As Filed With the Securities and Exchange Commission on January 6, 2005
Registration No. 333-______
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2

Registration Statement Under the Securities Act of 1934

YACHT FINDERS, INC.
(Name of Small Business Issuer in Its Charter)

DELAWARE 5551 76-0736467
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)

2308-C Kettner Blvd., San Diego, CA 92101 (619) 232-1001
(Address of Principal Executive Offices) (Telephone Number)

Karen Batcher
4190 Bonita Road
Bonita, CA 91902 (619) 475-7882
(Name and Address of Agent for Service) (Telephone Number)

Approximate Date of Proposed Sale to the Public: As soon as practicable after
the effective date of this Registration Statement.

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]

CALCULATION OF REGISTRATION FEE

================================================================================================================

Title of Each Proposed Maximum
Class of Securities Amount to be Proposed Offering Aggregate Offering Amount of
to be Registered Registered Price Per Unit (1) Price (2) Registration Fee
- ----------------------------------------------------------------------------------------------------------------
Common Stock $.0001 par value to
be sold by selling shareholders 139,000 $0.50 $ 69,500 $ 8.18

Common Stock $.0001 par value to
be sold by the company 1,000,000 $0.50 $500,000 $58.85
- ----------------------------------------------------------------------------------------------------------------
TOTAL 1,139,000 $0.50 $569,500 $67.03
================================================================================================================

(1) Fixed offering price was set by the selling shareholders until securities
are quoted on the OTC Bulletin Board and thereafter at prevailing market
prices or privately negotiated prices.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act.

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================

PROSPECTUS

YACHT FINDERS, INC.
1,139,000 SHARES OF COMMON STOCK

This is our initial public offering. We are registering a total of 1,139,000
shares of our common stock. Of the shares being registered, 139,000 are being
registered for sale by the selling shareholders, and 1,000,000 are being
registered for sale by the Company. All of the shares being registered for sale
by the Company will be sold at a price per share of $0.50 for the duration of
the offering. The selling shareholders will sell their shares at a price per
share of $0.50 until our shares are quoted on the Over The Counter Bulletin
Board and thereafter at prevailing market prices or in privately negotiated
transactions.

We will not receive any proceeds from the sale of any of the 139,000 shares by
the selling shareholders. We will be selling all of the 1,000,000 shares of
common stock we are offering as a self underwritten offering. There is no
minimum amount we are required to raise in this offering and any funds received
will be immediately available to us. This offering will terminate on the earlier
of the sale of all of the 1,139,000 shares offered or 180 days after the date of
the prospectus.

There is no established public market for our common stock and we have
arbitrarily determined the offering price. Our Common Stock is not currently
listed or quoted on any quotation service. There can be no assurance that our
common stock will ever be quoted or that any market for our stock will ever
develop.

INVESTORS IN THE COMMON STOCK SHOULD HAVE THE ABILITY TO LOSE THEIR ENTIRE
INVESTMENT SINCE AN INVESTMENT IN THE COMMON STOCK IS SPECULATIVE AND SUBJECT TO
MANY RISKS, INCLUDING THE QUESTION AS TO WHETHER WE CAN CONTINUE AS A GOING
CONCERN AND OUR NEED TO RAISE OPERATING CAPITAL. SEE SECTION ENTITLED "RISK
FACTORS" ON PAGE 4.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The information in this prospectus is not complete and may be changed. None of
these securities may be sold until a registration statement filed with the
Securities and Exchange Commission is effective. The prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

Number
Underwriting Per Share Per Share of Shares
Per Share discounts and Proceeds Proceeds Available
Price to public commissions to Company to Shareholders For Sale
--------------- ----------- ---------- --------------- --------

$ 0.50 $0.00 $ .050 $ 0.00 1,000,000
$ 0.50 $0.00 $ 0.00 $ 0.50 139,000

Total $569,500 $0.00 $500,000 $69,500 1,139,000

The date of this Prospectus is ________ __, 200__.

TABLE OF CONTENTS

SUMMARY ..................................................................... 3
RISK FACTORS ................................................................ 4
FORWARD LOOKING STATEMENTS .................................................. 6
USE OF PROCEEDS ............................................................. 7
DETERMINATION OF OFFERING PRICE ............................................. 8
DILUTION .................................................................... 8
SELLING SECURITY HOLDERS .................................................... 9
PLAN OF DISTRIBUTION ........................................................ 11
LEGAL PROCEEDINGS ........................................................... 14
DIRECTORS, OFFICERS, PROMOTERS AND CONTROL PERSONS .......................... 14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT .............. 16
DESCRIPTION OF SECURITIES ................................................... 16
INTEREST OF NAMED EXPERTS AND COUNSEL ....................................... 16
SECURITIES ACT INDEMNIFICATION DISCLOSURE ................................... 17
ORGANIZATION WITHIN LAST FIVE YEARS ......................................... 17
DESCRIPTION OF BUSINESS ..................................................... 18
PLAN OF OPERATION ........................................................... 23
DESCRIPTION OF PROPERTY ..................................................... 25
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS .............................. 25
MARKET FOR COMMON EQUITY AND OTHER SHAREHOLDER MATTERS ...................... 26
EXECUTIVE COMPENSATION ...................................................... 26
FINANCIAL STATEMENTS ........................................................ 27
CHANGES IN OR DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE ........................................................ 27

SUMMARY

Yacht Finders, Inc. was incorporated in Delaware on August 15, 2000 as Sneeoosh
Corporation. On October 20, 2000 the company filed an amended Certificate of
Incorporation to change the name to Snohomish Corporation. On April 15, 2003 the
company filed a subsequent amendment to change the name to Yacht Finders, Inc.
We are a development stage company with no revenues and have begun taking steps
in furtherance of our plan of operation. The principal executive offices are
located at 2308-C, Kettner Blvd., San Diego, CA 92101. The telephone number is
(619) 232-1001.

We received our initial funding of $14,400 through the sale of 139,000 common
stock shares to 49 non-affiliated private investors from July 2003 until October
2003, and 5,000,000 shares to Geoffrey Greenwood, the company's director, in
April 2003.

From inception until the date of this filing we have begun initial steps in
furtherance of our operating activities. Our audited financial statements for
the year ended December 31, 2003 and the nine months ended September 30, 2004
report a cash balance of $1,835, no revenues and a cumulative net loss of
$12,865.

OFFERING

Securities Being Offered 1,139,000 shares of common stock, 1,000,000 which
we are offering, and 139,000 which are being
offered by the selling shareholders. All shares
will be offered at a price of $0.50 per share.
This offering will terminate on the earlier of the
sale of all of the 1,139,000 shares or 180 days
after the date of the prospectus.

Price per share $0.50 as determined by the selling shareholders.
The selling shareholders will sell their shares at
a fixed price per share of $0.50 until our shares
are quoted on the Over the Counter Bulletin Board
and thereafter at prevailing market prices or in
privately negotiated transactions. All of the
shares being registered for sale by the company
will be sold at a fixed price per share of $0.50
for the duration of the offering.
Securities Issued
and Outstanding 5,139,000 shares of common stock are issued and
outstanding before the offering and 6,139,000 will
be outstanding after the offering. Registration
costs We estimate our total offering registration
costs to be $5,000. If we experience a shortage of
funds prior to funding, our director has
informally agreed to advance funds to allow us to
pay for offering costs, filing fees, and
correspondence with our shareholders, however, our
director has no formal commitment or legal
obligation to advance or loan funds to the
company.

RISK FACTORS

This section includes all of the known material risk factors associated with
this offering and investors in Yacht Finders should carefully consider each
prior to making an investment in our stock:

WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE BEGUN TAKING STEPS IN FURTHERANCE OF
OUR BUSINESS PLAN. WE EXPECT TO INCUR OPERATING LOSSES FOR THE NEXT TWELVE
MONTHS. IF OUR LOSSES EXCEED OUR ABILITY TO GENERATE CONTINUED FUNDING, WE MAY
BE UNABLE TO CONTINUE OPERATIONS.

Since inception, we have not earned any revenue and do not anticipate
earning any revenue over the next twelve months. We intend to take the
steps necessary to develop our business plan over the next twelve months as
we incur additional operating expenses. Management plans to complete all of
our business plans steps over the next twelve months, but if we receive
only partial funding, we will continue our operations at a reduced level.
If no funding is generated, we will be unable to continue operations.

OUR FINANCIAL STATUS CREATES A DOUBT WHETHER WE WILL CONTINUE AS A GOING
CONCERN. OUR INDEPENDENT AUDITORS HAVE ISSUED AN AUDIT OPINION WHICH INCLUDES A
STATEMENT DESCRIBING OUR GOING CONCERN STATUS. IF OUR BUSINESS PLAN FOR THE
FUTURE IS NOT SUCCESSFUL, INVESTORS WILL LIKELY LOSE ALL OF THEIR INVESTMENT IN
OUR STOCK.

As described in Note 1 of our accompanying financial statements, our
cumulative losses to date of $12,865 and our lack of any guaranteed sources
of future capital create substantial doubt as to our ability to continue as
a going concern. If our business plan does not work, we could remain as a
start-up company with no revenues or profits.

