UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549










(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,
2008





OR





o TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.




BISCAYNE
ACQUISITION GROUP, INC.


(Exact
name of registrant as specified in its charter)





Florida
                    
                    20-8090928(State
      or other jurisdiction of
                    
                    (IRS
      Employerincorporation
      of organization)
                    
                    Identification
      No.)
  5775
      Blue Lagoon Drive, Suite 100, Miami, FL
                      
                      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





Title of each
    class
              Name
      of each exchangeon
      which registered





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





Common Stock, Par Value $.001 Per
Share


(Title of
class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. o Yes o No





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. o Yes o No





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. x
Yes o
No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
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-K
or any amendment to this Form 10-K. x





Indicate
by checkmark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company.





Large accelerated filer 
      o
            Accelerated
      filer oNon-accelerated filer  o
            Smaller
      reporting company x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). x Yes o No





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 20, 2009 was $6,500.





The
number of shares outstanding of the issuer’s common stock as of latest
practicable date was 4,260,000 shares.


-1-








PART
I





ITEM
1.  BUSINESS.





General
Development of Business





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-K 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.





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.


-2-




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.





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.


-3-





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.





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.


-4-




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.





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 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operations."





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.  We have engaged the services of a professional
firm and an individual that specialize in finding business acquisitions and will
pay a finder's fee or other compensation in the event of a successful
transaction.  We have been casual with our outside consultant or
advisor retention efforts and have not developed formal policies regarding the
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 may not be resold under Rule 144 unless
and until the Company has acquired an operating business and has met the holding
period requirements of Rule 144 or has registered these shares for
resale.


-5-





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.





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.


-6-





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
1A.  RISK FACTORS.





Not
Applicable.





ITEM
1B.  UNRESOLVED STAFF COMMENTS.





Not
Applicable.





ITEM
2.  DESCRIPTION OF PROPERTY.




The
registered office and sole location of the Company is 5775 Blue Lagoon Drive,
Suite 100, Miami, Florida 33126.  This location is the same address
where our legal counsel and our director maintain their offices.  This
office 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.




None.


-7-




PART
II





ITEM
5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND 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 thirty-two (32) shareholders of our common
stock holding a total of 4,260,000 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 not be resold under Rule 144 unless and
until the Company has acquired an operating business and has met the holding
period requirements of Rule 144 or has registered these shares for
resale.




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.




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.


-8-




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 issued 210,000 shares in November, 2007 for $5,250 in cash to 21
accredited and sophisticated investors.  In February 2008, we issued
50,000 shares of common stock to five accredited investors for $1,250. 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.





On or
about April 1, 2008, Waterford Capital Group, Inc. gifted 200,000 shares to one
other entity but retained voting control of the shares until the Company makes a
business acquisition.  On April 1, 2008, Waterford Capital Group, Inc.
also gifted 300,000 shares to the family of Ms. Weigel, but Waterford Capital
Group, Inc. retained beneficial ownership of these shares until they are sold or
until the respective owners reach the age of majority.





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.





ITEM
6.  SELECTED FINANCIAL DATA.





Not
Applicable.





ITEM
7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.





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.


-9-




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.




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.





Liquidity
and Capital Resources





As of
December 31, 2008, the Company had cash of $1,560. The Company’s current
liabilities as of December 31, 2008 totaled $1,500. The Company can provide no
assurance that it can continue to satisfy its cash requirements for at least the
next twelve months.




