Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Taylor Consulting, Inc.
1773 Westborough Dr.
Suite 101
Katy, TX 77449
_______________________________
817-368-8000
swheeler163@gmail.com
SIC Code: 8741
Annual Report
For the Period Ending: March 31, 2022
(the "Reporting Period")
As of March 31, 2022, the number of shares outstanding of our Common Stock was: 53,182,404
As of December 31, 2021, the number of shares outstanding of our Common Stock was: 10,982,404
As of September 30, 2021, the number of shares outstanding of our Common Stock was: 10,982,404
As of June 30, 2021, the number of shares outstanding of our Common Stock was: 10,982,404
As of March 31, 2021, the number of shares outstanding of our Common Stock was: 10,982,404
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):
Yes: ☐ No: ☒
Indicate by check mark whether the company's shell status has changed since the previous reporting period:
Yes: ☐ No: ☒
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
Yes: ☒ | No: ☐ |
- Name and address(es) of the issuer and its predecessors (if any)
1 "Change in Control" shall mean any events resulting in:
- Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
- The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
- A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
- The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 1 of 10 |
In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.
N/A
The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):
N/A
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:
N/A
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
Effective March 30, 2022, Taylor Consulting acquired 100% of the outstanding equity interest of Gordon Industries, LLC in exchange for 40,000,000 newly issued shares of Taylor common stock.
The Transferred Interest from Gordon Industries, LLC to Taylor Consulting, Inc. includes all of Gordon Industries, LLC right, title and interest in and to the assets listed below, along with the operational responsibilities and those respective vendor and/or creditor liabilities that pre-dated this Effective Date:
- Stock Sale Agreement of Brown Industrial Gas, Inc. from AMIBA Energy, LLC to Gordon Industries, LLC, with an Effective Date of 01 Sept. 2020;
- Assignment of 100% Membership Interest in Buffalo Brazos Pipeline, LLC by Arkose Energy Corp. to Gordon Industries, LLC, with an Effective Date of 01 Sept 2020;
- Stock Sale Agreement of Canadian River Trading Company Il from Ian B. Acrey to Gordon Industries, LLC with an Effective Date Of 31 Dec. 2020;
- Pw-chaseAnd Sale Agreement ("PSA") between Liberty Energy Future Holdings, LLC and Gordon Industries MGMT & Property Co., LLC a Texas subsidiary of Gordon Industries, LLC executed on or about 20 Aug 2021;
- Warranty Deed with Vendor's Lien recorded between KB Land Development, LLC and Gordon Industries MGMT & Property Co., LLC a Texas subsidiary of Gordon Industries, LLC on or about 04 Oct 2021, along with that respective PSA and Promissory Note(s);
- Assignment of 100% Membership Interest in Petrolia Group, L.L.C. to Gordon Industries LLC, with an Effective Date of 29 0ct. 2021;
The address(es) of the issuer's principal executive office:
1773 Westborough Dr. Suite 101 Katy, TX 77449
The address(es) of the issuer's principal place of business:
Check box if principal executive office and principal place of business are the same address: ☐
1773 Westborough Dr. Suite 101 Katy, TX 77449
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?
Yes: ☐ | No: ☒ |
If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 2 of 10 |
N/A | |||
2) | Security Information | ||
Trading symbol: | TAYO | ||
Exact title and class of securities outstanding: | Taylor Consulting, Inc. (Common Stock) | ||
CUSIP: | 87690J100 | ||
Par or stated value: | .000001 | ||
Total shares authorized: | 90,000,000 | as of date: 3/31/2022 | |
Total shares outstanding: | 53,182,404 | as of date: 3/31/2022 | |
Number of shares in the Public Float2: | 5,272,317 | as of date: 3/31/2022 | |
Total number of shareholders of record: | 53,182,404 | as of date: 3/31/2022 |
All additional class(es) of publicly traded securities (if any):
Trading symbol: | |||||
Exact title and class of securities outstanding: | N/A | ||||
CUSIP: | |||||
Par or stated value: | |||||
Total shares authorized: | as of date: | ||||
Total shares outstanding: | as of date: | ||||
Transfer Agent | |||||
Name: | Action Stock Transfer | ||||
Phone: | 801-274-1088 | ||||
Email: | jb@actionstocktransfer.com | ||||
Address: 2469 E. Fort Union Blvd., Suite 214, Salt Lake City, Utah 84121 | |||||
Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒ | No: ☐ |
- Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐
- "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
- To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 3 of 10 |
Shares Outstanding as of Second Most Recent | ||||||||||
