SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

  [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. 001-15034


                       TELZUIT MEDICAL TECHNOLOGIES, INC.
                       ----------------------------------
             (Exact name of registrant as specified in its charter)


          FLORIDA                                              01-0656115
 (State  of  Incorporation)                                (I.R.S.  Employer
                                                        Identification  Number)

5422  Carrier  Drive,  Suite  306,  Orlando, Florida              32819
(Address  of  principal  executive  offices)                   (Zip  Code)

                                 (407) 354-1222
              (Registrant's telephone number, including area code)

                              TAYLOR MADISON CORP.
                              --------------------
    (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-K  is  not contained herein, and will not be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form  10-K.   [  ]

Indicate  by  check  mark  whether  the  registrant  is an accelerated filer (as
defined  in  Rule  12b-2  of  the  Exchange  Act).  YES  [ ]  NO  [X]

Revenue for the most recent fiscal year: $204,605. 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 shares of common stock, $.001 par value were
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

<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.     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.

                                     -2-
<PAGE>

     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.

     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.
as licensees of the Cara Mia brand (which we subsequently sublicensed to Victory
International  LLC).  Further,  on  May  19,  2003,  the Company entered into an
agreement  with  Omniscent  Corp.  to  acquire  certain rights to a portfolio of

                                     -3-
<PAGE>

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 Officer.
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 2,500,000 shares of preferred convertible
stock  or  a  cash  payment of $500,000 is not related to the Cara Mia licensing
agreement,  but  rather  to  the  purchase  option  only.  This  option  was not
exercised  by  the  Company.  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.  Regardless, the $200,000
advance  is  non-refundable and therefore has been recognized as revenue ratably
over  the  contract  period.  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.

     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

                                     -4-
<PAGE>

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.

                                     -5-
<PAGE>

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.

ITEM  2.  PROPERTIES

     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.
Although  occasional  adverse  decisions  or  settlements  may occur, management
believes  that  the  final  disposition of such matters will not have a material
adverse  effect  on  the  Company's financial position, results of operations or
liquidity.

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 REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER  PURCHASES  OF  EQUITY  SECURITIES

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.

                                     -7-
<PAGE>

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.

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

                                     -8-
<PAGE>

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.


SECURITIES  AUTHORIZED  FOR  ISSUANCE  UNDER  EQUITY  COMPENSATION  PLANS

The following table provides information as of June 30, 2004 about the Company's
common  stock  that  may  be  issued  upon  the  exercise  of options granted to
employees  or  members  of  the  Board  of  Directors under all of the Company's
existing  equity  compensation  plans.

                                     -9-
<PAGE>

<TABLE>
<CAPTION>
                                                                                                              NUMBER OF SECURITIES
                                                                                                             REMAINING AVAILABLE FOR
                                                              NUMBER OF SECURITIES                            FUTURE ISSUANCE UNDER
                                                               TO BE ISSUED UPON      WEIGHTED-AVERAGE     EQUITY COMPENSATION PLANS
                                                                  EXERCISE OF        EXERCISE PRICE OF       [EXCLUDING SECURITIES
                   PLAN CATEGORY                               OUTSTANDING OPTIONS   OUTSTANDING OPTIONS    REFLECTED IN 1ST COLUMN]
                                                               -------------------   -------------------   -------------------------
<S>                                                                   <C>                  <C>                         <C>
Equity compensation plans approved by securities holders           1,046,000               0.24                     2,654,857
Equity compensation plans not approved by securities holders         None                   N/A                        None
Total                                                              1,046,000               0.24                     2,654,857
</TABLE>

ITEM  6.  SELECTED  FINANCIAL  DATA

The  following  selected  consolidated  financial  data  should  be  read  in
conjunction  with, and are qualified by reference to, the consolidated financial
statements  and  notes  thereto  and  Management's  Discussion  and  Analysis of
Financial  Condition  and  Results  of  Operations"  appearing elsewhere in this
report.