YACHT FINDERS HAS NO SALES, PROVEN MARKET, OR CONSUMER DEMAND. WITHOUT
SIGNIFICANT USER DEMAND FOR OUR SERVICE, THE COMPANY COULD HAVE CONTINUED
NEGATIVE CASH FLOW AND BE UNABLE TO REMAIN IN BUSINESS.

The lack of a proven market for our service means that the true market for
it may be minor or nonexistent. This could result in little or no revenue.

OUR BUSINESS STRATEGY REQUIRES US TO RAISE CASH OF $500,000. WITHOUT THIS
FUNDING, WE COULD REMAIN AS A DEVELOPMENT STAGE COMPANY WITH NO REVENUES OR
PROFITS AND MAY BE ONLY PARTIALLY SUCCESSFUL OR COMPLETELY UNSUCCESSFUL IN
IMPLEMENTING OUR BUSINESS PLAN, RESULTING IN OUR SHAREHOLDERS LOSING PART OR ALL
OF THEIR INVESTMENT.

We intend to raise $500,000 in funding (net of $495,000 after offering
fees) in order to finance our operations. We believe the most likely source
of our funding is through a future sale of common stock in order to
complete our current business plan. We have not yet identified any specific
individuals or entities needed to provide our funding. Without this
funding, we could remain as a start-up company accomplishing only the
initial phase of our operations. If we use equity capital as a source of
funding, potential new shareholders may be unwilling to accept either the
likely dilution of their per share value or the high level of risk involved

with our unproven services. Without this funding, we may be only partially
successful or completely unsuccessful in implementing our business plan,
and our shareholders may lose part or all of their investment.

OUR COMPETITORS, SUCH AS YACHTCOUNCIL, YACHTWORLD AND BOATFINDERONLINE, HAVE
BEEN IN BUSINESS LONGER THEN WE HAVE AND HAVE SUBSTANTIALLY GREATER RESOURCES
THAN WE DO. SHOULD WE BE UNABLE TO ACHIEVE ENOUGH CUSTOMER MARKET SHARE IN OUR
INDUSTRY, WE MAY EXPERIENCE LOWER LEVELS OF REVENUE THAN OUR BUSINESS PLAN
ANTICIPATES.

In our development stage, we will have size and market share disadvantages
as we attempt to implement our marketing plan. Once our service is
developed, we plan to market it to yacht brokers, public yacht buyers,
yacht owners and yacht enthusiasts via the Internet. Without sufficient
sales volume, it is possible that we may not become a competitive force in
our industry.

THERE IS NO CURRENT PUBLIC MARKET FOR OUR SECURITIES. AS OUR STOCK IS NOT
PUBLICLY TRADED, INVESTORS SHOULD BE AWARE THEY PROBABLY WILL BE UNABLE TO SELL
THEIR SHARES AND THEIR INVESTMENT IN OUR SECURITIES IS NOT LIQUID.

We are not registered on any public stock exchange, however, we plan to
contact a market maker to be quoted on the OTC Electronic Bulletin Board.
We do not know when we will be able to obtain a quote for trading, and
there is no guarantee of trading volume or trading price levels sufficient
for investors to sell their stock, recover their investment in our stock,
or profit from the sale of their stock.

OUR SOLE DIRECTOR/OFFICER BENEFICIALLY OWNS 97% OF THE OUTSTANDING SHARES OF OUR
COMMON STOCK, AFTER THE PROPOSED OFFERING HE WILL OWN 81% OF THE OUTSTANDING
SHARES. IF HE CHOOSES TO SELL HIS SHARES IN THE FUTURE, IT MIGHT HAVE AN ADVERSE
EFFECT ON THE PRICE OF OUR STOCK.

Due to the controlling amount of his share ownership in our company, if our
sole director/officer decides to sell his shares in the public market, the
market price of our stock could decrease and all shareholders suffer a
dilution of the value of their stock. If our director/officer decides to
sell any of his common stock, he will be subject to Rule 144 under the 1933
Securities Act.

OUR DIRECTOR/OFFICER BENEFICIALLY OWNS 97% OF THE OUTSTANDING SHARES OF OUR
COMMON STOCK, AFTER THE PROPOSED OFFERING, HE WILL OWN 81% OF THE OUTSTANDING
SHARES. HE WILL CONTROL AND MAKE CORPORATE DECISIONS THAT MAY DIFFER FROM THOSE
THAT MIGHT BE MADE BY THE OTHER SHAREHOLDERS.

Due to the controlling amount of his share ownership in our company, our
sole director/officer will have a significant influence in determining the
outcome of all corporate transactions, including the power to prevent or
cause a change in control. His interests may differ from the interests of
the other stockholders and thus result in corporate decisions that are
disadvantageous to other shareholders.

THE CURRENT OFFICER, GEOFFREY GREENWOOD, THE SOLE OFFICER AND DIRECTOR OF THE
COMPANY, CURRENTLY DEVOTES APPROXIMATELY 10 TO 12 HOURS PER WEEK TO COMPANY
MATTERS, AND AT THE SAME TIME, HE IS INVOLVED IN OTHER BUSINESS ACTIVITIES.
YACHT FINDERS' NEEDS FOR HIS TIME AND SERVICES COULD CONFLICT WITH HIS OTHER
BUSINESS ACTIVITIES. THIS POSSIBLE CONFLICT OF INTEREST COULD RESULT IN HIS
INABILITY TO PROPERLY MANAGE YACHT FINDERS' AFFAIRS, RESULTING IN OUR REMAINING
A START-UP COMPANY WITH NO REVENUES OR PROFITS.

Yacht Finders has not formally adopted a plan to resolve any potential or
actual conflicts of interest that exist or may arise with Mr. Greenwood's
services, however, Mr. Greenwood has verbally agreed to limit his role in
all other business activities and devote full time services to Yacht
Finders after we raise sufficient capital and are able to provide officers'
salaries per our business plan. Per our business plan, we have budgeted
$10,000 per month for Mr. Greenwood's salary after we raise funds from our
proposed offering.

AS OF THE DATE OF THIS FILING, WE HAVE NOT APPLIED FOR COPYRIGHT PROTECTION FOR
OUR SOFTWARE. WE ARE CONSIDERING FILING FOR COPYRIGHT PROTECTION OF OUR
SOFTWARE, HOWEVER, AS OF THE DATE OF THIS FILING WE HAVE TAKEN NO STEPS TO FILE
FOR COPYRIGHT PROTECTION, AND HAVE NO SET DATE FOR THAT POSSIBLE FILING.

Without copyright protection, we expose Yacht Finders to the possibility
that competitors may create similar software that duplicates many or all of
the features we intend to offer our customers. This could materially reduce
our potential revenues and profits.

OUR MANAGEMENT IS COMMITTED TO USE THE PROCEEDS FROM OUR PROPOSED OFFERING FOR
THE BENEFIT OF THE COMPANY AND ADVANCING OUR BUSINESS PLAN, HOWEVER, SUCH USES
MAY NOT YIELD A FAVORABLE RETURN.

Management has committed to use the proceeds raised in this offering for
the uses set forth in the proceeds table. However, certain factors beyond
their control, such as increases in certain costs, could result in the
company being forced to reduce the proceeds allocated for other uses, such
as compensation in order to accommodate these unforseen changes. The
failure of our management to use these funds effectively could result in
unfavorable returns. This could have a significant adverse effect on our
financial condition and could cause the price of our common stock to
decline.

FORWARD LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this prospectus. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the
risks faced by us as described in the "Risk Factors" section and elsewhere in
this prospectus.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the common stock offered
through this prospectus by the selling shareholders. If we sell all shares of
common stock offered by the company in this prospectus, we will receive net
proceeds of $495,000.

The table below shows how proceeds from this offering would be used during the
twelve months after the offering based upon management's business plan
estimates.

Total shares offered 1,000,000
Percent of total shares offered 100%
Shares sold 1,000,000

Gross proceeds from offering 500,000
Less: offering expenses 5,000
---------
Net proceeds from offering 495,000

Use of net proceeds
Salaries 120,000
Equip & Furniture 96,000
Website 44,000
Marketing 100,000
Travel 75,000
Office expenses & supplies 60,000

The table below shows how proceeds from this offering would be used for
scenarios where we sell various amounts of the shares and the priority of the
use of net proceeds in the event actual proceeds are not sufficient to
accomplish the uses set forth. These revised estimates are contingent upon
reduced funding levels and are based upon management's business plan estimates
for the twelve months after receiving funding.

Total shares offered 1,000,000 1,000,000
Percent of total shares offered 30% 60%
Shares sold 300,000 600,000

Gross proceeds from offering 150,000 300,000
Less: offering expenses 5,000 5,000
--------- ---------
Net proceeds from offering 145,000 295,000

Use of net proceeds
Salaries 36,000 72,000
Equip & Furniture 25,300 55,600
Website 13,200 26,400
Marketing 30,000 60,000
Travel 22,500 45,000
Office expenses & supplies 18,000 36,000

The amounts set forth above are estimates developed by our management for
allocation of net proceeds of this offering based upon our current plans and
prevailing economic and industry conditions and assumes that we are able to sell
the number of the shares set forth in each column above. Although we do not
currently contemplate material changes in the proposed use of proceeds set forth
above, to the extent that our management finds that adjustments are required,

the amounts shown may be adjusted among the uses indicated. Our proposed use of
proceeds is subject to changes in general, economic and competitive conditions,
timing and management discretion, each of which may change the amount of
proceeds expended for the purposes intended, but any changes would be limited to
making adjustments among the uses indicated. Changes in general, economic,
competitive and market conditions and our financial condition would include,
without limitation, the occurrence of a national economic slowdown or recession,
a significant change in the yacht brokerage industry and the environment in
which we operate, and regulatory changes in general. While our management is not
currently aware of the existence or pending threat of any of the foregoing
reasons, we provide you no assurance that one or more of such events will not
occur.

