UNITED STATES


SECURITIES AND EXCHANGE
COMMISSION


Washington, D.C.
20549







FORM 10-KSB






(Mark
One)
 x ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 For the
Fiscal Year Ended December 31,
2007
  OR
  o TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.


BISCAYNE
ACQUISITION GROUP, INC.
 (Name of
Small Business Issuer in its charter)
  Florida
              20-8090928(State
      or other jurisdiction of
              (IRS
      Employer Identification No.)incorporation
      or organization)
  5775
      Blue Lagoon Drive, Suite 100, Miami, Florida
              33126(Address
      of principal executive offices)
              (Zip
      Code)
  Issuer's
telephone number: (786)
888-4567


Securities
to be registered under Section 12(b) of the Act:


None




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





Common Stock, Par Value $.001 Per
Share


(Title of
class)




Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act. [    ]|
 
 Check
whether the issuer: (i) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (ii) has been
subject to such filing requirements for the past 90 days. Yes |X| No
|_|
  Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]|
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [ X ] No [ ]
 
 The
issuer's revenues for the fiscal year ended December 31, 2007 were
$0.00.
 
 The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold as of March 19, 2008 was $6,500.
 
 The
number of shares outstanding of the issuer's common stock as of latest
practicable date was 4,260,000 shares.
  Transitional
Small Business Disclosure Format (Check one): Yes |_| No |X|




-1-




TABLE OF
CONTENTS




PagePART IItem
      1.
            Description of Business
            3Item
      2.
            Description of Property
            9Item
      3.
            Legal
      Proceedings
            9Item
      4.
            Submission of Matters to a Vote of Securities
    Holders
            9Item
      5.
            Market
      for Common Equity and Related Stockholder Matters and Small Business
      Issuer Purchases of Equity Securities
            10Item
      6.
            Management's Discussion and Analysis or Plan of
      Operation
            12Item
      7.
            Financial Statements
            20Item
      8.
            Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosure
            32Item
      8a.
            Controls and ProceduresItem
      9.
            Directors, Executive Officers, Promoters, Control Persons and
      Corporate Governance; Compliance with Section 16(a) of the Exchange
      Act
            32Item
      10.
            Executive Compensation
            34Item
      11.
            Security Ownership of Certain Beneficial Owners and
      Management and Related Stockholder Matters
            35Item 12.
            Certain Relationships and Related Transactions, and Director
      Independence
            36Item
      13.
            Exhibits
            37Item
      14.
            Principal Accountant Fees and Schedules
            37




-2-
 Table of Contents


ITEM 1. DESCRIPTION OF
BUSINESS





Business
Development





Biscayne
Acquisition Group, Inc. (the "Company", "our", "us" or "we") was incorporated
under the laws of the State of Florida on December 22, 2006. We have been in the
developmental stage since inception and have conducted virtually no business
operations, other than organizational and administrative activities.  We
have no full-time employees and own no real estate or personal property. 
We were formed as a vehicle to pursue a business combination but have
not entered into a letter of intent concerning any target
business. Our business purpose is to seek the acquisition of, or merger
with, an existing company.





Business of
Issuer





Our
discussion of the proposed business under this caption and throughout this Form
10-KSB is purposefully general and is not meant to restrict our virtually
unlimited discretion to search for and enter into potential business
opportunities.





Based on
proposed business activities, we are a "blank check" company. The U.S.
Securities and Exchange Commission (the "SEC") defines such companies as "any
development stage company that is issuing a penny stock, within the meaning of
Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended, (the
"Exchange Act") and that has no specific business plan or purpose, or has
indicated that its business plan is to merge with an unidentified company or
companies." Under SEC Rule 12b-2 under the Securities Act of 1933, as amended
(the "Securities Act"), we also qualify as a "shell company," because we have no
or nominal assets (other than cash) and no or nominal operations. Many states
have enacted statutes, rules and regulations limiting the sale of securities of
"blank check" companies in their respective jurisdictions. No trading market
currently exists for our securities, and Management does not intend to undertake
any efforts to cause a market to develop in our securities, either debt or
equity, or to register any securities under the Securities Act or state blue sky
laws or the regulations thereunder until we have successfully concluded a
business combination. We intend to comply with the periodic reporting
requirements of the Exchange Act for so long as we are subject to those
requirements.





We were
organized as a vehicle to investigate and, if such investigation warrants,
acquire a target company or business seeking the perceived advantages of being a
publicly held corporation.  Our principal business objective for the
next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with a business rather than immediate,
short-term earnings. We will not restrict our potential candidate target
companies to any specific business, industry or geographical location and, thus,
may acquire any type of business.





We have
conducted no business operations to date and expect to conduct none in the
future, other than our efforts to effectuate a business combination. We,
therefore, can be characterized as a "shell" corporation. As a "shell"
corporation, we face risks inherent in the investigation, acquisition, or
involvement in a new business opportunity. Further, as a "development stage" or
"start-up" company, we face all of the unforeseen costs, expenses, problems, and
difficulties related to such companies, including whether we will continue to be
a going concern entity for the foreseeable future.





-3-
 Table of Contents


There are
no acquisitions, business combinations, or mergers pending or which have
occurred involving the Company. Presently, we have no plans, proposals,
agreements, understandings or arrangements of any kind or nature whatsoever to
acquire or merge with any specific business or company, and we have not
identified any specific business or company for investigation and
evaluation.






The
analysis of new business opportunities will be undertaken by, or under the
supervision of, Ms. Luz M. Weigel, our sole officer and director, and by our
shareholder, Charles J. Scimeca.  We have unrestricted flexibility in
seeking, analyzing and participating in potential business opportunities. In our
efforts to analyze potential acquisition targets, we will consider the following
kinds of factors:




·           Potential
for growth, indicated by new technology, anticipated market expansion or new
products;




·           Competitive
position as compared to other firms of similar size and experience within the
industry segment as well as within the industry as a whole;




·           Strength
and diversity of management, either in place or scheduled for
recruitment;




·           Capital
requirements and anticipated availability of required funds, to be provided by
the Registrant or from operations, through the sale of additional securities,
through joint ventures or similar arrangements or from other
sources;




·           The
cost of participation by the Company as compared to the perceived tangible
and intangible values and potentials;




·           The
extent to which the business opportunity can be advanced;




·           The
accessibility of required management expertise, personnel, raw materials,
services, professional assistance and other required items; and




·           Other
relevant factors.




In
applying the foregoing criteria, no one of which will be controlling, management
will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. Potentially
available business opportunities may occur in many different industries, and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. Due to our limited capital available for investigation, we may not
discover or adequately evaluate adverse facts about the opportunity to be
acquired.


-4-
 Table of Contents





We
anticipate that we will locate and make contact with target businesses primarily
through the reputation and efforts of our shareholder, Charles J. Scimeca., who
intends to meet personally with existing management and key personnel, visit and
inspect material facilities, assets, products and services belonging to such
prospects, or undertake such reasonable investigation as it deems appropriate.
Mr. Scimeca has a network of business contacts, and we anticipate that
prospective target businesses will be referred to us through this network of
contacts.






In
connection with our evaluation of a prospective target business, our sole
officer and director and our other shareholder, anticipate that they will
conduct a due diligence review which will encompass, among other things,
meetings with incumbent management and inspection of facilities, as well as
review of financial or other information which will be made available to us. The
time and costs required to select and evaluate a target business, including
conducting a due diligence review, negotiating relevant agreements and preparing
requisite documents for filing pursuant to applicable Federal securities laws,
state blue sky laws, foreign securities laws, if any, and corporation laws
cannot presently be ascertained with any degree of certainty.





It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial cost for accountants, attorneys and others. If a decision is made
not to participate in a specific business opportunity, the costs theretofore
incurred in the related investigation would not be recoverableand may reduce the
amount of capital available to otherwise complete a business combination or for
the resulting entity to utilize. Furthermore, even if an agreement is reached
for the participation in a specific business opportunity, the failure to
consummate that transaction may result in a loss to us of the related costs
incurred.




We
presently have no employees apart from our management. We expect no significant
changes in the number of our employees other than such changes, if any, incident
to a business combination.





Our
officer and sole director is engaged in outside business activities and
anticipates that she will devote to our business very limited time until the
acquisition of a successful business opportunity has been
identified.  However, our sole officer and director will devote such
time as she deems reasonably necessary to carry out the business and affairs of
the Company, including, with the anticipated assistance of Mr. Scimeca, the
evaluation of potential target businesses and the negotiation of a business
combination, and, as a result, the amount of time devoted to our business and
affairs may vary significantly depending upon, among other things, whether we
have identified a target business or are engaged in active negotiations of a
business combination.





Although
we are currently issuing shares of common stock to finance our administrative
expenses, we will, in all likelihood, issue a substantial number of additional
securities in connection with the consummation of a business combination. To the
extent that such additional securities are issued, dilution to the interests of
our shareholders will inevitably occur. Additionally, if a substantial number of
shares of common stock are issued in connection with the consummation of a
business combination, a change in our control will occur which will also likely
affect, among other things, our ability to utilize net operating loss carry
forwards, if any.


-5-
 Table of Contents





Any such
change in control will likely result in the resignation or removal of our sole
officer and director. If there is a change in the person serving as sole officer
and director, no assurance can be given as to the experience or qualifications
of our new management. Our sole officer and director considers it likely that in
order to consummate a business combination, a change in control will ultimately
occur; therefore, she anticipates offering not less than a controlling interest
to a target business in order to effectuate a business combination. This will
require the consent of Mr. Scimeca to achieve.