-10-


The
following is a summary of the Company's cash flows provided by (used in)
operating, investing, and financing activities:




Cumulative Period From
      December
      22, 2006 (Inception) to
      December
      31, 2008Year Ended
      December
      31, 2008
                                    
                                    Year Ended
      December
      31, 2007Net
      cash used in operating activities
                                    
                                    $
                                    (14,245
                                    )
                                    
                                    $
                                    (12,372
                                    )
                                    
                                    $
                                    (26,687
                                    )Net
      cash used in investing activities
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0Net
      cash provided by financing activities
                                    
                                    
                                    13,260
                                    
                                    
                                    
                                    12,917
                                    
                                    
                                    
                                    28,247Net
      effect on cash
                                    
                                    $
                                    (985
                                    )
                                    
                                    $
                                    (545
                                    )
                                    
                                    $
                                    1,560





The
Company has nominal assets and has generated no revenues since
inception.  The Company is also dependent upon the receipt of capital
investment or other financing to fund its ongoing operations and to execute its
business plan of seeking a combination with a private operating
company.  Recurring expenses, which include accounting, auditing
legal, and administrative expenses, have averaged $1,683 per month since
December 22, 2006, and are expected to continue for until such time as we
execute our business plan to acquire or merge with a private operating
company.  In addition, the Company is dependent upon its largest
shareholders and from new investors to provide continued funding and capital
resources.  If continued funding and capital resources are unavailable
at reasonable terms, the Company may not be able to implement its plan of
operations.





Results
of Operations





The
Company has not conducted any active operations since inception, except for its
efforts to locate suitable acquisition candidates.  No revenue has been
generated by the Company from December 22, 2006 (Inception) to December 31,
2008.  It is unlikely the Company will have any revenues unless it is
able to effect an acquisition, or merger with an operating company, of which
there can be no assurance.  It is management's assertion that these
circumstances may hinder the Company's ability to continue as a going
concern.  The Company’s plan of operation for the next twelve months shall
be to continue its efforts to locate suitable acquisition
candidates.





For the
year ending December 31, 2008, the Company had a net loss of approximately
$20,304, consisting of legal, accounting, audit and other professional service
fees incurred in relation to the filing on March 26, 2008 of the Company’s
annual report on Form 10-KSB for the fiscal year ended December 31, 2007 and the
filing of the Company’s quarterly reports.  This compares with a net
loss of approximately $20,019 for the year ending December 31, 2007 comprised
mostly of legal, accounting, audit and other professional service fees incurred
in relation to the filing of the Company’s registration statement on Form
10-SB12G filed in August 2007 and its one amendment.





For the
period from December 22, 2006 (Inception) to December 31, 2008, the Company had
a net loss of $40,393, comprised mostly of legal, accounting, audit and other
professional service fees incurred in relation to the filing of the Company’s
registration statement on Form 10-SB12G in August 2007 and its one
amendment, the filing of the Company’s annual report on Form 10-KSB, and the
filing of quarterly reports.




Off-Balance
Sheet Arrangements





The
Company does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Company’s financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.


-11-





Contractual
Obligations





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.





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.




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.


-12-





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, "Business - `Business of Issuer'" and Item
13, "Certain Relationships and Related Transactions, and Director
Independence."





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.


-13-




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.





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.


-14-





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.





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.


-15-





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.




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.


-16-





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 10, "Directors, Executive Officers and
Corporate Governance", 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'."





ITEM
7A.  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.





Not
Applicable.


-17-





ITEM
8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.





Biscayne
Acquisition Group, Inc.


(A
Development Stage Company)


Financial
Statements


December
31, 2008





CONTENTS


Page(s)Report
      of Independent Registered Public Accounting Firm
                    19Financial
      Statements:Balance
      Sheets - As of December 31, 2008 and 2007
                    20Statements
      of Operations –For
      the years ended December 31, 2008 and 2007 and the period from December
      22, 2006 (inception) to December 31,
      2008
                    21Statements
      of Changes in Stockholders’ Equity –For
      the years ended December 31, 2008 and 2007 and the period from December
      22, 2006 (inception) to December 31,
      2008
                    22Statements
      of Cash Flows –For
      the years ended December 31, 2008 and 2007 and the period from December
      22, 2006 (inception) to December 31, 2008
                    23Notes
      to Financial Statements
                    24





-18-




REPORT OF
INDEPENDENT REGISTERED PUBLIC 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, 2008 and 2007, and the related
statements of operations, changes in stockholders' equity and cash flows for the
years then ended, and for the period from December 22, 2006 (inception) to
December 31, 2008. 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 freeof 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 audits 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, 2008 and 2007,
and the resultsof its operations and its cash flows for the years then
ended, and for the period from December 22, 2006 (inception) to December 31,
2008, 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 $20,304 and net cash used in
operations of $14,245 for the year ended December 31, 2008; and a deficit
accumulated during the development stage, of $40,393 at December 31, 2009. 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.
  