DETERMINATION OF OFFERING PRICE

The shareholders set the offering price of the common stock at $0.50 per share.
The price was arbitrarily set based upon their collective judgment as to a price
per share they were willing to accept. The price of $0.50 per share is a fixed
price until the securities are listed on the OTC Bulletin Board, and thereafter
at prevailing market prices or privately negotiated prices.

DILUTION

Net tangible book value per share represents the amount of our total tangible
assets less total liabilities, divided by the total number of shares of common
stock outstanding. Our net tangible book value at September 30, 2004 was $3,335
or $0.001 per share of common stock. Dilution per share represents the
difference between the offering price of $0.50 per share and the net tangible
book value per share of common stock, as adjusted, immediately after this
offering.

Prior to the completion of the offering, our net tangible book value was $3,335.
After giving effect to a 100% completion of the offering and after deducting
offering expenses estimated to be $5,000, our pro forma net tangible book value
will be $498,335 or $0.081 per share. This represents an immediate increase in
pro forma net tangible book value of $0.081 per share to existing stockholders
and an immediate dilution of $0.419 per share, or approximately 84% of the
offering price, to investors purchasing shares of common stock in the offering,
or should the offering be only 60% or 30% subscribed, the immediate dilution
would be respectively 90% and 95%.

Public offering Price per share $0.50
Net Tangible Book Value per share before offering $0.001
Increase Per Share attributable to sale of these shares $0.081
Pro-Forma Net Tangible Book Value after offering $0.081
Dilution per share to Public Investors $0.419

The following table summarizes as of December 27, 2004, the number of shares
purchased as a percentage of our total outstanding shares, the aggregate amount
paid for such shares, the aggregate amount paid figured as a percentage of the
total amount paid, and the average amount paid per share for such shares. For
purposes of this table, the sale to the public of these shares is assumed to
have taken place on December 27, 2004.

Shares Purchased Total Consideration Paid Average
Number Percent Amount Percent Per Sh
------ ------- ------ ------- ------
Existing Shareholders 5,139,000 84 $ 14,400 2.8 $0.003
New Investors 1,000,000 16 $ 500,000 97.2 $ 0.50
--------- ----- --------- ----- ------
Total 6,139,000 100 $ 514,400 100 $0.084
========= ===== ========= ===== ======

The following table sets forth the estimated net tangible book value ("NTBV")
per share after the offering and the dilution to persons purchasing shares based
upon various levels of sales of the shares being achieved.

Shares outstanding prior to offering 5,139,000

Total shares offered 1,000,000 1,000,000
Shares sold 300,000 600,000
Public offering price $ 0.50 $ 0.50

Per share increase attributable to
new investors $ 0.027 $ 0.051
NTBV per share prior to offering $ 0.001 $ 0.001
---------- ---------
Post offering pro forma NTBV per share $ 0.027 $ 0.052
Dilution to new investors $ 0.473 $ 0.448
Percent of dilution of the offering price 95% 90%

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
the business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.

SELLING SECURITY HOLDERS

The selling shareholders named in this prospectus are offering 139,000 shares of
the common stock offered through this prospectus. The shares were acquired from
us in an offering that was exempt from registration pursuant to Regulation S of
the Securities Act of 1933, as amended, and completed in October 2003.
The following table provides as of December 27, 2004, information regarding the
beneficial ownership of our common stock held by each of the selling
shareholders, including:

1. The number of shares owned by each prior to this offering;
2. The total number of shares that are to be offered for each;
3. The total number of shares that will be owned by each upon completion of
the offering;
4. The percentage owned by each; and
5. The identity of the beneficial holder of any entity that owns the shares.

To the best of our knowledge, the named parties in the table that follows are
the beneficial owners and have the sole voting and investment power over all
shares or rights to the shares reported. In addition, the table assumes that the
selling shareholders do not sell shares of common stock not being offered
through this prospectus and do not purchase additional shares of common stock.
The column reporting the percentage owned upon completion assumes that all
shares offered are sold, and is calculated based on 5,139,000 shares outstanding
on December 27, 2004.

Shares Total of Total Percent
Owned Prior Shares Shares Owned
Name of To This Offered After After
Selling Shareholder Offering For Sale Offering Offering
- ------------------- -------- -------- -------- --------

Aberdeen Capital Strategies
John Williams, Principal 1,000 1,000 0 0
Danny Barr 10,000 10,000 0 0
Brigadoon Investments
Marco Montanari, Principal 10,000 10,000 0 0
Ted Burylo 1,000 1,000 0 0
Robert Chong 1,000 1,000 0 0
Andrew Coldicutt 1,000 1,000 0 0
Patti Coldicutt 1,000 1,000 0 0
Crystal Overseas Trading
Gabriela Krug, Principal 10,000 10,000 0 0
Maureen Elliott 1,000 1,000 0 0
Ashiff Gorindji 2,500 2,500 0 0
Rishman Hajee 1,000 1,000 0 0
Lahra Haji 2,000 2,000 0 0
Justen Harcourt 1,000 1,000 0 0
Dean Husarik 1,000 1,000 0 0
Henry Ip 1,000 1,000 0 0
Shafiz Jinnah 2,500 2,500 0 0
Farzana Kanji 1,000 1,000 0 0
Nisha Lakhani 1,000 1,000 0 0
Salinas Guerrero Leonardo 1,000 1,000 0 0
Ron Liu 1,000 1,000 0 0
Blaine Lodomez 1,000 1,000 0 0
Stanley Ma 1,000 1,000 0 0
Daniel Maarsman 1,000 1,000 0 0
Nancy Maarsman 1,000 1,000 0 0
Harjit Mand 2,000 2,000 0 0
Ariff Manji 1,000 1,000 0 0
Azmina Manji 2,000 2,000 0 0
Malik Manji 1,000 1,000 0 0
Yasmin Merali 2,500 2,500 0 0
Ybarra Sanchez Mercedes 1,000 1,000 0 0
Shairoz Mithani 5,000 5,000 0 0

Esther Mui 1,000 1,000 0 0
John Mui 1,000 1,000 0 0
Andre Padovani 1,000 1,000 0 0
Michan Padovani 1,000 1,000 0 0
Joseph Polack 1,000 1,000 0 0
Atif Rajan 1,500 1,500 0 0
Torres Diaz Rodolfo 1,000 1,000 0 0
Altaf Shariff 1,000 1,000 0 0
Alnur Shivji 2,000 2,000 0 0
Stockworks USA Capital
Andrew Coldicutt, Principal 1,000 1,000 0 0
Tradewinds Investments
Martin Christen, Owner 50,000 50,000 0 0
KC Tsirigotis 3,000 3,000 0 0
Hanifa Virani 1,000 1,000 0 0
Robert Woods 1,000 1,000 0 0
Norman Yip 1,000 1,000 0 0
Wilfred Yu 1,000 1,000 0 0
Araceli Zamora Duenas 1,000 1,000 0 0

To our knowledge, none of the selling shareholders:

1. Has had a material relationship with Yacht Finders or any of its
predecessors or affiliates, other than as a shareholder as noted above, at
any time within the past three years; or
2. Are broker-dealers or affiliates of broker dealers; or
3. Has ever been an officer or director of Yacht Finders.

PLAN OF DISTRIBUTION

We will conduct the sale of the shares we are offering on a self-underwritten
basis. This means that we do not have an underwriter and that we will sell the
shares directly to investors. All the shares of our common stock that are being
registering for sale by the company will be sold at a price per share of $0.50.
There can be no assurance that we will sell all or any of the shares offered. We
have no arrangements or guarantees that we will sell any shares. All
subscription checks shall be made to the order of Yacht Finders, Inc. Our
offering will terminate on the earlier of the sale of all of the shares or 180
days after the date of the prospectus. We currently have not identified the
person(s) who will be selling securities on behalf of our company. We currently
have not determined a plan of how the company will solicit investors interested
in purchasing our stock.

While we do not anticipate utilizing any registered securities broker-dealers in
connection with any sales of the shares and have no arrangements to use any
broker-dealers, we may, in our discretion, accept subscriptions for shares
through broker-dealers that are members of the National Association of
Securities Dealers, Inc. and are willing to, in connection with such sale, pay a
commission of up to 10% of the price of each share sold. No officers or
directors shall receive any commissions or compensation for their sales of the
shares pursuant to the terms hereof.

The selling shareholders have not informed us of how they plan to sell their
shares. However, they may sell some or all of their common stock in one or more
transactions:

1. on such public markets or exchanges as the common stock may from time to
time be trading;
2. in privately negotiated transactions; or
3. in any combination of these methods of distribution.

The sales price to the public has been determined by the shareholders to be
$0.50. The price of $0.50 per share is a fixed price until the securities are
quoted for trading on the OTC Bulletin Board, and thereafter at prevailing
market prices or privately negotiated prices.

