UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the Quarterly Period Ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______________ to ______
Commission
File Number:
(Exact name of registrant as specified in its charter)
| (State of organization) | (I.R.S. Employer Identification No.) |
c/o Graubard Miller
(Address of principal executive offices)
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. ☒
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” , “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☐ |
Accelerated Filer ☐ |
☒ |
Smaller
Reporting Company Emerging
Growth Company |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Securities registered under Section 12(g) of the Exchange Act:
| Title of each Class | Ticker Symbol | Name of each exchange on which registered | ||
| Pink Sheets |
There are shares of common stock outstanding as of August 15, 2022.
TABLE OF CONTENTS
| PART I - FINANCIAL INFORMATION | ||
| ITEM 1. | INTERIM FINANCIAL STATEMENTS | 3 |
| ITEM 2. | MANAGEMENT’S DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION | 9 |
| ITEM 4. | CONTROLS AND PROCEDURES | 11 |
| PART II - OTHER INFORMATION | ||
| ITEM 1. | LEGAL PROCEEDINGS | 12 |
| ITEM 6. | EXHIBITS | 12 |
| SIGNATURES | 13 | |
| 2 |
PART I – FINANCIAL INFORMATION
ITEM 1. INTERIM FINANCIAL STATEMENTS
YALE TRANSACTION FINDERS, INC.
(formerly Yacht Finders, Inc.)
Condensed Balance Sheets (Unaudited)
| June 30, 2022 | December 31, 2021 | |||||||
| ASSETS | ||||||||
| Cash | $ | |||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES & STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accrued liabilities | $ | $ | ||||||
| Note payable – related party | ||||||||
| Accrued interest– related party | ||||||||
| Total current liabilities and total liabilities | ||||||||
| Stockholders’ deficit | ||||||||
| Preferred stock, par value $, shares authorized, shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | ||||||||
| Common stock, par value $, shares authorized, shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders (deficit) | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
See accompanying notes to condensed financial statements
| 3 |
YALE TRANSACTION FINDERS, INC.
(Formerly Yacht Finders, Inc.)
Condensed Statements of Operations (Unaudited)
| Three Months ended | Six Months ended | |||||||||||||||
| June 30 | June 30 | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Operating Expenses | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Management fees-related party | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other expenses | ||||||||||||||||
| Interest expense-related party | ||||||||||||||||
| Net loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | ||||||||||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic loss per share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of common shares outstanding - basic | ||||||||||||||||
See accompanying notes to condensed financial statements
| 4 |
YALE TRANSACTION FINDERS, INC.
(Formerly Yacht Finders Inc.)
Condensed Statement of Changes in Stockholders’ Deficit
(Unaudited)
| Common Stock | Additional Paid-In | Accumulated | ||||||||||||||||||
| Shares | Par Value | Capital | Deficit | Total | ||||||||||||||||
| Balance at January 1, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Forgiveness of debt by related party | - | |||||||||||||||||||
| Net Loss | - | ( | ) | $ | ( | ) | ||||||||||||||
| Balance at March 31, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net Loss | ( | ) | ( | ) | ||||||||||||||||
| Balance at June 30, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Common Stock | Additional Paid-In | Accumulated | ||||||||||||||||||
| Shares | Par Value | Capital | Deficit | Total | ||||||||||||||||
| Balance at January 1, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||||||||||||||
| Balance at March 31, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net Loss | ( | ) | ( | ) | ||||||||||||||||
| Balance at June 30, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
See accompanying notes to condensed financial statements
| 5 |
YALE TRANSACTION FINDERS, INC.
(formerly Yacht Finders, Inc.)
Condensed Statements of Cash Flows (Unaudited)
| Six Months ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Increase in interest payable- related party | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase (decrease) in accounts payable | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| FINANCING ACTIVITIES | ||||||||
| Proceeds from notes payable - related party | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase (decrease) in cash | ||||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
See accompanying notes to condensed financial statements
| 6 |
YALE TRANSACTION FINDERS, INC.