                                      -10-
<PAGE>

<TABLE>
<CAPTION>
                                                                      For the
                                                                      Year Ended
                                                                      June 30, 2004
                                                                      -------------
<S>                                                                        <C>
Statement of Operating Data:
Results from continuing operations                                    $    (511,527)
Discontinued operation
Loss from discontinued operations                                                 -

Net income (loss)                                                          (511,527)
Basic earnings (loss) per common share from continuing operations             (0.06)
                                                                      -------------
Basic earnings (loss) per common share from discontinued operations               -
                                                                                  -
Diluted earnings (loss) per common share from discontinued operations             -
                                                                                  -
Weighted average number of common shares outstanding:
Basic                                                                     8,266,047
Diluted                                                                           -
                                                                          8,265,047
                                                                      -------------
</TABLE>

<TABLE>
<CAPTION>

Selected Financial Data

                                                                                             Unaudited
                                                                      For the                For the
                                                                      Six Months Ended       Six Month Ended
                                                                      June 30, 2003          June 30, 2002
                                                                      -------------          ---------------
<S>                                                                        <C>                    <C>
Statement of Operating Data:
Results from continuing operations                                    $    (112,427)         $            --
Discontinued operation
Loss from discontinued operations                                         1,549,904               (1,352,151)

Net income (loss)                                                         1,437,477               (1,352,151)
                                                                      -------------          ---------------
Basic earnings (loss) per common share from continuing operations             (0.02)                      --
                                                                      -------------          ---------------
Basic earnings (loss) per common share from discontinued operations            0.21                    (0.18)
                                                                      -------------          ---------------
Diluted earnings (loss) per common share from discontinued operations          0.21                    (0.18)
                                                                      -------------          ---------------
Weighted average number of common shares outstanding:
Basic                                                                     7,438,889                7,438,889
Diluted                                                                     742,000                       --
                                                                          8,180,889                7,438,889
                                                                      -------------          ---------------
</TABLE>

<TABLE>
<CAPTION>
                                                                       For the                    For the
                                                                       Year Ended                 Year Ended
                                                                       December 31, 2002          December 31, 2001
                                                                       -----------------          -----------------
<S>                                                                        <C>                        <C>
Statement of Operations Data:
Results from continuing operations                                     $              --          $              --
Discontinued operations
Loss from discontinued operations                                              (1,808,587)               (4,050,306)

Net income (loss)                                                              (1,808,587)               (4,050,306)
                                                                       ------------------         -----------------
Basic earnings (loss) per common share from continuing operations                      --                        --
                                                                       ------------------         -----------------
Basic earnings (loss) per common share from discontinued operations                 (0.24)                    (0.54)
                                                                       -----------------          -----------------
Diluted earnings (loss) per common share from discontinued operations               (0.24)                    (0.54)
                                                                       ------------------         -----------------
Weighted average number of common shares outstanding:
Basic                                                                           7,438,889                 7,438,889
Diluted                                                                                --                        --
                                                                                7,438,889                 7,438,889
                                                                       ------------------         -----------------
</TABLE>

<TABLE>
<CAPTION>
Balance Sheet Data

                                                                         June 30, 2004               June 20, 2003
<S>                                                                            <C>                        <C>
Cash and cash equivalents                                                $       2,759               $         354
Working capital (deficit)                                                     (635,026)                   (299,859)
Total assets                                                                    77,894                     177,777
Shareholders' equity (deficiency)                                             (635,026)                   (299,858)
</TABLE>

                                      -11-
<PAGE>

ITEM  7.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
RESULTS  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 $204,605.
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  $689,463. General and administrative expenses for the six-month transition
period  ended  June 30, 2003 were $184,521. 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.

                                      -12-
<PAGE>

NET  INCOME  (LOSS).  The  net  loss totaled approximately $511,527 for the year
ended  June  30,  2004 as compared to net income of approximately $1,437,447 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.

COMPARISON OF JUNE 30, 2003 AND JUNE 30, 2002

OVERVIEW.  As  discussed  above,  we have recently changed our business strategy
and  discontinued  prior  operations.  Results  of  operations for the six month
transition  periods  ended  June 30, 2003 and June 30, 2002 differ significantly
due  to  this  change.  As such, any comparison of these periods is meaningless.

REVENUES.  Overall  net  revenues for the six month transition period ended June
30,  2003  were  $100,000  relating  exclusively  to  licensing  fees  under our
licensing  of  the  Cara  Mia  product  line,  which were sublicensed to Victory
International  LLC.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses consist
of  payroll  and  related  expenses for executive, accounting and administrative
personnel,  professional  fees and other general corporate expenses. General and
administrative  expenses for the six month transition period ended June 30, 2003
were  $184,521,  all  of  which were from continuing operations. The decrease in
general  and  administrative expenses as compared to our discontinued operations
was  due  to  the reduction in administrative and executive personnel associated
with  the  change  of  our business and winding down of our prior operations. We
anticipate  that  as  our  new  business  operations  develop,  our  general and
administrative expenses will increase.

ROYALTY  EXPENSES.  Royalty  expense  consists  exclusively of royalties paid to
Omniscent  Corp. pursuant to our current licensing arrangement.  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.

