UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-Q





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


EXCHANGE
ACT OF 1934





For the
Quarter ended September 30, 2010





Commission
File Number: 000-52528





YACHT FINDERS,
      INC.(Exact
      name of registrant as specified in its
charter)





Delaware
                      
                      76-0736467(State
      of organization)
                      
                      (I.R.S.
      Employer Identification
No.)





122
      Ocean Park Blvd.Suite
      307Santa
      Monica, California 90405(Address
      of principal executive
offices)





(310)
      396-1691Registrant’s
      telephone number, including area
code





Former
      address if changed since last
report





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  and (2) has been subject to such filing
requirements for the past 90 days. Yes x  No   ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 and Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).   ̈
Yes   ̈ 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.





Large Accelerated Filer o
                    
                    Accelerated Filer o
                    
                    Non-Accelerated Filer o
                      (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 x No
 ̈





Securities
registered under Section 12(g) of the Exchange Act:





Common
Stock $.0001 par value





There are
5,199,000 shares of common stock outstanding as of November 1,
2010.





TABLE
OF CONTENTS





PART
      I - FINANCIAL INFORMATIONITEM
      1.
                  
                  INTERIM
      FINANCIAL STATEMENTS
                  
                  3ITEM
      2.
                  
                  MANAGEMENT'S
      DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION
                  
                  10ITEM
      3.
                  
                  QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                  
                  12ITEM 4A(T).
                  
                  CONTROLS
      AND PROCEDURES
                  
                  12PART
      II - OTHER INFORMATIONITEM
      1.
                  
                  LEGAL
      PROCEEDINGS
                  
                  12ITEM
      2.
                  
                  UNREGISTERED
      SALES OF EQUITY SECURITIES
                  
                  13ITEM
      3.
                  
                  DEFAULTS
      UPON SENIOR SECURITIES
                  
                  13ITEM
      4.
                  
                  (REMOVED
      AND RESERVED)
                  
                  13ITEM
      5.
                  
                  OTHER
      INFORMATION
                  
                  13ITEM
      6.
                  
                  EXHIBITS
                  
                  13SIGNATURES
                  
                  14


2


PART
I – FINANCIAL INFORMATION




ITEM
1. INTERIM FINANCIAL STATEMENTS




YACHT
FINDERS, INC.


(A
Development Stage Company)


Balance
Sheets




As of
                    September 30,
                    2010
                  
                  
                  As of
                    December 31,
                    2009(Unaudited)
                  
                  
                  (Audited)ASSETSCurrent AssetsCash
                  
                  $
                  -
                  
                  
                  $
                  -TOTAL ASSETS
                  
                  $
                  -
                  
                  
                  $
                  -LIABILITIES & STOCKHOLDERS'
      DEFICITCurrent LiabilitiesAccrued
      liabilities
                  
                  $
                  265
                  
                  
                  $
                  -Note
      payable—related party
                  
                  
                  166,396
                  
                  
                  
                  122,625Accrued
      interest
                  
                  
                  13,665
                  
                  
                  
                  7,386Total Current
      Liabilities
                  
                  
                  180,326
                  
                  
                  
                  130,012TOTAL LIABILITIES
                  
                  
                  180,326
                  
                  
                  
                  130,012Stockholders' Equity
      (Deficit)Preferred
      stock, ($.0001 par value, 20,000,000 shares authorized;  none
      issued and outstanding)
                  
                  
                  -
                  
                  
                  
                  -Common
      stock, ($.0001 par value, 80,000,000 shares authorized; 5,199,000 shares
      outstanding as of September 30, 2010 and December 31, 2009)
                  
                  
                  520
                  
                  
                  
                  520Additional
      paid-in capital
                  
                  
                  49,280
                  
                  
                  
                  49,280Deficit
      accumulated during development stage
                  
                  
                  (230,126
                  )
                  
                  
                  (179,812
                  )Total Stockholders'
      Deficit
                  
                  
                  (180,326
                  )
                  
                  
                  (130,012
                  )TOTAL LIABILITIES &
      STOCKHOLDERS' DEFICIT
                  
                  $
                  -
                  
                  
                  $
                  -




See
accompanying notes to financial statements


3


YACHT
FINDERS, INC.