(formerly Yacht Finders, Inc.)
NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS
June 30, 2022
(Unaudited)
(1) ORGANIZATION AND BASIS OF PRESENTATION
Yale Transaction Finders, Inc. (the “Company”) was incorporated in Delaware on November 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 filed a subsequent amendment to change the name to Yacht Finders, Inc. On April 7, 2022, the Company filed an amendment to the Certificate of Incorporation to change the name to Yale Transaction Finders, Inc.
Yale Transaction Finders, Inc.’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.
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. For further information, refer to the financial statements and footnotes thereto included in the Form 10-K for the year ended December 31, 2021.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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.
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. For the three months ended June 30, 2022, there were no variances between the basic and diluted loss per share as there were no potentially dilutive securities outstanding.
GOING CONCERN
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. The Company generated a net loss of $
In December 2019, an outbreak of a novel strain of coronavirus (COVID-19) originated in Wuhan, China, and has since spread to a number of other countries, including the United States. On March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. While the Company presently has no ongoing operations or employees, this situation could limit the market for a merger partner for a strategic business combination. Any of these uncertainties could have a material adverse effect on the business, financial condition or results of operations.
| 7 |
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON’T)
NEW ACCOUNTING PRONOUNCEMENTS
From time-to-time new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.
(3) RELATED PARTY TRANSACTIONS
The
Company previously had loans and notes outstanding from a shareholder in the aggregate amount of $
Pursuant
to a Services Agreement with Fountainhead Capital Management Limited (“FHM”), a former shareholder, the Company was obligated
to pay FHM a quarterly fee in the amount of $
In
May 2022, the Company issued promissory notes to four lenders, including two affiliated with the Company’s officers, in an aggregate
amount of $
(4) CHANGE IN CONTROL
On March 22, 2022, the Company entered into and consummated a Securities Purchase Agreement (the “Purchase Agreement”) with Fountainhead Capital Management Limited, a Jersey company (the “Seller”), Ironbound Partners Fund, LLC, a Delaware limited liability company, Moyo Partners, LLC, a New York limited liability company, Dakota Group, Ltd., a New York limited liability company, and Rise Capital Corp., a New York corporation (each a “Purchaser” and together, the “Purchasers”).
Pursuant
to the Purchase Agreement, the Seller sold to Purchasers an aggregate of shares of common stock of the Company held by the
Seller (the “Shares”), representing approximately
Additionally, pursuant to the Purchase Agreement:
| ● | The
Seller contributed a promissory note issued by the Company in favor of Seller in the amount of $ | |
| ● | Thomas W. Colligan, the sole director of the Company, authorized an increase in the number of directors on the Board from one to two and appointed Jonathan J. Ledecky as a director to fill the vacancy on the Board created by this increase; | |
| ● | Mr. Colligan resigned as Chief Executive Officer, Chief Financial Officer, President and Treasurer, effectively immediately, and resigned from the Company’s board, effective on the day following the tenth day after the mailing of the Information Statement (defined below); and |
The Board appointed Mr. Ledecky as Chief Executive Officer and Chief Financial Officer of the Company and Arnold P. Kling as President, Treasurer and Secretary of the Company.
(5) SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date the financial statements were available to be issued. Based on this evaluation, the Company had no reportable subsequent events other than those disclosed elsewhere in these financials.
| 8 |
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 year ended December 31, 2021.
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.
The Company’s business plan 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.
| 9 |
Six Months Ended June 30, 2022 Compared to June 30, 2021
The following table summarizes the results of our operations during the six months ended June 30, 2022 and June 30, 2021 and provides information regarding the dollar and percentage increase or (decrease) from the current 6-month period to the prior 6-month period:
| Line Item | 6/30/2022 (unaudited) | 6/30/2021 (unaudited) | Increase/ (Decrease) | Percentage Increase (Decrease) | ||||||||||||
| Revenues | — | — | — | — | ||||||||||||
| Operating expenses | 38,120 | 27,912 | 10,208 | 37.0 | % | |||||||||||
| Net loss | 48,036 | 50,484 | (2,448 | ) | (4.85 | )% | ||||||||||
| Loss per share of common stock | $ | |||||||||||||||
We recorded a net loss of $48,036 for the six months ended June 30, 2022 as compared with a net loss of $50,484 for the six months ended June 30, 2021. The principal reason for the increase in Operating Expenses was an increase in professional fees, partially offset by the elimination of the Fountainhead Capital Management Limited advisory fee effective as of June 30, 2021.