The shares may also be sold in compliance with the Securities and Exchange
Commission's Rule 144. Under Rule 144, several provisions must be met with
respect to the sales of control securities at any time and sales of restricted
securities held between one and two years. The following is a summary of the
provisions of Rule 144: (a) Rule 144 is available only if the issuer is current
in its filings under the Securities an Exchange Act of 1934. Such filings
include, but are not limited to, the issuer's quarterly reports and annual
reports; (b) Rule 144 allows resale of restricted and control securities after a
one year hold period, subjected to certain volume limitations, and resale by
non-affiliates holders without limitations after two years; ( c ) The sales of
securities made under Rule 144 during any three-month period are limited to the
greater of: (i) 1% of the outstanding common stock of the issuer; or (ii) the
average weekly reported trading volume in the outstanding common stock reported
on all securities exchanges during the four calendar weeks preceding the filing
of the required notice of the sale under Rule 144 with the SEC.

The selling shareholders may also sell their shares directly through market
makers acting in their capacity as broker-dealers. Yacht Finders will apply to
have its shares of common stock quoted on the OTC Bulletin Board immediately
after the date of this prospectus. Yacht Finders anticipates once the shares are
quoted on the OTC Bulletin Board the selling shareholders will sell their shares
directly into any market created. Selling shareholders will offer their shares
at a fixed price of $0.50 per share until the common stock is quoted on the OTC
Bulletin Board at which time the prices the selling shareholders will receive
will be determined by the market conditions. Selling shareholders may also sell
in private transactions. Yacht Finders cannot predict the price at which shares
may be sold or whether the common stock will ever trade on any market. The
shares may be sold by the selling shareholders, as the case may be, from time to
time, in one or more transactions. Yacht Finders does not intend to enter into
any arrangements with any securities dealers concerning solicitation of offers
to purchase the shares.

Commissions and discounts paid in connection with the sale of the shares by the
selling shareholders will be determined through negotiations between the
shareholders and the broker-dealers through or to which the securities are to be
sold and may vary, depending on the broker-dealers fee schedule, the size of the
transaction and other factors. The separate costs of the selling shareholders
will be borne by the shareholder. The selling shareholders will, and any
broker-broker dealer or agent that participates with the selling shareholders in
the sale of the shares by them may be deemed an "underwriter" within the meaning
of the Securities Act, and any commissions or discounts received by them and any

profits on the resale of shares purchased by them may be deemed to be
underwriting commissions under the Securities Act. In the event any selling
shareholder engages a broker-dealer to distribute their shares, and the
broker-dealer is acting as underwriter, Yacht Finders will be required to file a
post effective amendment containing the name of the underwriter.

The selling shareholders must comply with the requirements of the Securities Act
of 1933 and the Securities Exchange Act of 1934 in the offer and sale of their
common stock. In particular, during times that the selling shareholders may be
deemed to be engaged in a distribution of the common stock, and therefore be
considered to be an underwriter, they must comply with applicable law.
Regulation M prohibits certain market activities by persons selling securities
in a distribution. To demonstrate their understanding of those restrictions and
others, selling shareholders will be required, prior to the release of
un-legended shares to themselves or any transferee, to represent as follows:
that they have delivered a copy of this prospectus, and if they are effecting
sales on the Electronic Bulletin Board or inter-dealer quotation system or any
electronic network, that neither they nor any affiliates or person acting on
their behalf, directly or indirectly, has engaged in any short sale of Yacht
Finders common stock; and for a period commencing at least 5 business days
before his first sale and ending with the date of his last sale, bid for,
purchase, or attempt to induce any person to bid for or purchase Yacht Finders
common stock.

If the company's common shares are quoted for trading on the OTC Electronic
Bulletin Board the trading in our shares will be regulated by Securities and
Exchange Commission Rule 15g-9 which established the definition of a "penny
stock". For the purposes relevant to Yacht Finders, it is defined as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require: (a)
that a broker or dealer approve a person's account for transactions in penny
stocks; and (b) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person's account for
transactions in penny stocks, the broker or dealer must (a) obtain financial
information and investment experience objectives of the person; and (b) make a
reasonable determination that the transactions in penny stocks are suitable for
that person and the person has sufficient knowledge and experience in financial
matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the broker/dealer relating to the penny
stock market, which, in highlight form, (a) sets forth the basis on which the
broker or dealer made the suitability determination; and (b) that the broker or
dealer received a signed, written agreement from the investor prior to the
transaction. Before you trade a penny stock your broker is required to tell you
the offer and the bid on the stock, and the compensation the salesperson and the
firm receive for the trade. The firm must also mail a monthly statement showing
the market value of each penny stock held in your account.

We can provide no assurance that all or any of the common stock offered will be
sold by the selling shareholders.

Yacht Finders is bearing all costs relating to the registration of the common
stock. While we have no formal agreement to provide funding with our director,
he has verbally agreed to advance additional funds in order to complete the

registration statement process. Any commissions or other fees payable to brokers
or dealers in connection with any sale of the common stock, however, will be
borne by the selling shareholders or other party selling the common stock.

LEGAL PROCEEDINGS

Yacht Finders is not currently involved in any legal proceedings and we are not
aware of any pending or potential legal actions.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The director and officer of Yacht Finders, whose one year term will expire on
4/15/05, or at such time as his successor(s) shall be elected and qualified is
as follows:

Name & Address Age Position Date First Elected Term Expires
- -------------- --- -------- ------------------ ------------
Geoffrey L. Greenwood 28 President, 4/15/03 4/15/05
2308-C, Kettner Blvd. Secretary,
San Diego, CA 92101 Treasurer,
Director

Each of the foregoing persons may be deemed a "promoter" of Yacht Finders, as
that term is defined in the rules and regulations promulgated under the
Securities and Exchange Act of 1933.

Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the board of directors following the next annual
meeting of stockholders and until their successors have been appointed and
qualified.

The director and officer currently handles a minor amount of administrative
functions and has been responsible for completing the first two phases of our
software system. The officer currently devotes 10-12 hours per week to the
business of the company and intends to work on a full time basis when we raise
capital per our business plan.

No executive officer or director of the corporation has been the subject of any
order, judgment, or decree of any court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring, suspending or
otherwise limiting him from acting as an investment advisor, underwriter, broker
or dealer in the securities industry, or as an affiliated person, director or
employee of an investment company, bank, savings and loan association, or
insurance company or from engaging in or continuing any conduct or practice in
connection with any such activity or in connection with the purchase or sale of
any securities.

No executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.

No executive officer or director of the corporation is the subject of any
pending legal proceedings.

RESUME

GEOFFREY L. GREENWOOD

WORK HISTORY

Yacht Finders, Inc. - San Diego, CA
President 2003 - Present

Managing all publication tasks of our upcoming monthly digest.
Developing of all web technologies for Yacht Finders Guide, including a
comprehensive Yacht MLS listing service.
Developing broker software application that will streamline everyday sales
and management efforts.

FocalScape, Inc.- San Diego, CA
President / Creative Director 1999 - 2004

Responsible for all creative accounts and talent management.
Doubled corporate sales for each passing year.
Provided creative solutions that have increased client sales.

La Jolla Group - San Diego, CA
Art Director 1997 - 2002

Worked on several accounts that have won design awards.
Managed the creative efforts of the junior and senior designers on staff
along with freelance talent.
Responsible for over 1/3 of the company's billable hours.
Offered creative suggestions that improved overall sales for the company.

Laser Express, Inc. - San Diego, CA
Creative Director 1995 - 1997

Led the creative department that was responsible for developing cutting
edge marketing materials for Technology, Entertainment, Education, and the
Service Industry.

EDUCATION

1994 - 1995 Platt College - San Diego, CA
A.A. Degree Multimedia/Graphic Design

Graduated top of class.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information on the ownership of Yacht Finders's
voting securities by our officer, director and major shareholder as well as
those who own beneficially more than five percent of Yacht Finders' common stock
through the most current date - December 27, 2004:

Title Of Name & Amount & Percent
Class Address Nature of owner Owned
----- ------- --------------- -----
Common Geoffrey L. Greenwood 5,000,000 (a) 97%
2308-C, Kettner Blvd.
San Diego, CA 92101

Total Shares Owned by the Officer & Director 5,000,000 97%

- ----------
(a) Mr. Greenwood received 5,000,000 shares of the company's common stock on
April 15, 2003 for $500.

DESCRIPTION OF SECURITIES

Yacht Finders' Certificate of Incorporation authorizes the issuance of
80,000,000 shares of common stock, .0001 par value per share and 20,000,000
shares of preferred stock, .0001 par value per share. Holders of shares of
common stock are entitled to one vote for each share on all matters to be voted
on by the stockholders. Holders of shares of common stock are entitled to share
ratably in dividends, if any, as may be declared from time to time by the board
of directors in its discretion, from funds legally available therefore. In the
event of a liquidation, dissolution, or winding up of Yacht Finders, the holders
of shares of common stock are entitled to share pro rata all assets remaining
after payment in full of all liabilities. Holders of common stock have no
preemptive or other subscription rights, and there are no conversion rights or
redemption or sinking fund provisions with respect to such shares. Delaware law
does not have any anti-takeover provision that would delay or prevent a change
in control.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest, direct or indirect, in the registrant. Nor was any such person
connected with the registrant as a promoter, managing or principal underwriter,
voting trustee, director, officer or employee.