(A
Development Stage Company)


Statements
of Operations (Unaudited)





Three Mos.
                                            Ended
                                            September
                                            30, 2010
                                          
                                          
                                          Three Mos.
                                            Ended
                                            September
                                            30,
                                            2009
                                          
                                          
                                          Nine Mos.
                                            Ended
                                            September
                                            30, 2010
                                          
                                          
                                          Nine Mos.
                                            Ended
                                            September 30,
                                            2009
                                          
                                          
                                          April 15, 2003
                                            (Inception)
                                            through
                                            September 30,
                                            2010Revenues
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -Operating
      ExpensesContributed
      rent
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          5,400General
      and administrative
                                          
                                          
                                          12,687
                                          
                                          
                                          
                                          12,477
                                          
                                          
                                          
                                          44,036
                                          
                                          
                                          
                                          42,639
                                          
                                          
                                          
                                          216,461Net
      Operating Expenses
                                          
                                          
                                          12,687
                                          
                                          
                                          
                                          12,477
                                          
                                          
                                          
                                          44,036
                                          
                                          
                                          
                                          42,639
                                          
                                          
                                          
                                          216,461Other
      income (loss)Interest
      expense
                                          
                                          
                                          (2,309
                                          )
                                          
                                          
                                          (1,470
                                          )
                                          
                                          
                                          (6,280
                                          )
                                          
                                          
                                          (3,703
                                          )
                                          
                                          
                                          (13,665
                                          )Total
      other income (loss)
                                          
                                          
                                          (2,309
                                          )
                                          
                                          
                                          (1,470
                                          )
                                          
                                          
                                          (6,280
                                          )
                                          
                                          
                                          (3,703
                                          )
                                          
                                          
                                          (13,665
                                          )Net
      Loss
                                          
                                          $
                                          (14,976
                                          )
                                          
                                          $
                                          (13,947
                                          )
                                          
                                          $
                                          (50,316
                                          )
                                          
                                          $
                                          (46,342
                                          
                                          
                                          $
                                          (230,126
                                          )Basic
      earnings (loss)  per share—Basic and Diluted
                                          
                                          $
                                          (0.00
                                          )
                                          
                                          $
                                          (0.00
                                          )
                                          
                                          $
                                          (0.01
                                          )
                                          
                                          $
                                          (0.01Weighted
      average number of common shares outstanding
                                          
                                          
                                          5,199,000
                                          
                                          
                                          
                                          5,199,000
                                          
                                          
                                          
                                          5,199,000
                                          
                                          
                                          
                                          5,199,000





see
accompanying notes to financial statements


4


YACHT
FINDERS, INC.


(A
Development Stage Company)


Statements
of Cash Flows (Unaudited)




Nine Months
                                Ended
                                September 30,
                                2010
                              
                              
                              Nine Months
                                Ended
                                September 30,
                                2009
                              
                              
                              April 15, 2003
                                (Inception)
                                through
                                September 30,
                                2010CASH FLOWS FROM OPERATING
      ACTIVITIESNet
      income (loss)
                              
                              $
                              (50,316
                              )
                              
                              $
                              (13,947
                              )
                              
                              $
                              (230,126
                              )Adjustments to
      reconcile net loss to net cash provided (used
      in) by operating activities:Office
      space contribution
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              5,400Loss
      on website development fees
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              2,500Changes
      in operating assets and liabilities:Increase
      (decrease) in accounts payable
                              
                              
                              265
                              
                              
                              
                              -
                              
                              
                              
                              265Increase
      (decrease) in interest payable
                              
                              
                              6,280
                              
                              
                              
                              1,470
                              
                              
                              
                              13,665Net
      cash provided by (used in) operating activities
                              
                              $
                              (43,771
                              )
                              
                              $
                              (12,477
                              )
                              
                              $
                              (208,296
                              )CASH FLOWS FROM INVESTING
      ACTIVITIESPayments
      for website development
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (2,500
                              )Net
      cash provided by (used in) investing activities
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (2,500
                              )CASH FLOWS FROM FINANCING
      ACTIVITIESProceeds
      (payments) from note payable
                              