Liquidity and Capital Resources
We had $27,616 cash on hand at June 30, 2022 and had no other assets to meet ongoing expenses or debts that may accumulate. Since inception, we have accumulated a deficit of $1,256,552. As of June 30, 2022, we had $53,905 in liabilities and a negative working capital of $26,289.
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 principally for accounting expenses and other expenses related to making filings required under the Securities Exchange Act of 1934, which should not exceed $50,000 in the fiscal year ending December 31, 2022. 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.
| 10 |
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. We had $26,289 negative working capital as of June 30, 2022; we had an accumulated deficit of $1,256,552 incurred through June 30, 2022 and recorded a loss of $48,036 for the first six months of 2022 and a loss of $90,021 from operations for the fiscal year ended December 31, 2021. These factors, among others, raise substantial doubt regarding the Company’s ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders or the ability of the Company to obtain necessary equity financing to continue operations. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business. Given the Company’s limited resources and limited access to capital, there is little the Company can do to address this issue until it identifies and completes a transaction with a third party. There is no guarantee that such a transaction can be completed, and if one is completed, that it will be on terms which are beneficial to shareholders or alleviate the substantial doubt about the Company’s ability to continue as a going concern. The Company’s plan to alleviate the going concern issue is to continue to seek out a merger partner which has the financial resources to address the going concern issue.
In December 2019, an outbreak of a novel strain of coronavirus (COVID-19) originated in Wuhan, China, and has since spread to a number of other countries, including the United States. On March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. While the Company presently has no ongoing operations or employees, this situation could limit the market for a merger partner for a strategic business combination. Any of these uncertainties could have a material adverse effect on the business, financial condition or results of operations.
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 4. 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 June 30, 2022. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are not 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 not 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.
The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes.
Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our 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 our financial statements in future periods.
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 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| 11 |
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 6. EXHIBITS
| Exhibit No. | Description | |
| 31.1* | Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Certification of Principal Financial and Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1+ | Certification of Principal Executive Officer and Principal Financial and Accounting Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |
| *Filed with this Report | ||
+Furnished with this Report, which shall not be deemed “filed” for purposes of Sec 18 of the Securities Act of 1934, or otherwise subject to the liability of that Section. |
| 12 |
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.
| YALE TRANSACTION FINDERS, INC. | ||
| Date: August 15, 2022 | By | /s/ Arnold P. Kling |
| Arnold P. Kling, President and Treasurer | ||
| 13 |
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
I, Jonathan J. Ledecky, certify that:
| 1. | I have reviewed this Form 10-Q for the period ended June 30, 2022 of Yale Transaction Finders, Inc.; | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| e. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| f. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: August 15, 2022 | |
| /s/ Jonathan J. Ledecky | |
| Jonathan J. Ledecky | |
| Principal Executive Officer |
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
I, Arnold P. Kling, certify that:
| 1. | I have reviewed this Form 10-Q for the period ended June 30, 2022 of Yale Transaction Finders, Inc.; | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| e. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| f. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: August 15, 2022 | |
