10-Q: Yale Transaction Finders Reports Q3 2024 Results, Continues Search for Business Combination
Quarterly Report
Yale Transaction Finders, a shell company, reported a net loss for the third quarter of 2024 and is actively seeking a business combination partner.
Summary
- Yale Transaction Finders, Inc. reported a net loss of $28,481 for the nine months ended September 30, 2024, compared to a net loss of $24,678 for the same period in 2023.
- The company's operating expenses increased to $25,076 for the nine months ended September 30, 2024, up from $22,516 in the prior year.
- As of September 30, 2024, the company had a cash balance of $3,360, total liabilities of $116,446, and a negative working capital of $113,086.
- The company's accumulated deficit stood at $1,343,349 as of September 30, 2024.
- The company is currently a shell company focused on finding a business combination partner.
- The company has extended the maturity date of certain promissory notes to June 30, 2025.
- The company issued convertible promissory notes in November 2024 for $15,000 to fund working capital needs.
Sentiment
Score: 3
Explanation: The document highlights significant financial challenges, including a substantial accumulated deficit, negative working capital, and a going concern issue. While the company is actively seeking a merger partner, the overall sentiment is negative due to the company's precarious financial position and ineffective internal controls.
Positives
- The company has secured additional funding through convertible promissory notes to address working capital needs.
- The company is actively seeking a merger partner to address its going concern issue.
Negatives
- The company has a significant accumulated deficit of $1,343,349.
- The company has a negative working capital of $113,086.
- The company has a limited cash balance of $3,360.
- The company's auditors have raised concerns about its 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 dependent on securing additional financing or a merger partner.
- The company's lack of a functioning audit committee and ineffective internal controls could lead to material misstatements in financial statements.
- The company may not be able to raise necessary funds from outside sources.
- The company's search for a business combination partner may not be successful.
- The company's limited resources and access to capital pose a significant risk.
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 our financial results.
- Management believes that the lack of a functioning audit committee results in ineffective oversight in the establishment and monitoring of required internal controls and procedures.
- 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.
Industry Context
The company operates as a shell company, a common structure for companies seeking to acquire an existing business. The company's financial situation is not uncommon for shell companies, which often have limited operations and rely on external funding or a merger to become viable.
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 significant accumulated deficits until they complete a business combination.
- The company's negative working capital and going concern issues are typical for shell companies in the pre-acquisition phase.
- The company's reliance on related party loans is also common for shell companies.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Thomas W. Colligan | Jonathan J. Ledecky | 2022-03-22 | Resignation of previous director and appointment of new director. |
| Chief Executive Officer | Thomas W. Colligan | Jonathan J. Ledecky | 2022-03-22 | Resignation of previous CEO and appointment of new CEO. |
| Chief Financial Officer | Thomas W. Colligan | Jonathan J. Ledecky | 2022-03-22 | Resignation of previous CFO and appointment of new CFO. |
| President | Thomas W. Colligan | Arnold P. Kling | 2022-03-22 | Resignation of previous President and appointment of new President. |
| Treasurer | Thomas W. Colligan | Arnold P. Kling | 2022-03-22 | Resignation of previous Treasurer and appointment of new Treasurer. |
| Secretary | Arnold P. Kling | 2022-03-22 | Appointment of new Secretary. |
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 | Increased board size and added a new director. |
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 loans and notes outstanding.
- The company issued promissory notes to lenders affiliated with the company's officers.
- The company issued convertible promissory notes to entities affiliated with the company's officers.
Stakeholder Impact
- Shareholders face significant risk due to the company's financial condition and going concern issues.
- 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 are at risk due to the company's negative working capital and limited cash reserves.
Next Steps
- The company will continue to seek a business combination partner.
- The company will continue to seek additional funding to meet its obligations.
Key Dates
| Date | Description |
|---|---|
| 2000-08-15 | Company incorporated 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 business plan. |
| 2021-06-30 | Services Agreement with Fountainhead Capital Management Limited terminated. |
| 2022-03-21 | Company entered into a Securities Purchase Agreement. |
| 2022-03-22 | Change in control of the company. |
| 2022-04-07 | Company name changed to Yale Transaction Finders, Inc. |
| 2022-05-16 | Promissory notes issued to four lenders. |
| 2023-05-31 | Promissory notes issued to four lenders. |
| 2023-11-30 | Promissory notes issued to three lenders. |
| 2024-04-25 | Convertible promissory notes issued to Ironbound Partners Fund, LLC, Moyo Partners, LLC and Dakota Group, LLC. |
| 2024-06-30 | Maturity date of promissory notes extended to June 30, 2025. |
| 2024-09-30 | End of the reporting period for the quarterly report. |
| 2024-11-05 | Convertible promissory notes issued to Ironbound Partners Fund, LLC, Moyo Partners, LLC and Dakota Group, LLC. |
| 2024-11-14 | Date of the quarterly report. |
Keywords
business combination, shell company, merger, acquisition, financial statements, going concern, working capital, promissory notes, convertible notes, operating expenses
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