or acquired after
January  31,  2003.  For variable interest entities created or acquired prior to
February 1, 2003, the provisions of FIN 46 must be applied for the first interim
or  annual period beginning after June 15, 2003. The Company does not expect the
application  of  FASB  Interpretation  No.  46  to have a material effect on its
condensed  financial  statements

On  April 30, 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities" ("SFAS 149"). SFAS 149 amends and
clarifies  accounting  for  derivative instruments, including certain derivative
instruments  embedded  in other contracts, and for hedging activities under SFAS
133.  The  new  guidance  amends SFAS 133 for decisions made: (a) as part of the
Derivatives Implementation Group process that effectively required amendments to
SFAS  133,  (b)  in  connection with other Board projects dealing with financial
instruments,  and  (c) regarding implementation issues raised in relation to the
application  of  the  definition  of  a  derivative,  particularly regarding the
meaning  of  "underlying"  and the characteristics of a derivative that contains
financing  components.  The  amendments  set forth in SFAS 149 improve financial
reporting  by  requiring  that  contracts  with  comparable  characteristics  be
accounted  for  similarly. SFAS 149 is generally effective for contracts entered
into  or  modified  after  June 30, 2003 (with a few exceptions) and for hedging
relationships  designated  after  June 30, 2003. The Company does not expect the
application  of  SFAS  149  to have a material effect on its condensed financial
statements

In  May  2003,  the  FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments  with  Characteristics of both Liabilities and Equity" ("SFAS 150").
SFAS 150 establishes standards for how an issuer classifies and measures certain
financial  instruments  with  characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in certain circumstances). Many of these instruments
were  previously  classified  as equity. Although some of the provisions of this
statement  are  consistent  with  the  current definition of liabilities in FASB
Concepts  Statement No. 6, "Elements of Financial Statements", the remainder are
consistent  with FASB's intention to revise that definition to encompass certain
obligations  that  a  reporting  entity  can  or  must settle by issuing its own
shares.  This  statement  is effective for financial instruments entered into or
modified  after  May 31, 2003 and otherwise is effective at the beginning of the
first  interim period beginning after June 15, 2003. The Company does not expect
the application of SFAS 150 to have a material effect on its condensed financial
statements.

                                      -20-
<PAGE>

NOTE  3.  INCOME  TAXES:

The  primary  components  of  temporary  differences,  which  give  rise  to the
Company's net deferred tax assets at June 30, 2004 and 2003 respectively, are as
follows:

<TABLE>
<CAPTION>

                                      June 30,
                                       2004
                                   ------------
<S>                                <C>
Deferred tax assets:
Net operating loss carry forwards  $ 4,420,720
Valuation allowance                 (4,420,720)
                                   ------------

                                   $         -
                                   ============

</TABLE>

The Company provides a valuation allowance against deferred tax assets if, based
on the weight of available evidence, it is more likely than not that some or all
of  the  deferred  tax  assets  will  not  be  realized.

<TABLE>
<CAPTION>

                                                   2004        2003
                                                ----------  ----------
<S>                                             <C>         <C>
Benefit (provision) at Federal statutory rates  $ 146,000   $(488,742)
State income taxes, net of Federal benefit         24,000     (52,180)
                                                ----------  ----------
                                                  170,000    (540,922)
Valuation allowance                              (170,000)     40,922
                                                ----------  ----------

                                                $       -   $       -
                                                ==========  ==========
</TABLE>


The  Company  has  federal  and  state  net  operating  loss  carry  forwards of
approximately $11.8 million at June 30, 2004, both of which will begin to expire
in  the  year  2019.

NOTE  4.  RELATED  PARTY  TRANSACTIONS:

Omniscent  Corp. loaned the Company $165,000, which is an interest free loan due
on  demand.  The Company also sold Omniscent Corp., 305,610 shares of the common
stock  of  the corporation for $50,000 at $.016 per share which is approximately
115%  of the closing trading price of the Company's common stock on September 1,
2003.

As  of  December  31,  2002,  we  owed Perfumania.com approximately $2.1 million
relating  primarily  to  inventory  purchased  from  the  License Agreement.  On
January 28, 2003, we received a letter from ECMV stating that we were in default
of  the  License  Agreement  for  non-payment of amounts due and based on recent
public  filings  that  showed  that  we continue to report losses, have negative
working  capital  and  equity, ECMV was terminating the License Agreement.   The
Company  is in the process of returning the operations of Perfumania.com back to
ECMV.  As  part  of  the  transition  of  the P.com return, ECMV assumed certain
liabilities  of TTA, relating to the operations of Perfumania.com.  The debt was
extinguished during the six month period ended June 30, 2003 and is reflected in
the  statement  of  operations  through  discontinued  operations.

On  February  19,  2003, Watch Junction, Inc. ("Watch") purchased the technology
and  certain  assets of Take to Auction (the "Technology Sale").  Watch Junction
is owned 100% by the former President of TTA, Mr. Albert Friedman.  Mr. Friedman
made  a cash payment in the amount of $50,000 and returned 305,610 shares of our
common  stock  back  to  us  for  the licensing rights of the technology and the
purchase  of certain assets. The Company believes that this transaction was made
at  fair  market value. The returned stock was sold to Omniscent on September 1,
2003.

On  May  19, 2003, the Company entered into an agreement with Omniscent Corp. to
acquire certain rights to a portfolio of fragrance brands and Skincare line that
include;  The  Cara  Mia  Swiss  Formulated  Skincare  line.  The  Cara Mia line
initially  debuted  with  four  products  created  specifically  to  repair  and
rejuvenate  the  user's  skin.  The  purchase  price  for  the  development  and
licensing rights is for up to 2,500,000 shares of preferred convertible stock or
a  cash  payment  of  $500,000  at  the  Company's  option,  for  the design and
development  rights  and  30%  of  all  revenues  and or sub-licensing fees.  If
issued,  the preferred shares will be convertible into shares of common stock of
our  Company  on a one to one basis at the option of the holder, but in no event
may  the  preferred  shares  be converted into more than 19.9% of our issued and
outstanding  common  stock.  Sharon  Lallouz  is  the  principal  shareholder of
Omniscent  Corp.  and  is  also the spouse of the Company's Chief Executive. Mr.
Lallouz  was  appointed  Chief  Executive  Officer  and  director of the Company
following  the  execution  of  the  agreement. The Company has not closed on its
transaction  with  Omniscent  Corp.  The two companies have agreed not to pursue
this  agreement. No revenues have been earned in connection with this agreement.

Effective  May  21,  2003  the Company also entered into an assignment agreement
with Omniscent, where it acquired the licensing rights of the Phantom Fragrances
brand licensed to Moar International. Under the terms of the licensing agreement
a  royalty  fee  of  5%  on  net  sales  of  the  brand is payable to us by Moar
International.  Under  the  assignment agreement 1.5% from the 5% will revert to
Omniscent leaving the Company with a net of 3.5% of all royalties collected from
this  licensing  assignment.  The  two  companies have agreed not to pursue this
agreement.  No  revenues  have  been  earned  in connection with this agreement.