Our sole
officer and director may actively negotiate for or otherwise consent to the
disposition of any portion of her common stock as a condition to or in
connection with a business combination. Therefore, it is possible that the terms
of any business combination will provide for the sale of all or any portion of
the shares of common stock owned beneficially by our sole officer and
director.  If we have additional shareholders at the time a business
combination is effected, it is possible that none of our other shareholders
other than our current majority shareholders will be afforded the right to
sell their shares of common stock in connection with a business combination
pursuant to the same terms that our current shareholders will be
provided.





There are
currently no limitations relating to our ability to borrow funds to increase the
amount of capital available to us to effect a business combination or otherwise
finance our operations or the operations of the target business. However, our
limited resources and lack of operating history could make it difficult for us
to borrow additional funds from other sources. The amount and nature of any
borrowings by us will depend on numerous considerations, including our capital
requirements, potential lenders' evaluation of our ability to meet debt service
on borrowings and the then prevailing conditions in the financial markets, as
well as general economic conditions. We do not have any arrangements with any
bank or financial institution to secure additional financing, and there can be
no assurance that such arrangements, if required or otherwise sought, would be
available on terms commercially acceptable or otherwise in our best interests.
Our inability to borrow funds required to effect or facilitate a business
combination, or to provide funds for an additional infusion of capital into a
target business, may have a material adverse effect on our financial condition
and future prospects, including the ability to effect a business combination. To
the extent that debt financing ultimately proves to be available, any borrowings
may subject us to various risks traditionally associated with indebtedness,
including the risks of interest rate fluctuations and insufficiency of cash flow
to pay principal and interest. Furthermore, a target business may have already
incurred debt financing and, therefore, all the risks inherent
thereto.




If our
securities are issued as part of an acquisition, such securities are required to
be issued either in reliance upon exemptions from registration under applicable
Federal or state securities laws or registered for public distribution. We
intend to primarily target only those companies where an exemption from
registration would be available; however, since the structure of the business
combination has yet to be determined, no assurances can be made that we will be
able to rely on such exemptions. Registration of securities typically requires
significant costs, and time delays are typically encountered. In addition, the
issuance of additional securities and their potential sale in any trading market
which might develop in our common stock, of which there is presently no trading
market and no assurances can be given that one will develop, could depress the
price of our common stock in any market which may develop in our common stock.
Further, such issuance of additional securities would result in a decrease in
the percentage ownership of our shareholders.


-6-
 Table of Contents





Due to
our small size and limited amount of capital, our ability to raise additional
capital, if and when needed, could be constrained. Until such time as any
enterprise, product or service which we acquire generates revenues sufficient to
cover operating costs, it is conceivable that we could find ourselves in a
situation where we need additional funds in order to continue our operations.
This need could arise at a time when we are unable to borrow funds and when
market acceptance for the sale of additional shares of our common stock does not
exist. See Item 6, "Management's Discussion and Analysis or Plan of
Operation".





We have
neither the present intention, nor does the present potential exist for us, to
consummate a business combination with a target business in which our sole
officer and director or her affiliates or associates, directly or indirectly,
have a pecuniary interest, although no existing corporate policies would prevent
this from occurring. Although there are no current plans to do so, we may engage
the services of professional firms that specialize in finding business
acquisitions and pay a finder's fee or other compensation. Since we have no
current plans to utilize any outside consultants or advisors to assist in a
business combination, no policies have been adopted regarding use of such
consultants or advisors, the criteria to be used in selecting such consultants
or advisors, the services to be provided, the term of service, or regarding the
total amount of fees that may be paid. However, because of our limited
resources, it is likely that any such fee we agree to pay would be paid in cash
and/or shares of our common stock. In no event will we pay a finder's fee or
commission to any officer or director or to any entity with which they are
affiliated for such service. Moreover, in no event shall we issue any of our
securities to any of our officers, directors, or promoters, if any, or any of
their respective affiliates or associates, in connection with activities
designed to locate a target business.




Investment Company Act and Other
Regulation





We may
participate in a business combination by purchasing, trading or selling the
securities of such target business. We do not, however, intend to engage
primarily in such activities.  Specifically, we intend to conduct our
activities so as to avoid being classified as an "investment company" under the
Investment Company Act of 1940, as amended (the "Investment Act"), and,
therefore, to avoid application of the costly and restrictive registration and
other provisions of the Investment Act, and the regulations promulgated
thereunder.





We will
not enter into any business combination until the target business has obtained
the requisite audited financial statements required to be included in a report
on Form 8-K to be filed by us with the SEC pursuant to the requirements of Form
8-K, the Exchange Act, and the applicable rules and regulations
thereunder.





No
assurances are given that subsequent to such a business combination that a
trading market in our securities will develop, or, if such a trading market is
developed, that it can be maintained with liquidity. We presently have
100,000,000 shares of common stock authorized, and 5,000,000 shares of preferred
stock authorized, of which 4,260,000 shares of common stock are currently issued
and outstanding. None of these outstanding shares have been registered under the
Securities Act, and all of which are deemed to be "restricted securities", as
that term is defined under Rule 144 promulgated under the Securities Act,
because such shares were issued in a private placement transaction to
"accredited investors" not involving a public offering. These shares cannot be
resold to the public under Rule 144 until we have first executed a
business combination and Rule 144 requirements have been met. As of
the date hereof, we have not provided to any shareholder registration rights to
register under the Securities Act any shares of common stock of the Company.


-7-
 Table of Contents





We cannot
estimate the time that it will take to effectuate a business combination. It
could be time consuming; possibly in excess of many months or years.
Additionally, no assurance can be made that we will be able to effectuate a
business combination on favorable terms, or, if such a business combination can
be effected at all. We might identify and effectuate a business combination with
a target business which proves to be unsuccessful for any number of reasons,
many of which are due to the fact that the target business is not identified at
this time. If this occurs, the Company and its shareholders might not realize
any type of profit.






No
assurances can be given that we will be able to enter into a business
combination, as to the terms of a business combination, or as to the nature of
the target company.





Form of
Acquisition





The
manner in which we participate in an opportunity will depend upon the
nature of the opportunity, the respective needs and desires of our company and
the promoters of the opportunity, and the relative negotiating strength of our
company and such promoters.





As a
general rule, federal and state tax laws and regulations have a significant
impact upon the structuring of business combinations. We will evaluate the
possible tax consequences of any prospective business combination and will
endeavor to structure a business combination so as to achieve the most favorable
tax treatment for us, the target business and their respective stockholders.
There can be no assurance that the Internal Revenue Service or relevant state
tax authorities will ultimately assent to our proposed tax treatment of a
particular business combination.





It
is likely that we will acquire our participation in a business opportunity
through the issuance of our own stock or other securities of our company.
Although the terms of any such transaction cannot be predicted, it should be
noted that in certain circumstances the criteria for determining whether or not
an acquisition is a so-called "tax free" reorganization under Section 368(a)(1)
of the Internal Revenue Code of 1986, as amended (the "Code"), depends upon
whether the owners of the acquired business own 80% or more of the voting stock
of the surviving entity. If a transaction were structured to take advantage of
these provisions rather than other "tax free" provisions provided under the
Code, all prior stockholders would in such circumstances retain 20% or less of
the total issued and outstanding shares. Under other circumstances, depending
upon the relative negotiating strength of the parties, prior stockholders may
retain substantially less than 20% of the total issued and outstanding shares of
the surviving entity. This could result in substantial additional dilution to
the equity of those who were stockholders of our company prior to such
reorganization.





To the
extent the Internal Revenue Service or any relevant state tax authorities
ultimately prevail in recharacterizing the tax treatment of a business
combination, there may be adverse tax consequences to us, the target business
and their respective stockholders. Tax considerations, as well as other relevant
factors, will be evaluated in determining the precise structure of a particular
business combination, which could be effected through various forms of a merger,
consolidation or stock or asset acquisition.


-8-
 Table of Contents





Our
present stockholders will likely not have control of a majority of the voting
shares following a reorganization transaction. As part of such a transaction,
all or a majority of our directors may resign and new directors may be appointed
without any vote by stockholders.





In
the case of an acquisition, the transaction may be accomplished upon the sole
determination of management without any vote or approval by stockholders, other
than our current stockholders. In the case of a statutory merger or
consolidation directly involving our company, it will likely be necessary to
call a stockholders' meeting and obtain the approval of the holders of a
majority of the outstanding shares. The necessity to obtain such stockholder
approval may result in delay and additional expense in the consummation of any
proposed transaction and will also give rise to certain appraisal rights to
dissenting stockholders. Most likely, management will seek to structure any such
transaction so as not to require stockholder approval.





Voluntary Exchange Act
Registration





We have
voluntarily become a reporting company under the Exchange Act, but we are under
no obligation to do so pursuant to the requirements of the Exchange
Act.