| /s/ Arnold P. Kling | |
| Arnold P. Kling | |
| Principal Financial and Accounting Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Yale Transaction Finders, Inc. (the “Company”) on Form 10-Q, for the period ended June 30, 2022 as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
| Date: August 15, 2022 | |
| /s/ Jonathan J. Ledecky | |
| Jonathan J. Ledecky | |
| Chief Executive Officer | |
| (Principal executive officer) | |
| /s/ Arnold P. Kling | |
| Arnold P. Kling | |
| President and Treasurer | |
| (Principal financial and accounting officer) |
Condensed Balance Sheets (Unaudited) - USD ($) |
Jun. 30, 2022 |
Dec. 31, 2021 |
|---|---|---|
| ASSETS | ||
| Cash | $ 27,616 | |
| TOTAL ASSETS | 27,616 | |
| Current liabilities | ||
| Accrued liabilities | 3,645 | 37,092 |
| Note payable – related party | 50,000 | 783,122 |
| Accrued interest– related party | 260 | 338,502 |
| Total current liabilities and total liabilities | 53,905 | 1,158,716 |
| Stockholders’ deficit | ||
| Preferred stock, par value $0.0001, 20,000,000 shares authorized, no shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | ||
| Common stock, par value $0.0001, 80,000,000 shares authorized, 5,199,000 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | 520 | 520 |
| Additional paid-in capital | 1,229,743 | 49,280 |
| Accumulated deficit | (1,256,552) | (1,208,516) |
| Total stockholders (deficit) | (26,289) | (1,158,716) |
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 27,616 |
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares |
Jun. 30, 2022 |
Dec. 31, 2021 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Preferred stock, par value | $ 0.0001 | $ 0.0001 |
| Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
| Preferred stock, shares issued | 0 | 0 |
| Preferred stock, shares outstanding | 0 | 0 |
| Common stock, par value | $ 0.0001 | $ 0.0001 |
| Common stock, shares authorized | 80,000,000 | 80,000,000 |
| Common stock, shares issued | 5,199,000 | 5,199,000 |
| Common stock, shares outstanding | 5,199,000 | 5,199,000 |
Condensed Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2022 |
Jun. 30, 2021 |
Jun. 30, 2022 |
Jun. 30, 2021 |
|
| Income Statement [Abstract] | ||||
| Revenues | ||||
| Operating Expenses | ||||
| General and administrative | 24,029 | 5,226 | 38,120 | 7,912 |
| Management fees-related party | 10,000 | 20,000 | ||
| Loss from operations | (24,029) | (15,226) | (38,120) | (27,912) |
| Other expenses | ||||
| Interest expense-related party | 260 | 11,501 | 9,916 | 22,572 |
| Net loss before income taxes | (24,289) | (26,727) | (48,036) | (50,484) |
| Provision for income taxes | ||||
| Net Loss | $ (24,289) | $ (26,727) | $ (48,036) | $ (50,484) |
| Basic loss per share | $ (0.00) | $ (0.01) | $ (0.01) | $ (0.01) |
| Weighted average number of common shares outstanding - basic | 5,199,000 | 5,199,000 | 5,199,000 | 5,199,000 |
Condensed Statements of Cash Flows (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||||
|---|---|---|---|---|---|---|
Jun. 30, 2022 |
Mar. 31, 2022 |
Jun. 30, 2021 |
Mar. 31, 2021 |
Jun. 30, 2022 |
Jun. 30, 2021 |
|
| OPERATING ACTIVITIES | ||||||
| Net loss | $ (24,289) | $ (23,747) | $ (26,727) | $ (23,757) | $ (48,036) | $ (50,484) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Increase in interest payable- related party | 260 | 11,501 | 9,916 | 22,572 | ||
| Changes in operating assets and liabilities: | ||||||
| Increase (decrease) in accounts payable | (33,447) | (3,250) | ||||
| Net cash used in operating activities | (71,567) | (31,162) | ||||
| FINANCING ACTIVITIES | ||||||
| Proceeds from notes payable - related party | 99,183 | 31,162 | ||||
| Net cash provided by financing activities | 99,183 | 31,162 | ||||
| Net increase (decrease) in cash | 27,616 | |||||
| Cash at beginning of period | ||||||
| Cash at end of period | $ 27,616 | $ 27,616 | ||||
ORGANIZATION AND BASIS OF PRESENTATION |
6 Months Ended |
|---|---|
Jun. 30, 2022 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| ORGANIZATION AND BASIS OF PRESENTATION | (1) ORGANIZATION AND BASIS OF PRESENTATION
Yale Transaction Finders, Inc. (the “Company”) was incorporated in Delaware on November 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 filed a subsequent amendment to change the name to Yacht Finders, Inc. On April 7, 2022, the Company filed an amendment to the Certificate of Incorporation to change the name to Yale Transaction Finders, Inc.
