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|
YACHT FINDERS,
INC
.
|
|
______________________________________________________
|
|
(Exact
name of registrant as specified in its
charter)
|
|
Delaware
|
76-0736467
|
|
|
_______________________
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____________________________________
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|
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(State
of organization)
|
(I.R.S.
Employer Identification No.)
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|
122
Ocean Park Blvd.
|
|
Suite
307
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|
Santa
Monica, California 90405
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________________________________________
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|
(Address
of principal executive offices)
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(310)
396-1691
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_______________________________________________
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|
Registrant’s
telephone number, including area code
|
|
______________________________________________
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|
Former
address if changed since last
report
|
|
Large
Accelerated Filer
¨
|
Accelerated
Filer
¨
|
Non-Accelerated
Filer
¨
(Do
not check if a smaller
reporting
company)
|
Smaller
Reporting Company
þ
|
|
PART
I - FINANCIAL INFORMATION
|
||
|
ITEM
1.
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INTERIM
FINANCIAL STATEMENTS
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3
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|
ITEM
2.
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MANAGEMENT'S
DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION
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10
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|
ITEM
3.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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14
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ITEM
4A(T).
|
CONTROLS
AND PROCEDURES
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14
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PART
II - OTHER INFORMATION
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||
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ITEM
1.
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LEGAL
PROCEEDINGS
|
15
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|
ITEM
2.
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UNREGISTERED
SALES OF EQUITY SECURITIES
|
15
|
|
ITEM
3.
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DEFAULTS
UPON SENIOR SECURITIES
|
15
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|
ITEM
4.
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SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
15
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|
ITEM
5.
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OTHER
INFORMATION
|
15
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ITEM
6.
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EXHIBITS
|
15
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SIGNATURES
|
16
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As of
March 31,
2010
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As of
December 31,
2009
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|||||||
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(Unaudited)
|
||||||||
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ASSETS
|
||||||||
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Current
Assets
|
||||||||
|
Cash
|
$ | - | $ | - | ||||
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TOTAL
ASSETS
|
$ | - | $ | - | ||||
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LIABILITIES
& STOCKHOLDERS' DEFICIT
|
||||||||
|
Current
Liabilities
|
||||||||
|
Accrued
liabilities
|
$ | - | $ | - | ||||
|
Note
payable—related party
|
141,493 | 122,625 | ||||||
|
Accrued
interest
|
9,230 | 7,386 | ||||||
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Total
Current Liabilities
|
150,723 | 130,012 | ||||||
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TOTAL
LIABILITIES
|
150,723 | 130,012 | ||||||
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Stockholders'
Equity (Deficit)
|
||||||||
|
Preferred
stock, ($.0001 par value, 20,000,000 shares authorized; none issued and
outstanding)
|
- | - | ||||||
|
Common
stock, ($.0001 par value, 80,000,000 shares authorized; 5,199,000 shares
outstanding as of March 31, 2010 and December 31, 2009)
|
520 | 520 | ||||||
|
Additional
paid-in capital
|
49,280 | 49,280 | ||||||
|
Deficit
accumulated during development stage
|
(200,523 | ) | (179,812 | ) | ||||
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Total
Stockholders' Deficit
|
(150,723 | ) | (130,012 | ) | ||||
|
TOTAL
LIABILITIES & STOCKHOLDERS' DEFICIT
|
$ | - | $ | - | ||||
|
Three Mos.
Ended
March 31,
2010
|
Three Mos.