ITEM 2. DESCRIPTION OF
PROPERTY
  The
principal office of the Company is located at 5775 Blue Lagoon Drive, Suite 100,
Miami, Florida 33126, at the office of our director. This space is provided to
us rent-free. We believe these facilities are adequate to serve our needs until
such time as a business combination, if any, occurs. We expect to be able to
utilize these facilities, free of charge, until such time as a business
combination, if any, occurs.
  ITEM 3. LEGAL
PROCEEDINGS.
  Presently,
there are no legal proceedings to which we are a party, and we do not know of
any legal proceedings threatened or contemplated against us.
  ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
  On
October 23, 2007 , the shareholders voted by consent and without a meeting to
authorize the Company to obtain private investor funding to pay for our
anticipated legal, accounting, auditing, and EDGAR filing expenses through the
first quarter of 2008.
  -9-
 Table of Contents
 ITEM 5. MARKET FOR COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF
EQUITY SECURITIES
 
 Market
Information
  Our
common stock has not been registered with the SEC or any state securities agency
or authority. No public trading market presently exists for our shares of common
stock, and there are no present plans, proposals, arrangements or understandings
with any person with regard to the development of any trading market in any of
our securities. No assurances can be made that a trading market for our common
stock will ever develop. No shares of common stock have been registered for
resale under the blue sky laws of any state. The holders of shares of common
stock, and persons who may desire to purchase shares of common stock in any
trading market that might develop in the future, should be aware that there may
be significant state blue sky law restrictions upon the ability of shareholders
to sell their shares and of purchasers to purchase the shares of common stock.
Some jurisdictions may not allow the trading or resale of blind pool or
"blank-check" securities under any circumstances. Accordingly, shareholders
should consider the secondary market for our securities to be an extremely
limited market for the resale of our securities, until such time that a trading
market for our shares of common stock has developed, if any.
  The SEC is of the opinion
that Rule 504 of Regulation D, which exempts from Securities Act registration
limited offerings and sales of securities not exceeding $1,000,000, is not
available to blank check companies.
  None
of our shares of common stock are presently subject to outstanding options or
warrants to purchase, or securities convertible into our common equity. There
are two (2) shareholders of our common stock holding a total of 4,000,000
shares. All of these shares are "restricted securities", as that term is defined
under Rule 144 promulgated under the Securities Act, in that such shares were
issued in a private transaction not involving a public offering in accordance
with the exemptions from registration afforded by Section 4(2) of the Securities
Act. These shares may be resold under Rule 144. The Company has not
provided to any shareholder registration rights to register under the Securities
Act any shareholder's shares for sale.
  Neither
the Company, our sole officer and director, nor our shareholders have, at the
present time, any plans, proposals, arrangements, understandings or intention of
selling any unissued or outstanding shares of common stock in the public market
subsequent to a business combination. Nevertheless, in the event that
substantial amounts of common stock are sold in the public market subsequent to
a business combination, such sales may adversely affect the price for the sale
of the Company's equity securities in any trading market which may develop, if
at all. No prediction can be made as to the effect, if any, that market sales of
restricted shares of common stock or the availability of such shares for sale
will have on the market prices prevailing from time to time, if
any.
  We presently serve as our
own transfer agent and registrar for our common stock.
 -10-
 Table of Contents
  Dividends
  We
have not paid any dividends on our common stock to date and do not presently
intend to pay cash dividends prior to the consummation of a business
combination. The payment of cash dividends in the future, if any, will be
contingent upon our revenues and earnings, if any, capital requirements, and
general financial condition subsequent to the consummation of a business
combination. The payment of any dividends subsequent to a business combination
will be within the discretion of our then existing board of directors. It is the
present intention of our sole director to retain all earnings, if any, for use
in our business operations, and, accordingly, the board of directors does not
anticipate paying any cash dividends in the foreseeable future.
  Recent
Sales of Unregistered Securities
  The
following sets forth information relating to all previous sales of our common
stock, which sales were not registered under the Securities Act.
  In
connection with our organization on December 22, 2006, 2,000,000 shares of
restricted common stock were issued to Waterford Capital Group, Inc. in exchange
for $2,000.00 in cash. Charles J. Scimeca subscribed to another 2,000,000
shares of restricted common stock in exchange for $2,000.00 in cash, on July 31,
2007. We issured 210,000 shares in November, 2007 for $5,250 in cash to 21
accredited and sophisticated investors. The foregoing purchases were exempt from
registration under the Securities Act, pursuant to Section 4(2), and/or
Rule 506 promulgated thereunder.
  The
purchasers listed above represented their intention to acquire the securities
for investment purposes and their understanding that the securities were not
issued pursuant to a registration statement under the Securities
Act.  A legend was placed on the stock certificates stating that the
securities have not been registered under the Securities Act and cannot be sold
or otherwise transferred without an effective registration or an exemption
therefrom.  The purchasers represented that they are accredited and
sophisticated investors and that the shares were not offered to them by any
means of general solicitation or general advertising.
  We
have never utilized an underwriter for an offering of our securities, and there
were no underwriting discounts or commissions involved in any of our securities
transactions. Other than the securities described above, we have not issued or
sold any securities.
  No
securities have been issued for services, and no services were performed by any
purchaser as consideration for the shares issued.  Neither we nor
any person acting on our behalf offered or sold the securities by means of any
form of general solicitation or general advertising.
  After the reporting period,
we issued 50,000 shares of common stock to five accredited investors for $1,250
in transactions exempt from registration pursuant to Section 4(2) of the
Securities Act and Regulation D Rule 506.
 -11-
 Table of Contents
 ITEM 6.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION




We were organized as a
vehicle to investigate and, if such investigation warrants, acquire a target
company or business seeking the perceived advantages of being a publicly held
corporation. Our principal business objective for the next 12 months and beyond
such time will be to achieve long-term growth potential through a combination
with a business rather than immediate, short-term earnings. We will not restrict
our potential candidate target companies to any specific business, industry or
geographical location and, thus, may acquire any type of business. We have not
had any revenues since inception.




We may
consider a business which has recently commenced operations, is a developing
company in need of additional funds for expansion into new products or markets,
is seeking to develop a new product or service, or is an established business
which may be experiencing financial or operating difficulties and is in need of
additional capital. In the alternative, a business combination may involve the
acquisition of, or merger with, a company which does not need substantial
additional capital, but which desires to establish a public trading market for
its shares, while avoiding, among other things, the time delays, significant
expense, and loss of voting control which may occur in a public
offering.





We do not
currently engage in any business activities that provide cash flow. The costs of
investigating and analyzing business combinations for the next 12 months and
beyond such time will be paid with money in our treasury, if any, or with
additional money contributed by our stockholders, or another
source.




During
the next 12 months, we anticipate incurring costs related to filing of Exchange
Act reports and costs relating to consummating an acquisition. We believe we
will be able to meet these costs through use of funds in our treasury and
additional amounts, as necessary, to be loaned to or invested in us by our
stockholders, management or other investors. After the reporting period, we
began selling common stock to raise funds for this purpose.




We have
not had any preliminary contact or discussions with any representative of any
other entity regarding a business combination with us. Any target business that
is selected may be a financially unstable company or an entity in its early
stages of development or growth, including entities without established records
of sales or earnings. In that event, we will be subject to numerous risks
inherent in the business and operations of financially unstable and early stage
or potential emerging growth companies. In addition, we may effect a business
combination with an entity in an industry characterized by a high level of risk,
and, although our management will endeavor to evaluate the risks inherent in a
particular target business, there can be no assurance that we will properly
ascertain or assess all significant risks.




Our
management anticipates that it will likely be able to effect only one business
combination, due primarily to our limited financing, and the dilution of
interest for present and prospective stockholders, which is likely to occur as a
result of our management's plan to offer a controlling interest to a target
business in order to achieve a tax-free reorganization. This lack of
diversification should be considered a substantial risk in investing in us,
because it will not permit us to offset potential losses from one venture
against gains from another.


-12-
 Table of Contents




We
anticipate that the selection of a business combination will be complex and
extremely risky. Because of general economic conditions, rapid technological
advances being made in some industries and shortages of available capital, our
management believes that there are numerous firms seeking even the limited
additional capital that we will have and/or the perceived benefits of becoming a
publicly traded corporation. Such perceived benefits of becoming a publicly
traded corporation include, among other things, facilitating or improving the
terms on which additional equity financing may be obtained, providing liquidity
for the principals of and investors in a business, creating a means for
providing incentive stock options or similar benefits to key employees, and
offering greater flexibility in structuring acquisitions, joint ventures and the
like through the issuance of stock. Potentially available business combinations
may occur in many different industries and at various stages of development, all
of which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.




We have not had any off-balance sheet
arrangements.






Risk Factors





1.           OUR
BUSINESS IS DIFFICULT TO EVALUATE BECAUSE WE HAVE NO OPERATING
HISTORY.




As we
have no operating history or revenue and only minimal assets, there is a risk
that we will be unable to consummate a business combination. We have had no
recent operating history nor any revenues or earnings from operations since
inception. We have no significant assets or financial resources. We will, in all
likelihood, sustain operating expenses without corresponding revenues, at least
until the consummation of a business combination. This may result in our
incurring a net operating loss that will increase continuously until we can
consummate a business combination with a profitable business opportunity. We
cannot assure you that we can identify a suitable business opportunity and
consummate a business combination.




2.           THERE
IS COMPETITION FOR THOSE PRIVATE COMPANIES SUITABLE FOR A MERGER TRANSACTION OF
THE TYPE CONTEMPLATED BY MANAGEMENT.





We are in
a highly competitive market for a small number of business opportunities which
could reduce the likelihood of consummating a successful business combination.
We are and will continue to be an insignificant participant in the business of
seeking mergers with, joint ventures with, and acquisitions of, small private
and public entities. A large number of established and well-financed entities,
including small public companies and venture capital firms, are active in
mergers and acquisitions of companies that may be desirable target candidates
for us. Nearly all these entities have significantly greater financial
resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.


-13-
 Table of Contents




3.           FUTURE
SUCCESS IS HIGHLY DEPENDENT ON THE ABILITY OF MANAGEMENT TO LOCATE AND ATTRACT A
SUITABLE ACQUISITION.




The
nature of our operations is highly speculative and there is a consequent risk of
loss of your investment. The success of our plan of operation will depend to a
great extent on the operations, financial condition and management of the
identified business opportunity. While management intends to seek business
combination(s) with entities having established operating histories, we cannot
assure you that we will be successful in locating candidates meeting that
criterion. In the event we complete a business combination, the success of our
operations may be dependent upon management of the successor firm or venture
partner firm and numerous other factors beyond our control.





While
seeking a business combination, management anticipates devoting no more than a
few hours per week to our company's affairs in total. Our director has
not entered into a written employment agreement with us and is not expected to
do so in the foreseeable future. This limited commitment may adversely impact
our ability to identify and consummate a successful business
combination.





