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|
Delaware
|
76-0736467
|
|
(State
or other jurisdiction of incorporation or
|
(IRS
Employer Identification No.)
|
|
organization)
|
|
|
122
Ocean Park Blvd., Suite 307
|
|
|
Santa Monica, CA
|
90405
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
Large
Accelerated
Filer
¨
|
Accelerated
Filer
¨
|
Non-Accelerated
Filer
¨
(Do
not check if a
smaller
reporting company)
|
Smaller
Reporting Company
þ
|
|
PART
I
|
|||
|
ITEM
1.
|
BUSINESS
|
3
|
|
|
ITEM
1A.
|
RISK
FACTORS
|
9
|
|
|
ITEM
1B.
|
UNRESOLVED
STAFF COMMENTS
|
13
|
|
|
ITEM
2.
|
PROPERTIES
|
13
|
|
|
ITEM
3.
|
LEGAL
PROCEEDINGS
|
14
|
|
|
ITEM
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
14
|
|
|
PART
II
|
|||
|
ITEM
5.
|
MARKET
FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
|
14
|
|
|
ITEM
6.
|
SELECTED
FINANCIAL DATA
|
15
|
|
|
ITEM
7.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
|
15
|
|
|
ITEM
7A.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
17
|
|
|
ITEM
8.
|
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
|
17
|
|
|
ITEM
9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
28
|
|
|
ITEM
9A(T).
|
CONTROLS
AND PROCEDURES
|
28
|
|
|
ITEM
9B.
|
OTHER
INFORMATION
|
29
|
|
|
PART
III
|
|||
|
ITEM
10.
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
29
|
|
|
ITEM
11.
|
EXECUTIVE
COMPENSATION
|
30
|
|
|
ITEM
12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
|
30
|
|
|
ITEM
13.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
|
31
|
|
|
ITEM
14
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
32
|
|
|
PART
IV
|
|||
|
ITEM
15.
|
EXHIBITS,
FINANCIAL STATEMENT SCHEDULES
|
33
|
|
|
SIGNATURES
|
34
|
||
|
ITEM
1.
|
BUSINESS.
|
|
|
12/31/09
|
12/31/08
|
||||||
|
Revenues
|
$ | - | $ | - | ||||
|
Net
Income (Loss)
|
$ | (60,475 | ) | $ | (58,171 | ) | ||
|
Net
Income (Loss) Per Share, Basic and Diluted
|
$ | (0.01 | ) | $ | (0.01 | |||
|
Weighted
Average No. Shares, Basic and Diluted
|
5,199,000 | 5,199,000 | ||||||
|
Stockholders’
Equity (Deficit)
|
$ | (179,812 | ) | $ | (119,337 | ) | ||
|
Total
Assets
|
$ | - | $ | - | ||||
|
Total
Liabilities
|
$ | 130,012 | $ | 69,537 | ||||
|
ITEM
7.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
|
|
Line Item
|
12/31/09
(audited)
|
12/31/08
(audited)
|
Increase
(Decrease)
|
Percentage
Increase
(Decrease)
|
||||||||||||
|
Revenues
|
$ | 0 | $ | 0 | $ | 0 | 0.0 | % | ||||||||
|
Operating
Expenses
|
55,115 | 56,144 | (1,029 | ) | (1.83 | )% | ||||||||||
|
Net
(loss)
|
(60,475 | ) | (58,171 | ) | 2,304 | (3.96 | )% | |||||||||
|
Loss
per share of common stock
|
(0.01 | ) | (0.01 | ) | (0.01 | ) | — | |||||||||
|
December 31, 2009
|
December 31, 2008
|
|||||||
|
ASSETS
|
||||||||
|
TOTAL
ASSETS
|
$ | - | $ | - | ||||
|
LIABILITIES &
STOCKHOLDERS’ DEFICIT
|
||||||||
|
Current
liabilities
|
||||||||
|
Accrued
interest-related party
|
7,386 | 2,027 | ||||||
|
Note
payable—related party
|
122,625 | 67,510 | ||||||
|
Total
liabilities
|
130,012 | 69,537 | ||||||
|
Stockholders’
deficit
