SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q





þ

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


For the quarterly period ended June 30, 2009





OR


o

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


For the transition period from April 1, 2009 to June 30, 2009





Commission file number 000-52761





BISCAYNE ACQUISITION GROUP, INC.


(Exact name of small business issuer as specified in its charter)





Florida

20-8090928(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification Number)





5775 Blue Lagoon Drive
Suite 100
Miami, Florida

33126(Address of principal executive offices)

(Zip Code)





(786) 888-4567


(Issuer’s telephone number, including area code)





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. Yes þ     No o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files).  Yes   £    No   £





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

Smaller reporting company þ(Do not check if a smaller reporting company)





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þNo o





Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class

Outstanding at August 17, 2009Common Stock, $.001 par value per share

4,260,000 shares





-1-


BISCAYNE ACQUISITION GROUP, INC.





TABLE OF CONTENTS


PAGEPart I Financial Information
3Item 1. Financial Statements (unaudited).
3Balance Sheet
4Statements of Operations
5Statements of Cash Flows
6Notes to Financial Statements
7Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
12Item 3. Quantitative and Qualitative Disclosures About Market Risk.
16Item 4T Controls and Procedures.
16Part II Other Information
17IItem 2. Unregistered Sales of Equity Securities and Use of Proceeds.
17Item 6. Exhibits.
17Signatures
18





-2-





PART I FINANCIAL INFORMATION





Item 1. Financial Statements.








Biscayne Acquisition Group, Inc.


(A Development Stage Company)


Financial Statements


June 30, 2009


(Unaudited)








CONTENTS





Page(s)Balance Sheets - As of June 30, 2009 (Unaudited) and December 31, 2008 (Audited)
4Statements of Operations –For the three months ended June 30, 2009 and 2008, for the six months ended June 30, 2009 and 2008, and for the period fromDecember 22, 2006 (inception) to June 30, 2009 (Unaudited)
5Statements of Cash Flows -For the six months ended June 30, 2009 and 2008, and for the period fromDecember 22, 2006 (inception) to June 30, 2009 (Unaudited)
6Notes to Financial Statements (Unaudited)
7




-3-


Biscayne Acquisition Group, Inc.(A Development Stage Company)BalanceSheetsJune 30, 2009


December 31, 2008(Unaudited)


(Audited)AssetsCurrent AssetsCash

$
3,060


$
1,560Total Current Assets


3,060



1,560Total Assets

$
3,060


$
1,560Liabilities and Stockholders’ Equity (Deficit)Current Liabilities:Accounts payable

$
3,229


$
1,500Total Current Liabilities


3,229



1,500Stockholders’ Equity (Deficit)Preferred stock (no par value, 5,000,000 shares authorized,none issued and outstanding)


-



-Common stock ($0.001 par value, 100,000,000 shares authorized,4,260,000 issued and outstanding)


4,260



4,260Additional paid in capital


48,470



36,193Deficit accumulated during development stage


(52,899
)


(40,393
)Total Stockholders’ Equity (Deficit)


(169
)


60Total Liabilities and Stockholders' Equity (Deficit)

$
3,060


$
1,560




-4-


Biscayne Acquisition Group, Inc.(A Development Stage Company)Statements ofOperations(Unaudited)For the Three Months
Ended June 30,


For the Six Months
Ended June 30,


For the Period from December 22, 2006 (inception) to June 30, 20092009


2008


2009


2008Revenues

$
-


$
-


$
-


$
-


$
-Operating expensesGeneral and administrative


5,204



4,316



12,506



12,028



52,899Total operating expenses


5,204



4,316



12,506



12,028



52,899Loss from operations


(5,204
)


(4,316
)


(12,506
)


(12,028
)


(52,899
)Net loss

$
(5,204
)

$
(4,316
)

$
(12,506
)

$
(12,028
)

$
(52,899
)Net loss per share - basic and diluted

$
(0.00
)

$
(0.00
)

$
(0.00
)

$
(0.00
)

$
(0.01
)Weighted average number of shares outstandingduring the period - basic and diluted


4,260,000



4,260,000



4,260,000



4,257,692



3,683,626





-5-
 
  Biscayne Acquisition Group, Inc.(A Development Stage Company)Statementsof CashFlows(Unaudited)For the Six Months Ended June 30,


For the Period from December 22, 2006 ( Inception ) to June 30, 20092009


2008CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(12,506
)

$
(12,028
)