4.           LIMITED
ABILITY TO EVALUATE TARGET BUSINESS’ MANAGEMENT





While our
ability to successfully effect a business combination will be dependent upon
certain key personnel, the future role of such personnel in the target business
cannot presently be stated with any certainty. There can be no assurance that
our sole officer and director will remain associated in any operational capacity
with us following a business combination. Moreover, there can be no assurances
that our sole officer and director will have any experience or knowledge
relating to the operations of the particular target business. Furthermore,
although we intend to scrutinize the management team of a prospective target
business in connection with evaluating the desirability of effecting a business
combination with such target business, there can be no assurances that our
assessment of such management team will prove to be correct, especially since
our sole officer and director is not a professional business analyst. See
"Directors, Executive Officers, Promoters and Control Persons".






Accordingly,
we may be completely dependent on the ability of the management team of the
target business who are unidentifiable as of the date hereof. In addition, there
can be no assurances that such future management team will have the necessary
skills, qualifications or abilities to manage a public company. We may also seek
to recruit additional managers to supplement the incumbent management team of
the target business. There can be no assurances that we will have the ability to
recruit such additional managers, or that such additional managers will have the
requisite skill, knowledge or experience necessary or desirable to enhance the
incumbent management team.





5.           NO
OPPORTUNITY FOR NON-AFFILIATE SHAREHOLDER EVALUATION OR APPROVAL OF BUSINESS
COMBINATIONS





Our
non-affiliate shareholders, if any, will, in all likelihood, not receive nor
otherwise have the opportunity to evaluate any financial or other information
which will be made available to us in connection with selecting a potential
business combination until after we have entered into an agreement to effectuate
a business combination. Such agreement to effectuate a business combination,
however, will be subject to shareholder approval pursuant to applicable law. As
a result, our non-affiliate shareholders, if any, will be almost entirely
dependent on the judgment and experience of our sole officer and director, her
advisors, and perhaps also with the judgment of our  other shareholder, in
connection with the selection and ultimate consummation of a business
combination. In addition, under Florida law, the form of business combination
could have an impact upon the availability of dissenters' rights (i.e., the
right to receive fair payment with respect to our common stock) to shareholders
disapproving the proposed business combination. See Item 1, "Description of
Business - `Business of Issuer'" and Item 12, "Certain Relationships and Related
Transactions and Director Independence".


-14-
 Table of Contents





6.           THE
COMPANY HAS NO EXISTING AGREEMENT FOR A BUSINESS COMBINATION OR OTHER
TRANSACTION.




There
are no acquisitions, business combinations, or mergers pending or which have
occurred involving the Company. Presently, we have no plans, proposals,
agreements, understandings or arrangements of any kind or nature whatsoever to
acquire or merge with any specific business or company, and we have not
identified any specific business or company for investigation and
evaluation.





7.           THE
TIME AND COST OF PREPARING A PRIVATE COMPANY TO BECOME A PUBLIC REPORTING
COMPANY MAY PRECLUDE US FROM ENTERING INTO A MERGER OR ACQUISITION WITH THE MOST
ATTRACTIVE PRIVATE COMPANIES.




Target
companies that fail to comply with SEC reporting requirements may delay or
preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
reporting companies to provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering one, two, or three years, depending on the relative size of the
acquisition. The time and additional costs that may be incurred by some target
entities to prepare these statements may significantly delay or essentially
preclude consummation of an acquisition. Otherwise suitable acquisition
prospects that do not have or are unable to obtain the required audited
statements may be inappropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.




8.           THE
COMPANY MAY BE SUBJECT TO REGULATION UNDER THE INVESTMENT COMPANY ACT WHICH
WOULD ADVERSELY AFFECT OUR OPERATIONS.




Although
we will be subject to the reporting requirements under the Exchange Act,
management believes we will not be subject to regulation under the Investment
Company Act, since we will not be engaged in the business of investing or
trading in securities. If we engage in business combinations which result in our
holding passive investment interests in a number of entities, we could be
subject to regulation under the Investment Company Act. If so, we would be
required to register as an investment company and could be expected to incur
significant registration and compliance costs. We have obtained no formal
determination from the SEC as to our status under the Investment Company Act
and, consequently, violation of the Investment Company Act could subject us to
material adverse consequences.






9.           ANY
POTENTIAL ACQUISITION OR MERGER WITH A FOREIGN COMPANY MAY SUBJECT US TO
ADDITIONAL RISKS.




If we
enter into a business combination with a foreign concern, we will be subject to
risks inherent in business operations outside of the United States. These risks
include, for example, currency fluctuations, regulatory problems, punitive
tariffs, unstable local tax policies, trade embargoes, risks related to shipment
of raw materials and finished goods across national borders and cultural and
language differences. Foreign economies may differ favorably or unfavorably from
the United States economy in growth of gross national product, rate of
inflation, market development, rate of savings, and capital investment, resource
self-sufficiency and balance of payments positions, and in other
respects.


-15-
 Table of Contents





10.           THERE
IS CURRENTLY NO TRADING MARKET FOR OUR COMMON STOCK, AND LIQUIDITY OF SHARES OF
OUR COMMON STOCK IS LIMITED.




Our
shares of common stock are not registered under the securities laws of any state
or other jurisdiction, and accordingly there is no public trading market for our
common stock. Further, no public trading market is expected to develop in the
foreseeable future unless and until we complete a business combination with an
operating business. Therefore, outstanding shares of our common stock cannot be
offered, sold, pledged or otherwise transferred unless subsequently registered
pursuant to, or exempt from registration under, the Securities Act and any other
applicable federal or state securities laws or regulations. Compliance with the
criteria for securing exemptions under federal securities laws and the
securities laws of the various states is extremely complex, especially in
respect of those exemptions affording flexibility and the elimination of trading
restrictions in respect of securities received in exempt transactions and
subsequently disposed of without registration under the Securities Act or state
securities laws.





Penny
Stock Regulations - State Blue Sky Restrictions - Restrictions on
Marketability.





The SEC
has adopted regulations which generally define a "penny stock" to be any equity
security that has a market price of less than $5.00 per share or an exercise
price of less than $5.00 per share, subject to certain exceptions. Our
securities may be covered by the penny stock rules, which impose additional
sales practice requirements on broker-dealers who sell such securities to
persons other than established customers and accredited investors, which are,
generally, institutions with assets in excess of $5,000,000 or individuals with
net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouse. For transactions covered by this rule, the
broker-dealers must make a special suitability determination for the purchase
and receive the purchaser's written agreement of the transaction prior to the
sale. Consequently, the rule may affect the ability of broker-dealers to sell
our securities and also may affect the ability of any shareholder to sell shares
of common stock in the secondary market.





In
addition, the SEC has adopted a number of rules to regulate "penny stocks". Such
rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, and 15g-9
under the Exchange Act. Because our securities may from time to time, and at the
present time, constitute "penny stocks" within the meaning of these rules, the
rules would apply to the Company and to its securities. These rules may further
affect the ability of our sole shareholder and other shareholders, if any, to
sell their shares in any public market which might develop.





Shareholders
should be aware that, according to SEC Release No. 34-29093, the market for
penny stocks has suffered in recent years from patterns of fraud and abuse. Such
patterns include the following:





·
            control
      of the market for the security by one or a few broker-dealers that are
      often related to the promoter or
issuer;





·
            manipulation
      of prices through prearranged matching of purchases and sales and false
      and misleading press releases;






·
            "boiler
      room" practices involving high-pressure sales tactics and unrealistic
      price projections by inexperienced sales
  persons;





·
            excessive
      and undisclosed bid-ask differentials and markups by selling
      broker-dealers; and the wholesale dumping of the same securities by
      promoters and broker-dealers after prices have been manipulated to a
      desired level, along with the resulting inevitable collapse of those
      prices and with consequent investor
losses.





-16-
 Table of Contents


We are
aware of the abuses that have occurred historically in the penny stock market.
Although we do not expect to be in a position to dictate the behavior of the
market or of broker-dealers who participate in the market, our sole officer and
director will strive within the confines of practical limitations and applicable
laws and regulations to prevent the described patterns from being established
with respect to our securities.




11.            
WE HAVE NEVER PAID DIVIDENDS ON OUR COMMON STOCK.




We have
never paid dividends on our common stock and do not presently intend to pay any
dividends in the foreseeable future. We anticipate that any funds available for
payment of dividends will be re-invested into the Company to further its
business strategy.




12.              THE
COMPANY MAY BE SUBJECT TO CERTAIN TAX CONSEQUENCES IN A BUSINESS COMBINATION,
WHICH MAY INCREASE OUR COST OF ACQUISITION.




We may
not be able to structure our acquisition to result in tax-free treatment for the
companies or their stockholders, which could deter third parties from entering
into certain business combinations with us or result in being taxed on
consideration received in a transaction. Currently, a transaction may be
structured so as to result in tax-free treatment to both companies, as
prescribed by 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 entity; however, we cannot guarantee that
the 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 that may have an adverse
effect on both parties to the transaction.





13.              OUR
BUSINESS WILL HAVE NO REVENUES UNLESS AND UNTIL WE MERGE WITH OR ACQUIRE AN
OPERATING BUSINESS.




We are a
development stage company and have had no revenues from operations. We may not
realize any revenues unless and until we successfully merge with or acquire an
operating business.





14.              THE
COMPANY MAY ISSUE MORE SHARES IN A MERGER OR ACQUISITION, WHICH WILL RESULT IN
SUBSTANTIAL DILUTION.