                                      -21-
<PAGE>

NOTE  5.  LEASE  AGREEMENT

On  December  28,1999,  the  Company  entered  into  a five year operating lease
agreement  for its corporate headquarters.  The monthly rent payments under this
lease  were  approximately  $ 14,500 from the period January 1, 2000 to April 1,
2003. On April 1, 2003 the Company moved to another office building in Aventura,
Florida  and leased facilities at that office building at 2999 N.E. 191st Street
for  the period from April 1, 2003 to December 15, 2003 for initially $3,883 and
then  for $1,702 for suites 805 and PH2, respectively. The Company entered a new
lease  in  the  building  next door on October 7, 2003. The space is approx. 650
SQF.  with  occupancy  effective  on  December  14,  2003,  The  following  is a
schedule  by  year  of  the  minimum  future  lease  commitments:


       Fiscal  Year  Ended         Amount
       -------------------         -------
         June  30, 2005            $15,820
         June  30,  2006            16,479
         June  30,  2007             7,062
         Thereafter                     -
                                   --------
         Total  operating
         lease commitments         $39,361
                                   --------

NOTE  6.  STOCK  OPTION  PLAN:

The  Company amended its 1999 Stock Option Plan and adopted the 2001 Amended and
Restated Stock Option Plan (the "Amended Option Plan"). Officers, key employees,
and  non-employee  consultants  may be granted stock options, stock appreciation
rights, stock awards, performance shares and performance units under the Amended
Option Plan. The Company has reserved 4,442,857 Common Shares for issuance under
the  Amended  Option  Plan,  subject  to  further  anti  dilution  adjustments.

The Company may, based on provision of the Company's Director Compensation Plan,
grant  on an annual basis 5,000 non-qualified stock options to each non-employee
director  nominee  of  the Company. The options allow such directors to purchase
the  common  shares  at  the  market  value at the time the options are granted.
These  options  have  a  term  of  seven  years  and  vest on the date of grant.

The Amended Option Plan is administered by the Board of Directors of the Company
(the "Board"). The Board is authorized to determine, among other things, the key
employees  to  whom, and the time at which, options and other benefits are to be
granted,  the  number  of  shares subject to each option, the applicable vesting
schedule  and  the exercise price. The Board also determines the treatment to be
afforded to a participant in the Amended Option Plan in the event of termination
of  employment  for any reason, including death, disability or retirement. Under
the  Amended  Option  Plan, the maximum term of both incentive stock options and
non-qualified  stock  options  is  seven  years.

The  Board  has  the  power  to amend the Amended Option Plan from time to time.
Shareholder  approval  of an amendment is only required to the extent that it is
necessary to maintain the Amended Option Plan's status as a protected plan under
applicable  securities  laws  or the Amended Option Plan's status as a qualified
plan  under  applicable  tax  laws.  The Amended Option Plan was approved by the
shareholders at the 2001 Annual Meeting of Shareholders during November 2001. In
April  2003,  the Board cancelled all unexercised options granted prior to April
1,  2003.

                                      -22-
<PAGE>

A summary of the status of the Company's Amended Option Plan as of June 30, 2004
is  presented  below.

<TABLE>
<CAPTION>

                                                                                       Weighted
                                                                            Weighted   Average
                                         Grant Expiration  Strike           Average    Ex Price
Name                         Level       Date      Date    Price   Balance  Ex Price   per share
-------------------------  ----------  ---------  -------  ------  -------  ---------  ---------
<S>                          <C>         <C>        <C>      <C>     <C>      <C>        <C>
Jack Smith                 Consultant    5/22/03  5/22/08  $ 0.28  371,000  $ 103,880
Donald Moore               Officer       3/31/04   4/1/08  $0.215  375,000  $  80,625
Timothy Hart               Officer       3/31/04   4/1/08  $0.215  300,000  $  64,500
                                                                   -------  ---------
                                                                 1,046,000    249,005  $ 0.24

Options approved in plan                                         4,442,857

Options available in plan                                        2,654,857
</TABLE>


Statement  of Financial Accounting Standards No. 123, Accounting for Stock Based
Compensation  ("SFAS  No.  123"), encourages, but does not require, companies to
record  compensation  cost  for  stock-based employee compensation plans at fair
value.  The  Company  will measure compensation expense for the stock plan using
the intrinsic value method prescribed by Accounting Principles Board Opinion No.
25,  "Accounting  for  Stock  Issued  to Employees" ("APB No. 25"). Accordingly,
compensation  expense  for  qualified  and  non-qualified employee stock options
granted  under  the  Amended  Option Plan is equal to the difference between the
fair  market  value of the stock at the date of grant and the amount an employee
must  pay  to  acquire  the  stock.

The fair value of each option granted under the Company's Amended Option Plan is
estimated on the date of grant using the Black-Scholes option-pricing model with
the  following  weighted  average  assumptions used for grants in 2004 and 2003:

<TABLE>
<CAPTION>

                                   2004    2003
                                 -------  -------
<S>                                <C>      <C>
Expected volatility       .        N/A      N/A
Risk-free interest rate         .  N/A      N/A
Dividend yield                     N/A      N/A
Expected life . . . . . . . . . .  N/A      N/A
</TABLE>


Had compensation cost for the Company's Stock Plans been determined based on the
fair  value  at the grant dates for awards under the Stock Plans consistent with
the method prescribed by SFAS 123, the Company's net loss and net loss per share
(diluted)  would  have  changed  to  the  proforma  amounts  indicated  below:

<TABLE>
<CAPTION>

                                   2004        2003
                                ----------  ----------
<S>                             <C>         <C>
Net income (loss) as reported   ($486,527)  $1,437,477
Proforma net income (loss)      ($628,527)  $1,348,437
Earning per share as reported      ($0.06)  $     0.18
Earning per share proforma         ($0.07)  $     .018
</TABLE>


The  effects of applying SFAS 123 in this proforma disclosure are not indicative
of  future  amounts.  The  Company  anticipates  that  additional awards will be
granted  in  future  years.

                                      -23-
<PAGE>

NOTE  7.  STOCKHOLDERS  EQUITY:

The  Company's  articles  of  incorporation  authorize  the  issuance  of  up to
50,000,000  shares  of  common  stock,  par  value,  $.001.  The Company is also
authorized to issue up to 10,000,000 shares of preferred stock, par value $.001,
and  its  board of directors has the authority to fix the dividend, liquidation,
conversion, redemption and other rights and preferences of such preferred shares
without  any  vote  or  approval  of  the  Company's  stockholders.

On  July  2,  2003  the  Company issued an aggregate of 250,000 shares of common
stock  to  two  law  firms in consideration for legal services performed for the
Company  and  future  services to be performed for the Company.  The shares were
valued  at $.14 per share, equal to the closing bid price of the common stock of
the  Company  on  the  date  of  grant.  The  shares were issued pursuant to the
exemption from registration provided by Section 4(2) of the Securities Act.  The
shares  contain  the appropriate legend restricting their transferability absent
registration  or  applicable  exemption.  The shareholders had access to current
information  on  the  Company  and  had  the  ability to ask questions about the
Company.

On  April 1, 2003, the Company issued options for 371,000 shares of common stock
to  Michael  Wellikoff  in consideration for services performed for the Company.
The  option price for the shares was $.08 per share.  The shares were trading at
$.07  per  share  at  grant date. Mr. Wellikoff exercised the options during the
three  months  ended  March  31,  2004.  The  shares were issued pursuant to the
exemption  from registration provided by Section 4(2) of the Securities Act. The
shares  contain  the appropriate legend restricting their transferability absent
registration  or  applicable  exemption.  Mr.  Wellikoff  had  access to current
information  on  the  Company  and  had  the  ability to ask questions about the
Company.

On May 22, 2003 the Company issued options for 371,000 shares of common stock to
Lucien Lallouz in consideration for services performed for the Company effective
April  1, 2003, the option price for the shares was $.08 per share.   The shares
were  trading at $.07 per share at grant date. Mr. Lallouz exercised the options
during the three months ended March 31, 2004. The shares were issued pursuant to
the  exemption from registration provided by Section 4(2) of the Securities Act.
The  shares  contain  the  appropriate  legend restricting their transferability
absent  registration  or applicable exemption. Mr. Lallouz had access to current
information  on  the  Company  and  had  the  ability to ask questions about the
Company.