$
(52,899
)Adjustments to reconcile net loss to net cash used in operating activities:Contributed services - related party


2,648



2,964



14,704Changes in operation assets and liabilitiesIncrease in accounts payable


1,729



1,265



3,229Net Cash Used In Operating Activities


(8,129
)


(7,799
)


(34,966
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from sale of common stock - related party


-



-



4,000Proceeds from sale of common stock


-



1,250



6,500Contributed capital - related parties


9,629



4,729



27,526Net Cash Provided By Financing Activities


9,629



5,979



38,026Net increase (decrease) in cash


1,500



(1,820
)


3,060Cash - beginning of period


1,560



2,545



-Cash - end of period

$
3,060


$
725


$
3,060Supplemental Disclosure of Cash Flow InformationCash paid during the period for:Income taxes

$
-


$
-


$
-Interest

$
-


$
-


$
-
 See accompanying notes to unaudited financial statements.
 -6-
 Note 1 Basis ofPresentation


The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X.  Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation.
 
 The unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the year ended December 31, 2008.  The interim results for the period
ended June 30, 2009 are not necessarily indicative of the results for the full fiscal year.
 
 Note 2 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 June 30, 2009, the Company had not yet commenced operations.
 
 Risks and Uncertainties
 
 The Company operates in an industry that is subject to intense competition and is in a state of fluctuation as a result of the credit crisis occurring in the United States.  The Company's operations are subject to significant risk and uncertainties including financial, operational, technological, and regulatory risks including
the potential risk of business failure.
 
 Also see Note 3 regarding going concern matters.
 
 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.
 
 -7-
 Cash and Cash Equivalents
 
 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 June 30, 2009 or December 31, 2008, 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 June 30, 2009 and December 31, 2008, 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 and accrued expenses, approximate fair value due to the relatively short period to maturity for these instruments.
 
 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.  For the period from December 22, 2006 (inception) to June 30, 2009, 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.
 
 Stock-Based Compensation
 
 All share-based payments to employees is recorded and expensed in the statement of operations.  The measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including grants of employee stock options are based on estimated fair values.  The Company has used
the Black-Scholes option-pricing model to estimate grant date fair value for all option grants.
 
 Share-based compensation expense is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the year, less expected forfeitures.  Forfeitures are estimated at the time of grant and revised, if necessary in subsequent periods if actual forfeitures differ from those estimates.
 
 Non-Employee Stock-Based Compensation
 
 Stock-based compensation awards issued to non-employees for services are recorded at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable.
 
 Fair Value of Financial Instruments
 
 The carrying amounts of the Company’s accounts payable approximates fair value due to the relatively short period to maturity for these instruments.
 
 Segment Information
 
 During 2009 and 2008, the Company only operated in one segment; therefore, segment information has not been presented.
 -8-
 
 Recent Accounting Pronouncements
 
 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 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 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 did not have a material effect on the Company’s 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 FAS 157-3”), with an immediate effective date, including prior periods for which financial statements have
not been issued.  FSP FAS 157-3 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 of FSP FAS 157-3 is not expected to have a material effect on the Company’s financial position, results of operations or cash flows.
 
 In April 2009, the FASB issued FSP SFAS 157-4, “Determining Whether a Market Is Not Active and a Transaction Is Not Distressed,” which further clarifies the principles established by SFAS No. 157. The guidance is effective for the periods ending after June 15, 2009 with
early adoption permitted for the periods ending after March 15, 2009. The adoption of FSP FAS 157-4 is not expected to have a material effect on the Company’s financial position, results of operations, or cash flows.
 
 In May 2009, the FASB issued SFAS No. 165 “Subsequent Events” (“SFAS 165”). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 sets forth (1) The period after the
balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (2) The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and (3) The disclosures that an entity should make about events or transactions that occurred after the balance sheet date. SFAS 165 is effective for interim or annual financial
periods ending after June 15, 2009. The Company is evaluating the impact the adoption of SFAS 165 will have on its financial statements.
 
 In June 2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about
a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. SFAS 166 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. The Company is evaluating the impact the
adoption of SFAS 166 will have on its financial statements.
 -9-
 
 In June 2009, the FASB issued SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”). SFAS 167 improves financial reporting by enterprises involved with variable interest entities and to address (1) the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), “Consolidation
of Variable Interest Entities”, as a result of the elimination of the qualifying special-purpose entity concept in SFAS 166 and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity. SFAS 167 is effective as of the beginning of each reporting entity’s first
annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of SFAS 167 will have on its financial statements.
 