Our Amended
and Restated Articles of Incorporation authorize the issuance of a maximum of
100,000,000 shares of common stock and a maximum of 5,000,000 shares of
preferred stock. Any merger or acquisition effected by us may result in the
issuance of additional securities without stockholder approval and may result in
substantial dilution in the percentage of our common stock held by our then
existing stockholders. Moreover, the common stock issued in any such merger or
acquisition transaction may be valued on an arbitrary or non-arm's-length basis
by our management, resulting in an additional reduction in the percentage of
common stock held by our then existing stockholders. Our board of directors has
the power to issue any or all of such authorized but unissued shares without
stockholder approval. To the extent that additional shares of common stock or
preferred stock are issued in connection with a business combination or
otherwise, dilution to the interests of our stockholders will occur and the
rights of the holders of common stock might be materially and adversely
affected.


-17-
 Table of Contents






15.              THE
COMPANY HAS NOT CONDUCTED MARKET RESEARCH OR IDENTIFICATION OF BUSINESS
OPPORTUNITIES, WHICH MAY AFFECT OUR ABILITY TO IDENTIFY A BUSINESS TO MERGE WITH
OR ACQUIRE.




We have
neither conducted nor have others made available to us results of market
research concerning prospective business opportunities. Therefore, we have no
assurances that market demand exists for a merger or acquisition as contemplated
by us. Our management has not identified any specific business combination or
other transaction for formal evaluation by us, such that it may be expected that
any such target business or transaction will present such a level of risk that
conventional private or public offerings of securities or conventional bank
financing will not be available. There is no assurance that we will be able to
acquire a business opportunity on terms favorable to us. Decisions as to which
business opportunity to participate in will be unilaterally made by our
management, which may act without the consent, vote or approval of our
stockholders.





16.              BECAUSE
WE MAY SEEK TO COMPLETE A BUSINESS COMBINATION THROUGH A "REVERSE MERGER",
FOLLOWING SUCH A TRANSACTION WE MAY NOT BE ABLE TO ATTRACT THE ATTENTION OF
MAJOR BROKERAGE FIRMS.




Additional
risks may exist since we will assist a privately held business to become public
through a "reverse merger." Securities analysts of major brokerage firms may not
provide coverage of us since there is no incentive to brokerage firms to
recommend the purchase of our common stock. No assurance can be given that
brokerage firms will want to conduct any secondary offerings on behalf of our
post-merger company in the future.




17.              WE
CANNOT ASSURE YOU THAT FOLLOWING A BUSINESS COMBINATION WITH AN OPERATING
BUSINESS, OUR COMMON STOCK WILL BE LISTED ON NASDAQ OR ANY OTHER SECURITIES
EXCHANGE.




Following
a business combination, we may seek the listing of our common stock on NASDAQ or
another securities exchange. However, we cannot assure you that following such a
transaction, we will be able to meet the initial listing standards of either of
those or any other stock exchange, or that we will be able to maintain a listing
of our common stock on either of those or any other stock exchange. After
completing a business combination, until our common stock is listed on the
NASDAQ or another stock exchange, we may seek to become eligible to trade
on the OTC Bulletin Board, another over-the-counter quotation system, or on the
"pink sheets," where our stockholders may find it more difficult to dispose of
shares or obtain accurate quotations as to the market value of our common stock.
In addition, we would be subject to an SEC rule that, if it failed to meet the
criteria set forth in such rule, imposes various practice requirements on
broker-dealers who sell securities governed by the rule to persons other than
established customers and accredited investors. Consequently, such rule may
deter broker-dealers from recommending or selling our common stock, which may
further affect its liquidity. This would also make it more difficult for us to
raise additional capital following a business combination.


-18-
 Table of Contents





18.              WE
ARE AUTHORIZED TO ISSUE PREFERRED STOCK.




Our
Amended and Restated Articles of Incorporation authorize the issuance of up to
5,000,000 shares of preferred stock with designations, rights and preferences
determined from time to time by the board of directors. Accordingly, our board
of directors is empowered, without stockholder approval, to issue preferred
stock with dividend, liquidation, conversion, voting, or other rights which
could adversely affect the voting power or other rights of the holders of the
common stock. In the event of issuance, the preferred stock could be utilized,
under certain circumstances, as a method of discouraging, delaying or preventing
a change in control of our company. Although we have no present intention to
issue any shares of authorized preferred stock, there can be no assurance that
we will not do so in the future.






19.            
DIRECTOR CONFLICTS OF INTEREST




Our sole
officer and director is not required to commit her full time to our affairs and,
accordingly, such person may have a conflict of interest in allocating
management time among various business activities. Our sole officer and director
engages in other business activities similar and dissimilar to those we are
engaged in without any limitations or restrictions applicable to such activities
(see, for example Item 9, "Directors and Executive Officers, Promoters, Control
Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange
Act", for a description of our officer and director's other business
affiliations). To the extent that our officer and director engages in such other
activities, she will have possible conflicts of interest in diverting
opportunities to other companies, entities or persons with which she is or may
be associated or have an interest, rather than diverting such opportunities to
us. As no policy has been established for the resolution of such a conflict, we
could be adversely affected should our sole officer and director choose to place
her other business interests before ours. No assurance can be given that such
potential conflicts of interest will not cause us to lose potential
opportunities. Our sole officer and director may become aware of investment and
business opportunities which may be appropriate for presentation to us as well
as the other entities with which they are affiliated. Our sole officer and
director may have conflicts of interest in determining which entity a particular
business opportunity should be presented. Accordingly, as a result of multiple
business affiliations, our sole officer and director may have similar legal
obligations relating to presenting certain business opportunities to multiple
entities. In addition, conflicts of interest may arise in connection with
evaluations of a particular business opportunity by the board of directors with
respect to the foregoing criteria. There can be no assurances that any of the
foregoing conflicts will be resolved in our favor. We may also consider business
combinations with entities owned or controlled by persons other than those
persons described above. There can be no assurances that any of the foregoing
conflicts will be resolved in our favor.





Our sole
officer and director may actively negotiate for or otherwise consent to the
disposition of all or any portion of her shares of common stock, as a condition
to, or in connection, with a business combination. Therefore, it is possible
that the terms of any business combination will provide for the sale of all or a
portion of the shares of common stock held by such shareholder. In the event
that such a sale occurs, the Company's sole officer and director intends to
approve the business combination pursuant to Section 607.0902(2)(d)(7) of the
Florida Business Corporation Act, which will have the effect of removing the
transaction from the purview of the control-share acquisition statute
promulgated under Section 607.0902 of the Florida Business Corporation Act.
Thus, it is likely that no other shareholders, if any, will be afforded the
right to sell shares of common stock in connection with a business combination
pursuant to the same terms that our sole officer and director will be provided.
Also, such other shareholders, if any, will not be afforded an opportunity to
approve or consent to the purchase of all or any portion of the shares of common
stock being sold by our sole officer and director. See Item 1, "Description of
Business - `Business of Issuer'".


-19-
 Table of Contents


ITEM 7. FINANCIAL STATEMENTS


Biscayne
Acquisition Group, Inc.
 (A
Development Stage Company)
 Financial
Statements
 December
31, 2007
 
 -20-
 Table of Contents
 
 CONTENTS
 Page(s)Report of Independent Registered Public Accounting
      Firm
                22Financial
      Statements:Balance Sheets - As of December 31, 2007 and
      2006
                23Statements of Operations –For
      the year ended December 31, 2007, the period from December 22, 2006
      (inception) to December 31, 2006 and for the period from December 22,
      2006 (inception) to December 31,
      2007
                24Statements of Changes in Stockholders’ Equity
    –For
      the year ended December 31, 2007, the period from December 22, 2006
      (inception) to December 31, 2006 and for the period from December 22, 2006
      (inception) to December 31,
    2007
                25Statements of Cash Flows –For
      the year ended December 31, 2007, the period from December 22, 2006
      (inception) to December 31, 2006 and for the period from December 22, 2006
      (inception) to December 31,
    2007
                26Notes to Financial Statements
                27
   -21-
 Table of Contents
 REPORT
OF INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRM
 
 To the
Board of Directors and Stockholders of:
 Biscayne
Acquisition Group, Inc.
 
 We have
audited the accompanying balance sheets of Biscayne Acquisition Group, Inc. (a
development stage company) as of December 31, 2007 and 2006, and the related
statements of operations, changes in stockholders’ equity and cash flows for the
year ended December 31, 2007, the period from December 22, 2006 (inception) to
December 31, 2006 and for the period from December 22, 2006 (inception) to
December 31, 2007.  These financial statements are the responsibility
of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Biscayne Acquisition Group, Inc. as
of December 31, 2007 and 2006, and the results of its operations and its cash
flows for the year ended December 31, 2007, the period from December 22, 2006
(inception) to December 31, 2006 and for the period from December 22, 2006
(inception) to December 31, 2007, in conformity with accounting principles
generally accepted in the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 2 to the
financial statements, the Company has a net loss of $20,019, net cash used in
operations of $12,372 for the year ended December 31, 2007, and a deficit
accumulated during the development stage of $20,089 at December 31, 2007. These
factors raise substantial doubt about the Company’s ability to continue as a
going concern.  Management’s plan in regards to these matters is also
described in Note 2.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
 /s/Berman
& Co., P.A.
 Berman & Co.,
P.A.
 Boca Raton Florida
 March 14,
2008
  -22-
 Table of Contents
 Biscayne
Acquisition Group, Inc.
 (A
      Development Stage Company)Balance
      SheetsDecember 31,2007
                    
                    
                    2006AssetsAssets:Cash
                    
                    $
                    2,545
                    
                    
                    $
                    2,000Total
      Assets
                    
                    $
                    2,545
                    
                    
                    $
                    2,000Stockholders’
      EquityStockholders’
      Equity:Preferred
      stock (no par value, 5,000,000 shares authorized,authorized,
      none issued and outstanding)
                    