NET  INCOME (LOSS).  The net income totaled approximately $1,437,447 for the six
month  transition  period  ended  June  30,  2003  as  compared to a net loss of
$(1,352,151)  for  the  transition period ended June 30, 2002.  The net gain for
the  2003  transition  period  is  due  to  the  extinguishment  of certain debt
resulting  from  the  P.com  Return.

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,

                                      -13-
<PAGE>

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
$341,360,  which  was  $176,360  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.


CONTRACTUAL  OBLIGATIONS

Future maturities of long-term debt and future contractual obligations due under
operating leases are as follows (in thousands):

<TABLE>
<CAPTION>
                                                      PAYMENTS DUE BY PERIOD
                                                      ----------------------
                                                           LESS THAN    1-3       3-5     MORE THAN
                                                  TOTAL     1 YEAR     YEARS     YEARS     5 YEARS
<S>                                                <C>        <C>       <C>       <C>        <C>
Long-term debt obligations                       $ -0-      $ -0-     $ -0-     $ -0-      $ -0-
Capital lease obligations                          -0-        -0-       -0-       -0-        -0-
Operating lease obligations                        -0-        -0-       -0-       -0-        -0-
 Purchase obligations                              -0-        -0-       -0-       -0-        -0-
Other  long-term  liabilities  reflected  on
the  Registrant's  balance  sheet  under
GAAP                                               -0-        -0-       -0-       -0-        -0-
Total                                            $ -0-      $ -0-     $ -0-     $ -0-      $ -0-
</TABLE>

                                      -14-
<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.

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

                                      -15-
<PAGE>

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.

                                      -16-
<PAGE>

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.

                                      -17-
<PAGE>

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.

ITEM  7A.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISKS

Our  market risk exposure with respect to financial instruments is to changes in
the  "prime  rate"  in  the  United States.  As of June 30, 2004, we have a loan
receivable,  due  on  demand,  from  our  chairman  and  CEO  in  the  amount of
approximately  $4,835, which loan is non-interest bearing.  As of June 30, 2004,
we  had  no  short  or  long-term  investments.

ITEM  8.  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

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

Independent  Auditors'  Report                                               F-1

Consolidated  Balance  Sheets  as  of  June  30,  2004  and  2003            F-4

Consolidated  Statements  of  Operations  for  the  Year  ended
June 30, 2004 and the Six months ended June 30, 2003 and 2002 (unaudited)    F-5
and  for  the  years  ended  December  31,  2002  and  2001

Consolidated  Statements  of  Changes  in  Shareholders'  (Deficiency)
Equity  for  the  Years  ended  June  30,  2004  and  the  Six
months  ended June  30,  2003 and 2002 (unaudited) and for the years
ended December 31, 2002  and  2001                                           F-6

Consolidated  Statements  of  Cash  Flows  for  the  Years
ended  June 30, 2004 and the Six months ended June 30, 2003
and 2002 (unaudited) and  for  the  years  ended  December  31,  2002
and  2001                                                                    F-9

                                      -18-
<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

                                      F-1
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------


To the Board of Directors and Shareholders
Nimbus Group, Inc.


We  have audited the accompanying consolidated statements of operations, changes
in stockholders' equity, and cash flows of Nimbus Group, Inc. for the year ended
December  31,  2002.  These  financial  statements are the responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
financial  statements  based  on  our  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
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements.  An  audit  also  includes, assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating  the  overall  financial statement presentation.  We believe that our
audit  provide  a  reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of Nimbus Group,
Inc.  for  the  year  ended  December  31,  2002  in  conformity with accounting
principles  generally  accepted  in  the  United  States.

The  accompanying  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 consolidated financial statements do not include
any adjustments that might result from the outcome of these uncertainties.


BERKOVITS,  LAGO  &  COMPANY,  LLP

Fort  Lauderdale,  Florida
February  21,  2003

                                      F-2
<PAGE>

                     (DELOITTE & TOUCHE COMPANY LETTERHEAD)

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and
Shareholders of Nimbus Group, Inc.:

We  have  audited  the  accompanying consolidated balance sheet of Nimbus Group,
Inc.  (the  "Company") and subsidiaries as of December 31, 2001, and the related
consolidated  statements of operations, stockholders' equity, and cash flows for
each  of  the  two  years  then  ended.  These  financial  statements  are  the
responsibility  of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In  our  opinion,  such consolidated financial statements present fairly, in all
material  respects,  the  financial  position  of the Company as of December 31,
2001,  and  the results of their operations and their cash flows for each of the
two  years  then  ended,  in  conformity  with  accounting  principles generally
accepted  in  the  United  States  of  America.