Yale Transaction Finders, Inc.’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.
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. For further information, refer to the financial statements and footnotes thereto included in the Form 10-K for the year ended December 31, 2021.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
6 Months Ended |
|---|---|
Jun. 30, 2022 | |
| Accounting Policies [Abstract] | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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.
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. For the three months ended June 30, 2022, there were no variances between the basic and diluted loss per share as there were no potentially dilutive securities outstanding.
GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated a net loss of $48,036 for the six-month period ended June 30, 2022 and had a negative working capital of $26,289 and an accumulated deficit of $1,256,552 as of June 30, 2022. These conditions, among others, 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 working capital advances being provided by the Company’s majority shareholder for 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. 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. The Company’s plan to alleviate the going concern issue is to continue to seek out a merger partner which has the financial resources to address the going concern question.
In December 2019, an outbreak of a novel strain of coronavirus (COVID-19) originated in Wuhan, China, and has since spread to a number of other countries, including the United States. On March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. While the Company presently has no ongoing operations or employees, this situation could limit the market for a merger partner for a strategic business combination. Any of these uncertainties could have a material adverse effect on the business, financial condition or results of operations.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON’T)
NEW ACCOUNTING PRONOUNCEMENTS
From time-to-time new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.
|
RELATED PARTY TRANSACTIONS |
6 Months Ended |
|---|---|
Jun. 30, 2022 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | (3) RELATED PARTY TRANSACTIONS
The Company previously had loans and notes outstanding from a shareholder in the aggregate amount of $780,631, which bore interest at 6% per annum and represented amounts loaned to the Company to pay the Company’s operating expenses. On December 31, 2020, the Payee under the Note and the Company agreed to extend the maturity date of the Note to December 31, 2021. On March 22, 2022, all amounts owed thereunder was contributed by the shareholder to the capital of the Company for no additional consideration.
Pursuant to a Services Agreement with Fountainhead Capital Management Limited (“FHM”), a former shareholder, the Company was 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. The Services Agreement was terminated by mutual agreement between FHM and the Company effective June 30, 2021. Total fees accrued to note payable – related party for the three-month period ended June 30, 2022 were $0.
In May 2022, the Company issued promissory notes to four lenders, including two affiliated with the Company’s officers, in an aggregate amount of $50,000. The notes have a maturity date of June 30, 2023 and bear interest at the rate of 5.0% per annum, payable at maturity. The principal and accrued interest on the notes is convertible, at the election of the lenders, into shares of the Company’s common stock following the consummation of a “Qualified Financing” (as defined in the notes), or upon the consummation of a “Fundamental Transaction” (as defined in the notes) at the “Conversion Price” of the share price attributable to the Company’s Common Stock in a Qualified Financing , or if no Qualified Financing shall have been consummated, the per price share in the Fundamental Transaction as determined in good faith by the Board of Directors of the Company (as defined in the notes). The proceeds of the notes will be utilized by the Company to fund working capital needs.
|
CHANGE IN CONTROL |
6 Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2022 | ||||||||||||||||
| Change In Control | ||||||||||||||||
| CHANGE IN CONTROL | (4) CHANGE IN CONTROL
On March 22, 2022, the Company entered into and consummated a Securities Purchase Agreement (the “Purchase Agreement”) with Fountainhead Capital Management Limited, a Jersey company (the “Seller”), Ironbound Partners Fund, LLC, a Delaware limited liability company, Moyo Partners, LLC, a New York limited liability company, Dakota Group, Ltd., a New York limited liability company, and Rise Capital Corp., a New York corporation (each a “Purchaser” and together, the “Purchasers”).
