U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15 (d) of
Securities Exchange Act of 1934
For the Period ended June 30, 2007
Commission File Number 333-121863
YACHT FINDERS, INC.
(Name of small business issuer in its charter)
Delaware 76-0736467
(State of incorporation) (IRS Employer ID Number)
2045 Kettner Blvd, Ste 101
San Diego, CA 92101
(619) 232-1001
(Address and telephone number of principal executive offices)
Karen Batcher
4190 Bonita Road
Bonita, CA 91912
(619) 475-7882
(Name and Address of Agent for Service) (Telephone Number)
Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). [X]
There were 5,199,000 shares of Common Stock outstanding as of June 30, 2007.
ITEM 1. FINANCIAL STATEMENTS
The unaudited quarterly financial statements for the 6 months ended June 30,
2007, prepared by the company, immediately follow.
2
YACHT FINDERS, INC
(A Development Stage Company)
Condensed Balance Sheet
(Unaudited)
June 30, 2007
ASSETS
Current assets:
Cash ............................................................. $ 18,353
--------
$ 18,353
========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities ......................... $ 1,500
Indebtedness to related party (Note 2) ........................... 11,100
--------
Total liabilities ............................................ 12,600
--------
Shareholders' equity (Notes 2 and 3):
Preferred stock, $.0001 par value; 20,000,000 shares authorized,
-0- shares issued and outstanding ............................... --
Common stock, $.0001 par value; 80,000,000 shares authorized,
5,199,000 shares issued and outstanding ......................... 520
Additional paid-in capital ....................................... 48,980
Deficit accumulated during development stage ..................... (43,747)
--------
Total shareholders' equity ................................... 5,753
--------
$ 18,353
========
See accompanying notes to condensed financial statements
3
YACHT FINDERS, INC
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
April 15, 2003
Three Months ended Six Months ended (Inception)
June 30, June 30, Through
-------------------------- -------------------------- June 30,
2007 2006 2007 2006 2007
---------- ---------- ---------- ---------- ----------
Expenses:
Contributed rent (Note 2) ........... $ 300 $ 300 $ 600 $ 600 $ 5,100
Professional fees ................... 3,020 2,726 3,440 2,951 32,130
Website ............................. -- -- -- -- 4,516
Other ............................... 71 36 296 72 2,001
---------- ---------- ---------- ---------- ----------
Total expenses .................. 3,391 3,062 4,336 3,623 43,747
---------- ---------- ---------- ---------- ----------
Loss before income taxes ........ (3,391) (3,062) (4,336) (3,623) (43,747)
Income tax provision (Note 4) ......... -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Net loss ........................ $ (3,391) $ (3,062) $ (4,336) $ (3,623) $ (43,747)
========== ========== ========== ========== ==========
Basic and diluted loss per share ...... $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========== ========== ========== ==========
Basic and diluted weighted average
common shares outstanding ............ 5,199,000 5,139,000 5,188,524 5,139,000
========== ========== ========== ==========
See accompanying notes to condensed financial statements
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YACHT FINDERS, INC.