On May 22, 2003 the Company issued options for 371,000 shares of common stock to
Jack  A. Smith in consideration for services performed for the Company effective
April  1,  2003, the option price for the shares was $.28 per share.  The shares
were  trading  at  $.07 per share at grant date. Mr. Smith has not exercised the
options  during  the  three  months ended March 31, 2004. The shares were issued
pursuant  to  the  exemption  from  registration provided by Section 4(2) of the
Securities  Act.  The  shares  contain  the appropriate legend restricting their
transferability  absent  registration  or  applicable  exemption.  Mr. Smith had
access  to  current  information  on  the  Company  and  had  the ability to ask
questions  about  the  Company.

On  December  30,  2003, the Company issued options for 330,000 shares of common
stock  to  Marcos  Lencovski  in  consideration  for  services performed for the
Company.  The  option price for the shares was $.127 per share.  The shares were
trading  at  $.11  per  share at grant date. Mr. Lencovski exercised the options
during the three months ended March 31, 2004. The shares were issued pursuant to
the  exemption from registration provided by Section 4(2) of the Securities Act.
The  shares  contain  the  appropriate  legend restricting their transferability
absent registration or applicable exemption. Mr. Lencovski had access to current
information  on  the  Company  and  had  the  ability to ask questions about the
Company.

On  January  1, 2004 , the Company issued 50,000 shares of common stock to Manny
Mouriz  and  50,000  shares  of  common stock to Zoe Bartels as compensation for
advertising  work performed on behalf of the Company. These services were valued
at  $16,000  (the  prevailing market price of the stock at the time). The shares
were issued pursuant to the exemption from registration provided by Section 4(2)
of  the  Securities  Act.  The shares contain the appropriate legend restricting
their  transferability  absent  registration or applicable exemption. Mr. Mouriz
and  Mr.  Bartels  had  access to current information on the Company and had the
ability  to  ask  questions  about  the  Company.

On  January  22,  2004,  Taylor  Madison  announced  that it had entered into an
Acquisition  Term  Sheet with Fragex, S.A., a privately held French corporation.
In general, the Acquisition Term Sheet provides that the Company shall receive a
51% equity interest in Fragex in consideration of 1,115,000 shares of restricted
common stock of the Company.  However, 51% voting control of Fragex shall remain
with  its  current  shareholders.  The  Acquisition Term Sheet contains standard
conditions to closing, including, but not limited to, satisfactory completion by
the  Company  and  Fragex  of  their  due  diligence,  execution  of  definitive
transaction  documents,  and  any  necessary  regulatory  approvals.  Due to the
delisting  of  the Company's stock on the AMEX, Fragex has decided not to pursue
this  agreement.

                                      -24-
<PAGE>

During  March  2004, the Company entered into a three-year agreement with Donald
Moore, under which Mr. Moore shall act as vice president and general counsel for
the Company. On March 31, 2004, the Company issued options for 375,000 shares of
common  stock to Mr. Moore. The option price for the shares was $.215 per share.
The  shares  were  trading  at  $.23 per share at grant date. These options were
issued  as an inducement for Mr. Moore to join the Board of the Company and have
not  been  exercised.

During  March 2004, the Company entered into a three year agreement with Timothy
Hart, under which Mr. Hart shall act as Chief Financial Officer for the Company.
On March 31, 2004, the Company issued options for 300,000 shares of common stock
to  Mr.  Hart.  The option price for the shares was $.215 per share.  The shares
were  trading  at  $.23 per share at grant date. These options were issued as an
inducement  for Mr. Hart to join the management of the Company and have not been
exercised.


NOTE  8.  AMEX  DELISTING:

April  23,  2004, the Company received a notice from the American Stock Exchange
("Exchange")  confirming  the Exchange's intention to proceed with the filing of
an application with the Securities and Exchange Commission ("SEC") to strike the
common  stock of the Company from listing and registration on the Exchange which
would  require  the  Company  to  list and register its shares on an alternative
trading  exchange.  The notice from the Exchange indicates that the Exchange has
determined  that  the  Company  does  not  meet  the following continued listing
standards  under  the  AMEX Company Guide: Section 120 which requires issuers to
conduct  an  appropriate review of all related transactions on an on-going basis
and shall utilize the issuer's audit committee or a comparable body of the board
of  directors  for  review of potential conflict of interest situations; Section
121, Section 121(2)(a) and Section 121(B)(a)(iii) which require that each listed
issuer  must  have  a sufficient number of independent directors on its board of
directors  to  perform  audit  committee  functions;  Section 921 which requires
prompt  notification  to  the  Exchange of any changes of officers or directors;
Section  1003(a)(i)  in  that  the  Company has reported net losses for the past
three fiscal years; Section 1003(a)(iv) in that the Company has sustained losses
which  are  so  substantial in relation to its overall operations so that in the
opinion  of  the  Exchange,  it appears questionable whether the Company will be
able  to  continue  operations  and/or  meet obligations as they mature; Section
1003(c)(i)  relating  to  the  discontinuation  of  a substantial portion of the
Company's  operations;  Section 1003(d) which requires issuers to submit listing
applications  to  the  Exchange  prior  to  issuing  securities;  and  Section
1003(f)(iii)  which  prohibits issuers from engaging in operations, which in the
opinion  of  the  Exchange,  are  contrary  to  public  interest.

The Company appealed the Exchange determination and requested a hearing before a
committee  of the Exchange. The appeal was lost and the Company was subsequently
delisted.

NOTE  9.  SUBSEQUENT  EVENTS:

On  October 5, 2004, Mr. Miles Raper tendered his resignation as a board member.
effective  the  same  date.  No  replacement  has  been  named  to  date.

On  October  6,  2004, Mr. Don Moore tendered his resignation effective the same
date.  No  replacement  has  been  named  to  date.

                                      -25-
<PAGE>

ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

Effective  October  15,  2003, the Company dismissed Rachlin, Cohen & Hotlz, LLP
("RCH")  as  its  principal  independent  accountant.  RCH  had  served  as  the
Company's  principal  independent  accountant  since August 6, 2003, the date on
which  the  Company  dismissed  Berkovitz,  Lago  & Company, LLP  ("Berkovitz").
Berkovitz  audited  the Company's financial statements for the fiscal year ended
December  31,  2002.  RCH  did  not  audit the Company's financial statements or
issue  a  report.  De  Meo,  Young McGrath ("DYM") replaced RCH as the Company's
principal independent accountant effective October 15, 2003.  Effective November
12,  2003,  the Company changed its fiscal year end from December 31 to June 30.
DYM  audited  the  Company's  financial  statements for the six-month transition
period  ended  June  30,  2003.

There  were  no  disagreements  or  events as described in Item 304(a)(1)(iv) of
Regulation  S-B  in  connection with the change in accountants from Berkovitz to
RCH  or  from  RCH  to  DYM.

ITEM  8A.     CONTROLS  AND  PROCEDURES

(a)  Evaluation  of  disclosure  controls  and  procedures.  The Company's Chief
Executive  Officer  and  Chief  Financial  Officer,  after  evaluating  the
effectiveness  of the Company's "disclosure controls and procedures" (as defined
in  the  Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period
covered by this annual report (the "Evaluation Date"), have concluded that as of
the  Evaluation  Date,  the  Company's  disclosure  controls and procedures were
adequate  and  designed  to  ensure  that  material  information  required to be
disclosed  by  the  Company  in  the  reports that it files or submits under the
Exchange Act is 1) recorded, processed, summarized and reported, within the time
periods  specified  in  the Commission's rules and forms; and 2) accumulated and
communicated  to him as appropriate to allow timely decisions regarding required
disclosure.

