UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q





QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the Quarter ended December 31, 2008



BOVERAN DIAGNOSTICS, INC.



Commission File Number: 0001333675



|                                                               |                                     
|-------------------------------------------------------------- | ------------------------------------
|Nevada                                                         | 20-2725030                          
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)
|                                                               |                                     
|638 Main St, Lake Geneva, WI                                   | 53147                               
|(Address of principal executive offices)                       | (Zip Code)                          
|                                                               |                                     
|(954) 495-9334
(Issuer's telephone number)                    



Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



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|---------------------------- |  | ---------------------- |  | ------------------------------------------------------------------------ |  | -----------------------------
|                             |  |                        |  |                                                                          |  |                              
|                             |  |                        |  |                                                                          |  |                              
|Large Accelerated Filer [  ] |  | Accelerated Filer [  ] |  | Non-Accelerated Filer [  ] (Do not check if a smaller reporting company) |  | Smaller Reporting Company [X]



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes []    No [X]



As of February 19, 2009, there were 24,000,000 outstanding shares of the registrant's common stock, $.001 par value per share.







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TABLE OF CONTENTS







PART I  FINANCIAL INFORMATION



ITEM 1.              INTERIM FINANCIAL STATEMENTS

ITEM 2.              MANAGEMENT'S DISCUSSION AND ANALYSIS

ITEM 3.              QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 4.              CONTROLS AND PROCEDURES





PART II  OTHER INFORMATION





ITEM 1.              LEGAL PROCEEDINGS

ITEM 1A.           RISK FACTORS

ITEM 2.              UNREGISTERED SALES OF EQUITY SECURITIES

ITEM 3.              DEFAULTS UPON SENIOR SECURITIES

ITEM 4.              SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ITEM 5.              OTHER INFORMATION

ITEM 6.              EXHIBITS



SIGNATURES









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PART I  FINANCIAL INFORMATION



ITEM 1.  INTERIM FINANCIAL STATEMENTS



BOVERAN DIAGNOSTICS, INC.

CONDENSED BALANCE SHEETS



|                                            |                                                  |                     |        |                   |                     |              |                   |              
|------------------------------------------- | ------------------------------------------------ | ------------------- | ------ | ----------------- | ------------------- | ------------ | ----------------- | -------------
|                                            |                                                  |                     |        |                   |                     | December 31, |                   | September 30,
|                                            |                                                  |                     |        |                   |                     | 2008         |                   | 2008         
|                                            |                                                  |                     |        |                   |                     | (unaudited)  |                   |              
|Assets                                      |                                                  |                     |        |                   |                     |              |                   |              
|                                            | Escrow deposit                                   |                     |        |                   | $             3,378 |              | $           4,245
|                                            | Other current asset                              |                     |        | -                 |                     | 50          
|Total assets                                |                                                  |                     |        |                   | $             3,378 |              | $           4,295
|                                            |                                                  |                     |        |                   |                     |              |                   |              
|Liabilities and Stockholders Deficit       |                                                  |                     |        |                   |                    
|                                            | Bank overdraft                                   |                     |        |                   | $               280 |              | $             535
|                                            | Accounts payable                                 |                     |        |                   | 64,283              |              | 51,537           
|                                            | Accounts payable - related parties               |                     | 76,634 |                   | 73,846             
|                                            | Accrued expenses                                 |                     |        |                   | 62,873              |              | 55,271           
|                                            | Loans from stockholders                          |                     |        | 459,060           |                     | 451,652     
|                                            | Note payable                                     |                     |        |                   | 40,430              |              | 40,430           
|                                            | Bank lines of credit                             |                     |        |                   | 225,018             |              | 243,221          
|Total current liabilities                   |                                                  |                     |        | 928,578           |                     | 916,492     
|                                            |                                                  |                     |        |                   |                     |              |                   |              
|Stockholders' deficit                       |                                                  |                     |        |                   |                     |             
|                                            | Common stock, $.001 par value, 50,000,000 shares |                     |        |                  
|                                            | authorized, 24,000,000                           |                     |        |                   |                     |             
|                                            | issued and outstanding                           |                     |        | 24,000            |                     | 24,000      
|                                            | Additional paid in capital                       |                     |        | 1,538,989         |                     | 1,538,989   
|                                            | Accumulated deficit                              |                     |        | (2,488,189)       |                     | (2,475,186) 
|Total stockholders' deficit                 |                                                  |                     |        | (925,200)         |                     | (912,197)   
|                                            |                                                  |                     |        |                   |                     |              |                   |              
|Total liabilities and stockholders' deficit |                                                  | $             3,378 |        | $           4,295
|                                            |                                                  |                     |        |                   |                     |              |                   |              

























See accompanying notes to the condensed financial statements.