LEGAL MATTERS

Ms. Karen Batcher, our independent counsel, has provided an opinion on the
validity of our common stock.

SECURITIES ACT INDEMNIFICATION DISCLOSURE

The Articles and By-Laws of Yacht Finders have no specific provisions to allow
for the indemnification of the officer and director in regard to his carrying
out the duties of his offices. Indemnification of directors and officers is as
provided by the General Corporate Law of the State of Delaware. We have been
advised that in the opinion of the Securities and Exchange Commission
indemnification for liabilities arising under the Securities Act is against
public policy as expressed in the Securities Act, and is, therefore
unenforceable. In the event that a claim for indemnification against such
liabilities is asserted by our director, officer, or other controlling person in
connection with the securities registered, we will, unless in the opinion of our
legal counsel the matter has been settled by controlling precedent, submit the
question of whether such indemnification is against public policy to a court of
appropriate jurisdiction. We will then be governed by the court's decision.

ORGANIZATION IN THE LAST FIVE YEARS

Yacht Finders, Inc. was incorporated in Delaware on August 15, 2000 as Sneeoosh
Corporation. On October 20, 2000 the company filed an amended Certificate of
Incorporation to change the name to Snohomish Corporation. On April 15, 2003 the
company filed a subsequent amendment to change the name to Yacht Finders, Inc.
In July of 2003 the board of directors voted to seek capital and began
development of our business plan. We received our initial funding of $14,400
through the sale of 139,000 common stock shares to 49 non-affiliated private
investors from the period of approximately July 2003 until October 2000, and
5,000,000 shares to Geoffrey Greenwood, the company's director, in April 2003.

DESCRIPTION OF BUSINESS

FORM AND YEAR OF ORGANIZATION

Yacht Finders, Inc. was incorporated in Delaware on August 15, 2000 as Sneeoosh
Corporation. On October 20, 2000 the company filed an amended Certificate of
Incorporation to change the name to Snohomish Corporation. On April 15, 2003 the
company filed a subsequent amendment to change the name to Yacht Finders, Inc.
We have taken the following steps: developed our business plan, secured the URL
www.yachtfindersguide.com, and initiated our website. We are a development stage
company with no revenues or profits.

BANKRUPTCY OR SIMILAR PROCEEDINGS

There has been no bankruptcy, receivership or similar proceedings.

REORGANIZATIONS, PURCHASE OR SALE OF ASSETS

There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.

PRINCIPAL PRODUCTS OR SERVICES AND THEIR MARKETS

Yacht Finders, Inc. intends to market and sell its internet based yacht locating
and brokering services to brokers seeking to streamline their marketing and
research efforts, and manage customer information more efficiently. Yacht
Finders' objective is to create a database for public buyers and yacht brokers
to interface immediately with each other while capturing the benefits of
targeting a larger market. Our target market is yacht brokers, yacht buyers,
yacht sellers, yacht owners, yacht financing, insurance, manufacturing and
supply companies.

We intend to design and create a user friendly yacht broker intranet that
includes easy-to-use online tools that will enable brokers to create, update,
and manage currently listed vessels. Detailed information pages can be created
to contain all relevant data for each listing. Custom broker information pages
can be created for additional exposure in our Broker Listing Directory which
will be a comprehensive directory for buyers and sellers to be able to reference
direct contact information. The benefit to our public customer is the
consolidation of information and resources into a user friendly web site. This
platform will enable the user to search the database of yachts, find a broker,
apply for financing, compare and request insurance quotes, and access numerous
other related resources such as an online marine product outlet store that will
be sponsored by a commercial marine retail store like Westmarine.

Our web site, www.yachtfindersguide.com, will operate as the main catalyst for
brokers to connect with sellers. The site is an industry specific professional
quality subscription based site for brokers within the yacht industry. The site
will contain many features to enable brokers to provide their clients with the
most current information in the industry. The site features such as; find a
yacht search engine, find a broker, insurance, financing, boat shows, boat

builders, sports fishing, boat charters, boat merchandising, ports directory,
yacht clubs, fishing contests, races, yachting news and events, maintenance and
rescue which will offer yachting clubs, industry professionals, and individuals
involved in yachting the ability to stay up-to-date on the industry.

The pricing and sales structure for Yacht Finders, Inc. is to maximize monthly
revenue generated from subscription fees and advertisement sales. Comparative
services are charging between $39.95 - $240 a month for a membership
subscription. The majority of brokers are subscribing to the lower price option.
Our sales plan is to offer these customers a better solution for their online
listings at a competitive price.

Our target market, yacht owners, sellers, and potential yacht buyers may access
our web site at no charge. We intend to offer the following pricing plans to
yacht brokers:

Premium Broker Package- $29.99 per month
This service provides our preferred broker members access to all of
Yacht Finders' tools and utilities. Features include: Unlimited
listings and detailed reports, broker administration tools, broker
directory listing and custom broker page.

Deluxe Broker Package- $19.99 per month
This service provides our basic broker members a broker listing
directory and custom broker page. Deluxe listings include: company
name, phone number, address, URL listing link and email link.

Limited Broker Package- $9.99 per month
This service provides our limited broker members access to a limited
version of Yacht Finders tools and utilities. Features included are;
five custom listings and limited delay reports, broker directory
listing and custom broker page.

Basic Broker Package - Free
This service provides our basic broker members a listing in Yacht
Finders' broker directory. Basic listing includes: company name, phone
number and address.

In addition to charging yacht brokers for their listings, we intend to earn
commission revenues from referring our customers to selected financing and
insurance brokers, and from selling advertising space at our site to industry
suppliers and manufacturers.

We intend to raise $495,000, net of offering costs, by April 2005 to continue
executing our business plan. We have determined we need to raise funds by that
date in order to meet our twelve month budget. If we are unsuccessful at
securing funding by April of 2005, the company intends to adjust its time line
forward for delivering its services until funding is secured. Upon securing
funding by April of 2005, our plan for delivering our services is as follows:

May 2005- One time costs to purchase information technology equipment, office
equipment, supplies and furniture for a total of $35,000, $3000 for rent, $600
for phone, $300 for utilities, $1000 for postage and office supplies, $10,000
for executive salaries, web site design $3000, trade shows and travel $1,500,
marketing and advertising $9,100, $2000 for bookkeeping services, $2,500 for
administrative assistant, $25,000 database construction.

June 2005- $3000 for rent, $600 for phone, $300 for utilities, $1000 for postage
and office supplies, $10,000 for executive salaries, web site design $3000,
trade shows and travel $1,500, marketing and advertising $9,100, $2000 for
bookkeeping services, $2,500 for administrative assistant, $25,000 database
construction.

July 2005- $3000 for rent, $600 for phone, $300 for utilities, $1000 for postage
and office supplies, $10,000 for executive salaries, web site design $3000,
trade shows and travel $1,500, marketing and advertising $9,100, $2000 for
bookkeeping services, $2,500 for administrative assistant, $25,000 database
construction.

August 2005- $3000 for rent, $600 for phone, $300 for utilities, $1000 for
postage and office supplies, $10,000 for executive salaries, web site design
$3000, trade shows and travel $1,500, marketing and advertising $9,100, $2000
for bookkeeping services, $2,500 for administrative assistant, $25,000 database
construction.

September 2005- $3000 for rent, $600 for phone, $300 for utilities, $1000 for
postage and office supplies, $10,000 for executive salaries, web site design
$3000, trade shows and travel $1,500, marketing and advertising $8,100, $2000
for bookkeeping services, $2,500 for administrative assistant, $25,000 database
construction.

October 2005- $3000 for rent, $600 for phone, $300 for utilities, $1000 for
postage and office supplies, $10,000 for executive salaries, web site design
$3000, trade shows and travel $1,500, marketing and advertising $8,100, $2000
for bookkeeping services, $2,500 for administrative assistant, $25,000 database
construction.

November 2005- $3000 for rent, $600 for phone, $300 for utilities, $1000 for
postage and office supplies, $10,000 for executive salaries, web site design
$3000, trade shows and travel $1,500, marketing and advertising $8,100, $2000
for bookkeeping services, $2,500 for administrative assistant, $25,000 database
construction.

December 2005- $3000 for rent, $600 for phone, $300 for utilities, $1000 for
postage and office supplies, $10,000 for executive salaries, web site design
$3000, trade shows and travel $1,500, marketing and advertising $8,100, $2000
for bookkeeping services, $2,500 for administrative assistant, $25,000 database
construction.

Although other online yacht brokerage firms exist we believe we will be a strong
competitor. We plan to achieve all of our business plan goals, however, there is
no guarantee we will be successful in implementing our business plan. We have a
budget of $495,000 to continue implementing our business plan. We plan to raise
$495,000 by April 2005, net of $5,000 offering costs, in order to meet our
overall business plan goals. If we receive partial funding we would continue in
a reduced capacity by possibly modifying our business plan and achieving our
goals at a slower pace while we seek additional funding sources. We believe the
most likely source of our funding is through a future sale of common stock in
order to complete our current business plan, however, we have not identified or
taken any steps to identify any person or other entity concerning the sales of
our securities.