                    $
                    -
                    
                    
                    $
                    -Common
      stock ($0.001 par value, 100,000,000 shares authorized,authorized,
      4,210,000 and 2,000,000 shares issued and outstanding)
                    
                    
                    4,210
                    
                    
                    
                    2,000Additional
      paid in capital
                    
                    
                    18,424
                    
                    
                    
                    70Deficit
      accumulated during development stage
                    
                    
                    (20,089
                    )
                    
                    
                    (70
                    )Total
      Stockholders’ Equity
                    
                    $
                    2,545
                    
                    
                    $
                    2,000
  
 -23-
 Table of Contents
 Biscayne
      Acquisition Group, Inc.(A
      Development Stage Company)Statements of
      OperationsFor
      the period from
                    
                    
                    For
      the period fromFor
      the year ended
                    
                    
                    December
      22, 2006 (inception) to
                    
                    
                    December
      22, 2006 (inception) toDecember
      31, 2007
                    
                    
                    December
      31, 2006
                    
                    
                    December
      31, 2007Operating
      ExpensesGeneral
      and administrative
                    
                    $
                    20,019
                    
                    
                    $
                    70
                    
                    
                    $
                    20,089Total
      Operating Expenses
                    
                    
                    20,019
                    
                    
                    
                    70
                    
                    
                    
                    20,089Net
      Loss
                    
                    $
                    (20,019
                    )
                    
                    $
                    (70
                    )
                    
                    $
                    (20,089
                    )Net
      loss per share - basic and diluted
                    
                    $
                    (0.01
                    )
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.01
                    )Weighted
      average number of shares outstandingduring
      the period - basic and diluted
                    
                    
                    2,862,521
                    
                    
                    
                    2,000,000
                    
                    
                    
                    2,841,765
  -24-
 Table of Contents
 Biscayne
      Acquisition Group, Inc.(A
      Development Stage Company)Statements
      of Changes in Stockholders' EquityFor the year ended
      December 31, 2007, the period from December 22, 2006 (Inception) to
      December 31, 2006and for the period
      from December 22, 2006 (Inception) to December 31,
    2007DeficitAccumulated
      During
      Development
      StageTotal
      Stockholders'
      EquityCommon
      Stock, $.001 Par Value
                    
                    Additional
                      Paid
      in CapitalShares
                    
                    
                    AmountCommon
      stock issued to founder for cash ($0.001 per share)
                    
                    
                    2,000,000
                    
                    
                    $
                    2,000
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    2,000Contributed
      capital - related party
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    70
                    
                    
                    
                    -
                    
                    
                    
                    70Net
      loss for the period ended December 31, 2006
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (70
                    )
                    
                    
                    (70
                    )Balance
      December 31, 2006
                    
                    
                    2,000,000
                    
                    
                    
                    2,000
                    
                    
                    
                    70
                    
                    
                    
                    (70
                    )
                    
                    
                    2,000Common
      stock issued for cash - related party ($0.001 per share)
                    
                    
                    2,000,000
                    
                    
                    
                    2,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    2,000Common
      stock issued for cash ($0.001 per share)
                    
                    
                    210,000
                    
                    
                    
                    210
                    
                    
                    
                    5,040
                    
                    
                    
                    -
                    
                    
                    
                    5,250Contributed
      capital - related party
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    5,667
                    
                    
                    
                    -
                    
                    
                    
                    5,667Contributed
      services - related party
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    7,647
                    
                    
                    
                    -
                    
                    
                    
                    7,647Net
      loss for the period ended December 31, 2007
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (20,019
                    )
                    
                    
                    (20,019
                    )Balance
      December 31, 2007
                    
                    
                    4,210,000
                    
                    
                    $
                    4,210
                    
                    
                    $
                    18,424
                    
                    
                    $
                    (20,089
                    )
                    
                    $
                    2,545
 -25-
 Table of Contents
 Biscayne
      Acquisition Group, Inc.(A
      Development Stage Company)Statements of Cash
      FlowsFor
      the period from December
      22, 2006 (inception) to December
      31, 2006
                      
                      
                      For
      the period from December
      22, 2006 (inception) to December
      31, 2007For
      the year ended December
      31, 2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                      
                      $
                      (20,019
                      )
                      
                      $
                      (70
                      )
                      
                      $
                      (20,089
                      )Adjustments
      to reconcile net loss to net cash used inoperating
      activities:Contributed
      services - related party
                      
                      
                      7,647
                      
                      
                      
                      -
                      
                      
                      
                      7,647Net
      Cash Used in Operating Activities
                      
                      
                      (12,372
                      )
                      
                      
                      (70
                      )
                      
                      
                      (12,442
                      )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from issuance of common stock - related party
                      
                      
                      2,000
                      
                      
                      
                      2,000
                      
                      
                      
                      4,000Proceeds
      from issuance of common stock
                      
                      
                      5,250
                      
                      
                      
                      -
                      
                      
                      
                      5,250Contributed
      capital - related parties
                      
                      
                      5,667
                      
                      
                      
                      70
                      
                      
                      
                      5,737Net
      Cash Provided By Financing Activities
                      
                      
                      12,917
                      
                      
                      
                      2,070
                      
                      
                      
                      14,987Net
      Increase in Cash
                      
                      
                      545
                      
                      
                      
                      2,000
                      
                      
                      
                      2,545Cash
      - Beginning of Year/Period
                      
                      
                      2,000
                      
                      
                      
                      -
                      
                      
                      
                      -Cash
      - End of Year/Period
                      
                      $
                      2,545
                      
                      
                      $
                      2,000
                      
                      
                      $
                      2,545SUPPLEMENTARY CASH FLOW
      INFORMATION:Cash
      Paid During the Year/Period for:Income
      Taxes
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Interest
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
 -26-
 Table of Contents
 
 Biscayne
Acquisition Group, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 December 31,
2007
 Note 1 Nature of Operations
and Summary of Significant Accounting Policies
 
 Nature
of operations
 
 Biscayne
Acquisition Group, Inc. (the "Company"), was incorporated in Florida on December
22, 2006. The Company intends to serve as a vehicle to effect an asset
acquisition, merger, or business combination with a domestic or foreign
business.
 
 Development
stage
 
 The
Company's financial statements are presented as those of a development stage
enterprise. Activities during the development stage primarily include equity
based financing and development of the business plan.  At December 31,
2007, the Company had not yet commenced operations.
 
 Use
of estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America 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 revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
  A
significant estimate in 2007 and 2006 included a 100% valuation allowance for
deferred taxes due to the Company’s continuing and expected future
losses.
  Cash
 
 For
purposes of the statement of cash flows, the Company considers all highly liquid
instruments purchased with a maturity of three months or less and money market
accounts to be cash equivalents.  At December 31, 2007, the Company
had no cash equivalents.
 
 Net
loss per share
 
 Basic
loss per share is computed by dividing net loss by weighted average number of
shares of common stock outstanding during each period.  Diluted loss
per share is computed by dividing net loss by the weighted average number of
shares of common stock, common stock equivalents and potentially dilutive
securities outstanding during each period. At December 31, 2007, the Company
does not have any outstanding common stock equivalents; therefore, a separate
computation of diluted loss per share is not presented. -27-
 Table of Contents
 
 Stock-based
compensation
 
 All
share-based payments to employees will be recorded and expensed in the statement
of operations as applicable under SFAS No. 123R “Share-Based
Payment”.  The Company has not issued any stock based compensation
since inception.
  Income
taxes
 
 The
Company accounts for income taxes under the liability method in accordance with
Statement of Financial  Accounting  Standards No. 109,
"Accounting for Income Taxes" under this method,  deferred income tax
assets and liabilities are determined based on differences  between
the financial reporting and tax bases of assets
and  liabilities  and are measured using the enacted tax
rates and laws  that will be in effect  when
the  differences  are  expected  to
reverse.
 
 Recent
accounting pronouncements
 
 In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”,
which clarifies the principle that fair value should be based on the assumptions
that market participants would use when pricing an asset or
liability.  It also defines fair value and established a hierarchy
that prioritizes the information used to develop assumptions.  SFAS
No. 157 is effective for financial statements issued for fiscal years beginning
after November 15, 2007.  The Company does not expect SFAS No. 157 to
have a material impact on its financial position, results of operations or cash
flows.
 
 In
February 2007, the FASB issued SFAS 159, The Fair Value Option for Financial
Assets and Financial Liabilities, which permits entities to choose to measure
many financial instruments and certain other items at fair value. The unrealized
gains and losses on items for which the fair value option has been elected
should be reported in earnings.  The decision to elect the fair value
option is determined on an instrument-by-instrument basis, should be applied to
an entire instrument and is irrevocable.  Assets and liabilities
measured at fair values pursuant to the fair value option should be reported
separately in the balance sheet from those instruments measured using other
measurement attributes.  SFAS No. 159 is effective as of the
beginning of the Company’s 2008 fiscal year. The adoption of SFAS No. 159 is not
expected to have a material effect on its financial position, results of
operations or cash flows.
 