 Berman
& Company, P.A.
 Boca
Raton, Florida
 March 19,
2009
  551 NW
77thStreet.Suite 107 •BacaRaton, FL33487
 Phone:(561) 864-4444 •Fax:(561)
892-3715www.bermancpas.com 
- info@bermancpas.com Registered
with the PCAOB-Member AICPA Center for Audit Quality
 Member
American Institute of Certified Public Accountants Member
Florida Institute of Certified Public Accountants




-19-





Biscayne
      Acquisition Group, Inc.(A
      Development Stage Company)Balance
      Sheets
  December
      31,2008
              
              
              2007AssetsAssets:Cash
              
              $
              1,560
              
              
              $
              2,545Total
      Assets
              
              $
              1,560
              
              
              $
              2,545Liabilities and
      Stockholders' EquityCurrent
      Liabilities:Accounts
      payable
              
              $
              1,500
              
              
              $
              -Total
      Current Liabilities
              
              
              1,500
              
              
              
              -Stockholders’
      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,4,260,000
      and 4,210,000 shares issued and outstanding)
              
              
              4,260
              
              
              
              4,210Additional
      paid in capital
              
              
              36,193
              
              
              
              18,424Deficit
      accumulated during development stage
              
              
              (40,393
              )
              
              
              (20,089
              )Total
      Stockholders’ Equity
              
              
              60
              
              
              
              2,545Total
      Liabilities and Stockholders' Equity
              
              $
              1,560
              
              
              $
              2,545




See
accompanying notes to financial statements.


-20-




Biscayne
      Acquisition Group, Inc.(A
      Development Stage Company)Statements of
      Operations
  For
      the period fromFor
      the Year Ended December 31,
              
              
              December
      22, 2006 (inception) to2008
              
              
              2007
              
              
              December
      31, 2008Operating
      ExpensesGeneral
      and administrative
              
              $
              20,304
              
              
              $
              20,019
              
              
              $
              40,393Total
      operating expenses
              
              
              20,304
              
              
              
              20,019
              
              
              
              40,393Net
      loss
              
              $
              (20,304
              )
              
              $
              (20,019
              )
              
              $
              (40,393
              )Net
      loss per share - basic and diluted
              
              $
              (0.00
              )
              
              $
              (0.01
              )
              
              $
              (0.01
              )Weighted
      average number of shares outstandingduring
      the year/period - basic and diluted
              
              
              4,258,852
              
              
              
              2,862,521
              
              
              
              3,542,649


See
accompanying notes to financial statements.


-21-


Biscayne
      Acquisition Group, Inc.(A
      Development Stage Company)Statements
      of Changes in Stockholders' EquityFor
      the year ended December 31, 2008 and 2007 and the period from December 22,
      2006 (inception) to December 31,
  2008
  DeficitAccumulatedDuringCommon
      Stock, $.001 Par Value
                
                
                Additional
                
                
                DevelopmentShares
                
                
                Amount
                
                
                Paid
      in Capital
                
                
                Stage
                
                
                TotalCommon
      stock issued for cash - related party ($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 ($0.025 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
                )
                
                
                2,545Common
      stock issued for cash ($0.025 per share)
                
                
                50,000
                
                
                
                50
                
                
                
                1,200
                
                
                
                -
                
                
                
                1,250Contributed
      capital - related party
                
                
                -
                
                
                
                -
                
                
                
                12,010
                
                
                
                -
                
                
                
                12,010Contributed
      services - related party
                
                
                -
                
                
                
                -
                
                
                
                4,559
                
                
                
                -
                
                
                
                4,559Net
      loss for the period ended December 31, 2008
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (20,304
                )
                
                
                (20,304
                )Balance
      December 31, 2008
                
                
                4,260,000
                
                
                $
                4,260
                
                
                $
                36,193
                
                
                $
                (40,393
                )
                
                $
                60


See
accompanying notes to financial statements.