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BOVERAN DIAGNOSTICS, INC.

CONDENSED STATEMENTS OF OPERATIONS



|                                    |                             |  |                    |                      |                   |              |              |            
|----------------------------------- | --------------------------- |  | ------------------ | -------------------- | ----------------- | ------------ | ------------ | -----------
|                                    |                             |  |                    |                      |                   | Three Months
|                                    |                             |  |                    |                      |                   | Ended       
|                                    |                             |  |                    |                      |                   | December 31,
|                                    |                             |  |                    |                      |                   | 2008         |              | 2007       
|                                    |                             |  |                    |                      |                   | (unaudited)  |              | (unaudited)
|                                    |                             |  |                    |                      |                   |              |              |            
|Brokerage income                    |                             |  |                    | $                  - |                   | $     56,085
|                                    |                             |  |                    |                      |                   |              |              |            
|Operating expenses                  |                             |  |                    |                      |                   |             
|                                    | General and administrative  |  |                    | 23,676               |                   | 445,690     
|                                    | Depreciation expense        |  |                    | -                    |                   | 1,149       
|Total operating expenses            |                             |  |                    | 23,676               |                   | 446,839     
|                                    |                             |  |                    |                      |                   |              |              |            
|Loss from operations                |                             |  |                    | (23,676)             |                   | (390,754)   
|                                    |                             |  |                    |                      |                   |              |              |            
|Other income/(expense)              |                             |  |                    |                      |                   |             
|                                    | Interest expense            |  |                    |                      | (13,619)          |              | (8,796)     
|                                    | Gain on forgiveness of debt |  |                    | 24,292               |                   | -           
|Total other income/(expense)        |                             |  | 10,673             |                      | (8,796)          
|                                    |                             |  |                    |                      |                   |              |              |            
|Net loss                            |                             |  |                    |                      | $        (13,003) |              | $  (399,550)
|                                    |                             |  |                    |                      |                   |              |              |            
|Basic and diluted loss per share    |                             |  | $                - |                      | $       (0.02)   
|                                    |                             |  |                    |                      |                   |              |              |            
|Weighted average shares outstanding |                             |  | 24,000,000         |                      | 19,190,316       
|                                    |                             |  |                    |                      |                   |              |              |            































See accompanying notes to the condensed financial statements.







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BOVERAN DIAGNOSTICS, INC.