The  accompanying  consolidated 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  has  a deficiency in working
capital,  incurred losses since inception, and its ability to ultimately develop
profitable  operations  is  dependent  on  future  events,  including  obtaining
financing  adequate  to support the Company's cost structure and business plans.
Such  matters raise substantial doubt about the Company's ability to continue as
a  going  concern. Management's plans concerning these matters are also describe
in  Note  2.  The financial statements do not include any adjustments that might
result  from  the  outcome  of  these  uncertainties.

/s/ DELOITTE & TOUCHE LLP

March 20, 2002

(DELOITTE TOUCHE TOHMATSU FOOTER)

                                      F-3
<PAGE>

<TABLE>
<CAPTION>
                     Taylor Madison Corp. and Subsidiaries
                          Consolidated Balance Sheets


                                                                        June 30,       June 30,
                                                                          2004           2003
                                                                     --------------  -------------
<S>                                                                       <C>            <C>
                                     ASSETS
Current assets:
Cash and cash equivalents                                            $        2,759   $       354
Accounts receivable                                                               -       150,000
Shareholder receivable                                                        4,835        20,123
Prepaid expenses and other current assets                                    70,300         7,300
                                                                     --------------  -------------

Total current assets                                                         77,894       177,777
                                                                     --------------  -------------

Total assets                                                                77,894   $    177,777
                                                                     ==============  =============


               LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)

Current liabilities:
Accounts payable                                                     $      132,850   $   277,418
Accrued payroll and other expenses                                          385,950       100,218
Income tax payable                                                           29,120             -
Loan payable - related party                                                165,000       100,000
                                                                     --------------  -------------

Total current liabilities                                                   712,920       477,636
                                                                     --------------  -------------

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 and 7,438,889 shares issued and oustanding, respectively            8,861         7,439
Additional paid-in capital                                               11,163,734    10,988,796
Accumulated deficit                                                     (11,807,621)  (11,296,094)
                                                                     --------------  -------------
Total shareholders' equity (deficiency)                                    (635,026)     (299,859)
                                                                     --------------  -------------

Total liabilities and shareholders' equity (deficiency)                      77,894   $   177,777
                                                                     ==============  =============
</TABLE>

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

                                      F-4
<PAGE>

<TABLE>
<CAPTION>
                                  Taylor Madison Corp. and Subsidiaries
                                  Consolidated Statements of Operations


                                              For the    For the Six   For the Six     For the       For the
                                            Year Ended  Months Ended  Months Ended   Year Ended    Year Ended
                                              June 30,     June 30,      June 30,     December 31,  December 31,
                                               2004         2003          2002           2002           2001
                                           ----------   ----------     -----------   -----------    -----------
                                                                       (unaudited)
<S>                                             <C>          <C>          <C>           <C>           <C>


Net royalty revenues                       $   25,867   $        -     $         -   $         -   $         -
Licensing fees                                150,000      100,000               -             -             -
Sales of products                              28,738            -               -             -             -
                                           ----------   ----------     -----------   -----------    -----------
Total revenues                                204,605      100,000               -


Operating expenses:
  General and administrative expenses         689,463      184,521               -             -             -
  Royalties                                    30,000       30,000               -             -             -
                                           ----------   ----------     -----------   -----------    -----------

Total operating expenses                      719,463      214,521               -             -             -
                                           ----------   ----------     -----------   -----------    -----------

Net loss from operations                     (514,858)    (114,521)              -             -             -


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

Net loss from continuing operations          (511,527)    (112,457)              -             -             -

Discontinued Operations:
  Gain (Loss) from discontinued operations          -    1,549,904      (1,352,151)   (1,808,587)   (4,050,306)
                                           ----------   ----------     -----------   -----------    -----------

Net gain (loss)                            $ (511,527)  $1,437,447     $(1,352,151)  $(1,808,587)  $(4,050,306)
                                           ==========   ==========     ===========   ===========    ===========
Basic and diluted loss
per common share
from continuing operations                      (0.06)       (0.02)              -             -             -

Basic and diluted gain (loss)
per common share
from discontinued operations                        -         0.21           (0.18)        (0.24)        (0.54)
                                           ----------   ----------     -----------   -----------    -----------
Basic and diluted loss
per common share                           $    (0.06)  $     0.19     $     (0.18)  $     (0.24)  $     (0.54)
                                           ==========   ==========     ===========   ===========    ===========
Weighted average number
of common shares outstanding                8,266,047    7,438,889       7,438,889     7,438,889     7,438,889
                                           ==========   ==========     ===========   ===========    ===========
</TABLE>