 In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of Accounting Research Bulletin
No 51” (SFAS 160). SFAS 160 establishes accounting and reporting standards for
ownership interests in subsidiaries held by parties other than the parent,
changes in a parent’s ownership of a noncontrolling interest, calculation and
disclosure of the consolidated net income attributable to the parent and the
noncontrolling interest, changes in a parent’s ownership interest while the
parent retains its controlling financial interest and fair value measurement of
any retained noncontrolling equity investment. SFAS 160 is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
and interim periods within those fiscal years. Early adoption is prohibited. The
adoption of SFAS No. 160 is not expected to have a material effect on its
financial position, results of operations or cash flows. -28-
 Table of Contents
 
 In
December 2007, the FASB issued SFAS 141R,Business Combinations (“SFAS
141R”), which replaces FASB SFAS 141,Business
Combinations.  This Statement retains the fundamental
requirements in SFAS 141 that the acquisition method of accounting be used for
all business combinations and for an acquirer to be identified for each business
combination. SFAS 141R defines the acquirer as the entity that obtains control
of one or more businesses in the business combination and establishes the
acquisition date as the date that the acquirer achieves control.  SFAS
141R will require an entity to record separately from the business combination
the direct costs, where previously these costs were included in the total
allocated cost of the acquisition.  SFAS 141R will require an entity
to recognize the assets acquired, liabilities assumed, and any non-controlling
interest in the acquired at the acquisition date, at their fair values as of
that date.  This compares to the cost allocation method previously
required by SFAS No. 141.  SFAS 141R will require an entity to
recognize as an asset or liability at fair value for certain contingencies,
either contractual or non-contractual, if certain criteria are
met.  Finally, SFAS 141R will require an entity to recognize
contingent consideration at the date of acquisition, based on the fair value at
that date.  This Statement will be effective for business combinations
completed on or after the first annual reporting period beginning on or after
December 15, 2008.  Early adoption of this standard is not permitted
and the standards are to be applied prospectively only.  Upon adoption
of this standard, there would be no impact to the Company’s results of
operations and financial condition for acquisitions previously
completed.  The adoption of SFAS No. 141R is not expected to have a
material effect on its financial position, results of operations or cash
flows.
 
 Other
accounting standards that have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date and
are not expected to have a material impact on the financial statements upon
adoption.
 
 Note 2 Going
Concern
 
 As
reflected in the accompanying financial statements, the Company has a net loss
of $20,019 and net cash used in operations of $12,372 for the year ended
December 31, 2007, and a deficit accumulated during the development stage of
$20,089 at December 31, 2007.  In addition, the Company is in the
development stage and has not yet generated any revenues. The ability of the
Company to continue as a going concern is dependent on Management's plans, which
include potential asset acquisitions, mergers or business combinations with
other entities. The accompanying financial statements have been prepared on a
going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.  These
financial statements do not include any adjustments relating to the recovery of
the recorded assets or the classification of the liabilities that might be
necessary should the Company be unable to continue as a going
concern.
  Note 3 Income
Taxes
  SFAS 109
requires the recognition of deferred tax assets and liabilities for both the
expected impact of differences between the financial statements and the tax
basis of assets and liabilities, and for the expected future tax benefit to be
derived from tax losses and tax credit carryforwards.  SFAS 109
additionally requires the establishment of a valuation allowance to reflect the
likelihood of realization of deferred tax assets. -29-
 Table of Contents
   The
Company has a net operating loss carryforward for tax purposes totaling $20,089
at December 31, 2007 expiring through the year 2027.  Internal Revenue
Code Section 382 places a limitation on the amount of taxable income that can be
offset by carryforwards after a change in control (generally greater than a 50%
change in ownership).  Temporary differences, which give rise to a net
deferred tax asset, are as follows:
  Significant
deferred tax assets at December 31, 2007 and 2006 are as follows:
 
 2007
                    
                    
                    2006Gross
      deferred tax assets:Net
      operating loss carryforwards
                    
                    $
                    (7,361
                    )
                    
                    $
                    (26
                    )Total
      deferred tax assets
                    
                    
                    (7,361
                    )
                    
                    
                    (26
                    )Less:
      valuation allowance
                    
                    
                    7,361
                    
                    
                    
                    26Deferred
      tax asset – net
                    
                    
                    -
                    
                    
                    
                    -
 
 The
valuation allowance at December 31, 2006 was $26.  The net change in
valuation allowance during the year ended December 31, 2007 was an increase of
$7,335.  In assessing the realizability of deferred tax assets,
management considers whether it is more likely than not that some portion or all
of the deferred income tax assets will be realized.  The ultimate
realization of deferred income tax assets is dependent upon the generation of
future taxable income during the periods in which those temporary differences
become deductible.  Management considers the scheduled reversal of
deferred income tax liabilities, projected future taxable income, and tax
planning strategies in making this assessment. Based on consideration of these
items, management has determined that enough uncertainty exists relative to the
realization of the deferred income tax asset balances to warrant the application
of a full valuation allowance as of December 31, 2007.
 
 The
actual tax benefit differs from the expected tax benefit for the years ended
December 31, 2007 and 2006 (computed by applying the U.S. Federal Corporate tax
rate of 34% to income before taxes and 4% for state income taxes, a blended rate
of 36.64%) as follows:
 
 2007
                    
                    
                    2006Expected
      tax expense (benefit) – Federal
                    
                    $
                    (6,534
                    )
                    
                    $
                    (23
                    )Expected
      tax expense (benefit) - State
                    
                    
                    ( 801
                    )
                    
                    
                    ( 3
                    )Total
      deferred tax assets
                    
                    
                    (7,335
                    )
                    
                    
                    (26
                    )Change
      in valuation allowance
                    
                    
                    7,335
                    
                    
                    
                    26Actual
      tax expense (benefit)
                    
                    $
                    -
                    
                    
                    $
                    -
 -30-
 Table of Contents
  Note 4 Stockholders’
Equity
 
 (A) Common
Stock Issuance for Cash
 
 (1)
Year ended December 31, 2006
 
 On
December 22, 2006, the Company issued 2,000,000 shares of common stock to its
founder for $2,000 ($0.001/share).
 
 (2)
Year ended December 31, 2007
 
 On July
31, 2007, the Company issued 2,000,000 shares of common stock, to a related
party for $2,000 ($0.001/share).
 
 On
November 19, 2007, the Company issued 210,000 shares of common stock for $5,250
($0.025/share).
 
 (B) Contributed
Capital and Services – Related Party
 
 (1) Year
ended December 31, 2006
 
 During
2006, a related party of the Company’s President paid $70 for certain general
and administrative expenses on behalf of the Company.
 
 (2) Year
ended December 31, 2007
 
 During
2007, a related party of the Company’s President paid $4,667 for general and
administrative expenses on behalf of the Company.
 
 During
2007, the Company received $1,000 from related party stockholders to fund future
expenses of the Company.
 
 During
2007, a related party of the Company’s President contributed professional
services to the Company aggregating $7,647. The value of these services was
based upon the fair value of the services provided.
 
 Note 5 Subsequent
Event
 
 In
January 2008, the Company issued an aggregate 50,000 shares of common stock for
$1,250 ($0.025/share).
 -31-
 Table of Contents
  ITEM 8. CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
 
 There are
not and have not been any disagreements between the Company and its accountants
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.


ITEM 8A. CONTROLS AND
PROCEDURES
  The
Company's disclosure controls and procedures are designed to ensure that
information required to be disclosed in reports that it files or submits under
the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the SEC. Our sole officer and
director has reviewed the effectiveness of the Company's disclosure controls and
procedures and has concluded that the disclosure controls and procedures, as of
December 31, 2007, are effective in timely alerting her to material information
relating to the Company  that is required to be included in its periodic
filings with the SEC.
  In connection with its evaluation during the annual and
quarterly period ended December 31, 2007, the Company has made no changes in the
Company's internal controls over financial reporting that has materially
affected or is reasonably likely to materially affect the Company's internal
controls over financial reporting.
  This annual report does not include a report of
management's assessment regarding internal control over financial reporting or
an attestation report of the company's registered public accounting firm due to
a transition period established by rules of the SEC for newly public
companies.
 ITEM 9. DIRECTORS AND
EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
 
 Directors and Executive
Officers
 
 Our
executive officers and directors and additional information concerning them are
as follows:
 
 Name
                Age
                PositionLuz
      M. Weigel
                43
                President,
      Secretary, Treasurer and Director
  Luz M. Weigel
  Luz M.
Weigel has been the Company's President, Secretary, Treasurer and Director since
December 22, 2006.   From 1996 to the present, Ms. Weigel has been an
officer and director of Sojourn Travel Consultants, Inc. in Miami, Florida,
which is her primary employment position.  Ms. Weigel is a director of
Capital Equity Finance, Inc., and Corporate Equity Investments, Inc., both
reporting companies, which are identical in structure to the Company and
occupy approximately the same amount of Ms. Weigel’s time as her duties to the
Company.  Ms. Weigel may seek to register additional shell companies in the
near future.  Ms. Weigel also continues to be professionally known by
her maiden name, Luz M. Chaoui.  Ms. Weigel has not been involved in
legal proceedings during the past five years that are material to an evaluation
of any director, executive officer, promoter or control person of the
Company.
 
 There are
no agreements or understandings for Ms. Weigel, our sole officer and director,
to resign at the request of another person or act on behalf of, or at the
discretion of, any other person. There are no agreements or understandings for
Ms. Weigel to devote her sole and exclusive efforts to the management of our
business. In fact, Ms. Weigel plans to maintain her current position as
president of Sojourn Travel Consultants, Inc., and cannot devote her sole and
exclusive efforts to the management of our business.  Until such time
as a business combination occurs, Ms. Weigel, our sole officer and director,
does not expect any change in our management. -32-
 Table of Contents
 
 Term of Office
  The term
of office of each director expires at our annual meeting of stockholders or
until their successors are duly elected and qualified.
  Significant
Employees
  We have
no significant employees other than our officer and director, Ms.
Weigel.
  Family Members
  There are
no family relationships between or among the directors, executive
officers or persons nominated or chosen by us to become directors or
executive officers.  There is a family relationship between our
director, the owners of Waterford Capital Group, Inc., and the Company’s outside
legal counsel, Russell C. Weigel, III, P.A.  See Item 12, “Certain
Relationships and Related Transactions, and Director Independence.”
   Audit Committee
  The board
of directors acts as the Audit Committee and the Board has no separate
committees. We have no qualified financial experts at this time because we have
not been able to hire a qualified
candidate.  Further, we believe that we have inadequate
financial resources at this time to hire such an expert. We intend to continue
to search for a qualified individual for hire.
 