(b)  Changes  in  internal  control  over  financial  reporting.  There  were no
significant  changes  in the Company's internal control over financial reporting
during  the  fourth  fiscal quarter that materially affected, or were reasonably
likely  to  materially  affect,  the  Company's  internal control over financial
reporting.

ITEM  8B.     OTHER  INFORMATION

On October 5, 2004, Mr. Miles Raper tendered his resignation as a board member.
effective  the  same  date.  No  replacement  has  been  named  to  date.

On  October 6, 2004, Mr. Don Moore tendered his resignation as a Director and as
VP  of  Business  Development  effective  the  same  date.

The  Company  was  delisted  from  the  American Stock Exchange and is currently
traded  on the Pink Sheets.  The Company is taking steps to be listed on the OTC
Bulletin  Board.

                                    PART III.

ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information regarding our current
executive officers and directors:

NAME                       AGE      POSITION
----                       ---      --------
Lucien Lallouz             60     Chief Executive Officer and
                                  Class III Director
Dr. Michael Wellikoff      62     Former Chairman
Timothy Hart               44     Chief Financial Officer


DR.  MICHAEL  WELLIKOFF  was  appointed  Chairman  March  31, 2003.  He had been
engaged  in  private  dental  practice for 32 years with an emphasis on cosmetic
restorative  dentistry.  Prior  to  his  private  practice,  Dr. Wellikoff was a
Captain  in  the  United  States  Air  Force  having served with the 6550th USAF
Hospital  in  support  of Manned Space Flight Operations for Apollo flights VIII
through  XIII.  Dr.  Wellikoff  holds  a Bachelor of Science in Biology from the
State  University of New York at Binghamton and a Doctor of Dental Medicine from
Tufts  University.  Dr. Wellikoff is a member of the American Dental Association
and  the  Florida  Dental  Association.  Mr.  Michael  B. Wellikoff tendered his
resignation  as  Director  of  the  Company  effective  October  8,  2004.

                                      -26-
<PAGE>

LUCIEN  LALLOUZ,  has been a Class III director since May 22, 2003 and was named
president  and  interim Chief Executive Officer on May 22, 2003, effective April
1,  2003. Mr. Lallouz previously served as the Company's Sr. Vice President from
June  1999  to June 2001. From June 2001 to April 2003, Mr. Lallouz was Sr. Vice
President  of  Business  Development  for  ECOMV,  the  parent  Company  of
Perfumania.com. He has been involved in the fragrance and cosmetics industry for
more than 30 years. He has created consumer products for major brands worldwide.
From 1988 to 1992 he served as President and CEO of Creative Fragrances, Inc., a
Canadian  Company  that  created  and  marketed  worldwide celebrity fragrances.

TIMOTHY  HART, CPA, JOINED THE COMPANY APRIL 1ST AS ITS CHIEF FINANCIAL OFFICER.
MR.  HART  IS  experienced  as  a  Senior  Manager  with  one  of  the  largest
international  public  accounting firms, KPMG Peat Marwick / KMG Main Hurdman in
Fort  Lauderdale, Florida. As part of his duties Mr. Hart planned and supervised
audit  engagements for clients of all sizes in different industries. Since 1996,
Mr.  Hart  has  been  associated  with  the  firm  of  Ullman  and  Hart,  CPAs,
specializing  in  business consulting services to public companies. Mr. Hart has
been  an  experienced  Principal  Financial  Officer  responsible for all of the
financing,  accounting  and  financial  reporting for a major South Florida real
estate  developer. In addition he has experience as the Director of MIS. In that
capacity  he  was  responsible  for  all  corporate  computer  operations and is
currently  a  certified consultant for Oracle's NetSuite business suite platform
in  addition  to  other software applications.  Mr. Hart is a graduate of Thomas
More  College  1980  Bachelor  of  Arts  and Accountancy, Economics and Business
Administration.  Tim  is  a  Florida  Certified Public Accountant, member of the
American  Institute  of  Certified  Public  Accountants and Florida Institute of
Certified  Public  Accountants.

DONALD  P. MOORE, ESQ. - GENERAL COUNSEL, VP BUSINESS DEVELOPMENT, DIRECTOR. Mr.
Moore  joined  the  Company  March  31, 2004 as VP Business Development and as a
Director.  On  October  6,  2004,  Mr.  Moore resigned from such positions.  Mr.
Moore  was  the  founder and president of Rebelyon Capital & Management, Inc., a
provider  of  capital  formation  services and various management and consulting
services,  including  strategic  and  business  plan  development,  crisis  and
turnaround management services. He is also a shareholder of Fowler White Burnett
P.A.,  a  75-lawyer firm based in Miami, Florida, where he focuses on corporate,
finance,  mergers  &  acquisitions,  bankruptcy,  restructurings, securities and
international  transactions.  Mr. Moore also serves on the board of directors of
Fundamental  Management  Corp.,  the general partner of the Miami, Florida-based
Active  Investor  Funds  and is a principal of North Bay Equity Partners, LLC, a
Miami  Beach,  Florida-based investment banking firm focused on equity formation
for  private companies in Latin America. Previously, he served in several senior
positions  at  Ryder  System, Inc., including as in-house counsel and as head of
strategic  and  financial  planning  for  its logistics division. He started his
career  as  a  corporate securities attorney with Weil, Gotshal & Manges, LLP, a
New  York-based  international  law  firm. Mr. Moore received an M.B.A. from the
University  of  Miami (Class Valedictorian, 1995), a J.D. from the University of
Michigan  Law  School  (Cum  Laude,  1988)  and  a  B.A.  from the University of
Michigan, Ann Arbor (With Distinction, 1985). Mr. Moore tendered his resignation
as  director  and  officer  of the Company on October 6, 2004 effective the same
date  due  to  the  Company  not  obtaining  director  and  officer  insurance.

MILES  M.  RAPER, - NON EXECUTIVE DIRECTOR CHAIRMAN OF AUDIT COMMITTEE Mr. Raper
joined  the Company April 1, 2004 as a Director and resigned on October 5, 2004.
At  present,  serves  as Chairman of the Board for Ryder System's Federal Credit
Union.  Mr.  Raper  was  previously  Senior Vice President-Global Transportation
Management  Services with Ryder System, Inc., a $5.3 billion global supply chain
and  transportation management solutions company. Mr. Raper joined Ryder in 1983
and  retired in 2002.Mr. Raper is a certified by the Supreme Court of Florida as
a County Court Mediator and Certified to be a court appointed arbitrator for all
judicial  circuits  of  the  state.  Mr.  Raper  is  a  member of the Academy of
Professional  Mediators,  Certified  Arbitrator  for  the  American  Arbitration
Association-Commercial  Panel.  Aircraft  Owners  and  Pilots  Association and a
member  of  President  Circle University of Miami. .Mr. Raper holds a bachelor's
degree  from  the University of Miami, and holds a Juries Doctorate from Atlanta
Law  School.  He  is a retired member of the U.S. Air Force Reserve and served a
short  active duty tour during Operation Dessert Storm. Mr. Miles Raper tendered
his  resignation  as Chairman of the Audit Committee and director of the Company
effective  October 5, 2004 due to the Company not obtaining director and officer
insurance.

