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 March 31, 2009





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
307


Santa
Monica, California 90405




(Address
of principal executive offices)





(310)
396-1691







Registrant’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  o




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 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes o No o





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  ̈
              
              Accelerated Filer  ̈
              
              Non-Accelerated Filer  ̈
                (Do not check if a smaller
                reporting company)
              
              Smaller Reporting Company þ





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 May 1, 2009.





TABLE
OF CONTENTS







PART
      I - FINANCIAL INFORMATIONITEM
      1.
                        INTERIM
      FINANCIAL STATEMENTS
                        2ITEM
      2.
                        MANAGEMENT'S
      DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION
                        10ITEM
      3.
                        QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                        14ITEM
      4A(T).
                        CONTROLS
      AND PROCEDURES
                        14PART
      II - OTHER INFORMATIONITEM
      1.
                        LEGAL
      PROCEEDINGS
                        15ITEM
      2.
                        UNREGISTERED
      SALES OF EQUITY SECURITIES
                        15ITEM
      3.
                        DEFAULTS
      UPON SENIOR SECURITIES
                        15ITEM
      4.
                        SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                        15ITEM
      5.
                        OTHER
      INFORMATION
                        15ITEM
      6.
                        EXHIBITS
                        15SIGNATURES
                        15


2





PART
I – FINANCIAL INFORMATION




ITEM
1. INTERIM FINANCIAL STATEMENTS




YACHT
FINDERS, INC.


(A
Development Stage Company)


Balance
Sheets




As of
                                  March 31
                                  2009
                                
                                
                                As of
                                  December 31,
                                  2008(Unaudited)ASSETSCurrent
      AssetsCash
                                
                                $
                                -
                                
                                
                                $
                                -TOTAL
      ASSETS
                                
                                $
                                -
                                
                                
                                $
                                -LIABILITIES
      & STOCKHOLDERS' DEFICITCurrent
      LiabilitiesAccrued
      liabilities
                                
                                $
                                4,018
                                
                                
                                $
                                -Note
      payable—related party
                                
                                
                                81,190
                                
                                
                                
                                67,510Accrued
      interest
                                
                                
                                3,039
                                
                                
                                
                                2,027Total
      Current Liabilities
                                
                                
                                88,247
                                
                                
                                
                                69,537TOTAL
      LIABILITIES
                                
                                
                                88,247
                                
                                
                                
                                69,537Stockholders'
      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 March 31, 2009 and December 31, 2008)
                                
                                
                                520
                                
                                
                                
                                520Additional
      paid-in capital
                                
                                
                                49,280
                                
                                
                                
                                49,280Deficit
      accumulated during development stage
                                
                                
                                (138,047
                                )
                                
                                
                                (119,337
                                )Total
      Stockholders' Deficit
                                
                                
                                (88,247
                                )
                                
                                
                                (69,537
                                )TOTAL
      LIABILITIES & STOCKHOLDERS' DEFICIT
                                
                                $
                                -
                                
                                
                                $
                                -




See
accompanying notes to financials statements


3


YACHT
FINDERS, INC.


(A
Development Stage Company)


Statements
of Operations (Unaudited)




Three Mos.
                                            Ended
                                            March
      31,
                                            2009
                                          
                                          
                                          Three Mos.
                                            Ended
                                            March
      31,
                                            2008
                                          
                                          
                                          April
      15, 2003
                                            (Inception)
                                            through
                                            March
      31,
                                            2009Revenues
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          $ -Operating
      ExpensesContributed
      rent
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          5,400General
      and administrative
                                          
                                          
                                          17,698
                                          
                                          
                                          
                                          17,620
                                          
                                          
                                          
                                          129,608Net Operating
      Expenses
                                          
                                          
                                          17,698
                                          
                                          
                                          
                                          17,620
                                          
                                          
                                          
                                          135,008Other income
      (loss)Interest
      expense
                                          
                                          
                                          (1,013
                                          )
                                          
                                          
                                          (170
                                          )
                                          
                                          
                                          (3,040
                                          )Total
      other income (loss)
                                          
                                          
                                          (1,013
                                          )
                                          
                                          
                                          (170
                                          )
                                          
                                          
                                          (3,040
                                          )Net
      Loss
                                          
                                          $
                                          (18,711
                                          )
                                          