 In June 2009, the FASB issued SFAS No. 168 “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162”. The FASB Accounting Standards Codification (“Codification”) will be the single source of authoritative nongovernmental
U.S. generally accepted accounting principles. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS 168 is effective for interim and annual periods ending after September 15, 2009. All existing accounting standards are superseded as described in SFAS 168. All other accounting literature not included in the Codification is nonauthoritative. The Codification is not expected to have a significant impact on the Company’s
financial statements.
 
 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 3 Going Concern
 
 As reflected in the accompanying financial statements, the Company has a net loss of $12,506 and net cash used in operations of $8,129 for the six months ended June 30, 2009; and a working capital and stockholders’ deficit of $169 and a deficit accumulated during the development stage of $52,899 at June 30, 2009.  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 4 Stockholders’ Deficit
 
 (A) Common Stock Issuance for Cash
 
 (1) Year ended December 31, 2006
 
 On December 22, 2006, the Company issued 2,000,000 shares of common stock to its founder for $2,000 ($0.001/share).
 
 (2) Year ended December 31, 2007
 
 On July 31, 2007, the Company issued 2,000,000 shares of common stock to a related party for $2,000 ($0.001/share).
 
 On November 19, 2007, the Company issued 210,000 shares of common stock for $5,250 ($0.025/share).
 -10-
 
 (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.
  (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.
 
 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.
 
 (4) Six months ended June 30, 2009
 
 During 2009, a related party of the Company’s President paid $9,629 for certain general and administrative expenses on behalf of the Company.
 
 During 2009, a related party of the Company’s President contributed professional services to the company aggregating $2,648. The value of these services was based on upon the fair value of the services provided.
 
 Note 5 Subsequent Events
 
 The Company has evaluated for subsequent events between the balance sheet date of June 30, 2009 and August 17, 2009, the date the financial statements were issued.
 
 On August 6, 2009, a related party of the Company’s President paid $1,540 for certain general and administrative expenses on behalf of the Company.


-11-


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.





CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS





The information presented in Item 2 contains forward-looking statements. You should understand that forward-looking statements are only predictions reflecting our current beliefs and are based on information currently available to us. Although we believe that the assumptions reflected in our forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or achievements.





You can identify a forward-looking statement by our use of a word such as “may”, “will”, “should”, “could”, “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan”, “predict”, “project”,
“propose”, “potential” “continue” and similar terms and expressions, or the negative of these words or other variations on these words or comparable terminology.





In evaluating a forward-looking statement, you should understand that a forward looking statement involves known and unknown risks, uncertainties, contingencies, and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statement. Known risks related to an investment in our Company, risks related to our business, and risks related to our securities are identified in our Form 10-K for the fiscal year ended December 31, 2008 and are incorporated herein by reference. You should also understand that we have no obligation and do not undertake to update or revise forward-looking statements made in this Report to reflect events or circumstances occurring after the date of this Report.





Background





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. We have been seeking a suitable acquisition or merger candidate since October 15, 2007, the day our Form 10-SB12G registration statement, as amended, went effective.





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





Description of Business





Based on our 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.





-12-


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.





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.





Since the effective date of our registration statement on Form 10-SB12G, as amended, we have had preliminary contact or discussions with representatives of several entities regarding a possible business combination with us. To date, we have not entered into a term sheet with any entity.  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.





The Company 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.





Despite our ambitions for a business combination, the Company may be forced to deregister as a reporting company unless we quickly locate a suitable combination.  There is no timeline for when deregistration might occur, but the decision to do so will be driven by the continued willingness of our majority shareholders to fund
the Company’s ongoing expenses and the Company’s ability to secure additional investment from sales of common stock.





-13-


Liquidity and Capital Resources





As of June 30, 2009, the Company had assets equal to $3,060 comprised exclusively of cash. This compares with assets of $1,560, comprised exclusively of cash, as of December 31, 2008. The Company’s current liabilities as of June 30, 2009 totaled $3,229. This compares to the Company’s current liabilities as of December 31, 2008
of $1,500. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.




As of June 30, 2008, the Company had assets equal to $725 comprised exclusively of cash. This compares with assets of $2,545, comprised exclusively of cash, as of December 31, 2007. The Company’s current liabilities as of June 30, 2008 totaled $1,265, comprised exclusively of accrued expenses. This compares to the Company’s current
liabilities as of December 31, 2007 of $0.