                                      -27-
<PAGE>

CLASSIFIED BOARD OF DIRECTORS

Our  Board  is  divided  into  three  classes  of  directors  serving  staggered
three-year terms. As a result, one-third of the Board will be elected each year.
These  provisions, together with provisions of our articles of incorporation and
by-laws,  allow  the Board to fill vacancies or increase its size, and may deter
or  hinder  a  shareholder  from  removing  incumbent directors and filling such
vacancies  with  its  own  nominees  in  order  to  gain  control  of the Board.

BOARD COMMITTEES

The  audit  committee of our Board consisted of Miles Raper. The audit committee
reviews our financial statements and accounting practices, makes recommendations
to  the  Board  regarding  the selection of independent auditors and reviews the
results  and  scope  of the audit and other services provided by our independent
auditors.  Mr.  Raper  resigned  in  October  2004.  Our  Board will perform all
functions  of  the  audit  committee.

We  do  not  have  a  compensation  committee.  Our Board currently performs all
functions  of  the  compensation  committee.

DIRECTOR COMPENSATION

Directors'  compensation  is paid at the end of each year. The exercise price of
the  options which form part of the compensation paid to directors will be based
on  the  market  value  at  the  time  the  options  are  granted.

ITEM  10.     EXECUTIVE  COMPENSATION

SUMMARY  COMPENSATION

The following table sets forth information with respect to all compensation paid
or  earned  for  services rendered to the Company during the period by our Chief
Executive Officer and our other most highly compensated executive officers whose
aggregate  annual compensation exceeded $100,000 and who were executive officers
of  the  Company at June 30, 2004 (all of the individuals named in the following
table  are  collectively  defined  as the "Named Executive Officers"). We do not
have  a  pension  plan  or  a  long-term  incentive  plan,  have  not issued any
restricted stock awards and have not granted any stock appreciation rights as of
this  date.  We have granted stock options. See "Option Grants and Holdings" and
"Employee  Benefit  Plan."

                                      -28-
<PAGE>

<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE

                                                                 Securities
                                                                underlying     All  other
Name and position            Period     Salary        Bonus     options (1)  compensation
---------------------------  ------  ------------  -----------  -----------  -------------
<S>                          <C>     <C>           <C>          <C>          <C>
Lucien Lallouz, Chief
Executive Officer and Chief
Operating Officer              2004  $ 280,000(2)  $     0            0       $        0

                               2003  $  75,000(3)  $25,970 (4)  371,000 (4)   $        0

Michael Wellikoff, Interim
Chief Financial Officer        2004  $180,000 (5)  $     0            0       $        0
<FN>

(1)     See  "Option  Grants  and  Holdings"  below  for  a  description of such executive
        officers'  options.
(2)     $146,700  is  accrued  at  June  30,  2004.
(3)     $30,000  is  deferred.
(4)     Received  options  as an inducement for entering into employment contract with the
        Company.  Options are  exercisable  at $.08 per share which were approximately 114% of the
        closing  trading  price  of  the  Company's common stock on April 1, 2003 ($.07). Value of
        bonus  determined  by  market  value  of  common stock as of April 1, 2003 closing trading
        price.  All  options  were  exercised  in  2004.
(5)     $180,000  is  accrued  at  June  30,  2004.
</TABLE>


OPTION  GRANTS  AND  HOLDINGS

During the transition period ended June 30, 2003 and effective April 1, 2003 the
Company  issued  options  to  purchase  371,000  shares of common stock per year
exercisable  at  $.08  per share (approximately 114% of the closing price of the
Company's  common  stock  on  April  1, 2003) to Lucien Lallouz, Chief Executive
Officer  and  director  as  an  inducement  to serve in those capacities.  These
options  were  exercised  during  fiscal  2004.

During the transition period ended June 30, 2003 and effective April 1, 2003 the
Company  issued  options  to  purchase  371,000  shares of common stock per year
exercisable  at  $.08  per share (approximately 114% of the closing price of the
Company's  common  stock on April 1, 2003) to Michael B. Wellikoff, Chairman, as
an  inducement  to serve in that capacity.   These options were exercised during
fiscal  2004.

On  May  22,  2003 the Company issued options for 371,000 shares of common stock
per  year  to  Jack  A.  Smith  in  consideration for services performed for the
Company  effective  April  1, 2003, the option price for the shares was $.28 per
share.  The  shares  were trading at $.07 per share at grant date. Mr. Smith has
not  exercised  the  options  during  the three months ended March 31, 2004. The
shares  were  issued  pursuant  to  the  exemption from registration provided by
Section  4(2)  of  the Securities Act. The shares contain the appropriate legend
restricting  their  transferability absent registration or applicable exemption.
Mr.  Smith  had access to current information on the Company and had the ability
to  ask  questions  about  the  Company.

During  March  2004, the Company entered into a three-year agreement with Donald
Moore, under which Mr. Moore shall act as vice president and general counsel for
the Company. On March 31, 2004, the Company issued options for 375,000 shares of
common  stock to Mr. Moore. The option price for the shares was $.215 per share.
The  shares  were  trading  at  $.23 per share at grant date. These options were
issued  as an inducement for Mr. Moore to join the Board of the Company and have
not  been  exercised.

During  March 2004, the Company entered into a three year agreement with Timothy
Hart, under which Mr. Hart shall act as Chief Financial Officer for the Company.
On March 31, 2004, the Company issued options for 300,000 shares of common stock
to  Mr.  Hart.  The option price for the shares was $.215 per share.  The shares
were  trading  at  $.23 per share at grant date. These options were issued as an
inducement  for Mr. Hart to join the management of the Company and have not been
exercised.

                                      -29-
<PAGE>

AGGREGATED  OPTION  EXERCISES  AND  FISCAL  YEAR-END  OPTION  VALUE  TABLE.

The  following  table  provides  certain  summary  information  concerning stock
options  held  as  of  June  30,  2004  by  our executive officers. The value of
unexercised  in-the-money  options at June 30, 2004 is based on the value of our
common  shares  on  June  30,  2004  ($.065  per  share).

<TABLE>
<CAPTION>


                     Number of Securities Underlying          Value of Unexercised in-the-money
                     Unexercised Options at  June 30, 2003    Options at June 30, 2003
                    -------------------------------------    ----------------------------------
NAME                  EXERCISABLE          UNEXERCISABLE      EXERCISABLE        UNEXERCISABLE
------------          -----------           ------------      ------------       -------------
<S>                      <C>                    <C>                <C>                <C>
Donald Moore           371,000                    -              $51,940                -
Timothy Hart           371,000                    -              $51,940                -
</TABLE>

OPTION  GRANTS  IN  LAST  FISCAL  YEAR

The following table sets forth information regarding the grant of stock options
to the Named Executives during the transition period ended June 30, 2004:

<TABLE>
<CAPTION>

                                      % of Total
              # of Securities         Options Granted
              Securities Underlying   to Employees in  Exercise
Name          Options Granted         Period           Price      Expiration Date
------------  ---------------         -------          ------     ---------------
<S>           <C>              <C>      <C>     <C>
Donald Moore    375,000               36%              $ .215     April 1, 2008
Timothy Hart    300,000               29%              $ .215     April 1, 2008
</TABLE>


EMPLOYEE  BENEFIT  PLANS

Stock  Option  Plan

In  November 2001, the shareholders approved an amendment to the Option Plan, to
(1)  increase  the  number of shares reserved for issuance under the Option Plan
from  2,442,857  shares  of Common Stock to 4,442,857 shares of Common Stock and
(2)  effect  various  additional modifications to the Option Plan, including (a)
the  removal  in  its  entirety  of  Section  13  of  the  Option Plan, entitled
"Redemption  of  Shares  by  the  Company,"  (b)  the removal in its entirety of
Section  18  of  the  Option Plan, entitled "Information for Optionees," (c) the
addition  to  Section 17 of the Option Plan, entitled "Amendment and Termination
of  the  Plan"  of  a  fixed  date  of  termination for the Option Plan, (d) the
replacement  of  language  in  Section 3 of the Option Plan, entitled "Number of
Shares Available For Options," to change the current pool of stock available for
issuance  as  options  under  the  Option Plan from fifteen percent (15%) of the
issued and outstanding shares to 4,442,857 shares, and (e) approval and adoption
of  the  Nimbus  Group,  Inc.  2001  Amended and Restated Stock Option Plan (the
"Amended  Option  Plan").  Shares covered by any option granted under the Option
Plan,  which  expires  unexercised,  become  available again for grant under the
Amended  Option  Plan. As of June 30, 2004, options to purchase 1,046,000 common
shares  were  outstanding.

