10-Q: Yale Transaction Finders Reports Q1 2024 Results, Continues Search for Business Combination
Quarterly Report
Yale Transaction Finders, a shell company, reported a net loss of $8,762 for the first quarter of 2024 and continues to seek a business combination partner.
Summary
- Yale Transaction Finders, Inc. reported a net loss of $8,762 for the three months ended March 31, 2024, compared to a net loss of $10,063 for the same period in 2023.
- The company's operating expenses were $7,855 for the quarter, a decrease from $9,447 in the prior year's quarter.
- As of March 31, 2024, the company had a cash balance of $429, total liabilities of $93,796, and a negative working capital of $93,367.
- The company has an accumulated deficit of $1,323,630 as of March 31, 2024.
- The company's primary business plan is to find a suitable business combination through a merger, asset purchase, or similar transaction.
- The company's management has raised concerns about the company's ability to continue as a going concern due to its negative working capital and accumulated deficit.
- The company issued convertible promissory notes in the amount of $23,500 on April 25, 2024, to fund working capital needs.
Sentiment
Score: 3
Explanation: The sentiment is negative due to the company's poor financial position, going concern issues, and ineffective internal controls. The company is reliant on external funding and has no current operations.
Positives
- The net loss decreased by $1,301 compared to the same quarter last year.
- Operating expenses decreased by $1,592 compared to the same quarter last year.
Negatives
- The company has a very low cash balance of $429.
- The company has a significant accumulated deficit of $1,323,630.
- The company has a negative working capital of $93,367.
- Management has expressed substantial doubt about the company's ability to continue as a going concern.
- The company's disclosure controls and procedures are not effective.
Risks
- The company's ability to continue as a going concern is highly uncertain due to its negative working capital and accumulated deficit.
- The company is dependent on its shareholders for working capital advances.
- There is no guarantee that the company will be able to find a suitable business combination partner.
- The company's lack of a functioning audit committee and inadequate segregation of duties pose risks to financial reporting.
- The company may face difficulties in raising additional funds from outside sources.
Future Outlook
The company's 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. The company anticipates no operations unless and until they complete a business combination.
Management Comments
- Management believes that the material weaknesses in internal controls did not have an effect on the financial results.
- Management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on the board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in the financial statements in future periods.
- Management members or shareholders will loan funds to the company as needed for operations prior to completion of an acquisition.
- Management and the shareholders are not obligated to provide funds to the company, however, and it is not certain they will always want or be financially able to do so.
Industry Context
The company operates as a shell company, which is not uncommon for entities seeking a business combination. The company's financial situation is not unusual for a shell company in its early stages, but the lack of revenue and significant accumulated deficit highlight the risks involved in this type of venture.
Comparison to Industry Standards
- It is difficult to compare Yale Transaction Finders to industry standards as it is a shell company with no current operations.
- Shell companies typically have minimal assets and liabilities until they complete a business combination.
- The company's negative working capital and accumulated deficit are not uncommon for shell companies in their early stages.
- The company's reliance on shareholder loans is typical for shell companies without revenue.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Executive Officer | Thomas W. Colligan | Jonathan J. Ledecky | 2022-03-22 | Resignation of previous CEO and appointment of new CEO as part of the Securities Purchase Agreement. |
| Chief Financial Officer | Thomas W. Colligan | Jonathan J. Ledecky | 2022-03-22 | Resignation of previous CFO and appointment of new CFO as part of the Securities Purchase Agreement. |
| President | Thomas W. Colligan | Arnold P. Kling | 2022-03-22 | Resignation of previous President and appointment of new President as part of the Securities Purchase Agreement. |
| Treasurer | Thomas W. Colligan | Arnold P. Kling | 2022-03-22 | Resignation of previous Treasurer and appointment of new Treasurer as part of the Securities Purchase Agreement. |
| Secretary | NA | Arnold P. Kling | 2022-03-22 | Appointment of new Secretary as part of the Securities Purchase Agreement. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board of Directors | The number of directors on the Board was increased from one to two. | 2022-03-22 | The increase in the number of directors was part of the change in control. |
Legal Proceedings
- There are no legal proceedings which are pending or have been threatened against the company or any of its officers, directors or control persons.
Related Party Transactions
- The company has related party transactions including loans and notes outstanding from a shareholder.
- The company issued promissory notes to lenders, some of whom are affiliated with the company's officers.
- The company has accrued interest payable to related parties.
Stakeholder Impact
- Shareholders face significant risk due to the company's going concern issues and reliance on external funding.
- Employees are not directly impacted as the company has no full-time employees.
- Customers and suppliers are not directly impacted as the company has no current operations.
- Creditors face risk due to the company's negative working capital and accumulated deficit.
Next Steps
- The company will continue to seek a business combination partner.
- The company will need to secure additional funding to continue operations.
Key Dates
| Date | Description |
|---|---|
| 2000-08-15 | Company incorporated in Delaware as Sneeoosh Corporation. |
| 2000-10-20 | Company name changed to Snohomish Corporation. |
| 2003-04-15 | Company name changed to Yacht Finders, Inc. |
| 2007-11-06 | Company discontinued prior business and changed its business plan. |
| 2020-12-30 | Maturity date of a note extended to December 31, 2021. |
| 2022-03-17 | Accrued interest on a promissory note was $348,158. |
| 2022-03-21 | Company entered into a Securities Purchase Agreement. |
| 2022-03-22 | Shareholder contributed a promissory note and all amounts owed to the capital of the company. |
| 2022-04-07 | Company name changed to Yale Transaction Finders, Inc. |
| 2022-05-01 | Promissory notes issued to four lenders. |
| 2022-05-31 | Promissory notes issued to four lenders. |
| 2023-05-01 | Promissory notes issued to four lenders. |
| 2023-05-31 | Promissory notes issued to four lenders. |
| 2023-06-30 | Maturity date on promissory notes extended to June 30, 2024. |
| 2023-11-01 | Promissory notes issued to three lenders. |
| 2023-11-30 | Promissory notes issued to three lenders. |
| 2024-01-01 | Start of the current reporting period. |
| 2024-03-31 | End of the current reporting period. |
| 2024-04-25 | Convertible promissory notes issued to Ironbound Partners Fund, LLC, Moyo Partners, LLC and Dakota Group, LLC. |
| 2024-05-13 | Date of share count. |
| 2024-05-14 | Date of report filing. |
Keywords
business combination, shell company, merger, acquisition, financial statements, going concern, working capital, promissory notes, net loss, operating expenses
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