                                          $
                                          (17,790
                                          )
                                          
                                          $
                                          (138,047
                                          )Basic earnings
      (loss)  per share—Basic and Diluted
                                          
                                          $
                                          (0.00
                                          )
                                          
                                          $
                                          (0.00
                                          )Weighted
      average number of common shares outstanding
                                          
                                          
                                          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)





Three Months
                                                Ended
                                                March 31,
                                                2009
                                              
                                              
                                              Three Months
                                                Ended
                                                March 31,
                                                2008
                                              
                                              
                                              April 15,
                                                2003
                                                (Inception)
                                                through
                                                March 31,
                                                2009CASH FLOWS FROM OPERATING
      ACTIVITIESNet
      income (loss)
                                              
                                              $
                                              (18,711
                                              )
                                              
                                              $
                                              (17,790
                                              )
                                              
                                              $
                                              (138,048
                                              )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
                                              
                                              
                                              4,018
                                              
                                              
                                              
                                              (4,918
                                              )
                                              
                                              
                                              4,018Increase
      (decrease) in interest payable
                                              
                                              
                                              1,013
                                              
                                              
                                              
                                              170
                                              
                                              
                                              
                                              3,040Net
      cash provided by (used in) operating activities
                                              
                                              $
                                              (13,680
                                              )
                                              
                                              $
                                              (22,538
                                              )
                                              
                                              $
                                              (123,090
                                              )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
                                              
                                              
                                              13,680
                                              
                                              
                                              
                                              17,620
                                              
                                              
                                              
                                              81,190Proceeds
      (payments)—loan from officer
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (11,100
                                              )
                                              
                                              
                                              -Common
      stock issued for cash
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              44,400Net
      cash provided by (used in) financing activities
                                              
                                              
                                              13,680
                                              
                                              
                                              
                                              6,520
                                              
                                              
                                              
                                              125,590Net
      increase (decrease) in cash
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (16,018
                                              )
                                              
                                              
                                              -Cash
      at beginning of period
                                              
                                              
                                              -
                                              
                                              
                                              
                                              16,018
                                              
                                              
                                              
                                              -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


March
31, 2009


(Stated
in US Dollars)


(Unaudited)





NOTE
1.   ORGANIZATION AND DESCRIPTION OF BUSINESS





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 months ended March 31, 2009 are not necessarily indicative
of the results that may be expected for the year ending December 31, 2009. For
further information, refer to the financial statements and footnotes thereto
included in the Form 10-K for the year ended December 31, 2008.





Business
description





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. 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 has limited operations and in accordance with SFAS # 7, the Company is
considered a development stage company.





NOTE
2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





A.
BASIS OF ACCOUNTING





The  financial  statements  have  been  prepared  using  the  accrual  basis  of
accounting.  Under the accrual basis of accounting, revenues are
recorded as earned and expenses are recorded at the time liabilities are
incurred.  The Company has adopted a December 31,
year-end.





B.
CASH EQUIVALENTS





The
Company considers all highly liquid investments with a maturity of three months
or less when purchased to be cash equivalents.  The Company had no
cash or cash equivalents at March 31, 2009.





C.
USE OF ESTIMATES





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


6


YACHT
FINDERS, INC.


(A
Development Stage Company)


NOTES
TO THE INTERIM FINANCIAL STATEMENTS


March
31, 2009


(Stated
in US Dollars)


(Unaudited)





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





D.
DEVELOPMENT STAGE





The
Company continues to devote substantially all of its efforts to exploring
potential targets for a business combination through the purchase of assets,
share purchase or exchange, merger or similar type of transaction.





E.
BASIC EARNINGS PER SHARE





In
February, 1997,  the FASB issued SFAS No.
128,  "Earnings  Per Share",  which specifies the
computation, presentation and disclosure requirements for earnings (loss) per
share for entities  with  publicly  held
common  stock.  SFAS No. 128 supersedes the provisions of
APB No. 15, and requires the presentation of basic earnings (loss) per share and
diluted earnings (loss) per share.





Basic net
loss per share amounts is computed by dividing the net income by the weighted
average number of common shares outstanding. Diluted earnings per share are the
same as basic earnings per share due to the lack of dilutive  items in
the Company.