Fiscal Year End | Opening Balance: | *Right-click the rows below and select "Insert" to add rows as needed. | ||||||||
Date 3/31/2021 | Common: | |||||||||
10,982,404 | Preferred: | |||||||||
1,000,000 | ||||||||||
Date of | Transaction type | Number of | Class of | Value of | Were | Individual/ Entity Shares | Reason for | Restricted or | Exemption or | |
Transaction | (e.g. new | Shares Issued | Securities | shares | the | were issued to (entities | share | Unrestricted | Registration | |
issuance, | (or cancelled) | issued | shares | must have individual | issuance | as of this | Type. | |||
cancellation, | ($/per | issued | with voting / investment | (e.g. for | filing. | |||||
shares returned | share) at | at a | control disclosed). | cash or debt | ||||||
to treasury) | Issuance | discou | conversion) | |||||||
nt to | -OR- | |||||||||
market | Nature of | |||||||||
price at | Services | |||||||||
the | Provided | |||||||||
time of | ||||||||||
issuan | ||||||||||
ce? | ||||||||||
(Yes/N | ||||||||||
o) | ||||||||||
3/30/2022 | New Issuance | 36,000,000 | Common | 0.000001 | No | Entity: | Merger | Restricted | Registration | |
Reveille Capital, LLC: | ||||||||||
Daniel Lee Ritz III | ||||||||||
& Zane Russell | ||||||||||
3/30/2022 | New Issuance | 2,000,000 | Common | 0.000001 | No | Individual: | Merger | Restricted | Registration | |
Russel Everett Ritz | ||||||||||
3/30/2022 | New Issuance | 1,000,000 | Common | 0.000001 | No | Entity: | Merger | Restricted | Registration | |
BWREG, LLC: | ||||||||||
Thomas Craig Takacs | ||||||||||
3/30/2022 | New Issuance | 1,000,000 | Common | 0.000001 | No | Individual: | Merger | Restricted | Registration | |
Thomas Craig Takacs | ||||||||||
3/30/2022 | New Issuance | 1,000,000 | Common | 0.000001 | No | Individual: | Bonus | Restricted | Registration | |
Scott Wheeler | Payment | |||||||||
3/30/2022 | New Issuance | 1,000,000 | Common | 0.000001 | No | Entity: | Bonus | Restricted | Registration | |
Hampton Bay | Payment | |||||||||
Trading Corp. | ||||||||||
Robert Sonfield | ||||||||||
3/30/2022 | New Issuance | 200,000 | Common | 0.000001 | No | Individual: | Bonus | Restricted | Registration | |
Jennifer Abney | Payment | |||||||||
Zimmerman | ||||||||||
Shares Outstanding on Date of This Report: | ||||||||||
OTC Markets Group Inc. | ||||||||||
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 4 of 10 |
Ending Balance: | Ending | Balance | ||
Date 3/31/2022 | Common: 53,182,404 | |||
Preferred: 1,000,000 |
Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended June 30, 2021, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2019 through June 30, 2021 pursuant to the tabular format above.
Use the space below to provide any additional details, including footnotes to the table above:
B. Debt Securities, Including Promissory and Convertible Notes
Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.
Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☐
Date of | Outstan | Principal | Interest | Maturity | Conversion Terms (e.g. | Name of | Reason for Issuance |
Note | ding | Amount at | Accrued | Date | pricing mechanism for | Noteholder | (e.g. Loan, Services, |
Issuance | Balance | Issuance | ($) | determining conversion | (entities must have | etc.) | |
($) | ($) | of instrument to shares) | individual with | ||||
voting / investment | |||||||
control disclosed). | |||||||
06/30/2015 | 271,712 | 113,806 | 157,906 | 6/30/2017 | Convertible 5 shares of | Vista View Ventures, | Indirect payment |
Common for every $1 | Inc. | corporate liabilities and | |||||
owed in principal and | Contact: Robert | billed professional | |||||
interest | services | ||||||
Wilson @ (281) 770- | |||||||
9270 | |||||||
09/30/2014 | 642,630 | 249,565 | 393,065 | 9/30/2016 | Convertible 12 shares of | Vista View Ventures, | Indirect payment |
Common for every $1 | Inc. | corporate liabilities and | |||||
owed in principal and | Contact: Robert | billed professional | |||||
interest | services | ||||||
Wilson @ (281) 770- | |||||||
9270 | |||||||
12/31/2015 | 223,682 | 105,885 | 117,797 | 12/31/2018 | Convertible 9 shares of | Vista View Ventures, | Indirect payment |
Common for every $1 | Inc. | corporate liabilities and | |||||
owed in principal and | Contact: Robert | billed professional | |||||
interest | services | ||||||
Wilson @ (281) 770- | |||||||
9270 | |||||||
Use the space below to provide any additional details, including footnotes to the table above:
Note:Conversion price $.03, $.20, $.01
- Financial Statements
-
The following financial statements were prepared in accordance with:
☒ U.S. GAAP
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 5 of 10 |
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Taylor Consulting Inc. published this content on 18 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 August 2022 18:43:03 UTC.