Simple  IRA  Plan

In  February  2003,  the  Company  cancelled  its  SIMPLE  IRA  Plan.

                                      -30-
<PAGE>

EXECUTIVE  EMPLOYMENT  AGREEMENTS  AND  CONSULTING  AGREEMENTS

Lucien  Lallouz,  Chief  Executive Officer.  On May 22, 2003 the Company entered
------------------------------------------
into  a  five  year  employment  agreement, effective April 1, 2003, with Lucien
Lallouz,  under  which Mr. Lallouz shall serve as Chief Executive Officer of the
Company.  Under  the  terms of the agreement Mr. Lallouz shall receive an annual
base salary of $280,000, subject to annual 10% increase at the discretion of the
board of directors.  In addition, the Company issued options to purchase 371,000
shares  of common stock exercisable at $.08 per share (approximately 114% of the
closing price of the Company's common stock on April 1, 2003) to Lucien Lallouz,
as  an  inducement  for Mr. Lallouz to enter into the employment agreement.  The
agreement  is  automatically  renewable  for successive 2 year terms.  Under the
agreement,  Mr.  Lallouz  is  entitled  to  health  benefits and coverage and is
entitled  to  participate  in  any  Company  incentive plan.  The agreement also
entitles  Mr.  Lallouz  to  reimbursement  for  all reasonably incurred business
expenses,  including  travel.  Under  the agreement Mr. Lallouz is entitled to 6
weeks of vacation, including federal holidays.  In the instance that Mr. Lallouz
is  terminated  without  cause,  he  shall be entitled to 2.5 years base salary,
payable  over  the  12 months immediately following the date of termination.  In
the  event of change of control in the Company, Mr. Lallouz shall be entitled to
a  lump  sum  payment  of  250%  of  his  prevailing  base  salary.

Dr.  Michael Wellikoff, Chairman.  On September 1, 2003, effective July 1, 2003,
--------------------------------
the  Company  entered  into  a  three year employment agreement with Dr. Michael
Wellikoff,  under  which Dr. Wellikoff shall serve as Chief Financial Officer of
the  Company.  Under  the  terms of the agreement Dr. Wellikoff shall receive an
annual  salary  of $180,000, subject to annual 10% increase at the discretion of
the  board  of  directors.  Under  the  agreement,  Dr. Wellikoff is entitled to
health  benefits  and  coverage  and  is  entitled to participate in any Company
incentive  plan.  The agreement also entitles Dr. Wellikoff to reimbursement for
all  reasonably  incurred  business expenses, including travel.  In addition, on
March  31,  2003  (under  a  separate  agreement)  the Company issued options to
purchase  371,000  shares  of  common  stock  exercisable  at  $.08  per  share
(approximately  114% of the closing price of the Company's common stock on April
1,  2003)  to  Dr.  Wellikoff,  as  an  inducement for Dr. Wellikoff to serve as
Chairman  of  the  Company.  The  agreement  also  entitles  Dr.  Wellikoff  to
reimbursement  for  all reasonably incurred business expenses, including travel.
Under  the agreement Dr. Wellikoff is entitled to 6 weeks of vacation, including
federal  holidays.  In  the  instance  that  Dr. Wellikoff is terminated without
cause, he shall be entitled to 2.5 years base salary, payable over the 12 months
immediately  following  the  date  of  termination.  In  the  event of change of
control in the Company, Dr. Wellikoff shall be entitled to a lump sum payment of
250%  of  his  prevailing  base  salary.  Effective March 31, 2004 Dr. Wellikoff
resigned  as  Chief  Financial  Officer.

Jack  A.  Smith,  Consultant.  During  October  2003, the Company entered into a
----------------------------
three  year business consulting agreement with Jack Smith, under which Mr. Smith
shall  act  as  a  business  consultant  for  the  Company and provide advice on
licensing,  retail,  marketing  and general business issues.  The Company issued
options to purchase 371,000 shares of common stock exercisable at $.18 per share
(approximately  113%  of  the  closing  price  of  the Company's common stock on
October  27, 2003) to Jack Smith, as an inducement for Mr. Smith to enter into a
consulting  agreement  with  the  Company.

Donald  Moore,  Vice  President  and  General  Councilor  During March 2004, the
--------------------------------------------------------
Company  entered  into a three-year agreement with Donald Moore, under which Mr.
Moore  shall  act  as  vice  president and general councilor for the Company. On
March 31, 2004, the Company issued options for 375,000 shares of common stock to
Mr. Moore. The option price for the shares was $.215 per share.  The shares were
trading  at  $.23  per  share  at  grant  date.  These options were issued as an
inducement  for  Mr.  Moore  to  join the board of the Company and have not been
exercised.

Timothy  Hart,  Chief  Financial  Officer During March 2004, the Company entered
----------------------------------------
into a three year agreement with Timothy Hart, under which Mr. Hart shall act as
Chief  Financial  Officer for the Company. On March 31, 2004, the Company issued
options  for 300,000 shares of common stock to Mr. Hart. The shares were trading
at  $.23 per share at grant date. These options were issued as an inducement for
Mr.  Hart  to  join  the  management of the Company and have not been exercised.


INDEMNIFICATION  OF  OFFICERS  AND  DIRECTORS

Section  607.0850  of  the Florida Business Corporation Act ("FBCA") permits, in
general,  a Florida corporation to indemnify any person who was or is a party to
any  action or proceeding by reason of the fact that he or she was a director or
officer  of  the  corporation,  or  served another entity in any capacity at the
request  of  the corporation, against liability incurred in connection with such
proceeding  including  the  estimated  expenses  of litigating the proceeding to
conclusion  and the expenses actually and reasonably incurred in connection with
the  defense  or settlement of such proceeding, including any appeal thereof, if
such  person  acted in good faith for a purpose he or she reasonably believed to
be  in, or not opposed to, the best interest of the corporation and, in criminal
actions or proceedings, additionally had no reasonable cause to believe that his
or  her  conduct  was  unlawful.  Section  607.0850(6)  of  the FBCA permits the
corporation  to  pay such costs or expenses in advance of a final disposition of
such  action or proceeding upon receipt of an undertaking by or on behalf of the
director  or  officer  to  repay  such  amount  as and to the extent required by
statute.  Section  607.0850  of  the  FBCA provides that the indemnification and
advancement  of  expense  provisions  contained  in the FBCA shall not be deemed
exclusive  of  any rights to which a director or officer seeking indemnification
or  advancement  of  expenses  may  be  entitled.