F.
INCOME TAXES





Income
taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carryforwards.  Deferred tax expense
(benefit) results  from  the
net  change  during  the  year
of  deferred  tax  assets  and
liabilities.





Deferred
tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized.  Deferred tax assets and liabilities
are adjusted for the effects of changes in tax laws and rates on the date of
enactment.





G.
REVENUE RECOGNITION





The
Company has not recognized any revenues from its operations.





NOTE
3. WARRANTS AND OPTIONS





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





NOTE
4. 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
$138,047 during the period of April 15, 2003 (inception) to March 31, 2009. 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 is dependent on advances from its principal shareholders for continued
funding.  There are no commitments or guarantees from any third party
to provide such funding nor is there any guarantee that the Company will be able
to access the funding it requires to continue its operations.


7





YACHT
FINDERS, INC.


(A
Development Stage Company)


NOTES
TO THE INTERIM FINANCIAL STATEMENTS


March
31, 2009


(Stated
in US Dollars)


(Unaudited)





NOTE
5.  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 March
31, 2009, the Company had loans and notes outstanding from a shareholder in the
aggregate amount of $81,190, 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, June 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.




Effective
as of October 1, 2007, the Company entered into a Services Agreement with
Fountainhead Capital Management Limited (“FHM”), a shareholder who owns 83.68%
of the issued and outstanding shares of common stock of the Company. The term of
the Services Agreement is one year 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. Pursuant to the terms of the
Services Agreement, FHM provides the following services to the
Company:




(a) 
FHM will familiarize itself to the extent it deems appropriate with the
business, operations, financial condition and prospects of the
Company;




(b) At
the request of the Company’s management, FHM will provide strategic advisory
services relative to the achievement of the Company’s business
plan;




(c) FHM
will undertake to identify potential merger and acquisition targets for the
Company and assist in the analysis of proposed transactions;




(d) FHM
will assist the Company in identifying potential investment bankers, placement
agents and broker-dealers who are qualified to act on behalf of the Company to
achieve its strategic goals.




(e) FHM
will assist in the identification of potential investors which might have an
interest in evaluating participation in financing transactions with the
Company;




(f) FHM
will assist the Company in the negotiation of merger, acquisition and corporate
finance transactions;


8


YACHT
FINDERS, INC.


(A
Development Stage Company)


NOTES
TO THE INTERIM FINANCIAL STATEMENTS


March
31, 2009


(Stated
in US Dollars)


(Unaudited)





NOTE
5.  RELATED PARTY TRANSACTIONS (CON’T)





(g) At
the request of the Company’s management, FHM will provide advisory services
related to corporate governance and matters related to the maintenance of the
Company’s status as a publicly-reporting company; and




(h) At
the request of the Company’s management, FHM will assist the Company in
satisfying various corporate compliance matters.





NOTE
6.  INCOME TAXES





The
Company records its income taxes in accordance with SFAS No. 109, “Accounting
for Income Taxes”.  The Company incurred net operating losses during
all periods presented resulting in deferred tax assets.  Realization
of deferred tax assets is dependent upon sufficient future taxable income during
the period that deductible temporary differences and carryforwards are expected
to be available to reduce taxable income.  As the achievement of
required future taxable income is uncertain, the Company has recorded a
valuation allowance offsetting all deferred tax assets.





NOTE
7. STOCKHOLDERS' EQUITY





The  stockholders'  equity
section of the Company contains the following classes of capital stock as of
March 31, 2009:





*
            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.


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-KSB for the fiscal year
ending 2007.




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 for Fiscal Quarter Ended March 31, 2009 Compared To March 31,
2008





During
the first fiscal quarter of 2009, we had no revenues and had a net loss of
$(18,711) compared to a net loss of $(17,790) in the first fiscal quarter of
2008. General and administrative expenses in the first quarter of 2009 related
to transfer agent fees, professional fees, filing agent fees, franchise tax and
other compliance 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 first quarter of
2008  related to transfer agent fees, professional fees, filing agent
fees, franchise tax and other compliance 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 first fiscal quarter of 2009.