                              
                              43,771
                              
                              
                              
                              12,477
                              
                              
                              
                              166,396Proceeds
      (payments)—loan from officer
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Common
      stock issued for cash
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              44,400Net
      cash provided by (used in) financing activities
                              
                              
                              43,771
                              
                              
                              
                              12,477
                              
                              
                              
                              210,796Net
      increase (decrease) in cash
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Cash
      at beginning of period
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Cash
      at end of period
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -Supplemental
      cash flow information:Cash
      paid during period for interest
                              
                              $
                              -
                              
                              
                              $
                              -Cash
      paid during period for income taxes
                              
                              $
                              -
                              
                              
                              $
                              -





See
accompanying notes to financial statements


5


YACHT
FINDERS, INC.


(A
Development Stage Company)


NOTES
TO THE INTERIM FINANCIAL STATEMENTS


September
30, 2010


(Stated
in US Dollars)


(Unaudited)





(1) 
ORGANIZATION AND BASIS OF PRESENTATION





Yacht
Finders, Inc. (the “Company”) was incorporated in Delaware on August 15, 2000 as
Sneeoosh Corporation. On October 20, 2000 the company filed an amended
Certificate of Incorporation to change the name to Snohomish Corporation. The
Company did not conduct any operations until April 15, 2003, the date the
Company entered the development stage. On April 15, 2003 the company filed a
subsequent amendment to change the name to Yacht Finders, Inc. Yacht Finder's
Inc. 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 Company is a development stage enterprise in accordance with
Accounting Standards Codification (“ASC”) Topic 915 (Statement of Financial
Accounting Standards ("SFAS") No. 7).





The
accompanying un-audited 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 nine months ended September 30, 2010 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2010. For further information, refer to the financial statements
and footnotes thereto included in the Form 10-K for the year ended December 31,
2009.





(2)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





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.





USE OF
ESTIMATES





The
preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.





CASH AND
CASH EQUIVALENTS





The
Company had $-0- cash and no cash equivalents at September 30, 2010 and December
31, 2009. The Company considers all highly liquid securities with original
maturities of three months or less when acquired to be cash
equivalents.


6


YACHT
FINDERS, INC.


(A
Development Stage Company)


NOTES
TO THE INTERIM FINANCIAL STATEMENTS


September
30, 2010


(Stated
in US Dollars)


(Unaudited)





(2)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON’T)





LOSS PER
COMMON SHARE





The
Company reports loss per share using a dual presentation of basic and diluted
loss per share. Basic loss per share excludes the impact of common stock
equivalents and is determined by dividing income available to common
shareholders by the weighted average number of common shares outstanding during
the period. Diluted loss per share reflects the potential dilution that could
occur if securities and other contracts to issue common stock were exercised or
converted into common stock. At September 30, 2010, there were no variances
between the basic and diluted loss per share as there were no potentially
dilutive securities outstanding.





INCOME
TAXES





The
Company accounts for income taxes under the provisions of Accounting Standards
Codification ("ASC") ASC-740 “Accounting for Income Taxes”. ASC-740 requires
recognition of deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Under this method, deferred tax liabilities and assets are
determined based on the difference between the financial statement and tax bases
of assets and liabilities using enacted tax rates in effect for the year in
which the differences are expected to reverse.





In
addition ASC-740 seeks to reduce the diversity in practice associated with
certain aspects of the recognition and measurement related to accounting for
income taxes and has analyzed filing positions in all of the federal and state
jurisdictions where it is required to file income tax returns, as well as all
open tax years in these jurisdictions. The Company has identified its federal
tax return and its state tax return in California as “major” tax jurisdictions,
as defined. The Company believes that its income tax filing positions and
deductions will be sustained on audit and does not anticipate any adjustments
that will result in a material adverse effect on the Company’s financial
condition, results of operations, or cash flow. Therefore, no reserves for
uncertain income tax positions have been recorded pursuant to ASC-740. The
Company did not record a cumulative effect adjustment related to the adoption of
ASC-740.