-22-





Biscayne
      Acquisition Group, Inc.(A
      Development Stage Company)Statements of Cash FlowsFor
      the period fromFor
      the Year Ended December 31,
                                                          
                                                          
                                                          December
      22, 2006 (inception) to2008
                                                          
                                                          
                                                          2007
                                                          
                                                          
                                                          December
      31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                                                          
                                                          $
                                                          (20,304
                                                          )
                                                          
                                                          $
                                                          (20,019
                                                          )
                                                          
                                                          $
                                                          (40,393
                                                          )Adjustments
      to reconcile net loss to net cash used inoperating
      activities:Contributed
      services - related party
                                                          
                                                          
                                                          4,559
                                                          
                                                          
                                                          
                                                          7,647
                                                          
                                                          
                                                          
                                                          12,206Changes
      in operation assets and liabilitiesIncrease
      in accounts payable
                                                          
                                                          
                                                          1,500
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          1,500Net
      Cash Used in Operating Activities
                                                          
                                                          
                                                          (14,245
                                                          )
                                                          
                                                          
                                                          (12,372
                                                          )
                                                          
                                                          
                                                          (26,687
                                                          )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from issuance of common stock - related party
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          2,000
                                                          
                                                          
                                                          
                                                          4,000Proceeds
      from issuance of common stock
                                                          
                                                          
                                                          1,250
                                                          
                                                          
                                                          
                                                          5,250
                                                          
                                                          
                                                          
                                                          6,500Contributed
      capital - related parties
                                                          
                                                          
                                                          12,010
                                                          
                                                          
                                                          
                                                          5,667
                                                          
                                                          
                                                          
                                                          17,747Net
      Cash Provided By Financing Activities
                                                          
                                                          
                                                          13,260
                                                          
                                                          
                                                          
                                                          12,917
                                                          
                                                          
                                                          
                                                          28,247Net
      increase (decrease) in cash
                                                          
                                                          
                                                          (985
                                                          )
                                                          
                                                          
                                                          545
                                                          
                                                          
                                                          
                                                          1,560Cash
      - beginning of year/period
                                                          
                                                          
                                                          2,545
                                                          
                                                          
                                                          
                                                          2,000
                                                          
                                                          
                                                          
                                                          -Cash
      - end of year/period
                                                          
                                                          $
                                                          1,560
                                                          
                                                          
                                                          $
                                                          2,545
                                                          
                                                          
                                                          $
                                                          1,560SUPPLEMENTARY CASH
      FLOW INFORMATION:Cash
      paid during the year/period for:Income
      Taxes
                                                          
                                                          $
                                                          -
                                                          
                                                          
                                                          $
                                                          -
                                                          
                                                          
                                                          $
                                                          -Interest
                                                          
                                                          $
                                                          -
                                                          
                                                          
                                                          $
                                                          -
                                                          
                                                          
                                                          $
                                                          -







See
accompanying notes to financial statements.


-23-








Biscayne
Acquisition Group, Inc.


(A
Development Stage Company)


Notes
to Financial Statements


December 31, 2008 and
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 related
party equity-based financing and development of the business plan.  At
December 31, 2008, 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 2008 and 2007 included a 100% valuation allowance for
deferred taxes due to the Company’s continuing and expected future
losses.
  Cash
 
 The
Company considers all highly liquid instruments purchased with a maturity of
three months or less to be cash equivalents.  There were no cash
equivalents at December 31, 2008 or December 31, 2007,
respectively.
 
 The
Company minimizes its credit risk associated with cash by periodically
evaluating the credit quality of its primary financial institution. The balance
at times may exceed federally insured limits. At December 31, 2008 and 2007,
there were no balances that exceeded these limits.
 