|
||||||||
|
Preferred
stock, par value $0.001, 20,000,000 shares authorized, no shares issued
and outstanding at December 31, 2009 and December 31, 2008,
respectively
|
- | - | ||||||
|
Common
stock, par value $0.001, 80,000,000 shares authorized, 5,199,000 shares
issued and outstanding at December 31, 2009 and December 31,
2008, respectively
|
520 | 520 | ||||||
|
Additional
paid-in capital
|
49,280 | 49,280 | ||||||
|
Deficit
accumulated during the development stage
|
(179,812 | ) | (119,337 | ) | ||||
|
Total
stockholders’ deficit
|
(130,012 | ) | (69,537 | ) | ||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$ | - | $ | - | ||||
|
YEAR ENDED DECEMBER 31,
|
FROM INCEPTION(APRIL 15, 2003)
TO
|
|||||||||||
|
2009
|
2008
|
DEC. 31, 2009
|
||||||||||
|
REVENUES
|
$ | — | $ | — | $ | — | ||||||
|
OPERATING
AND EXPENSES:
|
||||||||||||
|
Contributed
rent
|
— | — | 5,400 | |||||||||
|
General
and administrative
|
15,115 | 16,444 | 77,025 | |||||||||
|
Management
Fees—related party
|
40,000 | 40,000 | 90,000 | |||||||||
|
TOTAL
OPERATING EXPENSES
|
55,115 | 56,144 | 172,425 | |||||||||
|
OTHER
EXPENSES:
|
||||||||||||
|
Interest
expense
|
5,360 | 2,027 | 7,387 | |||||||||
|
TOTAL
OTHER EXPENSES:
|
5,360 | 2,027 | 7,387 | |||||||||
|
NET
(LOSS) BEFORE PROVISION FOR INCOME TAXES
|
(60,475 | ) | (58,171 | ) | (179,812 | ) | ||||||
|
Provision
for Income Taxes
|
- | - | - | |||||||||
|
NET
INCOME (LOSS)
|
$ | (60,475 | ) | $ | (58,171 | ) | $ | (179,812 | ) | |||
|
BASIC
AND DILUTED INCOME (LOSS) PER COMMON SHARE
|
||||||||||||
|
Net
income (loss)
|
$ | (0.01 | ) | $ | (0.01 | ) | ||||||
|
WEIGHTED
AVERAGE NUMBER OF
|
||||||||||||
|
SHARES
OUTSTANDING—BASIC AND DILUTED
|
5,199,000 | 5,199,000 | ||||||||||
|
Deficit
|
||||||||||||||||||||
|
|
Accumulated
|
|||||||||||||||||||
|
Common Stock
|
Additional
|
During
|
||||||||||||||||||
|
Shares
|
Par
Value |
Paid-In
Capital
|
Development
Stage
|
Total
|
||||||||||||||||
|
Balance
at April 15, 2003 (inception)
|
— | $ | — | $ | — | $ | — | $ | — | |||||||||||
|
April
2003, common stock sold to an officer ($.0001/share) (Note
2)
|
5,000,000 | 500 | — | — | 500 | |||||||||||||||
|
July
through September 2003, common stock sold through a private offering
($.10/share) (Note 3)
|
139,000 | 14 | 13,886 | — | 13,900 | |||||||||||||||
|
Office
space contributed by an officer (Note 2)
|
— | — | 900 | — | 900 | |||||||||||||||
|
Net
loss
|
— | — | — | (6,668 | ) | (6,668 | ) | |||||||||||||
|
Balance
at December 31, 2003
|
5,139,000 | 514 | 14,786 | (6,668 | ) | 8,632 | ||||||||||||||
|
Office
space contributed by an officer (Note 2)
|
— | — | 1,200 | — | 1,200 | |||||||||||||||
|
Net
loss
|
— | — | — | (10,880 | ) | (10,880 | ) | |||||||||||||
|
Balance
at December 31, 2004
|
5,139,000 | 514 | 15,986 | (17,548 | ) | (1,048 | ) | |||||||||||||
|
Office
space contributed by an officer (Note 2)
|
— | — | 1,200 | — | 1,200 | |||||||||||||||
|
Net
loss
|
— | — | — | (8,746 | ) | (8,746 | ) | |||||||||||||
|
Balance
at December 31, 2005
|