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

                                      F-5
<PAGE>

<TABLE>
<CAPTION>
                            Taylor Madison Corp. and Subsidiaries
                 Consolidated Statement of Stockholders' (Deficiency) Equity
         For the year ended June 30, 2004 and the six month period ended June30, 2003


                                  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  $(12,733,541)  $(1,737,306)

Net income                                                           1,437,447     1,437,447
                            ----------  -----------  -----------  -------------  ------------

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

Stock options issued                                      25,000                      25,000

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                                                              (511,527)     (511,527)
                            ----------  -----------  -----------  -------------  ------------

Balance June 30, 2004       8,860,889   $    8,861   $11,163,734  $(11,807,621)  $  (635,026)
                            ==========  ===========  ===========  =============  ============
</TABLE>

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

                                      F-6
<PAGE>

<TABLE>
<CAPTION>
                                                    Taylor Madison Corp. and Subsidiaries
                                Consolidated Statements of Changes in Shareholders' (Deficiency) Equity
                                        For the six month period ended June 30, 2003, and 2002


                                                                          Additional
                                            Common Stock                    Paid-in               Accumulated
                                                      Amount                Capital                 Deficit              Total
                                       ---------      ---------            ----------            -----------           -----------
<S>                                      <C>           <C>                    <C>                     <C>                  <C>
Balance at June 30, 2000               7,438,889      $   7,439           $10,988,796           $ (2,941,987)         $ 8,054,248
Net loss for the six month period
 ending December 31, 2000                     -               -                     -             (3,896,017)          (3,896,017)
Net loss for the six month period
 ending June 30, 2001 (unaudited)             -               -                     -             (2,392,325)          (2,392,325)
                                       ---------      ---------            ----------            -----------           -----------
Balance at June 30, 2001 (unaudited)   7,438,889          7,439            10,988,796             (9,230,329)           1,765,906
Net loss for the six month period
 ending December 31, 2001 (unaudited)         -               -                     -             (1,694,625)          (1,694,625)
Net loss for the six month period
 ending June 30, 2002                         -               -                     -             (1,352,151)          (1,352,151)
                                       ---------      ---------            ----------            -----------           -----------
Balance at June 30, 2002 (unaudited)   7,438,889          7,439            10,988,796            (12,277,105)          (1,280,870)
Net loss for the six month period
 ending December 31, 2002                     -               -                     -               (456,436)            (456,436)
Net income for the six month period
 ending June 30, 2003                         -               -                     -              1,437,447            1,437,447
                                       ---------      ---------            ----------            -----------           -----------
Balance at June 30, 2003               7,438,889      $   7,439           $10,988,796           $(11,296,094)         $  (299,859)
                                       =========      =========            ==========            ===========           ===========
</TABLE>

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

                                      F-7
<PAGE>

<TABLE>
<CAPTION>
                                              Taylor Madison Corp. and Subsidiaries
                            Consolidated Statements of Changes in Shareholders' (Deficiency) Equity
                                          For the years ended December 31, 2002 and  2001


                                            Common Shares                  Additional
                                           --------------                    Paid-in            Accumulated
                                        Shares          Amount               Capital               Deficit               Total
                                      ---------       ---------           -----------           ------------          ------------
<S>                                      <C>             <C>                  <C>                    <C>                  <C>
Balance at December 31, 2000          7,438,889       $   7,439           $10,988,796           $ (6,874,648)         $ 4,121,587
Net loss for the year ended
December 31, 2001                             -               -                     -             (4,050,306)          (4,050,306)
                                      ---------       ---------           -----------           ------------          ------------
Balance at December 31, 2001          7,438,889           7,439            10,988,796            (10,924,954)              71,281
Net loss for the year ended
December 31, 2002                             -               -                     -             (1,808,587)          (1,808,587)
                                      ---------       ---------           -----------           ------------          ------------
Balance at December 31, 2002          7,438,889       $   7,439           $10,988,796           $(12,733,541)         $(1,737,306)
                                      =========       =========           ===========           ============          ============
</TABLE>


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

                                      F-8
<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>                     <C>
Cash flows from operating activities:
  Net loss                                       $(511,527)               $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                        (338,955)                 (500,054)
                                                 ---------                -----------
Cash flows from financing activities:
  Proceeds from issuance of stock                  176,360                         -
  Loans                                            165,000                         -
                                                 ---------                -----------
      Net cash provided by financing activities    341,360                         -
                                                 ---------                -----------
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.