 Fair
Value of Financial Instruments
 
 The
carrying amounts of the Company’s short-term financial instruments, including
accounts payable, approximate fair value due to the relatively short period to
maturity for this instrument.
 -24-
 
 
 Biscayne
Acquisition Group, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 December 31, 2008 and
2007
 Earnings
per Share
 
 Basic
earnings (loss) per share is computed by dividing net income (loss) by weighted
average number of shares of common stock outstanding during each
period.  Diluted earnings (loss) per share is computed by dividing net
income/(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, 2008 and 2007, and since inception, the
Company had no common stock equivalents that could potentially dilute future
earnings (loss) per share; hence, a separate computation of diluted earnings
(loss) per share is not presented, as the Company reflects a net loss and the
effect of considering any common stock equivalents if outstanding would have
been anti-dilutive.
 
 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.
 
 Non-Employee
Stock-Based Compensation
 
 Stock-based
compensation awards issued to non-employees for services will be recorded at
either the fair value of the services rendered or the instruments issued in
exchange for such services, whichever is more readily determinable, using the
measurement date guidelines enumerated in Emerging Issues Task Force Issue EITF
No. 96-18, “Accounting for
Deficit Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services” (“EITF
96-18”).  The Company has not issued any stock based compensation to
third parties 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.
 
 The
Company adopted the provisions of FASB Interpretation No. 48; “Accounting for Uncertainty in
Income Taxes-An Interpretation of FASB Statement No. 109” (“FIN
48”).  FIN 48 contains a two-step approach to recognizing and
measuring uncertain tax positions. The first step is to evaluate the tax
position for recognition by determining if the weight of available evidence
indicates it is more likely than not, that the position will be sustained on
audit, including resolution of related appeals or litigation processes, if any.
The second step is to measure the tax benefit as the largest amount, which is
more than 50% likely of being realized upon ultimate settlement. The Company
considers many factors when evaluating and estimating the Company’s tax
positions and tax benefits, which may require periodic adjustments.
At December 31, 2008 and 2007, the Company did not record any liabilities
for uncertain tax positions.
 -25-
 
 
 Biscayne
Acquisition Group, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 December 31, 2008 and
2007
 Segment
Information
 
 The
Company follows Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information."  During 2008 and 2007, the
Company only operated in one segment; therefore, segment information has not
been presented.
 
 Recent
Accounting Pronouncements
 
 In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”
(“SFAS 157”), 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 adoption of SFAS No. 157 did not have a
material effect on the Company’s 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”(“SFAS 159”), 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
did not have a material effect on the Company’s 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 the Company’s financial position, results of operations or cash
flows.
 -26-
 
 
 Biscayne
Acquisition Group, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 December 31, 2008 and
2007
 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 the Company’s financial position, results of operations or
cash flows.
 
 In
January 2008, the SEC released SAB No. 110, which amends SAB No. 107 which
provided a simplified approach for estimating the expected term of a “plain
vanilla” option, which is required for application of the Black-Scholes option
pricing model (and other models) for valuing share options. At the time, the
Staff acknowledged that, for companies choosing not to rely on their own
historical option exercise data (i.e., because such data did not provide a
reasonable basis for estimating the term), information about exercise patterns
with respect to plain vanilla options granted by other companies might not be
available in the near term; accordingly, in SAB No. 107, the Staff permitted use
of a simplified approach for estimating the term of plain vanilla options
granted on or before December 31, 2007. The information concerning exercise
behavior that the Staff contemplated would be available by such date has not
materialized for many companies. Thus, in SAB No. 110, the Staff continues to
allow use of the simplified rule for estimating the expected term of plain
vanilla options until such time as the relevant data becomes widely available.
The Company does not expect its adoption of SAB No. 110 to have a material
impact on its financial position, results of operations or cash
flows.
 