5,139,000 | 514 | 17,186 | (26,294 | ) | (8,594 | ) | |||||||||||||
|
September
2006, common stock sold in private offering ($.50/share) (unaudited) (Note
3)
|
40,000 | 4 | 19,996 | — | 20,000 | |||||||||||||||
|
Office
space contributed by an officer (Note 2)
|
— | — | 1,200 | — | 1,200 | |||||||||||||||
|
Net
loss
|
— | — | — | (13,117 | ) | (13,117 | ) | |||||||||||||
|
Balance
at December 31, 2006
|
5,179,000 | 518 | 38,382 | (39,411 | ) | (511 | ) | |||||||||||||
|
March
2007, common stock sold pursuant to SB-2 registered offering at $.50 per
share (Note 3)
|
20,000 | 2 | 9,998 | — | 10,000 | |||||||||||||||
|
Office
space contributed by an officer
|
— | — | 900 | — | 900 | |||||||||||||||
|
Net
loss
|
— | — | — | (21,755 | ) | (21,755 | ) | |||||||||||||
|
Balance
at December 31, 2007
|
5,199,000 | 520 | 49,280 | (61,166 | ) | (11,366 | ) | |||||||||||||
|
Net
loss
|
— | — | — | (58,171 | ) | (58,171 | ) | |||||||||||||
|
Balance
at December 31, 2008
|
5,199,000 | 520 | 49,280 | (119,337 | ) | (69,537 | ) | |||||||||||||
|
Net
loss
|
— | — | — | (60,475 | ) | (60,475 | ) | |||||||||||||
| 5,199,000 | $ | 520 | $ | 49,280 | $ | (179,812 | ) | $ | (130,012 | ) | ||||||||||
|
YEAR ENDED DEC. 31
|
FROM INCEPTION
(APRIL 15, 2003)
TO
|
|||||||||||
|
2009
|
2008
|
DEC. 31, 2009
|
||||||||||
|
OPERATING
ACTIVITIES:
|
||||||||||||
|
Net
(loss)
|
$ | (60,475 | ) | $ | (58,171 | ) | $ | (179,812 | ) | |||
|
Adjustments to reconcile net
income (loss) to
net cash provided by (used in) operating
activities:
|
||||||||||||
|
Office
space contribution
|
— | — | 5,400 | |||||||||
|
Loss
on website development fees
|
— | — | 2,500 | |||||||||
|
Changes
in operating assets and liabilities:
|
||||||||||||
|
Increase
(decrease) in:
|
||||||||||||
|
Accrued
interest
|
5,360 | 2,027 | 7,386 | |||||||||
|
Accounts
payable
|
- | (4,918 | ) | — | ||||||||
|
NET
CASH (USED IN) OPERATING ACTIVITIES
|
(55,115 | ) | (61,062 | ) | (164,525 | ) | ||||||
|
INVESTING
ACTIVITIES:
|
||||||||||||
|
Payments
for website development
|
— | — | (2,500 | ) | ||||||||
|
NET
CASH USED IN INVESTING ACTIVITIES
|
— | — | (2,500 | ) | ||||||||
|
FINANCING
ACTIVITIES:
|
||||||||||||
|
Proceeds
from note payable-related party
|
55,115 | 56,144 | 122,625 | |||||||||
|
Payments
for officer loan
|
— | (11,100 | ) | — | ||||||||
|
Common
stock issued for cash
|
— | — | 44,400 | |||||||||
|
NET
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
55,115 | 45,044 | 167,025 | |||||||||
|
INCREASE
(DECREASE) IN CASH
|
— | (16,018 | ) | — | ||||||||
|
CASH –
BEGINNING OF PERIOD
|
— | 16,018 | — | |||||||||
|
CASH
– END OF PERIOD
|
$ | — | $ | — | $ | — | ||||||
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||||||
|
Cash
paid for interest
|
$ | — | $ | — | $ | - | ||||||
|
Cash
paid for taxes
|
$ | — | $ | — | $ | - | ||||||
|
|
*
|
Preferred
stock, $0.0001 par value: 20,000,000 shares authorized; -0- shares issued
and outstanding.
|
|
|
*
|
Common
stock, $0.0001 par value: 80,000,000 shares authorized; 5,199,000 shares
issued and outstanding.