(A Development Stage Company)
Condensed Statement of Changes in Shareholders' Equity
(Unaudited)
Deficit
Accumulated
Common Stock Additional During
--------------------- Paid-In Development
Shares Par Value Capital Stage Total
------ --------- ------- ----- -----
Balance at December 31, 2006 ............. 5,179,000 $ 518 $ 38,382 $ (39,411) $ (511)
March 2007, common stock sold pursuant
to SB-2 registered offering at $.50
per share (Note 3) ...................... 20,000 2 9,998 -- 10,000
Office space contributed by an officer ... -- -- 600 -- 600
Net loss ................................. -- -- -- (4,336) (4,336)
--------- ------- --------- --------- ---------
Balance at June 30, 2007 ................. 5,199,000 $ 520 $ 48,980 $ (43,747) $ 5,753
========= ======= ========= ========= =========
See accompanying notes to condensed financial statements
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YACHT FINDERS, INC
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
April 15, 2003
Six Months Ended (Inception)
June 30, Through
--------------------------- June 30,
2007 2006 2007
-------- -------- --------
Cash flows from operating activities:
Net loss ............................................... $ (4,336) $ (3,623) $(43,747)
Adjustments to reconcile net loss to net cash
used in operating activities:
Office space contributed by an officer .............. 600 600 5,100
Loss on website development fees .................... -- -- 2,500
Changes in operating assets and liabilities:
Accrued liabilities ................................. (3,000) (550) 1,500
-------- -------- --------
Net cash used in operating activities .......... (6,736) (3,573) (34,647)
-------- -------- --------
Cash flows from investing activities:
Payments for website development ....................... -- -- (2,500)
-------- -------- --------
Net cash used in investing activities .......... -- -- (2,500)
-------- -------- --------
Cash flows from financing activities:
Proceeds from the sale of common stock ................. 10,000 3,500 44,400
Proceeds from officer advances ......................... -- -- 11,100
-------- -------- --------
Net cash provided by financing activities ...... 10,000 3,500 55,500
-------- -------- --------
Net change in cash ............................. 3,264 (73) 18,353
Cash, beginning of period ................................ 15,089 556 --
-------- -------- --------
Cash, end of period ...................................... $ 18,353 $ 483 $ 18,353
======== ======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes $ -- $ -- $ --
======== ======== ========
Interest $ -- $ -- $ --
======== ======== ========
See accompanying notes to condensed financial statements
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YACHT FINDERS, INC.
(A Development Stage Company)
Notes to Condensed Financial Statements
(Unaudited)
(1) BASIS OF PRESENTATION
The condensed financial statements presented herein have been prepared by the
Company in accordance with the accounting policies in its audited financial
statements for the period ended December 31, 2006 as filed in its Form 10-KSB
and should be read in conjunction with the notes thereto. The Company is in the
development stage in accordance with Statement of Financial Accounting Standards
("SFAS") No. 7.
In the opinion of management, the accompanying condensed financial statements
contain all adjustments (consisting only of normal recurring adjustments) which
are necessary to provide a fair presentation of operating results for the
interim periods presented. Certain information and footnote disclosures,
normally included in the financial statements prepared in accordance with
generally accepted accounting principles, have been condensed or omitted. The
results of operations presented for the three and six months ended June 30, 2007
are not necessarily indicative of the results to be expected for the year.
Interim financial data presented herein are unaudited.
(2) RELATED PARTY TRANSACTIONS
In March 2007, the Company sold 5,000 shares of its common stock to the brother
of the Company's president for $2,500, or $.50 per share.
From inception through June 30, 2007, the Company's president has advanced the
Company $11,100 for working capital. The advances are non-interest bearing and
are due on demand. Management plans to settle the advances with cash or stock.
The advances are included in the accompanying financial statements as
"Indebtedness to related party".
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 reflected in the accompanying financial statements
as contributed rent expense with a corresponding credit to additional paid-in
capital.
In September 2006, the Company sold 40,000 shares of its common stock to the
brother of the Company's president for $20,000, or $.50 per share.
In April 2003, the Company sold 5,000,000 shares of its restricted common stock
to its president for $500 ($.0001/share).
(3) SHAREHOLDERS' EQUITY
During March 2007, the Company sold 15,000 shares of its common stock at a price
of $.50 per share for total proceeds of $7,500. The offering was made pursuant
to the Company's SB-2 registration statement that became effective in 2006. All
sales were conducted through the Company's officer and director.
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YACHT FINDERS, INC.
(A Development Stage Company)
Notes to Condensed Financial Statements
(Unaudited)
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
The Company records its income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes". The Company incurred net operating losses during
all periods presented resulting in a deferred tax asset, which was fully allowed
for; therefore, the net benefit and expense resulted in $-0- income taxes.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS
We are still in our development stage and have generated no revenues to date. We
do not expect to satisfy our cash requirements for business operations for the
next 12 months with our current cash in the bank and unless we have revenues,
additional financing to maintain our ongoing business operations may be
required. We may decide that we can not continue with our business operations as
outlined in our original business plan because of a lack of financial results
and resources; therefore we may look for other potential business opportunities
that might be available to us. However, we can not assure that there will be any
other business opportunities available nor the nature of the business
opportunity, nor indication of the financial resources required of any possible
business opportunity.