 In March
2008, the FASB issued SFAS No. 161 “Disclosures about Derivative
Instruments and Hedging Activities—An Amendment of FASB Statement
No. 133.” (“SFAS161”).SFAS161 establishes the
disclosure requirements for derivative instruments and for hedging activities
with the intent to provide financial statement users with an enhanced
understanding of the entity’s use of derivative instruments, the accounting of
derivative instruments and related hedged items under Statement 133 and its
related interpretations, and the effects of these instruments on the entity’s
financial position, financial performance, and cash flows. This statement
is effective for financial statements issued for fiscal years beginning after
November 15, 2008. The Company does not expect its adoption of SFAS 161 to
have a material impact on its financial position, results of operations or cash
flows. -27-
 
 Biscayne
Acquisition Group, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 December 31, 2008 and
2007
 
 In April
2008, the FASB issued FASB Staff Position (“FSP”) SFAS No. 142-3, “Determination of the Useful Life of
Intangible Assets”. This FSP amends the factors that should be considered
in developing renewal or extension assumptions used to determine the useful life
of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible
Assets”(“SFAS 142”). The intent of this FSP is to improve the
consistency between the useful life of a recognized intangible asset under
SFAS 142 and the period of expected cash flows used to measure the fair
value of the asset under SFAS 141R, and other GAAP. This FSP 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 Company is currently evaluating the impact of SFAS FSP 142-3,
but does not expect the adoption of this pronouncement will have a material
impact on its financial position, results of operations or cash
flows.
 
 In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS 162”).  SFAS 162 identifies the
sources of accounting principles and the framework for selecting principles to
be used in the preparation of financial statements of nongovernmental entities
that are presented in conformity with generally accepted accounting principles
in the United States.  This statement is effective 60 days following the
SEC’s approval of the Public Company Accounting Oversight Board’s amendments to
AU section 411, The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles.  The Company is currently evaluating
the impact of SFAS 162, but does not expect the adoption of this pronouncement
will have a material impact on its financial position, results of operations or
cash flows.
 
 In May
2008, the FASB issued FSP Accounting Principles Board (“APB”) 14-1 “Accounting for Convertible Debt
instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement)” (“FSP APB
14-1”). FSP APB 14-1 requires the issuer of certain convertible debt
instruments that may be settled in cash (or other assets) on conversion to
separately account for the liability (debt) and equity (conversion option)
components of the instrument in a manner that reflects the issuer’s
non-convertible debt borrowing rate. FSP APB 14-1 is effective for fiscal years
beginning after December 15, 2008 on a retroactive basis. The Company does not
believe the adoption of FSP APB 14-1 will have a significant effect on its
financial position, results of operations or cash flows.
 
 In
October 2008, the FASB issued FSP FAS 157-3, “Determining the Fair Value of a
Financial Asset When the Market For That Asset Is Not Active” (“FSP FAS157-3”), with an immediate effective
date, including prior periods for which financial statements have not been
issued.FSPFAS157-3 amends FAS 157 to clarify the application of fair value in
inactive markets and allows for the use of management’s internal assumptions
about future cash flows with appropriately risk-adjusted discount rates when
relevant observable market data does not exist.  The objective of FAS 157
has not changed and continues to be the determination of the price that would be
received in an orderly transaction that is not a forced liquidation or
distressed sale at the measurement date.  The adoption ofFSPFAS157-3
is not expected to have a material effect on the Company’s financial position,
results of operations or cash flows. -28-
 
 Biscayne
Acquisition Group, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 December 31, 2008 and
2007
 
 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 $20,304 and net cash used in operations of $14,245 for the year ended
December 31, 2008; and a deficit accumulated during the development stage of
$40,393 at December 31, 2008.  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, further implementation of its
business plan and continuing to raise funds through debt or equity raises. 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.
  The
Company has a net operating loss carryforward for tax purposes totaling
approximately $36,000 at December 31, 2008 expiring through the year
2028.  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, 2008 and 2007 are approximately as
follows:
 
 2008
              
              
              2007Gross
      deferred tax assets:Net
      operating loss carryforwards
              
              $
              (13,000
              )
              