10


Liquidity
and Capital Resources





We had
$-0- cash on hand at the end of the first quarter of 2009 and had no other
assets to meet ongoing expenses or debts that may accumulate. Since inception,
we have accumulated a deficit of $(138,047). As of March 31, 2009 we had total
liabilities of $(88,247).




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, 2008. Any travel, lodging or other expenses which may
arise related to finding, investigating and attempting to complete a combination
with one or more potential acquisitions could also amount to thousands of
dollars.




We will
only be able to pay our future obligations and meet operating expenses by
raising additional funds, acquiring a profitable company or otherwise generating
positive cash flow. As a practical matter, we are unlikely to generate positive
cash flow by any means other than acquiring a company with such cash flow. We
believe that management members or shareholders will loan funds to us as needed
for operations prior to completion of an acquisition. Management and the
shareholders are not obligated to provide funds to us, however, and it is not
certain they will always want or be financially able to do so. Our shareholders
and management members who advance money to us to cover operating expenses will
expect to be reimbursed, either by us or by the company acquired, prior to or at
the time of completing a combination. We have no intention of borrowing money to
reimburse or pay salaries to any of our officers, directors or shareholders or
their affiliates. There currently are no plans to sell additional securities to
raise capital, although sales of securities may be necessary to obtain needed
funds. Our current management has agreed to continue their services to us and to
accrue sums owed them for services and expenses and expect payment reimbursement
only.




Should
existing management or shareholders refuse to advance needed funds, however, we
would be forced to turn to outside parties to either loan money to us or buy our
securities. There is no assurance whatever that we will be able at need to raise
necessary funds from outside sources. Such a lack of funds could result in
severe consequences to us, including among others:




·
            failure to make timely filings
      with the SEC as required by the Exchange Act, which also probably would
      result in suspension of trading or quotation in our stock and could result
      in fines and penalties to us under the Exchange
  Act;




·
            curtailing or eliminating our
      ability to locate and perform suitable investigations of potential
      acquisitions; or




·
            inability to complete a desirable
      acquisition due to lack of funds to pay legal and accounting fees and
      acquisition-related
expenses.




We hope
to require potential candidate companies to deposit funds with us that we can
use to defray professional fees and travel, lodging and other due diligence
expenses incurred by our management related to finding and investigating a
candidate company and negotiating and consummating a business combination. There
is no assurance that any potential candidate will agree to make such a
deposit.





Going Concern





Our
independent auditors have added an explanatory paragraph to their
audit issued in connection with the financial statements for the period ended
December 31, 2008, relative to our ability to continue as a going concern.
 We had $(88,247) negative working capital as of March 31, 2009; we had an
accumulated deficit of $(138,047) incurred  through  March 31, 2009
and recorded a loss of $(18,711) for the first quarter of 2009 and a loss of
$(58,171) from operations for the fiscal year ended December 31, 2008.  
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, 2009 and thereafter. The financial statements do not include any
adjustments that might result from the uncertainty about our ability to continue
our business.


11


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.




Risk
Factors That May Affect Future Operating Results





You
should carefully consider the risks described below before making an investment
decision. The risks and uncertainties described below are not the only ones
facing our Company. Additional risks and uncertainties not presently known to us
or that we currently deem immaterial may also impair our business operations. If
any of the following risks actually occur, our business, financial condition, or
results of operations could be materially adversely affected. In such case, the
trading price of our common stock could decline and you could lose all or part
of your investment. You should also refer to the other information about us
contained in this Form 10-Q, including our financial statements and related
notes.





We currently have no
operating revenues or earnings from operations.





We
currently have had no operating revenues or earnings from operations. We have no
significant assets or financial resources. We have operated at a loss to date
and will, in all likelihood, continue to sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination.




Our management does not
devote its full time to our business and operations.





Our
management only devotes minimal time to our business. Management does not have
any written employment agreement with us, and is not expected to enter into one.
Our management serves only on a part−time basis and has had limited experience
in the business activities contemplated by us, yet our Company will be solely
dependent on him. We lack the funds or other incentive to hire full−time
experienced management. Management has other employment or business interests to
which he devotes his primary attention and will continue to do so, devoting time
to the Company only on an as−needed basis.




We may have conflicts of
interest with our management team.





Our
officers and directors may in the future be affiliated with other blank check
companies having a similar business plan to that of our Company (“Affiliated
Companies”) which may compete directly or indirectly with us. Certain specific
conflicts of interest may include those discussed below.