|
|
As of 12/31/2009
|
As of 12/31/2008
|
Inception to
12/31/2009
|
||||||||||
|
Principal
balance
|
$ | 122,625 | $ | 67,510 | — | |||||||
|
Interest
expense
|
$ | 5,360 | $ | 2,027 | $ | 7,387 | ||||||
|
Period ended
12/31/2009
|
Period ended
12/31/2008
|
Inception to
12/31/2009
|
||||||||||
|
Management
fees
|
$ | 40,000 | $ | 40,000 | $ | 90,000 | ||||||
|
December 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
U.S.
statutory federal rate
|
15.93 | % | 15.57 | % | ||||
|
State
income tax rate, net of federal benefit
|
7.43 | % | 7.46 | % | ||||
|
Contributed
rent
|
— | % | — | % | ||||
|
Net
operating loss for which no tax benefit is currently
available
|
-23.36 | % | -23.03 | % | ||||
| 0.00 | % | 0.00 | % | |||||
|
ITEM 9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING
AND FINANCIAL
DISCLOSURE
|
|
|
CONTROLS
AND PROCEDURES.
|
|
/S/
Thomas
W. Colligan
|
|
Thomas
W. Colligan
|
|
Chief
Executive Officer
|
|
Name
|
Age
|
Positions
Held
|
|
Thomas
W. Colligan
|
37
|
CEO,
CFO President, Treasurer and Secretary since
2007
|
|
Name
|
Number of
Shares
Beneficially
Owned(1)
|
Percent of
Outstanding
Shares(1)
|
||||||
|
Fountainhead
Capital Management Limited
|
4,350,500 | 83.68 | % | |||||
|
Portman
House
Hue
Street
St
Helier
Jersey
JE4 5RP
|
||||||||
|
La
Pergola Investments Limited
|
769,500 | 14.80 | % | |||||
|
Portman
House
Hue
Street
St
Helier
Jersey
JE4 5RP
|
||||||||
|
Thomas
Colligan
|
0 | 0.00 | % | |||||
|
5528
Westcott Circle
Frederick,
Maryland
|
||||||||
|
Officers
and directors as a group (one person)
|
0 | 0.00 | % | |||||
|
(1)
|
For
the purposes of this table, a person is deemed to have “beneficial
ownership” of any shares of capital stock that such person has the right
to acquire within 60 days of December 31, 2009. All percentages for
common stock are calculated based upon a total of 5,199,000 shares
outstanding as of December 31, 2009, plus, in the case of the person for
whom the calculation is made, that number of shares of common stock that
such person has the right to acquire within 60 days of December 31,
2009.
|
|
ITEM 13.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
|
|
|
·
|
Report
of Cordovano and Honeck LLP, Independent Registered Certified Public
Accounting Firm
|
|
|
·
|
Balance
Sheets as of December 31, 2009 and
2008
|
|
|
·
|
Statements
of Operations for the years ended December 31, 2009 and 2008 and the
period from April 15, 2003 (inception) to December 31,
2009
|
|
|
·
|
Statements
of Changes in Stockholders’ Equity for the years ended December 31, 2009
and 2008 and the period from April 15, 2003 (inception) to December 31,
2009
|
|
|
·
|
Statements
of Cash Flows for the years ended December 31, 2009 and 2008 and the
period from April 15, 2003 (inception) to December 31,
2009
|
|
|
·
|
Notes
to Financial Statements
|
|
Exhibit No.
|
Identification of
Exhibit
|
|
|
31.1.
Certification of the Chief Executive Officer and Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
||
|
32.1
Certification of Officers pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
||
|
Yacht Finders, Inc.
|
||
|
(Registrant)
|
||
|
By
|
||
|
/s/ Thomas W. Colligan
|
||
|
Thomas
W. Colligan
|
||
|
President,
Chief Executive Officer , Chief
|
||
|
Financial
Officer and Principal Accounting
|
||
|
Officer
|
||
|
Date
|
||
|
February
9, 2010
|
|
By
|
||
|
/s/ Thomas W. Colligan
|
||
|
Thomas
W. Colligan
|
||
|
Sole
Director
|
||
|
Date
|
||
|
February
9, 2010
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|