CONDENSED STATEMENTS OF CASH FLOWS



|                                                  |                                           |                                           |                                    |                  |                  |                  |              
|------------------------------------------------- | ----------------------------------------- | ----------------------------------------- | ---------------------------------- | ---------------- | ---------------- | ---------------- | -------------
|                                                  |                                           |                                           |                                    |                  | Three Months    
|                                                  |                                           |                                           |                                    |                  | Ended           
|                                                  |                                           |                                           |                                    |                  | December 31,    
|                                                  |                                           |                                           |                                    |                  | 2008             |                  | 2007         
|                                                  |                                           |                                           |                                    |                  | (unaudited)      |                  | (unaudited)  
|                                                  |                                           |                                           |                                    |                  |                  |                  |              
|Cash Flows From Operating Activities              |                                           |                                           |                                    |                 
|                                                  | Net loss                                  |                                           |                                    |                  | $    (13,003)    |                  | $   (399,550)
|                                                  | Adjustments to reconcile net loss to net  |                                           |                                    |                 
|                                                  | cash used in operating activities:        |                                           |                                    |                 
|                                                  |                                           | Depreciation expense                      | -                                  |                  | 1,149           
|                                                  |                                           | Amortization of prepaid non cash services | -                                  |                  | 370,262         
|                                                  |                                           | Gain on forgiveness of debt               | (24,292)                           |                  | -               
|                                                  |                                           | Changes in:                               |                                    |                  |                  |                 
|                                                  |                                           |                                           | Cash, escrow                       | -                |                  | (6,500)         
|                                                  |                                           |                                           | Escrow deposit                     | 867              |                  | -               
|                                                  |                                           |                                           | Other current asset                | 50               |                  | 75              
|                                                  |                                           |                                           | Bank overdraft                     | (255)            |                  | 663             
|                                                  |                                           |                                           | Accounts payable                   | 18,835           |                  | (11,210)        
|                                                  |                                           |                                           | Accounts payable - related parties | 2,788            |                  | 7,912           
|                                                  |                                           |                                           | Accrued expenses                   | 7,602            |                  | 30,319          
|                                                  | Net cash used in operating activities     | (7,408)                                   |                                    | (6,880)         
|                                                  |                                           |                                           |                                    |                  |                  |                  |              
|Cash Flows From Investing Activities              |                                           |                                           |                                    |                 
|                                                  | Change in cash, escrow                    |                                           | -                                  |                  | 6,350           
|                                                  | Net cash provided by investing activities | -                                         |                                    | 6,350           
|                                                  |                                           |                                           |                                    |                  |                  |                  |              
|Cash Flows From Financing Activities              |                                           |                                           |                                    |                 
|                                                  | Proceeds from shareholders' loans         | 7,408                                     |                                    | -               
|                                                  | Payments on note payable                  |                                           | -                                  |                  | (1,000)         
|                                                  | Net change in lines of credit             |                                           | -                                  |                  | 1,355           
|                                                  | Net cash provided by financing activities | 7,408                                     |                                    | 355             
|                                                  |                                           |                                           |                                    |                  |                  |                  |              
|                                                  | Net change in cash                        |                                           |                                    | -                |                  | (175)           
|                                                  |                                           |                                           |                                    |                  |                  |                  |              
|Cash at beginning of period                       |                                           |                                           | -                                  |                  | 175             
|                                                  |                                           |                                           |                                    |                  |                  |                  |              
|Cash at end of period                             |                                           |                                           | $              -                   |                  | $              -
|                                                  |                                           |                                           |                                    |                  |                  |                  |              
|Supplemental Disclosure of Cash Flows Information |                                           |                                           |                                   
|                                                  | Income taxes                              |                                           |                                    | $              - |                  | $              -
|                                                  | Interest                                  |                                           |                                    |                  | -                |                  | 7,531        
|                                                  |                                           |                                           |                                    |                  |                  |                  |              







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|                                                                                                                                                                                                                                                                        |  |  |  |  |  |  | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|Supplemental Disclosure of Non-Cash Activities                                                                                                                                                                                                                          |  |  | 
|During the three months ended December 31, 2008 outstanding debt of $6,089 and $18,203 was forgiven on the Companys accounts payable and Washington Mutual line of credit, respectively. These amounts have been excluded from the statements of cash flows presented.



See accompanying notes to the condensed financial statements.







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BOVERAN DIAGNOSTICS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS





NOTE 1  BASIS OF PRESENTATION



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 months ended December 31, 2008 are not necessarily indicative of the results that may be expected for the year ending September 30, 2009. For further information, refer to the financial statements and footnotes thereto for the most recent fiscal year as reported in Form 10-KSB.





NOTE 2  NOTE PAYABLE



On July 6, 2007, we issued a promissory note in the amount of $42,430, which bears interest at a rate of 12% per annum.  The note required five monthly payments of $500 with the remainder due on January 6, 2008. The note was issued in lieu of payment for prior services rendered.



The note is currently in default, in which event, we have agreed to confess or stipulate judgment against us for all outstanding principal, unpaid interest and all other amounts due under the note in any lawsuit filed by the holder, and the amount of the judgment will be immediately due and payable.  We have contacted the holder in an effort to extend the date of repayment of the note, but there can be no assurance that we will be successful in negotiating an extension; therefore, we could suffer a judgment related to the note.





NOTE 3  BASIC AND DILUTED NET (LOSS) PER SHARE



The basic net (loss) per common share is computed by dividing the net (loss) by the weighted average number of common shares outstanding.  Diluted net (loss) per common share is computed by dividing the net (loss) adjusted on an as if converted basis, by the weighted average number of common shares outstanding plus potential dilutive securities.





NOTE 4  AMENDED TERM SHEET



On July 11, 2008, the Companys majority stockholders executed a non-binding Amended Term Sheet (Term Sheet) with Boveran, Inc., an unrelated third party cancer detection technology company, with respect to a proposed transaction at a time to be determined in the future whereby certain selling shareholders of the Company would sell a controlling interest in the Company to Boveran, Inc. and Boveran, Inc. would merge with the Company (Proposed Transaction). Pursuant to such Term Sheet, Boveran, Inc. would assume certain accounts payable and shareholder loans of the Company and certain principals of the Company would exchange the principal amount of loans they have made to the Company for an aggregate of 591,000 shares of the Companys common stock.



