ITEM
1. INTERIM FINANCIAL STATEMENTS
YALE
TRANSACTION FINDERS, INC.
(formerly
Yacht Finders, Inc.)
Condensed
Balance Sheets (Unaudited)
See
accompanying notes to condensed financial statements
YALE
TRANSACTION FINDERS, INC.
(Formerly
Yacht Finders, Inc.)
Condensed
Statements of Operations (Unaudited)
See
accompanying notes to condensed financial statements
YALE
TRANSACTION FINDERS, INC.
(Formerly
Yacht Finders Inc.)
Condensed
Statement of Changes in Stockholders’ Deficit
(Unaudited)
| | |
Common Stock | | |
Additional
Paid-In | | |
Accumulated | | |
| |
| | |
Shares | | |
Par Value | | |
Capital | | |
Deficit | | |
Total | |
| | |
| | |
| | |
| | |
| | |
| |
| Balance at January 1, 2021 | |
| 5,199,000 | | |
$ | 520 | | |
$ | 49,280 | | |
$ | (1,118,495 | ) | |
$ | (1,068,695 | ) |
| Net Loss | |
| - | | |
| - | | |
| - | | |
$ | (23,757 | ) | |
$ | (23,757 | ) |
| Balance at March 31, 2021 | |
| 5,199,000 | | |
$ | 520 | | |
$ | 49,280 | | |
$ | (1,142,252 | ) | |
$ | (1,092,452 | ) |
| Net Loss | |
| - | | |
| - | | |
| - | | |
| (26,727 | ) | |
| (26,727 | ) |
| Balance at June 30, 2021 | |
| 5,199,000 | | |
$ | 520 | | |
$ | 49,280 | | |
$ | (1,057,112 | ) | |
$ | (1,007,312 | ) |
See
accompanying notes to condensed financial statements
YALE
TRANSACTION FINDERS, INC.
(formerly
Yacht Finders, Inc.)
Condensed
Statements of Cash Flows (Unaudited)
See
accompanying notes to condensed financial statements
YALE
TRANSACTION FINDERS, INC.
(formerly
Yacht Finders, Inc.)
NOTES
TO THE INTERIM CONDENSED FINANCIAL STATEMENTS
June
30, 2022
(Unaudited)
(1)
ORGANIZATION AND BASIS OF PRESENTATION
Yale
Transaction Finders, Inc. (the “Company”) was incorporated in Delaware on November 15, 2000 as Sneeoosh Corporation. On October
20, 2000 the Company filed an amended Certificate of Incorporation to change the name to Snohomish Corporation. The Company did not conduct
any operations until April 15, 2003, the date the Company filed a subsequent amendment to change the name to Yacht Finders, Inc. On April
7, 2022, the Company filed an amendment to the Certificate of Incorporation to change the name to Yale Transaction Finders, Inc.
Yale
Transaction Finders, Inc.’s business plan was to create an online database for public buyers and yacht brokers to interface immediately
with each other while capturing the benefits of targeting a larger market. On November 6, 2007, the Company discontinued its prior business
and changed its business plan. The Company’s business plan now consists of exploring potential targets for a business combination
through the purchase of assets, share purchase or exchange, merger or similar type of transaction.
The
accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the
United States of America for annual financial statements. In the opinion of management, all adjustments, consisting of normal recurring
accruals considered necessary for a fair presentation, have been included. Operating results for the three and six months ended June
30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. For further information,
refer to the financial statements and footnotes thereto included in the Form 10-K for the year ended December 31, 2021.
(2)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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.
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. For the three months ended June 30, 2022, there were no
variances between the basic and diluted loss per share as there were no potentially dilutive securities outstanding.
GOING CONCERN
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. The Company generated a net loss of $48,036 for the six-month period ended
June 30, 2022 and had a negative working capital of $26,289 and an accumulated deficit of $1,256,552 as of June 30, 2022. These conditions,
among others, raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation
as a going concern is dependent on working capital advances being provided by the Company’s majority shareholder for its ability
to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty. There is no assurance that the working capital
advances will continue in the future nor that Company will be successful in raising additional funds through other sources. The Company’s
plan to alleviate the going concern issue is to continue to seek out a merger partner which has the financial resources to address the
going concern question.