Although Yacht Finders intends to implement its business plan through the
foreseeable future and will do its best to mitigate the risks associated with
its business plan, there can be no assurance that such efforts will be
successful. If we are incapable of executing our business plan we would then
investigate reasonable business options available to retain value for our
shareholders. This could possibly be achieved by offering the leads generated on
our web site or through other efforts to other firms. We could continue making
progress on our business plan by developing alternatives such as limiting the
scope of the services we offer clients to reduce costs, adjusting or reducing
our in-house marketing costs, or reducing the costs for the development of our
web site, and adjusting our timeline for the delivery of our services. If only
partial funding is received we intend to follow our twelve month time frame, but
in a reduced capacity. The level or reduction of our business operations could
be commensurate with any given level of funding. We could decrease the number of
services we offer, number of clients we handle, reduce in-house marketing
efforts, and adjust our general overhead to any partial funding conditions. We
could reduce or eliminate salaries, postpone furniture purchases, and reduce the
number of computers purchased. In a partial funding scenario we would seek to
expand our website design and begin our marketing efforts while seeking to
eliminate other costs.

DISTRIBUTION METHODS OF PRODUCTS OR SERVICES

Yacht Finders plans to market and sell its internet based yacht locating and
brokering services to brokers seeking to streamline their marketing and research
efforts, and manage customer information more efficiently at its own proposed
website. Our primary target customers are yacht brokers, public yacht buyers,
yacht owners and yacht enthusiasts.

STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCTS OR SERVICES

Yacht Finders has no new product or service planned or announced to the public.

COMPETITION AND COMPETITIVE POSITION

Yacht Finders' competitors for our targeted market have longer operating
histories, larger customer bases, and greater brand recognition than Yacht
Finders. Major competitors are YachtCouncil.com which has 289 broker members,
Yachtworld.com has 4752 broker members, BoatTraderOnline.com has 3,852 broker
members. We are not aware of any significant barriers to Yacht Finders' entry
into the online yacht brokering market, however, at this time, we have no sales
or share of this market.

SUPPLIERS AND SOURCES OF RAW MATERIALS

We will utilize our management's background in computers and network systems to
offer our web site on the Internet without the use of major suppliers of raw
materials.

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

We will not depend on any one or a few major customers. Management has
experience in the management of online marketing services in the United States.

PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR
CONTRACTS

As of the date of this filing, we have secured our Internet domain name
www.yachtfindersguide.com. We have not applied for copyright protection for our
software. We are considering filing for copyright protection of our software,
however, as of the date of this filing we have taken no steps to file for
copyright protection, and have no set date for that possible filing.

NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES

Yacht Finders is not required to apply for or have any government approval for
its products or services.

EFFECT OF GOVERNMENTAL REGULATIONS ON THE COMPANY'S BUSINESS

Yacht Finders will be subject to federal laws and regulations that relate
directly or indirectly to its operations. We will be subject to common business
and tax rules and regulations pertaining to the operation of our business in the
State of California.

RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS

Yacht Finders has expended no funds for research and development costs since
inception.

COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS

Yacht Finders is not aware of any environmental regulations that could directly
affect its operations, but no assurance can be given that environmental
regulations will not, in the future, have a material adverse impact on our
business.

NUMBER OF EMPLOYEES

Yacht Finders' only current employee is its officer who devotes 10-12 hours per
week to manage the affairs of the company. The officer intends to work on a full
time basis when Yacht Finders raises capital per its business plan. Our business
plan calls for hiring three new full-time employees during the next twelve
months.

REPORTS TO SECURITIES HOLDERS

We provide an annual report to our shareholders which includes audited financial
statements pursuant to Item 101c of Regulation S-B. We will make our financial
information equally available to any interested parties or investors through
compliance with the disclosure rules of Regulation S-B for a small business
issuer under the Securities Exchange Act of 1934. Yacht Finders will became
subject to disclosure filing requirements upon the effective date of this
prospectus, including filing Form 10-KSB annually and Form 10-QSB quarterly. In
addition, we will file Form 8-K and other proxy and information statements from
time to time as required. We do not intend to voluntarily file the above reports
in the event our obligation to file such reports is suspended under the Exchange
Act. The public will be able to read and copy any materials that we file with
the Securities and Exchange Commission, ("SEC"), at the SEC's Public Reference
Room at 450 Fifth Street NW, Washington D. C. 20549. The public may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC.

PLAN OF OPERATION

Yacht Finders' current cash balance is $1,835. Our director has agreed to
provide additional funding that will enable us to maintain a positive cash flow
needed to pay for our current level of operating expenses over the next twelve
months. In order to achieve our business plan goals, we will need to raise
capital through the sale of equity securities. We are a development stage
company and have generated no revenue to date. We have sold $14,400 in equity
securities to pay for our operations.

Our independent auditors have expressed an opinion that our operating losses
since inception raise substantial doubt as to our ability to continue as a going
concern. We are dependent upon our ability to raise additional funding needed to
complete our business plan goals over the next twelve months.

As of the date of this filing, we have taken the following steps: developed our
business plan, secured the Internet domain name www.yachtfindersguide.com, and
initiated our website. We are now in the process of registering with the
Securities and Exchange Commission the securities we sold in July 2003 through
October 2004 and an additional 1,000,000 shares for sale by the Company. We have
a budget of $495,000 to continue implementing our business plan. We plan to
raise $495,000 by April 2005, net of $5,000 offering costs, in order to meet our
overall business plan goals. If we are unsuccessful at securing funding by April
of 2005, the company intends to adjust its time line forward for delivering its
services until funding is secured.

Upon securing funding by April of 2005, our plan for delivering our services is
as follows:

In order to meet all of our current business plan goals, we need to receive
funding. We intend to use funding we receive to provide cash for our business
plan during the next twelve months as cash flow from sales is not estimated to
begin until after the fourth quarter of 2005. We will face considerable risk in
each of our business plan steps, such as difficulty of hiring competent
personnel within our budget, longer than anticipated lead time necessary for us
to complete our marketing plan, and a shortfall of funding due to our inability
to raise capital. If no funding is received during the next twelve months, we
may utilize one or more options such as use existing cash in the bank, funds
loaned by our director, or we might ask our shareholders for funds. Neither our
director nor our shareholders have any formal commitments, arrangements or legal
obligation to advance or loan funds to Yacht Finders. To date, there have been
no loans by the director to Yacht Finders, no negotiated material terms or
agreed upon amounts, and no formalized agreements of any kind.

Should we receive only partial funding we intend to follow our twelve month time
frame, but in a reduced capacity. We could modify our business plan to implement
our plan over a longer timetable or reduce the scope of services offered. The
level or reduction of our business operations could be commensurate with any
given level of funding. We could decrease the number of services we offer,
number of clients we handle, reduce in-house marketing efforts, and adjust our
general overhead to any partial funding conditions. We could reduce or eliminate
salaries, postpone furniture purchases, and reduce the number of computers
purchased. In a partial funding scenario we would seek to expand our website
design and begin our marketing efforts while seeking to eliminate other costs.

DESCRIPTION OF PROPERTY

Yacht Finders's principal executive office address is 2308-C, Kettner Blvd., San
Diego, CA 92101. The principal executive office and telephone number are
provided by the officer of the corporation. We consider our current principal
office space arrangement adequate until such time as we achieve our business
plan goal of raising capital of $500,000 and then begin hiring new employees per
our business plan. When we receive our funding, we plan to rent approximately
1,200 square feet of office space in San Diego, CA. We are aware of available
office space that would fit our needs, but at this time we have not entered into
any lease arrangements for office space.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The principal executive office and telephone number are provided by Mr.
Greenwood, the officer of the corporation. The costs associated with the use of
the telephone and mailing address were deemed to be immaterial as the telephone
and mailing address were almost exclusively used by him for other business
purposes.

On April 15, 2003, the Company issued 5,000,000 shares of its $0.0001 par value
common stock to Mr. Greenwood, an officer and director of the Company in
exchange for cash in the amount of $500.

Mr. Greenwood, our sole officer and director, is the only "promoter" of Yacht
Finders, as that term is defined in the rules and regulations promulgated under
the Securities and Exchange Act of 1933.

MARKET FOR COMMON EQUITY AND OTHER SHAREHOLDER MATTERS

Yacht Finders plans to contact a market maker to obtain a listing for trading on
the OTC Electronic Bulletin Board. The OTC Electronic Bulletin Board is a
network of security dealers who buy and sell stock. The dealers are connected by
a computer network which provides information on current "bids" and "asks" as
well as volume information.

As of the date of this filing, there is no public market for our securities.
There has been no public trading of our securities, and, therefore, no high and
low bid pricing. As of December 27, 2004, Yacht Finders had 50 shareholders of
record. We have paid no cash dividends and have no outstanding options. As of
the date of this filing, there have been no discussions or understandings
between Yacht Finders or anyone acting on our behalf with any market maker
regarding participation in a future trading market for our securities.

Pursuant to this registration statement the company is seeking to register
139,000 shares held by 59 non-affiliated shareholders and 1,000,000 shares
offered by the company. Our officer and director holds a total of 5,000,000
shares which are not being registered pursuant to this filing.