We incurred operating expenses of $3,391 for the three months ended June 30,
2007 and $3,062 for the three months ended June 30, 2006. These expenses
consisted of general operating expenses incurred in connection with the day to
day operation of our business and the preparation and filing of our periodic
reports.
Our net loss for the six months ended June 30, 2007 and 2006 were ($4,336) and
($3,623) respectively. Revenues for the six months ended June 30, 2007 and 2006
were $0 and $0, respectively.
Cash provided by financing activities from inception through June 30, 2007 was
$500 resulting form the sale of common stock to our director Geoffrey Greenwood
who purchased 5,000,000 shares of our Common Stock at $.0001 per share in April,
2003; $13,900 resulting from the sale of common stock to 48 un-affiliated
shareholders who purchased 139,000 shares at $.10 per share pursuant to a Reg S
offering completed between July and September, 2003; $20,000 resulting from the
sale of common stock to an affiliated shareholder who purchased 40,000 shares at
$.50 per share in a private offering September, 2006; and $10,000 resulting from
the sale of common stock to 1 affiliated and 3 un-affiliated shareholders at
$.50 per share pursuant to our SB-2 offering which closed on April 3, 2007.
Our auditors have expressed their doubt about our ability to continue as a going
concern unless we are able to generate profitable operations.
LIQUIDITY AND CAPITAL RESOURCES
Currently, we anticipate our current cash balance of $18,353 will allow us to
complete the next six months of our operations in a limited scenario without
having to raise additional funds or seek bank loans. Our director has verbally
agreed to loan the company funds to continue operations in this limited scenario
until sales will support operations or until we receive additional funding. We
currently have no plans to hire additional employees in the next twelve months
unless sales are sufficient to cover the cost. If we have not yet generated
revenues sufficient to sustain business operations, we may have to raise
additional monies through sales of our equity securities or through loans from
banks or third parties to continue our business plans, however there is no
assurance that sufficient revenues can be generated or that additional financing
will be available, if required, or on terms favorable to us.
We may decide that we can not continue operations as detailed in our original
business plan because of the lack of success of our current business. We may
look for other potential business opportunities that might be available to the
Company. There can be no certainties that there will be any other business
opportunities available; nor the nature of the business opportunity; nor any
indication of the financial resources required of any possible business
opportunity.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonable likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.
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COMPLETED MILESTONES TO IMPLEMENT BUSINESS OPERATIONS
2nd Quarter, 2007
- Begun build-out of our dedicated web based yacht MLS (multiple listing
services) system. The build-out will consists of completing database
programs. Ad server technology will allow partner/banner ads to be
included on the website, and we have begun initial contact with ad
servers for participation.
- Begun design for mailer to a focused marketing group regarding Yacht
Finder's services to the regional southern California yachting market.
- Reviewed our database of several yacht broker associations including
the California Yacht Broker Association for contact regarding Yacht
Finder's services.
PROPOSED MILESTONES TO IMPLEMENT BUSINESS OPERATIONS
3rd Quarter
- Complete MLS system and Beta test with several yacht broker affiliates
in a real world scenario. Yacht Finders plans to work with the yacht
broker affiliates to establish a formal focus group on how to improve
the services and products of Yacht Finders, Inc. We plan to offer our
services to a select group of yacht brokers to test market our web
services. We will offer the services for free at no risk for a period
of 12 months, and will demonstrate to the clients how to upload their
inventory and boat listings.
- Complete any beta testing issues and improve the functions and
services where needed.
- Begin marketing efforts to seek affiliate yacht brokerage firms to
sign up with Yacht Finder's yacht listing services.
- Contact several ad sponsors for the ad sponsor sections of the web
portal including West Marine, San Diego, CA
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The unaudited financial statements as of June 30, 2007 included herein have been
prepared without audit pursuant to the rules and regulations of the U.S.
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with general
accepted accounting procedures have been condensed or omitted pursuant to such
rules and regulations. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. It is suggested that these financial statements be read in
conjunction with our December 31, 2006 audited financial statements and notes
thereto, which can be found in our 10KSB filing on the SEC website at
www.sec.gov under our SEC File Number333-121863.
Management's discussion and analysis of our financial condition and results of
operations are based on the financial statement which is prepared in accordance
with accounting principles generally accepted in the United Sates of America
GAAP).