In December 2019, an outbreak of a novel strain of
coronavirus (COVID-19) originated in Wuhan, China, and has since spread to a number of other countries, including the United States. On
March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. While the Company presently has no ongoing operations
or employees, this situation could limit the market for a merger partner for a strategic business combination. Any of these uncertainties
could have a material adverse effect on the business, financial condition or results of operations.
(2)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON’T)
NEW
ACCOUNTING PRONOUNCEMENTS
From
time-to-time new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that
may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements
and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting
or that such impact will not be material to its financial position, results of operations and cash flows when implemented.
(3)
RELATED PARTY TRANSACTIONS
The
Company previously had loans and notes outstanding from a shareholder in the aggregate amount of $780,631, which bore interest at 6%
per annum and represented amounts loaned to the Company to pay the Company’s operating expenses. On December 31, 2020, the Payee
under the Note and the Company agreed to extend the maturity date of the Note to December 31, 2021. On March 22, 2022, all amounts owed
thereunder was contributed by the shareholder to the capital of the Company for no additional consideration.
Pursuant
to a Services Agreement with Fountainhead Capital Management Limited (“FHM”), a former shareholder, the Company was obligated
to pay FHM a quarterly fee in the amount of $10,000, in cash or in kind, on the first day of each calendar quarter commencing October
1, 2007. The Services Agreement was terminated by mutual agreement between FHM and the Company effective June 30, 2021. Total fees accrued
to note payable – related party for the three-month period ended June 30, 2022 were $0.
In
May 2022, the Company issued promissory notes to four lenders, including two affiliated with the Company’s officers, in an aggregate
amount of $50,000. The notes have a maturity date of June 30, 2023 and bear interest at the rate of 5.0% per annum, payable at maturity.
The principal and accrued interest on the notes is convertible, at the election of the lenders, into shares of the Company’s common
stock following the consummation of a “Qualified Financing” (as defined in the notes), or upon the consummation of a “Fundamental
Transaction” (as defined in the notes) at the “Conversion Price” of the share price attributable to the Company’s
Common Stock in a Qualified Financing , or if no Qualified Financing shall have been consummated, the per price share in the Fundamental
Transaction as determined in good faith by the Board of Directors of the Company (as defined in the notes). The proceeds of the notes
will be utilized by the Company to fund working capital needs.
(4)
CHANGE IN CONTROL
On
March 22, 2022, the Company entered into and consummated a Securities Purchase Agreement (the “Purchase Agreement”) with
Fountainhead Capital Management Limited, a Jersey company (the “Seller”), Ironbound Partners Fund, LLC, a Delaware limited
liability company, Moyo Partners, LLC, a New York limited liability company, Dakota Group, Ltd., a New York limited liability company,
and Rise Capital Corp., a New York corporation (each a “Purchaser” and together, the “Purchasers”).
Pursuant
to the Purchase Agreement, the Seller sold to Purchasers an aggregate of 5,120,000 shares of common stock of the Company held by the
Seller (the “Shares”), representing approximately 98.5% of the outstanding capital stock of the Company, for an aggregate
purchase price of $352,641. The Purchasers owned no other shares of capital stock of the Company prior to the consummation of the Purchase
Agreement.
Additionally,
pursuant to the Purchase Agreement:
| |
● |
The
Seller contributed a promissory note issued by the Company in favor of Seller in the amount of $832,305 (the “Note”)
plus accrued interest, which as of March 17, 2002 was $348,158, to the Company’s capital for no additional consideration; |
| |
|
|
| |
● |
Thomas
W. Colligan, the sole director of the Company, authorized an increase in the number of directors on the Board from one to two and
appointed Jonathan J. Ledecky as a director to fill the vacancy on the Board created by this increase; |
| |
|
|
| |
● |
Mr.
Colligan resigned as Chief Executive Officer, Chief Financial Officer, President and Treasurer, effectively immediately, and resigned
from the Company’s board, effective on the day following the tenth day after the mailing of the Information Statement (defined
below); and |
The
Board appointed Mr. Ledecky as Chief Executive Officer and Chief Financial Officer of the Company and Arnold P. Kling as President, Treasurer
and Secretary of the Company.
(5)
SUBSEQUENT EVENTS
The
Company has evaluated subsequent events through the date the financial statements were available to be issued. Based on this evaluation,
the Company had no reportable subsequent events other than those disclosed elsewhere in these financials.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The
following discussion should be read in conjunction with our unaudited financial statements and the notes thereto.