EXECUTIVE COMPENSATION

Yacht Finders' current officer receives no compensation. The current Board of
Directors is comprised of only Mr. Geoffrey Greenwood.

Summary Compensation Table

Other
Name and Annual Restricted All Other
Principal Compen- Stock Options LTIP Compen-
Position Year Salary($) Bonus($) sation($) Award(s)($) SARs(#) Payouts($) sation($)
- -------- ---- --------- -------- --------- ----------- ------- ---------- ---------

G Greenwood 2002 -0- -0- -0- -0- -0- -0- -0-
President 2003 -0- -0- -0- -0- -0- -0- -0-

There are no current employment agreements between the company and its executive
officer nor understandings regarding future compensation.

The director and principal officer has agreed to work with no remuneration until
such time as the company receives sufficient revenues necessary to provide
proper salaries. The officer and the board of directors have the responsibility
to determine the timing of remuneration for key personnel. Per our business
plan, if we are successful in raising funds from our proposed offering, we have
verbally agreed to pay our officer a $10,000 per month salary.

FINANCIAL STATEMENTS

The audited financial statements of Yacht Finders as of September 30, 2004 and
December 31, 2003, for the nine months ended September 30, 2004 and from April
15, 2003 (inception) through December 31, 2003 and related notes which are
included in this offering have been examined by Cordovano and Honeck, P.C., and
have been so included in reliance upon the opinion of such accountants given
upon their authority as an expert in auditing and accounting.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

None.

YACHT FINDERS, INC
(A Development Stage Company)
Index to Financial Statements

Page
----

Report of Independent Auditors F-2

Balance Sheets at September 30, 2004 and December 31, 2003 F-3

Statements of Operations for the nine months ended September 30, 2004,
from April 15, 2003 (inception) through September 30, 2003, from
April 15, 2003 (inception) through December 31, 2003, and from April
15, 2003 (inception) through September 30, 2004 F-4

Statement of Changes in Shareholders' Equity for the period from April
15, 2003 (inception) through September 30, 2004 F-5

Statements of Cash Flows for the nine months ended September 30, 2004,
from April 15, 2003 (inception) through September 30, 2003, from
April 15, 2003 (inception) through December 31, 2003, and from April
15, 2003 (inception) through September 30, 2004 F-6

Notes to Financial Statements F-7

F-1

Report of Independent Auditors

The Board of Directors and Shareholders
Yacht Finders, Inc.:

We have audited the accompanying balance sheets of Yacht Finders, Inc. (a
development stage company) as of September 30, 2004 and December 31, 2003, and
the related statements of operations, changes in shareholders' equity, and cash
flows for the nine months ended September 30, 2004, from April 15, 2003 through
September 30, 2003, from April 15, 2003 through December 31, 2003, and from
April 15, 2003 through September 30, 2004. 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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits 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, the financial statements referred to above present fairly, in
all material respects, the financial position of Yacht Finders, Inc. as of
September 30, 2004 and December 31, 2003, and the results of its operations and
its cash flows for the nine months ended September 30, 2004, from April 15, 2003
through September 30, 2003, from April 15, 2003 through December 31, 2003, and
from April 15, 2003 through September 30, 2004 in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has incurred operating losses since inception,
which raises substantial doubt about its ability to continue as a going concern.
Management's plan in regard to this matter is also discussed in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/ Cordovano and Honeck, P.C.
- ------------------------------------
Cordovano and Honeck, P.C.
Denver, Colorado
November 4, 2004

F-2

YACHT FINDERS, INC
(A Development Stage Company)
Balance Sheets

September 30, December 31,
2004 2003
-------- --------

ASSETS
Current assets:
Cash ..................................................................... $ 1,835 $ 6,132
-------- --------
Total current assets ................................................. 1,835 6,132

Website development costs .................................................. 2,500 2,500
-------- --------

$ 4,335 $ 8,632
======== ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities ................................. $ 1,000 $ --
-------- --------
Total current liabilities ............................................ 1,000 --
-------- --------
Shareholders' equity (Notes 2 and 3):
Preferred stock, $.0001 par value; 20,000,000 shares authorized,
-0- and -0- shares issued and outstanding, respectively ................. -- --
Common stock, $.0001 par value; 80,000,000 shares authorized,
5,139,000 and 5,139,000 shares issued and outstanding, respectively .... 514 514
Additional paid-in capital ............................................... 15,686 14,786
Deficit accumulated during development stage ............................. (12,865) (6,668)
-------- --------

Total shareholders' equity ........................................... 3,335 8,632
-------- --------

$ 4,335 $ 8,632
======== ========

See accompanying notes to financial statements

F-3

YACHT FINDERS, INC
(A Development Stage Company)
Statements of Operations

April 15, 2003 April 15, 2003 April 15, 2003
Nine Months (Inception) (Inception) (Inception)
Ended Through Through Through
September 30, September 30, December 31, September 30,
2004 2003 2003 2004
----------- ----------- ----------- -----------

Costs and expenses:
Professional fees ........................ $ 5,092 $ 5,000 $ 5,000 $ 10,092
Contributed rent (Note 2) ................ 900 600 900 1,800
Other .................................... 205 768 768 973
----------- ----------- ----------- -----------
Total expenses ....................... 6,197 6,368 6,668 12,865
----------- ----------- ----------- -----------

Loss before income taxes ............. (6,197) (6,368) (6,668) (12,865)

Income tax provision (Note 4) .............. -- -- -- --
----------- ----------- ----------- -----------

Net loss ............................. $ (6,197) $ (6,368) $ (6,668) $ (12,865)
=========== =========== =========== ===========

Basic and diluted loss per share ........... $ (0.00) $ (0.00) $ (0.00)
=========== =========== ===========
Basic and diluted weighted average
common shares outstanding ................. 5,139,000 5,046,333 5,079,667
=========== =========== ===========

See accompanying notes to financial statements

F-4

YACHT FINDERS, INC
(A Development Stage Company)
Statement of Changes in Shareholders' Equity

Deficit
Accumulated
Common Stock Additional During
-------------------- Paid-In Development
Shares Par Value Capital 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) ......... -- -- 900 -- 900
Net loss ................................................ -- -- -- (6,197) (6,197)
--------- ---- ------- -------- --------

Balance at September 30, 2004 ........................... 5,139,000 $514 $15,686 $(12,865) $ 3,335
========= ==== ======= ======== ========

See accompanying notes to financial statements

F-5

YACHT FINDERS, INC
(A Development Stage Company)
Statements of Cash Flows

Cash flows from operating activities:
Net loss ........................................... $ (6,197) $ (6,368) $ (6,668) $(12,865)
Adjustments to reconcile net loss to net cash
used in operating activities:
Office space contributed by an officer ........... 900 600 900 1,800
Changes in operating assets and liabilities:
Accounts payable and accrued expenses ............ 1,000 -- -- 1,000
-------- -------- -------- --------
Net cash used in operating activities .......... (4,297) (5,768) (5,768) (10,065)
-------- -------- -------- --------

Cash flows from investing activities:
Payments for website development ................... -- (2,500) (2,500) (2,500)
-------- -------- -------- --------
Net cash used in investing activities .......... -- (2,500) (2,500) (2,500)
-------- -------- -------- --------

Cash flows from financing activities:
Proceeds from the sale of common stock ............. -- 14,400 14,400 14,400
-------- -------- -------- --------
Net cash provided by financing activities ...... -- 14,400 14,400 14,400
-------- -------- -------- --------

Net change in cash ............................. (4,297) 6,132 6,132 1,835

Cash, beginning of period ............................ 6,132 -- -- --
-------- -------- -------- --------

Cash, end of period .................................. $ 1,835 $ 6,132 $ 6,132 $ 1,835
======== ======== ======== ========
Supplemental disclosure of cash flow information:
Income taxes ....................................... $ -- $ -- $ -- $ --
======== ======== ======== ========
Interest ........................................... $ -- $ -- $ -- $ --
======== ======== ======== ========

See accompanying notes to financial statements

F-6

YACHT FINDERS, INC.
(A Development Stage Company)
Notes to Financial Statements

(1) Summary of Significant Accounting Policies

ORGANIZATION AND BASIS OF PRESENTATION
Yacht Finders, Inc. (the "Company") was incorporated in the state of Delaware on
August 15, 2000. The Company did not enter into any operations or activities
until April 15, 2003. As a result, the Company's financial statements are
presented with April 15, 2003 as the date of inception.

The Company is a development stage enterprise in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 7. While the Company is in the
development stage, it has commenced its initial operations, and its business
plan includes the generation of revenues within twelve to eighteen months. The
Company plans to create a database on a website for yacht brokers and individual
buyers and sellers to search for, locate, and interface immediately with
prospective leads. The Company intends to provide customers with multiple
benefits, including yachting and boating merchandise and supplies, comprehensive
resource information, insurance and funding options, and other related services.

The accompanying 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. As shown in the accompanying
financial statements, the Company is a development stage company with losses
since inception. These factors, among others, raise substantial doubt about its
ability to continue as a going concern.

The financial statements do not include any adjustments relating to the
recoverability and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern. The Company's continuation
as a going concern is dependent upon its ability to obtain additional operating
capital, complete development of its website, create an effective database,
provide competitive products and services, and ultimately to attain
profitability. The Company intends to acquire additional operating capital
through equity offerings to fund its business plan. There is no assurance that
the Company will be successful in raising additional funds.