The financial statements have, in management's opinion, been properly prepared
within reasonable limits of materiality and within the framework of the
significant accounting policies summarized below:
A. BASIS OF ACCOUNTING
The financial statements have been prepared using the accrual basis of
accounting. Under the accrual basis of accounting, revenues are recorded as
earned and expenses are recorded at the time liabilities are incurred. The
Company has adopted a December 31 year-end.
B. CASH EQUIVALENTS
The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
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C. USE OF ESTIMATES
The preparation of such financial statements requires Management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses and related disclosure of contingent assets
and liabilities. On an ongoing basis, management will evaluate its estimates and
will base its estimates on historical experience, as well as on various other
assumptions in light of the circumstances surrounding the estimate, and the
results will form the basis in making judgments about the carrying values of our
assets and liabilities that are not readily apparent form other sources. It
should be noted, however, that actual results could materially differ from the
amount derived from Management's estimates under different assumptions or
conditions.
D. DEVELOPMENT STAGE
The Company continues to devote substantially all of its efforts in developing 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, and yacht owners, yacht
financing, insurance, manufacturing and supply companies.
E. BASIC EARNINGS PER SHARE
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share.
Basic net loss per share amounts is computed by dividing the net income by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic earnings per share due to the lack of dilutive items in
the Company.
F. INCOME TAXES
Income taxes are provided in accordance with Statement of Financial accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carry forwards. Deferred tax expense (benefit)
results from the net change during the year of deferred tax assets and
liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
Management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.
G. REVENUE RECOGNITION
The Company recognizes revenues from listing services when persuasive evidence
of an arrangement exists, delivery has occurred or service has been rendered,
the fee is fixed or determinable, and collection of the resulting receivable is
probable.
Our Management does not believe that any recently issued, but not yet effective
accounting standards if currently adopted, would have a material effect on our
current financial statements.
FORWARD LOOKING STATEMENTS
Some of the statements contained in this Form 10-QSB that are not historical
facts are "forward-looking statements" which can be identified by the use of
terminology such as "estimates," "projects," "plans," "believes," "expects,"
"anticipates," "intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties. We urge you to be cautious of
the forward-looking statements, that such statements, which are contained in
this Form 10-QSB, reflect our current beliefs with respect to future events and
involve known and unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No assurances can be
given regarding the achievement of future results, as actual results may differ
11
materially as a result of the risks we face, and actual events may differ from
the assumptions underlying the statements that have been made regarding
anticipated events.
All written forward-looking statements made in connection with this Form 10-QSB
that are attributable to us or persons acting on our behalf are expressly
qualified in their entirety by these cautionary statements. Given the
uncertainties that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.
The safe harbors of forward-looking statements provided by the Securities
Litigation Reform Act of 1995 are unavailable to issuers not subject to the
reporting requirements set forth under Section 13(a) or 15(D) of the Securities
Exchange Act of 1934, as amended. As we have not registered our securities
pursuant to Section 12 of the Exchange Act, such safe harbors set forth under
the Reform Act are unavailable to us.
ITEM 3. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms relating to our company, particularly during
the period when this report was being prepared.
Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date. We have not identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The following exhibits are included with this registration statement filing.
Those marked with an asterisk and required to be filed hereunder, are
incorporated by reference and can be found in their entirety in our original
Form SB-2 Registration Statement, filed under SEC File Number 333-121863, at the
SEC website at www.sec.gov:
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Sec. 302 Certification of Principal Executive Officer
31.2 Sec. 302 Certification of Principal Financial Officer
32.1 Sec. 906 Certification of Principal Executive Officer
32.2 Sec. 906 Certification of Principal Financial Officer
There were no reports filed on Form 8-K during the quarter ended June 30, 2007.
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SIGNATURES
Pursuant to the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
August 7, 2007 Yacht Finders, Inc., Registrant
By: /s/ Geoffrey Greenwood
-------------------------------------------
Geoffrey Greenwood, Director, President and
Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
August 7, 2007 Yacht Finders, Inc., Registrant
By: /s/ Geoffrey Greenwood
--------------------------------------------
Geoffrey Greenwood, President and
Chief Executive Officer, Treasurer,
Chief Financial Officer, and
Principal Accounting Officer
13