Pursuant to the Purchase Agreement, the Seller sold to Purchasers an aggregate of shares of common stock of the Company held by the Seller (the “Shares”), representing approximately 98.5% of the outstanding capital stock of the Company, for an aggregate purchase price of $352,641. The Purchasers owned no other shares of capital stock of the Company prior to the consummation of the Purchase Agreement.
Additionally, pursuant to the Purchase Agreement:
The Board appointed Mr. Ledecky as Chief Executive Officer and Chief Financial Officer of the Company and Arnold P. Kling as President, Treasurer and Secretary of the Company.
|
SUBSEQUENT EVENTS |
6 Months Ended |
|---|---|
Jun. 30, 2022 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | (5) SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date the financial statements were available to be issued. Based on this evaluation, the Company had no reportable subsequent events other than those disclosed elsewhere in these financials. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
6 Months Ended |
|---|---|
Jun. 30, 2022 | |
| Accounting Policies [Abstract] | |
| USE OF ESTIMATES | 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.
|
| 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. For the three months ended June 30, 2022, there were no variances between the basic and diluted loss per share as there were no potentially dilutive securities outstanding.
|
| GOING CONCERN | GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated a net loss of $48,036 for the six-month period ended June 30, 2022 and had a negative working capital of $26,289 and an accumulated deficit of $1,256,552 as of June 30, 2022. These conditions, among others, 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 working capital advances being provided by the Company’s majority shareholder for 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. 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. The Company’s plan to alleviate the going concern issue is to continue to seek out a merger partner which has the financial resources to address the going concern question.
In December 2019, an outbreak of a novel strain of coronavirus (COVID-19) originated in Wuhan, China, and has since spread to a number of other countries, including the United States. On March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. While the Company presently has no ongoing operations or employees, this situation could limit the market for a merger partner for a strategic business combination. Any of these uncertainties could have a material adverse effect on the business, financial condition or results of operations.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON’T)
|
| NEW ACCOUNTING PRONOUNCEMENTS | NEW ACCOUNTING PRONOUNCEMENTS
From time-to-time new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended | |||||
|---|---|---|---|---|---|---|---|
Jun. 30, 2022 |
Mar. 31, 2022 |
Jun. 30, 2021 |
Mar. 31, 2021 |
Jun. 30, 2022 |
Jun. 30, 2021 |
Dec. 31, 2021 |
|
| Accounting Policies [Abstract] | |||||||
| Net Income (Loss) Attributable to Parent | $ 24,289 | $ 23,747 | $ 26,727 | $ 23,757 | $ 48,036 | $ 50,484 | |
| Working capital deficit | 26,289 | 26,289 | |||||
| Accumulated deficit | $ 1,256,552 | $ 1,256,552 | $ 1,208,516 | ||||
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) |
1 Months Ended | 6 Months Ended | |
|---|---|---|---|
Dec. 31, 2020 |
May 31, 2022 |
Jun. 30, 2022 |
|
| Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
| Promissory notes | $ 780,631 | ||
| Debt instrument, interest rate | 6.00% | ||
| Maturity date | Dec. 31, 2021 | ||
| Fees paid | $ 10,000 | ||
| Debt instrument accrued fees | $ 0 | ||
| Four Lenders [Member] | |||
| Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
| Promissory notes | $ 50,000 | ||
| Debt instrument, interest rate | 5.00% | ||
| Maturity date | Jun. 30, 2023 |
CHANGE IN CONTROL (Details Narrative) - Purchase Agreement [Member] - USD ($) |
Mar. 22, 2022 |
Mar. 17, 2002 |
|---|---|---|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
| Number of shares sold | 5,120,000 | |
| Ownership percentage | 98.50% | |
| Aggregate purchase price | $ 352,641 | |
| Promissory Note [Member] | ||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
| Notes fair value | $ 832,305 | |
| Accrued interest | $ 348,158 |
"
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MYVNN\+"?%W= <7O2#?#[AN/B+2O:0'4EY/\-4$L#!!0 ( !2 #U6B5AUK
M%@, +P* 9 >&PO=V]R:W-H965T