Forward-Looking
Statements
This
quarterly report contains forward-looking statements and information relating to us that are based on the beliefs of our management as
well as assumptions made by, and information currently available to, our management. When used in this report, the words “believe,”
“anticipate,” “expect,” “estimate,” “intend”, “plan” and similar expressions,
as they relate to us or our management, are intended to identify forward-looking statements. These statements reflect management’s
current view of us concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others:
a general economic downturn; a downturn in the securities markets; federal or state laws or regulations having an adverse effect on proposed
transactions that we desire to effect; Securities and Exchange Commission regulations which affect trading in the securities of “penny
stocks”; and other risks and uncertainties. Should any of these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those described in this report as anticipated, estimated or expected. The accompanying
information contained in this registration statement, including, without limitation, the information set forth under the heading “Management’s
Discussion and Analysis or Plan of Operation — Risk Factors” identifies important additional factors that could materially
adversely affect actual results and performance. You are urged to carefully consider these factors. All forward-looking statements attributable
to us are expressly qualified in their entirety by the foregoing cautionary statement.
Overview
We
are a presently a shell company (as defined in Rule 12b-2 of the Exchange Act) whose plan of operation over the next twelve months is
to seek and, if possible, acquire an operating business or valuable assets by entering into a business combination. We will not be restricted
in our search for business combination candidates to any particular geographical area, industry or industry segment, and may enter into
a combination with a private business engaged in any line of business, including service, finance, mining, manufacturing, real estate,
oil and gas, distribution, transportation, medical, communications, high technology, biotechnology or any other. Management’s discretion
is, as a practical matter, unlimited in the selection of a combination candidate. Management will seek combination candidates in the
United States and other countries, as available time and resources permit, through existing associations and by word of mouth. This plan
of operation has been adopted in order to attempt to create value for our shareholders. For further information on our plan of operation
and business, see PART I, Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2021.
Plan
of Operation
We
do not intend to do any product research or development. We do not expect to buy or sell any real estate, plant or equipment except as
such a purchase might occur by way of a business combination that is structured as an asset purchase, and no such asset purchase currently
is anticipated. Similarly, we do not expect to add additional employees or any full-time employees except as a result of completing a
business combination, and any such employees likely will be persons already then employed by the company acquired.
The
Company’s business plan consists of exploring potential targets for a business combination through the purchase of assets, share
purchase or exchange, merger or similar type of transaction. We anticipate no operations unless and until we complete a business combination
as described above.
Six
Months Ended June 30, 2022 Compared to June 30, 2021
The
following table summarizes the results of our operations during the six months ended June 30, 2022 and June 30, 2021 and provides information
regarding the dollar and percentage increase or (decrease) from the current 6-month period to the prior 6-month period:
| Line Item | |
6/30/2022 (unaudited) | | |
6/30/2021 (unaudited) | | |
Increase/ (Decrease) | | |
Percentage Increase (Decrease) | |
| | |
| | |
| | |
| | |
| |
| Revenues | |
| — | | |
| — | | |
| — | | |
| — | |
| Operating expenses | |
| 38,120 | | |
| 27,912 | | |
| 10,208 | | |
| 37.0 | % |
| Net loss | |
| 48,036 | | |
| 50,484 | | |
| (2,448 | ) | |
| (4.85 | )% |
| Loss per share of common stock | |
$ | | | |
| | | |
| | | |
| | |
We
recorded a net loss of $48,036 for the six months ended June 30, 2022 as compared with a net loss of $50,484 for the six months ended
June 30, 2021. The principal reason for the increase in Operating Expenses was an increase in professional fees, partially offset by
the elimination of the Fountainhead Capital Management Limited advisory fee effective as of June 30, 2021.
Liquidity
and Capital Resources
We
had $27,616 cash on hand at June 30, 2022 and had no other assets to meet ongoing expenses or debts that may accumulate. Since inception,
we have accumulated a deficit of $1,256,552. As of June 30, 2022, we had $53,905 in liabilities and a negative working capital of $26,289.
We
have no commitment for any capital expenditure and foresee none. However, we will incur routine fees and expenses incident to our reporting
duties as a public company, and we will incur expenses in finding and investigating possible acquisitions and other fees and expenses
in the event we make an acquisition or attempt but are unable to complete an acquisition. Our cash requirements for the next twelve months
are principally for accounting expenses and other expenses related to making filings required under the Securities Exchange Act of 1934,
which should not exceed $50,000 in the fiscal year ending December 31, 2022. Any travel, lodging or other expenses which may arise related
to finding, investigating and attempting to complete a combination with one or more potential acquisitions could also amount to thousands
of dollars.