              $
              (7,000
              )Total
      deferred tax assets
              
              
              (13,000
              )
              
              
              (7,000
              )Less:
      valuation allowance
              
              
              13,000
              
              
              
              7,000Deferred
      tax asset – net
              
              
              -
              
              
              
              -
 -29-
 
 
 Biscayne
Acquisition Group, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 December 31, 2008 and
2007
 The
valuation allowance at December 31, 2007 was approximately
$7,000.  The net change in valuation allowance during the year ended
December 31, 2008 was an increase of approximately $6,000.  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, 2008.
 
 The
actual tax benefit differs from the expected tax benefit for the years ended
December 31, 2008 and 2007 (computed by applying the U.S. Federal Corporate tax
rate of 34% to income before taxes and 4% for Florida state income taxes, a
blended rate of 36.64%) as follows:
 
 2008
              
              
              2007Expected
      tax expense (benefit) – Federal
              
              $
              (6,600
              )
              
              $
              (6,500
              )Expected
      tax expense (benefit) - State
              
              
              (800
              )
              
              
              (800
              )Contributed
      services – related party
              
              
              1,700
              
              
              
              -Change
      in valuation allowance
              
              
              5,700
              
              
              
              7,300Actual
      tax expense (benefit)
              
              $
              -
              
              
              $
              -
 
 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). -30-
 
 
 Biscayne
Acquisition Group, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 December 31, 2008 and
2007
 
 (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).
 
 (3)
Year ended December 31, 2008
 
 In
January 2008, the Company issued 50,000 shares of common stock for $1,250
($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 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
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.  Under APB No. 29,
“Accounting for Nonmonetary
Transactions”,fair value of the services provided reflect a more readily
determinable fair value than the shares issued in recent cash transactions with
third parties.  The exchange of these non-monetary assets did not
result in a gain or loss.
 
 (3)
Year ended December 31, 2008
 
 During
2008, a related party of the Company’s President paid $1,610 for general and
administrative expenses on behalf of the Company. -31-
 
 Biscayne
Acquisition Group, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 December 31, 2008 and
2007
 
 During
2008, the Company received $10,400 from related party stockholders to fund
expenses of the Company.
 
 During
2008, a related party of the Company’s President contributed professional
services to the Company aggregating $4,559. The value of these services was
based upon the fair value of the services provided.  Under APB No. 29,
“Accounting for Nonmonetary
Transactions”,fair value of the services provided reflect a more readily
determinable fair value than the shares issued in recent cash transactions with
third parties.  The exchange of these non-monetary assets did not
result in a gain or loss.


-32-




ITEM
9.  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
9A.  CONTROLS AND PROCEDURES.