Further, pursuant to the Term Sheet a non-refundable $50,000 deposit against the estimated purchase price of $692,510 was made by Boveran, Inc. to the Company. The balance was due as follows: approximately $350,000 payable within 90 days of closing, or September 30, 2008 (accounting for all allowable extensions) with the remaining balance of approximately $292,000 consisting of certain accounts payable and shareholder loans, together with interest, to be paid within 180 days from September 30, 2008.









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To date, the only amount received by the Company was the $50,000 non-refundable deposit which was received during the fiscal the year ended September 30, 2008.  The Proposed Transaction has not occurred as of the date of this filing.  The Term Sheet has not been revised to extend the time of Closing which was to occur on September 30, 2008, accounting for all allowable extensions.



ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS



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 herein, including, without limitation, the information set forth under the heading Managements Discussion and Analysis and Plan of Operation" 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. The terms Boveran Diagnostics,  Boveran, we, us, our, and the Company refer to Boveran Diagnostics, Inc.



Overview



Prior to July 26, 2008, the Company was known as Z Yachts, Inc., the successor of a limited liability company founded in December 2002 in the state of Florida which then became a corporation on April 8, 2005 in the State of Nevada. Z Yachts, Inc. was a full-service brokerage company that served both recreational boaters and the marine industry and had as its primary business the brokerage sale of new and previously-owned recreational vessels.



On July 26, 2008, the Company determined that it would no longer operate as a broker for the sale of new and previously owned recreational vessels. Instead, from and after July 26, 2008, the Companys board of directors agreed to adopt a business plan of developing cancer detection technologies and to change its name to Boveran Diagnostics, Inc in light of its new change in business. Although it has not yet done so, the Companys strategy has since been to acquire established pathology labs and medical diagnostic companies and introduce new automation and cancer detection technologies to the marketplace. The Company believes that the application of automated cancer detection technologies will provide physicians and laboratories with the genomic information necessary to determine the presence or absence of cancer by reducing the uncertainty for the pathologist and consumer by eliminating false positive and false negatives resulting from current conventional and inaccurate cancer diagnostic techniques.



















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Results of Operations for the Three Months Ended December 31, 2008 Compared to the Three Months Ended December 31, 2007.



Due to the change of our business, our brokerage income for the three months ended December 31, 2008 was $0.  This was a decrease of $56,085, or 100%, as compared to brokerage income of $56,085 for the three months ended December 31, 2007.  The decrease in brokerage income was due to our change in business from a full-service brokerage company that served both recreational boaters and the marine industry and had as its primary business the brokerage sale of new and previously-owned recreational vessels to a cancer detection technology company.



General and administrative expenses for the three months ended December 31, 2008 were $23,676.  This was a decrease of 422,014, or 95%, as compared to general and administrative expenses of $445,690 for the three months ended December 31, 2007.   The decrease is due to our change in business from a full-service brokerage company that served both recreational boaters and the marine industry and had as its primary business the brokerage sale of new and previously-owned recreational vessels to a cancer detection technology company resulting in less expenses.  The decrease is also due to the absence of $370,262 of consulting fees related to shares of common stock issued during the three months ended December 31, 2007 that were not present during the three months ended December 31, 2008.



Depreciation expense for the three months ended December 31, 2008 was $0.  This is a decrease of $1,149, or 100%, as compared to depreciation expense of $1,149 for the three months ended December 31, 2007.  The decrease in depreciation expense was due to the sale of the Companys assets pursuant to an Asset Purchase Agreement entered into on July 26, 2008, with Speedy X Change, a Wisconsin corporation and the Company.



Interest expense for the three months ended December 31, 2008 was $13,619.  This is an increase of $4,823, or 55%, as compared to interest expense of $8,796 for the three months ended December 31, 2007.  The increase in interest expense is due to the accrual of interest on outstanding lines of credit and a stockholder loan during the three months ended December 31, 2008.   Additional interest has also been accrued for the three months ended December 31, 2008 due to Bank of America demanding full payment on the outstanding line of credit in December 2008.