                                      F-9
<PAGE>

<TABLE>
<CAPTION>
                     Taylor Madison Corp. and Subsidiaries
                     Consolidated Statements of Cash Flows


                                                            For the six-months
                                                              ended June 30,
                                                ------------------------------------------
                                                    2003                         2002
                                                -------------                -------------
                                                                               Unaudited
<S>                                                  <C>                          <C>
Cash flows from operating activities:
Net income (loss)                                $  1,437,477                  $(1,352,151)
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Depreciation and amortization                              -                      252,734
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                                 (100,546)                     (47,981)
Shareholder receivables                               35,298                        5,261
Inventory                                            121,236                     (104,865)
Prepaid expenses and other current assets             55,202                       79,933
Other assets                                           6,854                        4,024
Accounts payable                                    (430,734)                     299,730
Accrued expenses                                    (130,021)                    (127,669)
Amounts due to related party                               -                      724,790
Deferred revenue                                      90,897                      (43,581)
                                                -------------                -------------
Net cash used in operating activities               (500,054)                    (309,775)
                                                -------------                -------------
Cash flows from investing activities:
Purchase of property and equipment                         -                      (39,448)
                                                -------------                -------------
Net cash used in investing activities                      -                      (39,448)
                                                -------------                -------------
Net decrease in cash and cash equivalents           (500,054)                    (349,223)
Cash and cash equivalents at beginning of period     500,408                      379,775
                                                -------------                -------------
Cash and cash equivalents at end of period       $       354                   $   30,552
                                                =============                =============

Supplemental cash flow information

No amounts were paid for income taxes of the six months period ended June 30, 2003, 2002,
and 2001. During the six months period ended June 30, 2003 a loan payable and accounts payable
totaling $2,506,110 were extinguished in a non cash transaction.
</TABLE>

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

                                      F-10
<PAGE>

<TABLE>
<CAPTION>
                              Taylor Madison Corp. and Subsidiaries
                              Consolidated Statements of Cash Flows

                                                                 For the                   For the
                                                                year ended               year ended
                                                             December 31, 2002        December 31, 2001
                                                             ----------------          ----------------
<S>                                                                 <C>                       <C>
Cash flows from operating activities:
  Net loss                                                   $    (1,808,587)          $    (4,050,306)
  Adjustments to reconcile net loss to net cash
  used in operating activities:
    Depreciation and amortization                                          -                   463,349
    Provision for impairment of long lived assets                    278,983                    41,510
    Amortization of stock purchase warrants                                -                         -
    Inventory write down                                                   -                         -
    Fair value of warrants issued to consultants                           -                         -
  Change in operating assets and liabilities:
    Accounts receivable                                                2,187                    48,482
    Shareholder receivables                                            3,630                   115,122
    Inventory                                                        588,093                 2,226,426
    Prepaid expenses and other current assets                         96,682                   333,091
    Other assets                                                       1,955                     1,713
    Accounts payable                                                  34,625                    34,196
    Accrued expenses                                                (116,114)                  (31,563)
    Amounts due related party                                      1,140,256                   754,362
    Deferred revenue                                                 (57,538)                 (474,095)
                                                             ----------------          ----------------
        Net cash provided by (used in)operating activities           164,172                  (537,713)
                                                             ----------------          ----------------

Cash flows from investing activities:
  Purchase of property and equipment                                 (43,539)                 (168,661)
                                                             ----------------          ----------------
        Net cash used in investing activities                        (43,539)                 (168,661)
                                                             ----------------          ----------------
Cash flows from financing activities:
  Proceeds from issuance of common stock                                   -                         -
  Borrowings from affiliate                                                -                         -
  Payments on borrowings to affiliate                                      -                         -
  Payments for offering costs                                              -                         -
                                                             ----------------          ----------------
        Net cash provided by financing activities                          -                         -
                                                             ----------------          ----------------
Net increase (decrease) in cash and cash equivalents                 120,633                  (706,374)
Cash and cash equivalents at beginning of year                       379,775                 1,086,149
                                                             ----------------          ----------------
Cash and cash equivalents at end of year                     $       500,408           $       379,775
                                                             ================          ================
</TABLE>

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

                                      F-11
<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

                                      F-12
<PAGE>

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  $100,000  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 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.

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  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.

                                      F-13
<PAGE>

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.  There is substantial doubt
about  the Company's 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.  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.  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.  Lallouz'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.

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.

                                      F-14
<PAGE>

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.

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.

                                      F-15
<PAGE>

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                                  $  (511,527)     $  1,437,447
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)                                        (555,527)     $  1,365,715
                                                                    ===========      ============

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>

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

                                      F-16
<PAGE>

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.

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:

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

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.

                                                           2004          2003
                                                           ----          ----
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)      540,922
                                                        --------     ---------

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

                                      F-17
<PAGE>

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. as
licensees  of  the  Cara Mia brand (which we subsequently sublicensed to Victory
International  LLC).  Further,  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 Officer.