Ended
March 31,
2009
|
April 15, 2003
(Inception)
through
March 31, 2010
|
||||||||||
|
Revenues
|
$ | - | $ | - | $ | - | ||||||
|
Operating
Expenses
|
||||||||||||
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Contributed
rent
|
- | - | 5,400 | |||||||||
|
General
and administrative
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18,868 | 17,698 | 185,893 | |||||||||
|
Net
Operating Expenses
|
18,868 | 17,698 | 191,293 | |||||||||
|
Other
income (loss)
|
||||||||||||
|
Interest
expense
|
(1,844 | ) | (1,013 | ) | (9,230 | ) | ||||||
|
Total
other income (loss)
|
(1,844 | ) | (1,013 | ) | (9,230 | ) | ||||||
|
Net
Loss
|
$ | (20,712 | ) | $ | (18,711 | ) | $ | (200,523 | ) | |||
|
Basic
earnings (loss) per share—Basic and Diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
|
Weighted
average number of common shares outstanding
|
5,199,000 | 5,199,000 | ||||||||||
|
Three Months
Ended
March 31, 2010
|
Three Months
Ended
March 31, 2009
|
April 15, 2003
(Inception)
through
March 31, 2010
|
||||||||||
|
CASH FLOWS FROM OPERATING
ACTIVITIES
|
||||||||||||
|
Net
income (loss)
|
$ | (20,712 | ) | $ | (18,711 | ) | $ | (200,523 | ) | |||
|
Adjustments
to reconcile net loss to net cash provided
|
||||||||||||
|
(used
in) by operating activities:
|
||||||||||||
|
Office
space contribution
|
- | - | 5,400 | |||||||||
|
Loss
on website development fees
|
- | - | 2,500 | |||||||||
|
Changes
in operating assets and liabilities:
|
||||||||||||
|
Increase
(decrease) in accounts payable
|
- | 4,018 | - | |||||||||
|
Increase
(decrease) in interest payable
|
1,844 | 1,013 | 9,230 | |||||||||
|
Net
cash provided by (used in) operating activities
|
$ | (18,868 | ) | $ | (13,680 | ) | $ | (183,393 | ) | |||
|
CASH FLOWS FROM INVESTING
ACTIVITIES
|
||||||||||||
|
Payments
for website development
|
- | - | (2,500 | ) | ||||||||
|
Net
cash provided by (used in) investing activities
|
- | - | (2,500 | ) | ||||||||
|
CASH FLOWS FROM FINANCING
ACTIVITIES
|
||||||||||||
|
Proceeds
(payments) from note payable
|
18,868 | 13,680 | 141,493 | |||||||||
|
Common
stock issued for cash
|
- | - | 44,400 | |||||||||
|
Net
cash provided by (used in) financing activities
|
18,868 | 13,680 | 185,893 | |||||||||
|
Net
increase (decrease) in cash
|
- | - | - | |||||||||
|
Cash
at beginning of period
|
- | - | - | |||||||||
|
Cash
at end of period
|
$ | - | $ | - | $ | - | ||||||
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Supplemental
cash flow information:
|
||||||||||||
|
Cash
paid during period for interest
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$ | - | $ | - | ||||||||
|
Cash
paid during period for income taxes
|
$ | - | $ | - | ||||||||
|
*
|
Preferred
stock, $0.0001 par value: 20,000,000 shares authorized; -0- shares issued
and outstanding.
|
|
|
*
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Common
stock, $0.0001 par value: 80,000,000 shares authorized; 5,199,000 shares
issued and outstanding.
|
|
|
·
|
failure to make timely filings
with the SEC as required by the Exchange Act, which also probably would
result in suspension of trading or quotation in our stock and could result
in fines and penalties to us under the Exchange
Act;
|
|
|
·
|
curtailing or eliminating our
ability to locate and perform suitable investigations of potential
acquisitions; or
|
|
|
·
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inability to complete a desirable
acquisition due to lack of funds to pay legal and accounting fees and
acquisition-related
expenses.
|
|
·
|
The interests of any Affiliated
Companies from time to time may be inconsistent in some respects with the
interests of the Company. The nature of these conflicts of interest may
vary. There may be circumstances in which an Affiliated Company may take
advantage of an opportunity that might be suitable for the Company.
Although there can be no assurance that conflicts of interest will not
arise or that resolutions of any such conflicts will be made in a manner
most favorable to the Company and its shareholders, the officers and
directors of the Company have a fiduciary responsibility to the Company
and its shareholders and, therefore, must adhere to a standard of good
faith and integrity in their dealings with and for The Company and its
shareholders.
|
|
|
·
|
The officers and directors of The
Company may serve as officers and directors of other Affiliated Companies
in the future. The Company's officers and directors are required to devote
only so much of their time to The Company's affairs as they deem
appropriate, in their sole discretion. As a result, The Company's officers
and directors may have conflicts of interest in allocating their
management time, services, and functions among The Company and any current
and future Affiliated Companies which they may serve, as well as any other
business ventures in which they are now or may later become
involved.