We had gain on forgiveness of debt for the three months ended December 31, 2008 of $24,292. This is an increase of $24,292, or 100%, as compared to gain on forgiveness of debt of $0 for the three months ended December 31, 2007.  The gain on the forgiveness of debt resulted from renegotiating and settling the outstanding balance on our line of credit with Washington Mutual in the amount of $18,203 and the forgiveness of debt by vendors on the Companys accounts payable in the amount of $6,089.



We had net loss of $13,003 (or basic and diluted loss per share of $0.00) for the three months ended December 31, 2008, as compared to net loss of $399,550 (or basic and diluted loss per share of $0.02) for the three months ended December 31, 2007.  The decrease in net loss was primarily due to our change in business from a full-service brokerage company to a cancer detection technology company.



Liquidity and Capital Resources



As of December 31, 2008, we had total current assets of $3,378 consisting of an escrow deposit.



As of December 31, 2008, we had total current liabilities of $928,578 consisting of loans from stockholders of $459,060 a bank lines of credit of $225,018, accounts payable to related parties of $76,634, accrued expenses of $62,873, accounts payable of $64,283, a note payable of $40,430 which is in default and a bank overdraft of $280. Accrued expenses consisted of credit cards payable and accrued interest.



We had negative working capital of $925,200 as of December 31, 2008. The ratio of current assets to current liabilities was .004% as of December 31, 2008.









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During the three months ended December 31, 2008, net cash was $0; consisting of $7,408 used in operating activities which was offset by $7,408 provided by financing activities.



Cash flows from operations were not sufficient to fund our requirements during the three months ended December 31, 2008. Our current cash requirements are approximately $6,500 per month. To make up the short fall, we utilized a portion of the $50,000 non-refundable deposit we received upon executing a non-binding Amended Term Sheet that was executed on July 11, 2008 with Boveran, Inc., an unrelated third party cancer detection technology company, with respect to a proposed transaction whereby certain shareholders of the Company would sell a controlling interest in the Company to Boveran, Inc. and Boveran, Inc. would merge with the Company.



We are in the process of negotiating our outstanding debt with our creditors.



On July 6, 2007, we issued a promissory note in the amount of $42,430 to PCMS parent company for PCMS to provide us with six months of regulatory compliance services regarding periodic and other reports that we are required to file with the SEC.  The note matured on January 6, 2008, and is currently in default, in which event, we have agreed to confess or stipulate judgment against us for all outstanding principal, unpaid interest and all other amounts due under the note in any lawsuit filed by the holder, and the amount of the judgment will be immediately due and payable.  We have contacted the holder in an effort to extend the date of repayment of the note, but there can be no assurance that we will be successful in negotiating an extension; therefore, we could suffer a judgment related to the note.



We are having difficulty meeting our current cash requirements as discussed above regarding a note payable which is in default.  We estimate that we will need to raise $100,000 of additional capital during the next twelve months in order to meet our cash requirements and fund our operations.  To conserve cash we do not pay salaries and benefits for management and have not yet incurred any marketing or technology expenditures.



We plan to obtain additional capital from the sale of our common stock or through additional loans from our stockholders and if we are unsuccessful in such efforts we will delay or curtail the new business direction of cancer detection technologies or seek a business combination or merger transaction.  At this time, we have not secured or identified any additional financing. We do not have any firm commitments or other identified sources of additional capital from third parties or from our officers or directors or from shareholders. There can be no assurance that additional capital will be available to us, or that, if available, it will be on terms satisfactory to us. Any additional financing may involve dilution to our shareholders. In the alternative, additional funds may be provided from cash flow in excess of that needed to finance our day-to-day operations, although we may never generate this excess cash flow. If we do not raise additional capital or generate additional funds on terms satisfactory to us, or at all, it could cause us to further delay, curtail, scale back or forgo some or all of our operations such as withdrawing from the cancer detection technology market or we could cease to exist.



Critical Accounting Policies



Our discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with accounting principals generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of any contingent assets and liabilities. On an on-going basis, we evaluate our estimates. We base our estimates on various assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.



We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements:











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Revenue Recognition



We recognize revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectibility is reasonably assured.