USE OF ESTIMATES
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of 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 securities with original maturities of
three months or less when acquired to be cash equivalents. There were no cash
equivalents at September 30, 2004 or December 31, 2003.

FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash, accounts payable and
accrued liabilities. At September 30, 2004 and December 31, 2003, the fair value
of the Company's financial instruments approximate fair value due to the
short-term maturity of the instruments.

WEBSITE DEVELOPMENT COSTS
The Company capitalizes internal and external costs incurred to develop its
website during the application development stage in accordance with Statement of
Position 98-1 ("SOP 98-1"), Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use. Capitalized website development costs

F-7

YACHT FINDERS, INC.
(A Development Stage Company)
Notes to Financial Statements

will be amortized over an estimated life of three years commencing on the date
the website is ready for its intended use. The website was not ready for its
intended use at September 30, 2004.

The Company also follows Emerging Issues Task Force Issue No. 00-2 ("EITF
00-2"), Accounting for Web site Development Costs. EITF 00-2 requires the
implementation of SOP 98-1 when software is used by a vendor in providing a
service to a customer but the customer does not acquire the software or the
right to use it.

Costs incurred during the operating stage of the website including training,
administration, maintenance, and other costs to operate the web site will be
expensed as incurred. However, costs incurred during the operating stage that
provide additional functions or features and that upgrade or enhance the website
will be capitalized.

IMPAIRMENT OF LONG-LIVED ASSETS
The Company evaluates the carrying value of any long-lived assets under the
provisions of SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets ("SFAS 144"). SFAS 144 requires impairment losses to be
recorded on long-lived assets used in operations when indicators of impairment
are present and the undiscounted future cash flows estimated to be generated by
those assets are less than the assets' carrying amount. If such assets are
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeds the fair value of the assets. Assets to be
disposed of are reported at the lower of the carrying value or fair value, less
costs to sell.

LOSS PER COMMON SHARE
The Company reports loss per share using a dual presentation of basic and
diluted loss per share. Basic loss per share excludes the impact of common stock
equivalents and is determined by dividing income available to common
shareholders by the weighted average number of common shares outstanding during
the period. Diluted loss per share reflects the potential dilution that could
occur if securities and other contracts to issue common stock were exercised or
converted into common stock. At September 30, 2004 and December 31, 2003, there
were no variances between the basic and diluted loss per share as there were no
potentially dilutive securities outstanding.

INCOME TAXES
The Company accounts for income taxes under the provisions of SFAS No. 109,
Accounting for Income Taxes ("SFAS 109"). SFAS 109 requires recognition of
deferred tax liabilities and assets for the expected future tax consequences of
events that have been included in the financial statements or tax returns. Under
this method, deferred tax liabilities and assets are determined based on the
difference between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.

FISCAL YEAR-END
The Company operates on a December 31 year-end.

(2) Related Party Transactions

The Company's president contributed office space to the Company for all periods
presented. The office space was valued at $100 per month based on the market
rate in the local area and is included in the accompanying financial statements
as contributed rent expense with a corresponding credit to additional paid-in
capital.

In April 2003, the Company sold 5,000,000 shares of its restricted common stock
to its president for $500 ($.0001/share).

F-8

YACHT FINDERS, INC.
(A Development Stage Company)
Notes to Financial Statements

(3) Shareholders' Equity

Between July and September 2003, the Company offered for sale 400,000 shares at
of its common stock at a price of $0.10 per share. The Company closed the
offering after selling 139,000 shares for proceeds of $13,900. The offering was
made in reliance on an exemption from registration of a trade in the United
States under Regulation S of the United States Securities Act of 1933, as
amended.

(4) Income Taxes

A reconciliation of the U.S. statutory federal income tax rate to the effective
tax rate is as follows:

September 30, December 31,
2004 2003
U.S. statutory federal rate ...................... 15.00% 15.00%
State income tax rate, net of federal benefit 7.51% 7.51%
Contributed rent ................................. -3.27% -3.04%
Net operating loss for which no tax
benefit is currently available .................. -19.24% -19.47%
----- -----
0.00% 0.00%
===== =====

At September 30, 2004, deferred tax assets consisted of a net tax asset of
$2,492, due to operating loss carryforwards of $11,065, which was fully allowed
for, in the valuation allowance of $2,492. The valuation allowance offsets the
net deferred tax asset for which there is no assurance of recovery. The change
in the valuation allowance for the nine months ended September 30, 2004 and from
April 15, 2003 (inception) through December 31, 2003 totaled $1,193 and $1,299,
respectively. The current tax benefit for the nine months ended September 30,
2004 and from April 15, 2003 (inception) through December 31, 2003 also totaled
$1,193 and $1,299, respectively. The net operating loss carryforward expires
through the year 2024.

The valuation allowance will be evaluated at the end of each year, considering
positive and negative evidence about whether the deferred tax asset will be
realized. At that time, the allowance will either be increased or reduced;
reduction could result in the complete elimination of the allowance if positive
evidence indicates that the value of the deferred tax assets is no longer
impaired and the allowance is no longer required.

Should the Company undergo an ownership change as defined in Section 382 of the
Internal Revenue Code, the Company's tax net operating loss carryforwards
generated prior to the ownership change will be subject to an annual limitation,
which could reduce or defer the utilization of these losses.

F-9

Dealer Prospectus Delivery Obligation

"UNTIL ______________, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS."

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated costs of the offering are denoted below. Please note all amounts
are estimates other than the Commission's registration fee.

Securities and Exchange Commission registration fee $ 67
Accounting fees and expenses $3,200
Legal fees $ 500
Printing and mailing fees $ 250
Transfer Agent fees $ 983
------
Total $5,000
======

Yacht Finders will pay all expenses of the offering listed above. No portion of
these expenses will be borne by the selling shareholders.

RECENT SALES OF UNREGISTERED SECURITIES

On April 15, 2003, the Board of Directors authorized the issuance of 5,000,000
shares of common stock to Mr. Greenwood for $500, a price of $0.0001 per share.
In issuing the shares, the company relied upon Section 4(2) of Securities Act of
1933, as amended (the "Act"), under Rule 144. The price per share was an
arbitrary price set by the board of directors.

From the period of approximately July 1, 2003 until October 31, 2003, the
company offered and sold 139,000 shares at $0.10 per share to 49 non-affiliated
private investors. The company relied upon Regulation S, category 3 of Rule 903
of the Securities Act of 1933, as amended (the "Act"). Each prospective investor
was given a private placement memorandum designed to disclose all material
aspects of an investment in the company, including the business, management,
offering details, risk factors and financial statements. Each investor also
completed a subscription confirmation letter and private placement subscription
agreement whereby the investors certified that they were purchasing the shares
for their own accounts, were non U.S. persons, and had adequate and reasonable
opportunity and access to any corporate information necessary to make an
informed investment decision, that the securities would be resold in accordance
with Regulation S or pursuant to an available exemption. This offering was not
accompanied by general advertisement or general solicitation and the shares were
issued with a Regulation S restrictive legend. In addition, the Company has
adopted in conjunction with the sale of these securities a board resolution to
refuse to register or transfer any of the securities not made in accordance with
the provisions of Regulation S, pursuant to registration under the Securities
Act, or pursuant to an available exemption from registration.

Under the Securities Act of 1933, all sales of an issuers' securities or by a
shareholder, must either be made (i) pursuant to an effective registration
statement filed with the SEC, or (ii) pursuant to an exemption from the
registration requirements under the 1933 Act.

II-1

EXHIBITS

Exhibit 3.1 Articles of Incorporation Included
Exhibit 3.2 Bylaws Included
Exhibit 5 Opinion re: Legality Included
Exhibit 23.1 Consent of legal counsel Included in Exhibit 5
Exhibit 23.2 Consent of independent auditor Included

UNDERTAKINGS

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers of sales are being made, a
post-effective amendment to this registration statement to:

i. Include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
ii. Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in this
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low and high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement ; and
iii. Include any material information with respect to the plan of
distribution not previously disclosed in this registration statement
or any material change to such information in the registration
statement.

2. That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and that
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of
the securities being registered hereby which remain unsold at the
termination of the offering.

4. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to officers, directors, and controlling persons pursuant
to the provisions above, or otherwise, we have been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act, and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities is asserted our director, officer, or other
controlling person in connection with the securities registered, we will,
unless in the opinion of our legal counsel the matter has been settled by
controlling precedent, submit the question of whether such indemnification
is against public policy to a court of appropriate jurisdiction. We will
then be governed by the final adjudication of such issue.

II-2

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing Form SB-2 and authorized this registration statement
to be signed on its behalf by the undersigned, in the City of San Diego, State
of California, on December 27, 2004.

Yacht Finders, Inc.

/s/ Geoffrey L. Greenwood
----------------------------------
By Geoffrey L. Greenwood
(Principal Executive Officer,
Principal Accounting Officer)

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.

/s/ Geoffrey L. Greenwood December 27, 2004
- ----------------------------------- -----------------
Geoffrey L. Greenwood, President Date
(Principal Executive Officer, Principal Accounting Officer,
Principal Financial Officer)

II-3