                                      -31-
<PAGE>

Our  articles  of incorporation provide, in general, that we shall indemnify, to
the  fullest  extent  permitted  by  Section  607.0850  of the FBCA, any and all
persons  whom  it  shall have the power to indemnify under that section from and
against any and all of the expenses, liabilities or other matters referred to in
or  covered by said section. Our articles of incorporation also provide that the
indemnification  provided for therein shall not be deemed exclusive of any other
rights  to  which those indemnified may be entitled under any by-law, agreement,
vote of shareholders or disinterested directors or otherwise, both as to actions
taken  in  his or her official capacity and as to acts in another capacity while
holding  such  office.

In  accordance  with  that  provision of our articles of incorporation, we shall
indemnify  any  officer  or  director  (including officers and directors serving
another  corporation,  partnership, joint venture, trust, or other enterprise in
any  capacity  at  our  request)  made,  or threatened to be made, a party to an
action  or proceeding (whether civil, criminal, administrative or investigative)
by  reason  of  the  fact  that he or she was serving in any of those capacities
against  judgments,  fines,  amounts  paid in settlement and reasonable expenses
(including  attorney's  fees) incurred as a result of such action or proceeding.
Indemnification would not be available if a judgment or other final adjudication
adverse  to  such  director or officer establishes that (i) his or her acts were
committed in bad faith or were the result of active and deliberate dishonesty or
(ii)  he  or she personally gained in fact a financial profit or other advantage
to  which  he  or  she  was  not  legally  entitled.

We  do  not  maintain  directors'  and  officers'  liability  insurance.


                                      -32-
<PAGE>

ITEM  11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED  STOCKHOLDER  MATTERS

The  following  table sets forth certain information known to us with respect to
the  beneficial  ownership  of our Common Shares as of September 15, 2004 by (i)
each  shareholder  known by us to be the beneficial owner of more than 5% of our
Common  Shares,  (ii)  each  director  of Taylor Madison and (iii) all executive
officers  and  directors  as  a  group.  Percentage of ownership is based on the
shares  outstanding  as  of September 15, 2004. Common Shares subject to options
currently  exercisable  or  exercisable within 60 days of September 15, 2004 are
deemed  outstanding for the purpose of computing the percentage ownership of the
person  holding  such  options, but are not deemed outstanding for computing the
percentage  ownership of any other person. Unless otherwise indicated below, the
persons  and  entities  named  in the table have sole voting and sole investment
power  with  respect  to  all  shares  beneficially  owned, subject to community
property  laws  where  applicable.  Unless  otherwise noted, the address of each
shareholder  is  our  address,  which is 2875 Northeast 191st Street, Suite PH2,
Aventura,  Florida  33180.

<TABLE>
<CAPTION>

                                                             COMMON  SHARES
                                                           BENEFICIALLY  OWNED
                                                         ----------------------
NAME OF BENEFICIAL OWNER                                 NUMBER      PERCENTAGE
-------------------------------------------------------  --------   -----------
<S>                                                      <C>            <C>
Lucien Lallouz                                          1,571,000 (1)    15.6%
Michael Wellikoff                                         401,000         4.5%
Timothy Hart                                                    0 (2)       0%
Executive officers and directors as a group (3 persons) 1,972,000 (1)    19.6%
<FN>

(1) Includes 1,200,000 shares purchased by Mr. Lallouz for $60,000 which have not been
issued.

(2) During March 2004, the Company entered into a three year agreement with Timothy Hart,
under which Mr. Hart shall act as Chief Financial Officer for the Company. On March 31,
2004, the Company issued options for 300,000 shares of common stock to Mr. Hart.  The
options vest 100,000 shares per year and no options have vested as of the date of this
report.
</TABLE>


ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

Omniscent  Corp. loaned the Company $165,000, which is an interest free loan due
on  demand.  Omniscent Corp., advanced the deposit of $10,000 made to secure the
Major  League  Baseball  (MLB)  license, and advance the $25,000 deposit made to
secure  the  Baby  Gund  License. The Company also sold Omniscent Corp., 305,610
shares  of  the  common  stock of the corporation for $50,000 at $.016 per share
which  was  approximately  115%  of  the  closing trading price of the Company's
common  stock on September 1, 2003.  Sharon Lallouz is the principal shareholder
of  Omniscent  Corp.  and  is  also  the spouse of the Company's Chief Executive
Officer.

As  of  December  31,  2002,  we  owed Perfumania.com approximately $2.1 million
relating  primarily  to  inventory  purchased  from  the  License Agreement.  On
January 28, 2003, we received a letter from ECMV stating that we were in default
of  the  License  Agreement  for  non-payment of amounts due and based on recent
public  filings  that  showed  that  we continue to report losses, have negative
working  capital  and  equity, ECMV was terminating the License Agreement.   The
Company  is in the process of returning the operations of Perfumania.com back to
ECMV.  As  part  of  the  transition  of  the P.com return, ECMV assumed certain
liabilities  of TTA, relating to the operations of Perfumania.com.  The debt was
extinguished during the six month period ended June 30, 2003 and is reflected in
the  statement  of  operations  through  discontinued  operations.

On  February  19,  2003, Watch Junction, Inc. ("Watch") purchased the technology
and  certain  assets of Take to Auction (the "Technology Sale").  Watch Junction
is owned 100% by the former President of TTA, Mr. Albert Friedman.  Mr. Friedman
made  a cash payment in the amount of $50,000 and returned 305,610 shares of our
common  stock  back  to  us  for  the licensing rights of the technology and the
purchase  of certain assets. The Company believes that this transaction was made
at  fair  market value. The returned stock was sold to Omniscent on September 1,
2003.

                                      -33-
<PAGE>

On  May  19, 2003, the Company entered into an agreement with Omniscent Corp. to
acquire certain rights to a portfolio of fragrance brands and Skincare line that
include;  The  Cara  Mia  Swiss  Formulated  Skincare  line.  The  Cara Mia line
initially  debuted  with  four  products  created  specifically  to  repair  and
rejuvenate  the  user's  skin.  The  purchase  price  for  the  development  and
licensing rights is for up to 2,500,000 shares of preferred convertible stock or
a  cash  payment  of  $500,000  at  the  Company's  option,  for  the design and
development  rights  and  30%  of  all  revenues  and or sub-licensing fees.  If
issued,  the preferred shares will be convertible into shares of common stock of
our  Company  on a one to one basis at the option of the holder, but in no event
may  the  preferred  shares  be converted into more than 19.9% of our issued and
outstanding  common  stock.  Sharon  Lallouz  is  the  principal  shareholder of
Omniscent  Corp.  and  is  also the spouse of the Company's Chief Executive. Mr.
Lallouz  was  appointed  Chief  Executive  Officer  and  director of the Company
following  the  execution  of  the  agreement. The Company has not closed on its
transaction  with  Omniscent  Corp.  The two companies have agreed not to pursue
this  agreement

Effective  May  21,  2003  the Company also entered into an assignment agreement
with Omniscent, where it acquired the licensing rights of the Phantom Fragrances
brand licensed to Moar International. Under the terms of the licensing agreement
a  royalty  fee  of  5%  on  net  sales  of  the  brand is payable to us by Moar
International.  Under  the  assignment agreement 1.5% from the 5% will revert to
Omniscent leaving the Company with a net of 3.5% of all royalties collected from
this  licensing  assignment.  The  two  companies have agreed not to pursue this
agreement.

In  June  2004,  Lucien  Lallouz,  our  Chief  Executive  Officer, subscribed to
purchase  up  to  $200,000  of  our  common stock at $0.05 per share.  As of the
filing  of  this  report, Mr. Lallouz has purchased 1,200,000 shares in exchange
for  $60,000  (or  $0.05  per  share)  which  shares  have  not  been  issued.

