SecProbe.io

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      Mail Stop 4561
									May 26, 2005

Mr. Don Sproat
Chief Executive Officer and Chief Financial Officer
Taylor Madison Corp.
5422 Carrier Drive
Suite 306
Orlando, FL 32819

      Re:	Taylor Madison Corp.
		Form 10-KSB for the year ended June 30, 2004
		Filed October 19, 2004
      File No. 001-15034

Dear Mr. Sproat:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. Please revise your filing to use Form 10-K.  The determination
as
to the reporting category (small business issuer or other) made by
a
reporting company at the end of its fiscal year governs all
reports
relating to the next fiscal year.  An issuer may not change from
one
category to another for purposes of Exchange Act reporting within
a
single fiscal year.  Refer to Item 10(a)(2)(v) of Regulation S-B.

2. Please correct the Commission File No. on the cover of the
filing.
The correct No. is 001-15034.

Item 7 Financial Statements, page 13
3. Please revise the Consolidated Statement of Operations,
Consolidated Statement of Stockholder`s Equity, and Consolidated
Statements of Cash Flows to present data for three full fiscal
years
in accordance with Article 3 of Regulation S-X.  Please revise to
provide the following periods due to the transition period in
2003:
* For the year ended June 30, 2004;
* For the six months ended June 30, 2003 and June 30, 2002;
* For the years ended December 31, 2002 and December 31, 2001
Corresponding revisions should be made to Management`s Discussion
and
Analysis or Plan of Operation.

Note 2 - Significant Accounting Policies

Basis of Presentation, page 18
4. Please revise to provide additional disclosure regarding the
possible effects of the conditions giving rise to the substantial
doubt about the entity`s ability to continue as a going concern,
management`s evaluation of the significance of the conditions and
any
mitigating factors, possible discontinuance of operations, and
management`s future plans.  For reference see AU Section 341.10.

Revenue Recognition, page 19
5. Please tell us what consideration you gave to EITF 99-19 when
accounting for the revenue and related costs of sales in the drop-
ship transaction on a gross basis in the Statement of Operations.
Per EITF 99-19 and Question 10 of SAB 101 Topic 13-A, if the
company
performs as an agent or broker without assuming the risks and
rewards
of ownership of the goods, sales should be reported on a net
basis.
Please advise or revise as necessary.
6. We note from your disclosure on pages four and 21 that the
transaction with Omniscent Corp. to acquire the rights to the Cara
Mia brand did not close and the two companies agreed not to pursue
the agreement.  In this regard, please explain how you had the
authority to enter into a sublicense agreement and subsequently
recognize revenue from Victory International (USA) LLC.  In
addition,
advise us of how you accounted for the $200,000 advance from
Victory.
Please cite relevant accounting literature.
7. You disclose that revenues are recognized ratably over the term
of
the agreement as earned.  We note that the royalties negotiated in
some of your contracts (including the Victory agreement) are based
upon a percentage of sales.  Please advise us of your methodology
for
recognizing variable revenue ratably over the course of a
contract.
Do you recognize revenue based upon an estimate of sales to be
generated over the contract`s life?  In addition, please expand
your
disclosure to explain the difference between royalty revenues and
licensing fees, distinguishing between the methods used to
recognize
each of these types of revenue, if different.  Please provide us
with
the accounting literature that you are relying upon, and we may
have
further comment.

Note 6 - Stock Option Plan, page 22
8. Please expand and revise the stock option plan note to include:
* All of the disclosures required by paragraphs 47 (a) and (b) of
SFAS 123.
* The significant assumptions used to estimate the fair value of
options granted as required by paragraph 47(c) of SFAS 123.

In addition, we note that data presented in the pro forma table on
page 23 does not agree to amounts reported on the income statement
and pro forma disclosures found on page 19.  Please revise as
necessary.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filing.

      You may contact Jessica Barberich at (202) 551-3782 or
Kristi
Beshears at (202) 551-3429 if you have questions regarding
comments
on the financial statements and related matters.

								Sincerely,

      Kristi Beshears			Staff Accountant

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Mr. Don Sproat
Taylor Madison Corp.
May 26, 2005
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