|
|
|
·
|
The Affiliated Companies may
compete directly or indirectly with The Company for the acquisition of
available, desirable combination candidates. There may be factors unique
to The Company or an Affiliated Company which respectively makes it more
or less desirable to a potential combination candidate, such as age of the
company, name, capitalization, state of incorporation, contents of the
articles of incorporation, etc. However, any such direct conflicts are not
expected to be resolved through arm's-length negotiation, but rather in
the discretion of management. While any such resolution will be made with
due regard to the fiduciary duty owed to the Company and its shareholders,
there can be no assurance that all potential conflicts can be resolved in
a manner most favorable to the Company as if no conflicts existed. Members
of the Company's management who also are or will be members of management
of another Affiliated Company will also owe the same fiduciary duty to the
shareholders of each other Affiliated Company. Should a potential
acquisition be equally available to and desirable for both the Company and
the Affiliated Companies, no guideline exists for determining which
company would make the acquisition. This poses a risk to the Company’s
shareholders that a desirable acquisition available to the Company may be
made by an Affiliated Company, whose shareholders would instead reap the
rewards of the acquisition. An Affiliated Company's shareholders of course
face exactly the same risk. Any persons who are officers and directors of
both The Company and an Affiliated Company do not have the sole power (nor
the power through stock ownership) to determine which company would
acquire a particular acquisition. No time limit exists in which an
acquisition may or must be made by the Company, and there is no assurance
when − or if − an acquisition ever will be
completed.
|
|
·
|
Certain conflicts of interest
exist and will continue to exist between the Company and its officers and
directors due to the fact that each has other employment or business
interests to which he devotes his primary attention. Each officer and
director is expected to continue to do so in order to make a living,
notwithstanding the fact that management time should be devoted to the
Company's affairs. The Company has not established policies or procedures
for the resolution of current or potential conflicts of interest between
the Company and its management. As a practical matter, such potential
conflicts could be alleviated only if the Affiliated Companies either are
not seeking a combination candidate at the same time as the Company, have
already identified a combination candidate, are seeking a combination
candidate in a specifically identified business area, or are seeking a
combination candidate that would not otherwise meet the Company's
selection criteria. It is likely, however, that the combination criteria
of the Company and any Affiliated Companies will be substantially
identical. Ultimately, the Company's shareholders ultimately must rely on
the fiduciary responsibility owed to them by the Company's officers and
directors. There can be no assurance that members of management will
resolve all conflicts of interest in the Company's favor. The officers and
directors are accountable to the Company and its shareholders as
fiduciaries, which means that they are legally obligated to exercise good
faith and integrity in handling the Company's affairs and in their
dealings with the Company. Failure by them to conduct the Company's
business in its best interests may result in liability to them. The area
of fiduciary responsibility is a rapidly developing area of law, and
persons who have questions concerning the duties of the officers and
directors to the Company should consult their
counsel.
|
|
ITEM 1.
|
LEGAL
PROCEEDINGS
|
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY
SECURITIES
|
|
ITEM 3.
|
DEFAULTS UPON SENIOR
SECURITIES
|
|
ITEM 4.
|
SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS
|
|
ITEM 5.
|
OTHER
INFORMATION
|
|
ITEM 6.
|
EXHIBITS
|
|
Exhibit No.
|
Description
|
|
|
31.1
|
Certification
of Principal Executive Officer filed pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
|
31.2
|
Certification
of Principal Financial Officer filed pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
|
32
|
Certification
of Principal Executive Officer and Principal Financial Officer furnished
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
|
|
YACHT
FINDERS, INC.
|
||
|
|
||
|
Date:
May 6, 2010
|
By:
|
/s/ Thomas
W. Colligan
|
|
Thomas
W. Colligan
|
||
|
Director,
CEO, President and Treasurer
|
||
|
Exhibit No.
|
Description
|
|
|
31.1
|
Certification
of Principal Executive Officer filed pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
|
31.2
|
Certification
of Principal Financial Officer filed pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
|
32
|
Certification
of Principal Executive Officer and Principal Financial Officer furnished
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
|
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 |
|---|