ITEM 13.     EXHIBITS AND REPORTS ON FORM 8-K.

(a)     The following exhibits are filed herewith or incorporated herein by
reference:


Exhibit
Number     Description of Exhibit
------

3.01          Articles  of  Incorporation.*

3.02          Bylaws.*

10.1          Employment  Agreement  with  Lucien  Lallouz  dated May 22, 2003**

10.2          License  Acquisition Agreement with Omniscent Corp.
              dated May 19, 2003**

10.3          Assignment  of  Phantom License with Omniscent Corp.
              effective May 21, 2003**

10.4          Moar International and Omniscent Corp. Phantom Brand License
              Agreement**

10.6          Form  of  Indemnification  Agreement  to be entered into by
              Registrant with  each  of  its directors and executive officers.*

10.7          2001  Amended  Stock  Option  Plan  and related documents.
              (previously filed  on  Definitive  Proxy  Statement,
              dated  November  8,  2001.

16.1          Letter  from  Former  Auditor (previously filed on Form 8-K, dated
              November  18,  2003).

31.1          Certification  by  Chief  Executive  Officer  pursuant to
              Section 302.

31.2          Certification  by  Chief  Financial  Officer  pursuant to
              Section 302.

32.1          Section  906  Certification  by  Chief  Executive  Officer.

32.2          Section  906  Certification  by  Chief  Financial  Officer.

*    Previously  filed and incorporated by reference to exhibit in the Company's
     Registration  Statement  on  Form  S-1,  as  amended  (File No. 333-91177),
     initially  filed  on  November  17,  1999  ("Form  S-1").

**   Previously  filed and incorporated by reference to exhibit in the Company's
     Form  10-K  for  June  30,  2003

(b)     Financial statement schedules:

        None.

(c)     Reports on Form 8-K:

During  the period covered by this report the following reports on Form 8-K were
filed:  January 22, 2004:On January 22, 2004, Nimbus Group, Inc. (the "Company")
announced  that it had entered into an Acquisition Term Sheet with Fragex, S.A.,
a  privately  held French corporation. In general, the Acquisition Term Sheet, a
copy of which is included herein as an exhibit to this Report, provides that the
Company  shall  receive  a  51%  equity  interest  in Fragex in consideration of
1,115,000  shares of restricted common stock of the Company. However, 51% voting
control  of  Fragex  shall remain with its current shareholders. The Acquisition
Term  Sheet  contains standard conditions to closing, including, but not limited
to,  satisfactory  completion  by the Company and Fragex of their due diligence,
execution  of  definitive  transaction  documents,  and any necessary regulatory
approval.

Fragex  specializes in developing cosmetics and fragrances for major brand names
in  Europe  and  Asia and provides a turnkey service to brands wishing to launch
personal  care products. Fragex has been in business since 2000. For fiscal year
ending December 31, 2003 (unaudited), Fragex had sales revenues of approximately
2  .4  million  Euros  (approximately  US  $3  million).

January  31,  2004:  Effective  May 19, 2003, the Company entered into a license
acquisition  agreement  to acquire certain development and licensing rights from
Omniscent  Corp.  The  purchase  price  of the development and license rights is
payable  at  the  option  of the Company by either (1) up to 2,500,000 shares of
preferred  convertible stock or (2) a cash payment of $500,000. As the preferred
shares may be convertible into a number of shares of common stock of the Company
in  excess  of  20%  of  the  Company's  currently outstanding common stock, the
Company  will  not close the transaction without receiving shareholder approval.
The  initial  terms of the agreement provided the Company until January 31, 2004
to  determine  whether it will close on the acquisition and gave the Company the
unilateral  right to terminate the agreement. As such, the Company and Omniscent
Corp.  have agreed to extend the closing date of the agreement until the Company
has  provided  its  shareholders with an opportunity to vote on the transaction.

                                      -34-
<PAGE>

On  April  23, 2004, Taylor Madison Corp. (the "Company") received a letter from
the  American Stock Exchange ("Exchange") confirming the Exchange's intention to
proceed  with  the  filing  of  an  application with the Securities and Exchange
Commission  ("SEC")  to  strike the common stock of the Company from listing and
registration  on  the  Exchange.

The  notice  from  the  Exchange  indicates  that  the  Exchange  has determined
that  the  Company does not meet the following continued listing standards under
the  AMEX  Company  Guide:  Section  120  which  requires  issuers to conduct an
appropriate  review  of  all related transactions on an on-going basis and shall
utilize  the  issuer's  audit  committee  or  a  comparable body of the board of
directors  for review of potential conflict of interest situations; Section 121,
Section  121(2)(a)  and  Section  121(B)(a)(iii)  which require that each listed
issuer  must  have  a sufficient number of independent directors on its board of
directors  to  perform  audit  committee  functions;  Section 921 which requires
prompt  notification  to  the  Exchange of any changes of officers or directors;
Section  1003(a)(i)  in  that  the  Company has reported net losses for the past
three fiscal years; Section 1003(a)(iv) in that the Company has sustained losses
which  are  so  substantial in relation to its overall operations so that in the
opinion  of  the  Exchange,  it appears questionable whether the Company will be
able  to  continue  operations  and/or  meet obligations as they mature; Section
1003(c)(i)  relating  to  the  discontinuation  of  a substantial portion of the
Company's  operations;  Section 1003(d) which requires issuers to submit listing
applications  to  the  Exchange  prior  to  issuing  securities;  and  Section
1003(f)(iii)  which  prohibits issuers from engaging in operations, which in the
opinion  of  the  Exchange,  are  contrary  to  public  interest.

ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES


For  the  fiscal  years  ended June 30, 2004 and the six-month transition period
ended  June  30,  2003,  our  principal  accountant  billed $12,500 and $15,800,
respectively,  for  the  audit  of our annual financial statements and review of
financial  statements  included  in  our  Form  10-Q  filings.

AUDIT-RELATED FEES

There  were no fees billed for services reasonably related to the performance of
the  audit or review of our financial statements outside of those fees disclosed
above  under  "Audit  Fees"  for  the year ended June 30, 2004 and the six-month
transition  period  ended  June  30,  2003.

TAX FEES

For  the  fiscal  year  ended  June 30, 2004 and the six-month transition period
ended  June  30,  2003, our principal accountant did not render any services for
tax  compliance,  tax  advice,  and  tax  planning  work.

ALL OTHER FEES

There  were  no  other fees billed by our principal accountants other than those
disclosed  above  for  the  year ended June 30, 2004 or the six-month transition
period  ended  June  30,  2003.

PRE-APPROVAL POLICIES AND PROCEDURES

Prior  to engaging our accountants to perform a particular service, our board of
directors  obtains  an  estimate  for  the  service  to be performed. All of the
services  described  above were approved by the board of directors in accordance
with  its  procedures.

                                      -35-
<PAGE>

                                   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  on October 18, 2004.

                                          Taylor Madison Corp.


                                          By: /s/ Lucien Lallouz
                                              ------------------
                                              Lucien Lallouz
                                              Chief Executive Officer


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



By: /s/ Michael Wellikoff                              October 18, 2004
    --------------------
Michael Wellikoff, Chairman and Director

By: /s/ Lucien Lallouz                                 October 18, 2004
   ------------------
Lucien Lallouz, Chief Executive Officer and Director

By: /s/ Timothy Hart                                   October 18, 2004
    ---------------
Timothy Hart, Chief Financial Officer


                                      -36-
<PAGE>