                                      F-18
<PAGE>

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 2,500,000 shares of preferred convertible
stock  or  a  cash  payment of $500,000 is not related to the Cara Mia licensing
agreement,  but  rather  to  the  purchase  option  only.  This  option  was not
exercised  by  the  Company.  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.

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

                                      F-19
<PAGE>

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.

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>

A summary of the status of the Company's Amended Option Plan as of June 30, 2004
and  2003  and  December  31,  2002  and  2001  is  presented  below:

<TABLE>
<CAPTION>
                                                   Weighted-Average
                                         Shares     Exercise Price
                                      ----------   ---------------
<S>                                       <C>            <C>
Outstanding on December 31, 2000         895,000   $          5.94
Granted                                2,149,650   $          0.93
Exercised                                      -   $             -
Forfeited                                (67,050)  $          4.40

                                      F-20
<PAGE>

Outstanding on December 31, 2001       2,977,600   $          2.35
Granted                                        -   $             -
Exercised                                      -   $             -
Forfeited                               (973,050)  $          1.45

Outstanding on December 31, 2002       2,004,550   $          2.67
Granted                                  742,000   $          0.08
Exercised                                      -   $             -
Forfeited                             (2,004,550)  $          2.67

Outstanding on June 30, 2003             742,000                 -
Granted                                1,046,000   $          0.24
Exercised                               (742,000)  $          0.08
Forfeited                                      -   $             -

Outstanding on June 30, 2004           1,046,000   $          0.24

</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.  A charge of $25,000 was recorded with respect to
the  options  issued  for  the  year  ended  June  30,  2004.

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                       100.9%          239.5%
risk-free  interest  rate                    3.5%            3.5%
Dividend  yield                              0.0%            0.0%
Expected  life                            2.67 years       2 years
</TABLE>

The  fair  value of each option grant 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 2002 and 2001:

                                      F-21
<PAGE>

<TABLE>
<CAPTION>
                                             2002           2001
                                         -----------    -----------
<S>                                          <C>             <C>
Expected  volatility                        217.1%          226.3%
risk-free  interest  rate                     3.5%            3.5%
Dividend  yield                               0.0%            0.0%
Expected  life                             5  years       5  years
</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     ($511,527)          $1,437,447
Proforma  net  income  (loss)         ($530,527)          $1,365,715
Earning  per  share  as  reported        ($0.06)          $     0.19
Earning  per  share  proforma            ($0.07)          $     .019
</TABLE>

<TABLE>
<CAPTION>
                                      Unaudited                 Unaudited
                                   For period ended          For period ended
                                    June  30,  2002           June  30,  2001
                                   ----------------          ----------------
<S>                                       <C>                       <C>
Net  Income/Loss  As  Reported     $     (1,352,151)         $     (2,356,681)
Proforma
Diluted  Net  Income/Loss
As  Reported                       $          (0.18)         $          (0.32)
</TABLE>

<TABLE>
<CAPTION>
                                         For the             For the
                                       year ended           year ended
                                    December 31, 2002    December 31, 2001
                                    -----------------    -----------------
<S>                                        <C>                  <C>
Net Loss:
  As reported                       $      (1,808,587)   $      (4,050,306)
  Proforma                                 (2,845,929)          (5,018,442)


Diluted net loss per common share
  As reported                       $           (0.24)   $           (0.54)
  Proforma                                      (0.38)               (0.67)


Net loss as reported                       (1,808,587)
SFAS comp expense                          (1,037,342)
Pro-forma net loss                         (2,845,929)
                                    -----------------


Weighted avg shares o/s                     7,438,889
Pro-forma loss per share                        (0.38)
</TABLE>

                                      F-22
<PAGE>

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.

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.

                                      F-23
<PAGE>

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.

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.

                                      F-24
<PAGE>

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:

On  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.

   * As  of  the  date  of  this filing, DELOITTE & TOUCHE LLP has not given the
company  permission  to include its Independent Auditors' Report dated March 20,
2002  in  this  10-K/A  of  Telzuit  Medical Technologies, Inc., formerly Taylor
Madison  Corp.  (File  No. 001-15034).   With regard to financial information in
this  filing for fiscal year ended December 31, 2001, you should also review the
financial  statements  (including  the  footnotes)  in the Independent Auditors'
Report  dated  March  20,  2002 in Telzuit Medical Technologies, Inc.'s 10-K for
fiscal  year  ended  December  31,  2001, filed with the Securities and Exchange
Commission  on  April  1,  2002.