We
will only be able to pay our future obligations and meet operating expenses by raising additional funds, acquiring a profitable company
or otherwise generating positive cash flow. As a practical matter, we are unlikely to generate positive cash flow by any means other
than acquiring a company with such cash flow. We believe that management members or shareholders will loan funds to us as needed for
operations prior to completion of an acquisition. Management and the shareholders are not obligated to provide funds to us, however,
and it is not certain they will always want or be financially able to do so. Our shareholders and management members who advance money
to us to cover operating expenses will expect to be reimbursed, either by us or by the company acquired, prior to or at the time of completing
a combination. We have no intention of borrowing money to reimburse or pay salaries to any of our officers, directors or shareholders
or their affiliates. There currently are no plans to sell additional securities to raise capital, although sales of securities may be
necessary to obtain needed funds. Our current management has agreed to continue their services to us and to accrue sums owed them for
services and expenses and expect payment reimbursement only.
Should
existing management or shareholders refuse to advance needed funds, however, we would be forced to turn to outside parties to either
loan money to us or buy our securities. There is no assurance whatever that we will be able at need to raise necessary funds from outside
sources. Such a lack of funds could result in severe consequences to us, including among others:
| ● |
failure to make timely filings with
the SEC as required by the Exchange Act, which also probably would result in suspension of trading or quotation in our stock and
could result in fines and penalties to us under the Exchange Act; |
| |
|
| ● |
curtailing
or eliminating our ability to locate and perform suitable investigations of potential acquisitions; or |
| |
|
| ● |
inability to complete a desirable acquisition due to
lack of funds to pay legal and accounting fees and acquisition-related expenses. |
We
hope to require potential candidate companies to deposit funds with us that we can use to defray professional fees and travel, lodging
and other due diligence expenses incurred by our management related to finding and investigating a candidate company and negotiating
and consummating a business combination. There is no assurance that any potential candidate will agree to make such a deposit.
Going
Concern
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. We had $26,289 negative
working capital as of June 30, 2022; we had an accumulated deficit of $1,256,552 incurred through June 30, 2022 and recorded a loss of
$48,036 for the first six months of 2022 and a loss of $90,021 from operations for the fiscal year ended December 31, 2021. These factors,
among others, raise substantial doubt regarding the Company’s ability to continue as a going concern. The continuation of the Company
as a going concern is dependent upon the continued financial support from its shareholders or the ability of the Company to obtain necessary
equity financing to continue operations. The financial statements do not include any adjustments that might result from the uncertainty
about our ability to continue our business. Given the Company’s limited resources and limited access to capital, there is little
the Company can do to address this issue until it identifies and completes a transaction with a third party. There is no guarantee that
such a transaction can be completed, and if one is completed, that it will be on terms which are beneficial to shareholders or alleviate
the substantial doubt about the Company’s ability to continue as a going concern. The Company’s plan to alleviate the going
concern issue is to continue to seek out a merger partner which has the financial resources to address the going concern issue.
In
December 2019, an outbreak of a novel strain of coronavirus (COVID-19) originated in Wuhan, China, and has since spread to a number of
other countries, including the United States. On March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic.
While the Company presently has no ongoing operations or employees, this situation could limit the market for a merger partner for a
strategic business combination. Any of these uncertainties could have a material adverse effect on the business, financial condition
or results of operations.
Off-Balance
Sheet Arrangements
We
do not have any off-balance sheet arrangements that have or are reasonably 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.
ITEM
4. 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 principal financial officer,
we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e)
promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of June 30, 2022. Based on this evaluation, our
principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are not effective
to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that
our disclosure and controls are not designed to ensure that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal
financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
The
matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the
Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, resulting in ineffective oversight in the
establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure and reporting processes.
Management
believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However,
management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors
results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result
in a material misstatement in our financial statements in future periods.
Changes
in Internal Control Over Financial Reporting
There
were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls
over financial reporting that occurred during the first quarter of fiscal 2022 that has materially affected, or is reasonably likely
to materially affect, our internal control over financial reporting.