 Promoters and Control
Persons
 
 The
following entity and individual are founders of the Company and current
shareholders:
 
 Charles J.
Scimeca.
 
 Charles J. Scimeca is a 47% owner of
the common stock of the Company.  He paid $2,000 for his founding
share subscription of 2,000,000 shares and has contributed an additional $1,000
in funds to the Company.  He is engaged in various businesses. He is a
licensed real estate and mortgage broker in Florida and is frequently engaged by
companies to provide investor relations and business consulting services. Mr.
Scimeca provides real estate and mortgage services under his individual name and
under Coast To Coast Realty Group, Inc., a Florida corporation. Mr. Scimeca is
the president and one-third shareholder of Coast To Coast Equity Group, Inc., a
Florida corporation. Through Coast To Coast Equity Group, Inc., Mr. Scimeca
provides business consulting services.  Mr. Scimeca has been an
investor in a shell corporation called Quetzal Capital 1, Inc., which later
merged with a private operating company for whom Mr. Scimeca continues to
provide business consulting services.  Mr. Scimeca is also an investor
in another shell corporation,  Corporate Equity Investments, Inc., which
has not engaged in a merger or reverse acquisition. Mr. Scimeca has
not been involved in legal proceedings during the past five years that are
material to an evaluation of any promoter or control person of the Company. -33-
 Table of Contents
 
 Waterford Capital Group,
Inc.
 
 Waterford
Capital Group, Inc., a Florida corporation, is the beneficial owner of 47% of
the issued and outstanding shares of the Company.  Luz M. Weigel is
the sole officer and director of Waterford Capital Group, Inc.  Luz M.
Weigel and her husband Russell C. Weigel, III, are the 100% owners of Waterford
Capital Group, Inc. as tenants by the entirety.  Waterford Capital
Group, Inc. was formed as a personal holding company for
investments. Waterford Capital Group, Inc. is a shareholder in several
shell companies, including Corporate Equity Investments, Inc. and Capital Equity
Finance, Inc., and is likely to invest in additional shell companies in the
future. Waterford Capital Group, Inc. paid $2,000 for its founding share
subscription. During 2007 and 2006, Waterford Capital Group contributed capital
of $5,667 and $70, respectively.  Also, in 2007, Russell C. Weigel,
III, P.A., a related party of the Company’s President, contributed professional
services to the Company on behalf of the Company in the amount of $7,648. There
were no related contributed services in 2006.  The value of services
was based upon the fair value of the services provided. Neither Waterford
Capital Group, Inc., nor its shareholders, have been involved in legal
proceedings during the past five years that are material to an evaluation of any
promoter or control person of the Company.
 
 Compliance with Section 16(a) of the
Exchange Act
  We are not aware of any person required to file reports
required by Section 16(a) of the Exchange Act who has not done so on a timely
basis.  Further, we are aware that no Forms 5 are required to be filed by
persons required to file reports pursuant to Section 16(a) of the Exchange
Act.
  Code of Ethics
  We do not currently have a code of ethics applicable to
our principal executive and financial officers. We do not believe that we will
need a code of ethics at the present time because we are not an operating
company, but we believe that having a code of ethics will be important for the
Company after it conducts a business combination.
  Corporate
Governance
  We have not held any board or committee meetings because
we have only one (1) director. We do not have any committees for the same
reason. We are not seeking to expand the board of directors because we do not
believe that having additional directors or committees will facilitate the
execution of our singular business purpose.  We do not have an audit
committee financial expert as that term is defined in Regulation SB, Item 407
(d)(5). We do not have a formal process for shareholders to send communication
to the board because our shareholders and our director have ready access to each
other.
  ITEM 10. EXECUTIVE
COMPENSATION
 Our officer
and director does not receive any compensation for her services rendered to us,
has not received such compensation in the past, and is not accruing any
compensation pursuant to any agreement with us. No remuneration of any nature
has been paid for or on account of services rendered by a director in such
capacity. Our sole officer and director intends to devote no more than a few
hours a week to our affairs.
  The
officer and director will not receive a finder's fee or other compensation,
either directly or indirectly, as a result of her efforts to implement our
business plan outlined herein.
 
 It is
possible that, after we successfully consummate a business combination with an
unaffiliated entity, that entity may desire to employ or retain one or a number
of members of our management for the purposes of providing services to the
surviving entity. However, we have adopted a policy whereby the offer of any
post-transaction employment to members of management will not be a consideration
in our decision whether to undertake any proposed transaction.
 
 No
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs have been adopted by us for the benefit of our employees. -34-
 
 Table of Contents
  ITEM 11. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS




Beneficial Ownership of Securities





The
following table sets forth, as of the date of this filing, the number of shares
of common stock owned of record and beneficially by executive officers,
directors and persons who hold 5% or more of the outstanding common stock of our
company. There are no arrangements which may result in a change of control of
the company.





Title
      of Class
            Name and
      Address
            Amount and Nature of Beneficial
      Ownership (3)
            Percentage of
      ClassCommon
            Luz
      M. Weigel(1)
      (2)
              5775
      Blue Lagoon Drive
              Suite
      100
              Miami,
      Florida 33126
            2,000,000
            47%All Officers and Directors as a
      Group
            2,000,000
            47%5%
      ShareholdersCommon
            Charles
      J. Scimeca
              9040
      Town Center Parkway
              Bradenton,
      Florida 34202
            2,000,000
            47%





(1)
            Ms.
      Weigel is the President, Secretary, Treasurer and sole director of the
      Company.





(2)
            Ms.
      Weigel’s beneficial interest is held by Waterford Capital Group, Inc., a
      company in which she and her husband Russell C. Weigel, III, are the
      owners as tenants by the entirety.


(3)
              No
      beneficial owner has the right to acquire within sixty (60) days
      additional shares of common stock from options, warrants, rights,
      conversion privilege or similar
obligations.
  -35-
 Table of Contents




ITEM 12. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE




Luz M.
Weigel, the Company’s sole officer and director, and her husband Russell C.
Weigel, III, are the shareholders of Waterford Capital Group, Inc., as tenants
by the entirety.  Waterford Capital Group, Inc. is a 47% shareholder
of the Company.





Russell
C. Weigel, III is also the president of Russell C. Weigel, III, P.A, a law
firm.  Russell C. Weigel, III, P.A. is both counsel to the Company and
participated in the formation of the Company on behalf of its
founders.  The services of Russell C. Weigel, III, P.A. are not billed
to the Company, but the value of the services provided is recorded on the
Company’s books and records as contributions by Waterford Capital Group, Inc.,
which is obligated to pay for such services.  Russell C. Weigel, III, P.A.,
allows the Company to be operated from its offices without charge.


Neither
our sole officer and director nor any promoter or affiliate have, or proposes to
have, any direct or indirect material interest in any asset proposed to be
acquired through security holdings, contracts, options, or
otherwise.





It is not
currently anticipated that any salary, consulting fee, or finder's fee shall be
paid to our sole officer and director, or to any other affiliate, if any. See
Item 10, "Executive Compensation".





Our sole
officer and director, who is also deemed to beneficially own all of the shares
of common stock held by Waterford Capital Group, Inc., may actively negotiate
for or otherwise consent to the disposition of any portion of the outstanding
shares of common stock, as a condition to or in connection with a business
combination. Therefore, it is possible that the terms of any business
combination will provide for the sale of some or all of the shares of common
stock held by the director and/or by one or more of the other shareholders.
However, it is possible that other shareholders, if any, of the Company will not
be afforded the right to sell all or a portion of their shares of common stock
in connection with a business combination pursuant to the same terms pertaining
to our director’s, and/or other shareholder’s, beneficially owned shares. Also,
such other shareholders, if any, may not be afforded an opportunity to approve
or consent to the sale of the director’s or other shareholder’s shares of common
stock in connection with a business combination. See also, Item 1, "Description
of Business", and Item 6, “Management’s Discussion and Analysis or Plan of
Operation – Risk Factors.” It is more likely than not that any sale of
securities by our founding shareholders to an acquisition candidate would be at
a price substantially higher than that originally paid by such founders. Any
payment to such founding shareholder in the context of an acquisition involving
us would be determined entirely by largely unforeseeable terms of a future
agreement with an unidentified business entity. See, e.g., Item 1, "Description
of Business".


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Director
Independence




We do not have any independent directors.






Transactions with
Promoters





A
description of the Company’s founding shareholders and their contributions to
the Company are set forth above in Item 9, “Directors, Executive Officers,
Promoters, Control Persons and Corporate Governance; Compliance with Section
16(a) of the Exchange Act.”




ITEM 13.
EXHIBITS




ExhibitNumber
              Description31.1
              Certification of the Company’s Principal Executive
      Officer and Principal Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
              Certification of the Company’s Principal Executive
      Officer and Principal Financial Officer pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002




ITEM 14. PRINCIPAL
ACCOUNTANT FEES AND SERVICES
  Audit Fees
  We
have paid Berman & Co., P.A. $6,000 for auditing our financial
statements for the years ended December 31, 2006 and 2007. We paid Berman &
Co., P.A. $3,000 for the reviews of our Form 10-QSB for June 30, 2007 and
September 30, 2007.
  Audit
Related Fees
  None
  Tax
Fees
  None
  All Other
Fees
  None
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SIGNATURES





In
accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.




Biscayne
      Acquisition Group, Inc.Date: March
      26, 2008
            By:
            /s/ Luz
      M. WeigelLuz
      M. WeigelPresident,
      Secretary and Treasurer
              (Principal Executive
      Officer, Principal Financial Officer,and
      Principal Accounting Officer)






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