                                      F-25
<PAGE>

ITEM  9.   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) or Item
304(a)(1)(v)  of   Regulation  S-K  in connection with the change in accountants
from  Berkovitz  to  RCH  or  from  RCH  to  DYM.

ITEM  9A.   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  9B.   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.

                                      -19-
<PAGE>

                                    PART III.

ITEM  10.   DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

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.

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

                                      -20-
<PAGE>

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  MiamiMr. 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.

                                      -21-
<PAGE>

SECTION  16(a)  BENEFICIAL  OWNERSHIIP  REPORTING  COMPLIANCE

Section  16(a) of the Exchange Act requires the Company's executive officers and
directors,  and  persons  who own more than ten percent of a registered class of
the  Company's  equity  securities,  to file reports of ownership and changes in
ownership  with the SEC and the National Association of Securities Dealers, Inc.
Executive  officers,  directors  and  greater  than ten percent shareholders are
required  by  the Exchange Act to furnish the Company with copies of all Section
16(a)  forms  they  file.

Based  solely  on  a review of the copies of such forms furnished to the Company
and  written representations that no Forms 5 were required, the Company believes
that,  during  the  fiscal  year  ended  June 30, 2004, its directors, executive
officers  and  greater  than  ten  percent  beneficial  owners complied with all
applicable  Section  16(a)  filing  requirements.

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 Board of
Directors  believes  that  Mr.  Raper  qualifies  as  a  financial expert and is
"independent" within the meaning of applicable regulatory guidelines.  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.

CODE  OF  ETHICS

We  have  not  adopted  a corporate code of ethics that applies to our principal
executive  officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions in that our sole officer and
director  had  served  in  all  the  above  capacities.  The new management team
elected  on  May  6,  2005  anticipates  adopting  a  code  of  ethics.

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.

                                      -22-
<PAGE>

ITEM  11.   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."


<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
</TABLE>

(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.

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.

                                      -23-
<PAGE>

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.

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 Unexercised
                              Options at June 30, 2003    Value of Unexercised in-the-money
                                                               Options at June 30, 2003
<S>                           <C>           <C>               <C>             <C>
      Name                Exercisable   Unexercisable      Exercisable    Unexercisable
      Donald Moore          371,000          -               $51,940            -
      Timothy Hart          371,000          -               $51,940            -
</TABLE>

                                      -24-
<PAGE>

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        Expiration
 Name              Options Granted           Period                Price            Date
<S>                      <C>                   <C>                  <C>              <C>
 Donald Moore          375,000                 36%               $  .215          04/01/2008
 Timothy Hart          300,000                 29%               $  .215          04/01/2008
</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.

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

                                      -25-
<PAGE>

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.

                                      -26-
<PAGE>

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.

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.

                                      -27-
<PAGE>

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

ITEM  12.   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
                           --------------------------------
       <S>                                                            <C>            <C>
      Name of Beneficial Owner                                       Number       Percentage
      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%
</TABLE>

(1)  Includes  1,200,000  shares purchased by Mr. Lallouz for $60,000 which have
not  been issued.  Also includes shares owned by ZTZ Trust, an entity controlled
by  Lucien  Lallouz.

(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.

ITEM  13.   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.

                                      -28-
<PAGE>

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 Officer.  Mr. Lallouz was
appointed  Chief  Executive  Officer  and  director of the Company following the
execution of the agreement.  The 2,500,000 shares of preferred convertible stock
or  a  cash  payment  of  $500,000  is  not  related  to  the Cara Mia licensing
agreement,  but  rather  to  the  purchase  option  only.  This  option  was not
exercised  by  the  Company.  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.

                                      -29-
<PAGE>

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  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.

                                     PART IV

ITEM  15.  EXHIBITS  AND  FINANCIAL  STATEMENT  SCHEDULES

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

Exhibit  No.     Description  of  Exhibit
------------     ------------------------

3.01             Articles  of  Incorporation.*
3.02             Bylaws.*

                                      -30-
<PAGE>

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 and Chief
                 Financial Officer pursuant  to Section  302.***
32.1             Section  906  Certification  by  Chief Executive Officer and
                 Chief Financial  Officer.***
99.1             Status Of Independent Auditor's Report.***

*    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

***  Filed herewith.

(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

                                      -31-
<PAGE>

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.

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.

                                   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 February 8, 2006.

                              Telzuit  Medical  Technologies,  Inc.


                              By:  /s/ Donald Sproat
                                   ------------------------------------------
                                   Donald  Sproat
                                   President,  Chief  Executive  Officer  and
                                   Chief  Financial  Officer

                                      -32-
<PAGE>