SUBSEQUENT
EVENTS





The
Company has evaluated all subsequent events through November 12, 2010, the date
the financial statements were issued, and no additional items were noted that
need to be disclosed.





WARRANTS
AND OPTIONS





There are
no warrants or options outstanding to acquire any additional shares ofcommon or preferred
stock.





GOING
CONCERN





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company generated net losses of $230,126
during the period of April 15, 2003 (inception) to September 30, 2010. This
condition 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 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.
The Company's continuation as a going concern is dependent upon working capital
advances provided by the Company's majority shareholder. 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.





RECENT
ACCOUNTING PRONOUNCEMENTS





ASC Topic
855 (Statement of Financial Accounting Standards No.165, "Subsequent Events,"
("SFAS No. 165")) establishes general standards of accounting for and disclosure
of events that occur after the balance sheet date but before financial
statements are issued or are available to be issued. SFAS 165 applies to both
interim financial statements and annual financial statements. SFAS 165 is
effective for interim or annual financial periods ending after September 15,
2009. SFAS 165 does not have a material impact on our financial
statements.


7


YACHT
FINDERS, INC.


(A
Development Stage Company)


NOTES
TO THE INTERIM FINANCIAL STATEMENTS


September
30, 2010


(Stated
in US Dollars)


(Unaudited)





(2)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON’T)





ASC Topic
860 (Statement of Financial Accounting Standards No. 166, "Accounting for
Transfers of Financial Assets, an amendment to SFAS No. 140," ("SFAS 166"))
eliminates the concept of a "qualifying special-purpose entity," changes the
requirements for derecognizing financial assets, and requires additional
disclosures in order to enhance information reported to users of financial
statements by providing greater transparency about transfers of financial
assets, including securitization transactions, and an entity's continuing
involvement in and exposure to the risks related to transferred financial
assets. SFAS 166 is effective for fiscal years beginning after November 15,
2009. The Company has adopted SFAS 166 as of its fiscal year 2010. The Company
does not expect that the adoption of SFAS 166 will have a material impact on the
financial statements.


ASC Topic
810 (Statement of Financial Accounting Standards No. 167, Amendments to FASB
Interpretation No. 46(R)," ("SFAS 167")) provides for: (1) the elimination of
the exemption for qualifying special purpose entities, (2) a new approach for
determining who should consolidate a variable-interest entity, and (3) changes
to when it is necessary to reassess who should consolidate a variable-interest
entity. SFAS 167 is effective for the first annual reporting period beginning
after November 15, 2009 and for interim periods within that first annual
reporting period. The Company has adopted SFAS 166 as of its fiscal year 2010.
The Company does not expect that the adoption of SFAS 167 will have a material
impact on the financial statements.


ASC Topic
105 (Statement of Financial Accounting Standards No. 168, "The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles," ("SFAS 168")) replaces FASB Statement No. 162, "The Hierarchy of
Generally Accepted Accounting Principles", and establishes the FASB Accounting
Standards Codification ("Codification") as the source of authoritative
accounting principles recognized by the FASB to be applied by nongovernmental
entities in the preparation of financial statements in conformity with generally
accepted accounting principles ("GAAP"). SFAS 168 is effective for interim and
annual periods ending after September 15, 2009. The Company began using the new
Codification when referring to GAAP in its annual report on Form 10-K for the
fiscal year ending December 31, 2009. This will not have an impact on the
results of the Company.




(3)
SHAREHOLDERS' EQUITY





The
stockholders' equity section of the Company contains the following classes of
capital stock as of September 30, 2010:





*
            Preferred
      stock, $0.0001 par value: 20,000,000 shares authorized; -0- shares issued
      and outstanding.





*
            Common
      stock, $0.0001 par value: 80,000,000 shares authorized; 5,199,000 shares
      issued and outstanding.





(4)
RELATED PARTY TRANSACTIONS





In March
2007, the Company sold 5,000 shares of its common stock to the brother of the
Company's former president for $2,500, or $.50 per share.