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





Cumulative Period FromDecember 22, 2006Six Months Ended

Six Months Ended

(Inception) toJune 30, 2009

June 30, 2008

June 30, 2009Net cash used in operating activities

$
(8,129
)

$
(7,799
)

$
(34,966
)Net cash provided by financing activities


9,629



5,979



38,026Net effect on cash


1,500



(1,820
)


3,060





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 $1,763 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. The Company is authorized by resolution of the sole director to convert capital contributions from the largest shareholders into debentures convertible into common stock if either of these shareholders elect this treatment of their respective contributions. No debentures have been issued to date.





Despite our ambitions for a business combination, the Company may be forced to deregister as a reporting company unless we quickly locate a suitable combination.  There is no timeline for when deregistration might occur, but the decision to do so will be driven by the continued willingness of our majority shareholders to fund
the Company’s ongoing expenses and the Company’s ability to secure additional investment from sales of common stock.





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 June 30, 2009. 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 six months ending June 30, 2009, the Company had a net loss of approximately $12,506, consisting of legal, accounting, audit and other professional service fees incurred in relation to the submission on the calendar date of June 30, 2009 of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2008
and the filing of the Company’s quarterly reports. (The SEC recorded the Form 10-K as having been filed on April 1, 2009.)  This compares with a net loss of approximately $12,028 for the six months ending June 30, 2008 comprised mostly 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.


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For the period from December 22, 2006 (Inception) to June 30, 2009, the Company had a net loss of $52,899, 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 Forms 10-KSB and 10-K for the fiscal years ended December 31, 2007 and December 31, 2008, respectively, and the filing of quarterly reports.





Description of Critical Accounting Policies and Estimates, Going Concern, and Fair Value of Financial Instruments





This section of our Form 10-Q contains a description of our critical accounting policies as they pertain to: the Company’s business as a going concern, our use of estimates, our fair valuation of financial instruments, and the effect on our financial statements of recent accounting pronouncements. A more comprehensive discussion of
our critical accounting policies, and certain additional accounting policies, can be found in Note 2 to the financial statements.





Critical Accounting Policies and Estimates





The accompanying financial statements have been prepared by the Company.





Our financial statements have been prepared according to accounting principles generally accepted in the United States of America. In preparing these financial statements, we are required to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets
and liabilities. We evaluate these estimates on an on-going basis. We base these estimates on historical experiences and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. At this point in our operations, subjective judgments do not have a material impact on our financial statements
except as discussed in the next paragraph.





Going Concern





The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The attainment of sustainable profitability and positive cash flow from operations is dependent on certain future events. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





As reflected in the accompanying financial statements, the Company has a net loss of $12,506 and net cash used in operations of $8,129 for the six months ended June 30, 2009; and a working capital and stockholders’ deficit of $169 and a deficit accumulated during the development stage of $52,899 at June 30, 2009. 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.





Fair Value of Financial Instruments





The Company’s financial instruments consist of cash and accounts payable. 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 these instruments.


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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.





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.





Item 3. Quantitative and QualitativeDisclosures About Market Risk.





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





Item 4T. Controls and Procedures.





The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Our sole officer and director has reviewed
the effectiveness of the Company’s disclosure controls and procedures and have concluded that the disclosure controls and procedures, as of June 30, 2009, are effective in timely alerting her to material information relating to the Company that is required to be included in its periodic filings with the Commission.





In connection with its evaluation during the quarterly period ended June 30, 2009, the Company has made no change in the Company’s internal controls over financial reporting that has materially affected or is reasonably likely to materially affect the Company’s internal controls over financial reporting. There also were no significant
deficiencies or material weaknesses identified for which corrective action needed to be taken.


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PART II OTHERINFORMATION





Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.





None.





Item 6. Exhibits





(a) Exhibits





Description





31.1
13a-14(a)-15d-14(a) Certification – Luz M. Weigel31.2
13a-14(a)-15d-14(a) Certification – Luz M. Weigel32.1
18 U.S.C. § 1350 Certification - Luz M. Weigel32.2
18 U.S.C. § 1350 Certification - Luz M. Weigel











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SIGNATURES





Pursuant to the requirements 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: August 18, 2009
By:
/s/ Luz M. WeigelLuz M. WeigelPresident, Secretary and Treasurer
(Principal Accounting Officer and Authorized Officer)











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