·
            The interests of any Affiliated
      Companies from time to time may be inconsistent in some respects with the
      interests of the Company. The nature of these conflicts of interest may
      vary. There may be circumstances in which an Affiliated Company may take
      advantage of an opportunity that might be suitable for the Company.
      Although there can be no assurance that conflicts of interest will not
      arise or that resolutions of any such conflicts will be made in a manner
      most favorable to the Company and its shareholders, the officers and
      directors of the Company have a fiduciary responsibility to the Company
      and its shareholders and, therefore, must adhere to a standard of good
      faith and integrity in their dealings with and for The Company and its
      shareholders.




·
            The officers and directors of The
      Company may serve as officers and directors of other Affiliated Companies
      in the future. The Company's officers and directors are required to devote
      only so much of their time to The Company's affairs as they deem
      appropriate, in their sole discretion. As a result, The Company's officers
      and directors may have conflicts of interest in allocating their
      management time, services, and functions among The Company and any current
      and future Affiliated Companies which they may serve, as well as any other
      business ventures in which they are now or may later become
      involved.


12


·
            The Affiliated Companies may
      compete directly or indirectly with The Company for the acquisition of
      available, desirable combination candidates. There may be factors unique
      to The Company or an Affiliated Company which respectively makes it more
      or less desirable to a potential combination candidate, such as age of the
      company, name, capitalization, state of incorporation, contents of the
      articles of incorporation, etc. However, any such direct conflicts are not
      expected to be resolved through arm's-length negotiation, but rather in
      the discretion of management. While any such resolution will be made with
      due regard to the fiduciary duty owed to the Company and its shareholders,
      there can be no assurance that all potential conflicts can be resolved in
      a manner most favorable to the Company as if no conflicts existed. Members
      of the Company's management who also are or will be members of management
      of another Affiliated Company will also owe the same fiduciary duty to the
      shareholders of each other Affiliated Company. Should a potential
      acquisition be equally available to and desirable for both the Company and
      the Affiliated Companies, no guideline exists for determining which
      company would make the acquisition. This poses a risk to the Company’s
      shareholders that a desirable acquisition available to the Company may be
      made by an Affiliated Company, whose shareholders would instead reap the
      rewards of the acquisition. An Affiliated Company's shareholders of course
      face exactly the same risk. Any persons who are officers and directors of
      both The Company and an Affiliated Company do not have the sole power (nor
      the power through stock ownership) to determine which company would
      acquire a particular acquisition. No time limit exists in which an
      acquisition may or must be made by the Company, and there is no assurance
      when − or if − an acquisition ever will be
    completed.




·
            Certain conflicts of interest
      exist and will continue to exist between the Company and its officers and
      directors due to the fact that each has other employment or business
      interests to which he devotes his primary attention. Each officer and
      director is expected to continue to do so in order to make a living,
      notwithstanding the fact that management time should be devoted to the
      Company's affairs. The Company has not established policies or procedures
      for the resolution of current or potential conflicts of interest between
      the Company and its management. As a practical matter, such potential
      conflicts could be alleviated only if the Affiliated Companies either are
      not seeking a combination candidate at the same time as the Company, have
      already identified a combination candidate, are seeking a combination
      candidate in a specifically identified business area, or are seeking a
      combination candidate that would not otherwise meet the Company's
      selection criteria. It is likely, however, that the combination criteria
      of the Company and any Affiliated Companies will be substantially
      identical. Ultimately, the Company's shareholders ultimately must rely on
      the fiduciary responsibility owed to them by the Company's officers and
      directors. There can be no assurance that members of management will
      resolve all conflicts of interest in the Company's favor. The officers and
      directors are accountable to the Company and its shareholders as
      fiduciaries, which means that they are legally obligated to exercise good
      faith and integrity in handling the Company's affairs and in their
      dealings with the Company. Failure by them to conduct the Company's
      business in its best interests may result in liability to them. The area
      of fiduciary responsibility is a rapidly developing area of law, and
      persons who have questions concerning the duties of the officers and
      directors to the Company should consult their
    counsel.