From
inception through September 30, 2007, the Company's former president advanced
the Company $11,100 for working capital. These advances were non-interest
bearing and due on demand. The advances were repaid in full during the quarter
ended March 31, 2008.





The
Company's former president contributed office space to the Company for the
periods through September 30, 2007. 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.





At
September 30, 2010, the Company had loans and notes outstanding from a
shareholder in the aggregate amount of


8


YACHT
FINDERS, INC.


(A
Development Stage Company)


NOTES
TO THE INTERIM FINANCIAL STATEMENTS


September
30, 2010


(Stated
in US Dollars)


(Unaudited)





(4)
RELATED PARTY TRANSACTIONS (CON’T)





$166,396,
which represents amounts loaned to the Company to pay the Company’s expenses of
operation. On December 31, 2007, a shareholder payable was exchanged for a
convertible promissory note with a principal balance of $11,366 due and payable
on December 31, 2008. On March 31, 2008, an additional shareholder payable was
exchanged for a convertible promissory note with a principal balance of $17,620
due and payable on March 31, 2009. On June 30, 2008, an additional shareholder
payable was exchanged for a convertible promissory note with a principal balance
of $11,669 due and payable on June 30, 2009. On September 30, 2008, an
additional shareholder payable was exchanged for a convertible promissory note
with a principal balance of $13,452 due and payable on September 30, 2009. On
December 31, 2008, the Company exchanged the convertible promissory notes dated
December 31, 2007, March 31, 2008, September 30, 2008 and September 30, 2008,
together with an additional shareholder payable in the amount of $13,403 for a
promissory note in the amount of $67,510 bearing simple interest at a rate of 6%
per annum due and payable on December 30, 2009 (the “Note”). On March 31, 2009,
the Payee under the Note and the Company executed a First Amendment to the Note
whereby they agreed that additional shareholder advances in the amount of
$13,680 would be considered as additional principal payable under the terms of
the Note. On June 30, 2009, the Payee under the Note and the Company executed a
Second Amendment to the Note whereby they agreed that additional shareholder
advances in the amount of $16,483 would be considered as additional principal
payable under the terms of the Note. On September 30, 2009, the Payee under the
Note and the Company executed a Third Amendment to the Note whereby they agreed
that additional shareholder advances in the amount of $12,477 would be
considered as additional principal payable under the terms of the Note. On
December 31, 2009, the Payee under the Note and the Company executed a Fourth
Amendment to the Note whereby they agreed that additional shareholder advances
in the amount of $12,476 would be considered as additional principal payable
under the terms of the Note and further agreed to extend the maturity date of
the Note to December 31, 2010. On March 31, 2010, the Payee under the Note and
the Company executed a Fifth Amendment to the Note whereby they agreed that
additional shareholder advances in the amount of $18,868 would be considered as
additional principal payable under the terms of the Note. On June 30, 2010, the
Payee under the Note and the Company executed a Sixth Amendment to the Note
whereby they agreed that additional shareholder advances in the amount of
$12,126 would be considered as additional principal payable under the terms of
the Note. On September 30, 2010, the Payee under the Note and the Company
executed a Seventh Amendment to the Note whereby they agreed that additional
shareholder advances in the amount of $12,777 would be considered as additional
principal payable under the terms of the Note.





The
Company intends to settle the debts owed to the related parties through the
payment of cash, equity or a combination thereof.





The
Company recorded interest expense on the Note for the three-month period ended
September 30, 2010 in the amount of $2,309. As of September 30, 2010, the
Company had recorded an aggregate of $13,666 interest expense on the Note, none
of which has been paid.





Effective
as of October 1, 2007, the Company entered into a Services Agreement with
Fountainhead Capital Management Limited (“FHM”), a shareholder who holds
approximately 83.68% of the Company’s issued and outstanding common stock. The
original term of the Services Agreement was one year (and it has been extended
to the end of fiscal year 2010) and the Company is 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. Total fees paid to FHM for the
quarter ended September 30, 2010 were $10,000.


9


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 fiscal year ending
2009.




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.




From
inception through November 6, 2007, the Company’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. We anticipate no
operations unless and until we complete a business combination as described
above.