Income Taxes



Prior to April 8, 2005, we were a limited liability company whereby federal and state income taxes were not payable by, or provided for.  Members were taxed individually on their share of partnership earnings.  From April 8, 2005 going forward, we recognize deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered.  We provide a valuation allowance for deferred tax assets for which we do not consider realization of such assets to be more likely than not.  During the three months ended December 31, 2008, we incurred net losses and, therefore, had no tax liability.  The net deferred tax asset generated by the loss carry-forward has been fully reserved.



Plan of Operations for the Year Ending September 30, 2009



On July 26, 2008, the Company determined that it would no longer operate its business as a broker for the sale of new and previously owned recreational vessels. Instead, from and after July 26, 2008, the Companys board of directors agreed to adopt a business plan of cancer detection technologies.



We intend to grow our existing organization by obtaining financing and acquiring established pathology labs and medical diagnostic companies and introducing new automation and cancer detection technologies to the marketplace. If we are unable to obtain the requisite financing we will withdraw from the cancer detection market and seek a business combination or merger transaction.



ITEM 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



The Company is subject to certain market risks, including changes in interest rates and currency exchange rates.  The Company does not undertake any specific actions to limit those exposures.



ITEM 4.        CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and Procedures



Our Chief Executive Officer and our Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report (the Evaluation Date), has concluded that as of the Evaluation Date, our disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required  disclosure, and (ii) is recorded, processed, summarized and reported within the time periods specified in the Commissions rules and forms.



We plan to improve our internal control over financial reporting in an effort to remediate these deficiencies through improved supervision and training of our accounting staff. These deficiencies have been disclosed to our board of directors. We believe that this effort is sufficient to fully remedy these deficiencies and we are continuing our efforts to improve and strengthen our control processes and procedures. Our Chief Executive Officer, Chief Financial Officer and directors will continue to work with our auditors and other outside advisors to ensure that our controls and procedures are adequate and effective.











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Changes in Internal Control over Financial Reporting



There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





PART II  OTHER INFORMATION



ITEM 1.

LEGAL PROCEEDINGS



There are no legal proceedings which are pending or have been threatened against us or any of our officers, directors or control persons of which management is aware.



ITEM 1A.

RISK FACTORS.



As a smaller reporting company as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item



ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES



Except as above and as may have previously been disclosed on a current report on Form 8-K, a quarterly report on Form 10-Q, an annual report on Form 10-KSB or a registration statement, we have not sold any of our securities in a private placement transaction or otherwise during the past three years.



ITEM 3.

DEFAULT UPON SENIOR SECURITIES.



As of the date of filing this report, we have failed to fully pay and are in default on $40,430 of remaining principal and $2,109 of accrued interest on a note payable which matured on January 6, 2008, that we issued to the parent of PCMS for PCMS to provide us with six months of regulatory compliance services regarding periodic and other reports that we are required to file with the SEC.  We are also subject to late charges equal to 5% of any amount due under the note that is not received by the holder within three (3) days of when such amount is due.



ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



None.



ITEM 5.

OTHER INFORMATION



On July 11, 2008, the Company executed a non-binding Amended Term Sheet (Term Sheet) with Boveran, Inc. with respect to a proposed transaction at a time to be determined in the future whereby certain selling shareholders of the Company would sell a controlling interest in the Company to Boveran, Inc. and Boveran, Inc. would merge with the Company. The proposed transaction has not occurred as of the date of this filing. The amended term sheet has not been revised to extend the time of Closing which was to occur on September 30, 2008, accounting for all allowable extensions.



The Company has been in the process of negotiating its outstanding debt with its creditors.  In December 2008 we renegotiated and settled the outstanding balance on our line of credit with Washington Mutual. As a result, Washington Mutual has agreed to reduce the line of credit from $22,632 to $4,429.









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In December 2008 Bank of America called the outstanding line of credit for immediate payment.  Per diem interest is being accrued daily in the amount of $20 for each day payment is late subsequent to December 12, 2008.





ITEM 6.

EXHIBITS



|            |                                                                                                                                                                                                 
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. | Description                                                                                                                                                                                     
|            |                                                                                                                                                                                                 
|31.1*       | Certification of Chief Executive Officer  and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                             
|32.1*       | Certification of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



*

Filed herein.







SIGNATURES



In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                        |                                                                                                               
|----------------------- | --------------------------------------------------------------------------------------------------------------
|                        | Z YACHTS, INC.                                                                                                
|Date: February 19, 2008 | By: /s/ Anthony K. Welch
Name: Anthony K. Welch
Title: Chief Executive Officer and
Principal Financial Officer