Evaluation
of Disclosure Controls and Procedures
  We have
carried out an evaluation, under the supervision and with the participation of
our management, including our Chief Executive Officer/Principal Financial
Officer, of the effectiveness of our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the “Exchange Act”)) as of December 31, 2008. Based on such
evaluation, we have concluded that, as of such date, our disclosure controls and
procedures were effective to ensure that information required to be disclosed by
us in our Exchange Act reports is recorded, processed, summarized and reported
within the time periods specified in applicable SEC rules and forms, and that
such information is accumulated and communicated to our management, including
our Chief Executive Officer/Principal Financial Officer, as appropriate, to
allow timely discussions regarding required disclosure.
  Management’s
Report on Internal Control over Financial Reporting
  Biscayne
Acquisition Group, Inc.’s management is responsible for establishing and
maintaining internal control over financial reporting for the Company. Biscayne
Acquisition Group, Inc.’s internal control system was designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. Internal control over financial
reporting of the Company includes those policies and procedures
that:
  (1)
pertain to the maintenance of records that in reasonable detail accurately and
fairy reflect the transactions of the company.
  (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorization of management and directors of
the Company; and
  (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Company’s assets that could
have a material effect on the Company’s financial statements.
  All
internal control systems, no matter how well designed, have inherent
limitations, including the possibility of human error or circumvention through
collusion of improper overriding of controls. Therefore, even those internal
control systems determined to be effective can provide only reasonable assurance
with respect to financial statement preparation. Further, because of changes in
conditions, the effectiveness of internal control may vary over
time.
  The
management of Biscayne Acquisition Group, Inc. assessed the effectiveness of the
Company’s internal control over financial reporting as of December 31, 2008. In
making its assessment of internal control over financial reporting, management
used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (COSD) in Internal-Control-Integrated
Frameworkand implemented a process to monitor and assess both the design
and operating effectiveness of the Company’s internal controls. Based on this
assessment, management believes that as of December 31, 2008, the Company’s
internal control over financial reporting was effective.
    Changes
in Internal Control Over Financial Reporting
  Management
of the Company has evaluated, with the participation of the Company’s Chief
Executive Officer/Chief Financial Officer, changes in the Company’s internal
controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange
Act) during the fourth quarter of 2008. In connection with such evaluation,
there have been no changes to the Company’s internal control over financial
reporting that occurred since the beginning of the Company’s fourth quarter of
2008 that have materially affected, or are reasonably likely to materially
affect the Company’s internal control over financial reporting.
  ITEM
9A(T).  CONTROLS AND PROCEDURES.





Not
Applicable.





ITEM
9B.  OTHER INFORMATION.





Not
Applicable.


-33-





PART
III





ITEM
10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.





Directors
and Executive Officers





Our
executive officers and directors and additional information concerning them are
as follows:





Name
                Age
                PositionLuz
      M. Weigel
                44
                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.





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 13, “Certain
Relationships and Related Transactions, and Director Independence.”


-34-




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.  During 2008 and 2007, he contributed an additional $4,000 and
$1,000, respectively.  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.





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 2008, 2007 and 2006, Waterford Capital Group contributed
capital of $12,160, $5,667 and $70, respectively.  Also, in 2008 and
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 $4,409 and $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.


-35-




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 SK, 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
11.  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.





ITEM
12.  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.


-36-





Title
      of Class
                Name
      and Address
                Amount
      and Nature of Beneficial Ownership (3)
                Percentage
      of ClassCommon
                Luz
      M. Weigel(1) (2)
      (4)
                  5775
      Blue Lagoon Drive
                  Suite
      100
                  Miami,
      Florida 33126
                2,000,000
                47%All
      Officers and Directors as a Group
                2,000,000
                47%Other
      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.




(4)
            Waterford
      Capital Group, Inc. has gifted a total of 200,000 shares, which represents
      4.7% of the issued and outstanding shares of the Company shares, to a
      non-affiliate of the Company.  Waterford Capital Group, Inc.
      retains the voting rights to these shares and holds the certificate issued
      in the name of the donee.  Waterford Capital Group, Inc. intends
      to retain possession and control of these shares at least until such time
      as a business combination has been executed.  Waterford Capital
      Group, Inc. transferred an additional 300,000 shares to minor age family
      members of Ms. Weigel.  Waterford Capital Group, Inc. retains
      beneficial ownership of these shares until they are sold or until the
      respective owners reach the age of
majority.




ITEM
13.  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.


-37-





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 11, "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, "Business", and Item 7,
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations.”  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,
"Business."




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 10, “Directors, Executive Officers and
Corporate Governance.”




ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.





Audit
Fees




We paid
Berman & Co., P.A. for the auditing and quarterly reviews of our
financial statements fo rthe years ended:










Audit
Related Fees




None




Tax
Fees




None




All Other
Fees




None


-38-





PART
IV





ITEM
15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES.


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






-39-




SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.




Biscayne
      Acquisition Group, Inc.Date: March
      31, 2009
              By:
              /s/ Luz
      M. WeigelLuz
      M. WeigelPresident,
      Secretary and Treasurer
                (Principal Executive
      Officer, Principal Financial Officer, and Principal Accounting
      Officer)





-40-