Results
of Operations Quarter Ended September 30, 2010 Compared To September 30,
2009





During
the third fiscal quarter of 2010, we had no revenues and had a net loss of
$(14,976) compared to a net loss of $(13,947) in the third fiscal quarter of
2009. General and administrative expenses in the third quarter of 2010 related
to transfer agent fees, professional fees, filing agent fees and payment of
service fees in the amount of $10,000 to Fountainhead Capital Management
Limited, a shareholder of the Company and related party. General and
administrative expenses in the third quarter of 2009 related to transfer agent
fees, professional fees, filing agent fees and payment of service fees in the
amount of $10,000 to Fountainhead Capital Management Limited, a shareholder of
the Company and related party. We paid no rent or salaries and had no operations
during the third fiscal quarter of 2010.


10


Results
of Operations Nine Months Ended September 30, 2010 Compared To September 30,
2009





During
the first nine months of 2010, we had no revenues and had a net loss of
$(50,316) compared to a net loss of $(46,342) in the first nine months of 2009.
General and administrative expenses in the first nine months of 2010 related to
transfer agent fees, professional fees, filing agent fees and payment of service
fees in the amount of $30,000 to Fountainhead Capital Management Limited, a
shareholder of the Company and related party. General and administrative
expenses in the first nine months of 2009 related to transfer agent fees,
professional fees, filing agent fees and payment of service fees in the amount
of $30,000 to Fountainhead Capital Management Limited, a shareholder of the
Company and related party. We paid no rent or salaries and had no operations
during the first nine months of 2010.





Liquidity
and Capital Resources





We had
$-0- cash on hand at the end of the third quarter of 2010 and had no other
assets to meet ongoing expenses or debts that may accumulate. Since inception,
we have accumulated a deficit of $(230,126). As of September 30, 2010 we had
total liabilities of $180,326.




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 relatively modest, principally accounting expenses and
other expenses relating to making filings required under the Securities Exchange
Act of 1934 (the "Exchange Act"), which should not exceed $50,000 in the fiscal
year ending December 31, 2010. 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.


11


Going Concern





Our
independent auditors have added an explanatory paragraph to their audit issued
in connection with the financial statements for the period ended December 31,
2009, relative to our ability to continue as a going concern. We had $(180,326)
negative working capital as of September 30, 2010; we had an accumulated deficit
of $(230,126) incurred through September 30, 2010 and recorded a loss of
$(14,976) for the third quarter of 2010 and a loss of $(60,475) from operations
for the fiscal year ended December 31, 2009. The going concern opinion issued by
our auditors means that there is substantial doubt that we can continue as an
ongoing business for 12 month period ending December 31, 2010 and thereafter.
The financial statements do not include any adjustments that might result from
the uncertainty about our ability to continue our business.





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
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





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
4A(T). 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 September 30, 2010. Based
on this evaluation, our principal executive officer and principal financial
officer have concluded that our disclosure controls and procedures are 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 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.





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 2009 that has
materially affected, or is 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.


12


ITEM 2.
            UNREGISTERED
      SALES OF EQUITY SECURITIES





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





ITEM 3.
            DEFAULTS
      UPON SENIOR SECURITIES





Not
applicable.





ITEM 4.
            (REMOVED
      AND RESERVED)





None.




ITEM 5.
            OTHER
      INFORMATION





None




ITEM 6.
              EXHIBITS





Exhibit No.
              
              Description31.1
              
              Certification
      of Principal Executive Officer filed pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2
              
              Certification
      of Principal Financial Officer filed pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32.1
              
              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.


13


SIGNATURES





In
accordance with the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.





YACHT
      FINDERS, INC.Date:
      November 12, 2010
              By:
              /s/ Thomas W.
  ColliganThomas
      W. ColliganDirector,
      CEO, President and
Treasurer


14


EXHIBIT
INDEX





Exhibit No.
              
              Description31.1
              
              Certification
      of Principal Executive Officer filed pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2
              
              Certification
      of Principal Financial Officer filed pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32.1
              
              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.


15