Our
Certificate of Incorporation excludes personal liability on the part of its
directors to the Company for monetary damages based upon any violation of their
fiduciary duties as directors, except as to liability for any acts or omissions
which involve intentional misconduct, fraud or a knowing violation of law or for
improper payment of dividends. This exclusion of liability does not limit any
right which a director may have to be indemnified and does not affect any
director's liability under federal or applicable state securities laws.
Therefore, our assets could be used or attached to satisfy any liabilities
subject to this indemnification.





Our proposed operations are
purely speculative.





The
success of our proposed plan of operation will depend to a great extent on the
operations, financial condition and management of the identified target company.
While business combinations with entities having established operating histories
are preferred, there can be no assurance that we will be successful in locating
candidates meeting these criteria. If we complete a business combination, the
success of our operations will be dependent upon management of the target
company and numerous other factors beyond our control. No combination candidate
has been identified for acquisition by management, nor has any determination
been made as to any business for the Company to enter, and shareholders will
have no meaningful voice in any such determinations. There is no assurance that
the Company will be successful in completing a combination or originating a
business, nor that the Company will be successful or that its shares will have
any value even if a combination is completed or a business
originated.




We are subject to the penny
stock rules.




Our
securities may be classified as penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which establishes the definition of a "penny
stock," for purposes relevant to us, as any equity security that has a market
price of less than $5.00 per share or with an exercise price of less than $5.00
per share whose securities are admitted to quotation but do not trade on the
Nasdaq Market or on a national securities exchange. For any transaction
involving a penny stock, unless exempt, the rules require delivery of a document
to investors stating the risks, special suitability inquiry, regular reporting
and other requirements. Prices for penny stocks are often not available and
investors are often unable to sell this stock. Thus, an investor may lose his
investment in a penny stock and consequently should be cautious of any purchase
of penny stocks.


13


We may have significant
difficulty in locating a viable business combination
candidate.





We are
and will continue to be an insignificant participant in the business of seeking
mergers with and acquisitions of business entities. A large number of
established and well-financed entities, including venture capital firms, are
active in mergers and acquisitions of companies which may be merger or
acquisition target candidates for us. Nearly all of these competitors have
significantly greater financial resources, technical expertise and managerial
capabilities than we do and, consequently, we will be at a competitive
disadvantage in identifying possible business opportunities and successfully
completing a business combination. Moreover, we will also compete with numerous
other small public companies in seeking merger or acquisition
candidates.





It is possible that the per
share value of your stock will decrease upon the consummation of a business
combination.





A
business combination normally will involve the issuance of a significant number
of additional shares. Depending upon the value of the assets acquired in a
business combination, the current shareholders of the Company may experience
severe dilution of their ownership due to the issuance of shares in the
combination. Any combination effected by the Company almost certainly will
require its existing management and board members to resign, thus shareholders
have no way of knowing what persons ultimately will direct the Company and may
not have an effective voice in their selection.




Any business combination
that we engage in may have tax effects on us.





Federal
and state tax consequences will, in all likelihood, be major considerations in
any business combination that we may undertake. Currently, a business
combination may be structured so as to result in tax-free treatment to both
companies pursuant to various federal and state tax provisions. We intend to
structure any business combination so as to minimize the federal and state tax
consequences to both us and the target company; however, there can be no
assurance that a business combination will meet the statutory requirements of a
tax-free reorganization or that the parties will obtain the intended tax-free
treatment upon a transfer of stock or assets. A non-qualifying reorganization
could result in the imposition of both federal and state taxes which may have an
adverse effect on both parties to the transaction.





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 March 31, 2009. 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.


14


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 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.
              SUBMISSION OF MATTERS TO A VOTE
      OF SECURITY HOLDERS





None.




ITEM 5.
            OTHER
      INFORMATION





None




ITEM 6.
              EXHIBITS





Exhibit No.
                  
                  Description31
                  
                  Certification
      of Principal Executive Officer and Principal Financial Officer filed
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.32
                  
                  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.





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:
      May 11, 2009
              By:
              /s/ Thomas W.
  ColliganThomas
      W. ColliganDirector,
      CEO, President and
Treasurer


15


EXHIBIT
INDEX





Exhibit No.
              
              Description31
              
              Certification
      of Principal Executive Officer and Principal Financial Officer filed
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.32
              
              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.


16