SECURITIES AND EXCHANGE
COMMISSION


Washington, D.C.
20549













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


For the quarterly period ended March
31, 2009





OR


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


For the transition period from
___________ to ___________




Commission
file number 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 March 31, 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.
              13Item 3. Quantitative and Qualitative Disclosures About Market
      Risk.
              17Item 4T Controls and Procedures.
              17Part II Other Information
              18IItem 2. Unregistered Sales of Equity Securities and Use of
      Proceeds.
              18Item 6. Exhibits.
              18Signatures
              19







-2-




PART
I FINANCIAL INFORMATION





Item
1. Financial Statements.







Biscayne
Acquisition Group, Inc.


(A
Development Stage Company)


Financial
Statements


March
31, 2009


(Unaudited)









CONTENTS





Page(s)Balance Sheets - As of March 31, 2009 (Unaudited) and December
      31, 2008 (Audited)
                        4Statements of Operations –For
      the three months ended March 31, 2009 and 2008, and for the period fromDecember 22, 2006 (inception) to March 31, 2009
      (Unaudited)
                        5Statements of Cash Flows -For
      the three months ended March 31, 2009 and 2008, and for the period fromDecember 22, 2006 (inception) to March 31, 2009
      (Unaudited)
                        6Notes to Financial Statements
(Unaudited)
                        7
 -3-




Biscayne
      Acquisition Group, Inc.(A
      Development Stage Company)BalanceSheetsMarch
      31, 2009
                              
                              
                              December
      31, 2008(Unaudited)
                              
                              
                              (Audited)AssetsCurrent
      Assets:Cash
                              
                              $
                              1,560
                              
                              
                              $
                              1,560Total
      Current Assets
                              
                              
                              1,560
                              
                              
                              
                              1,560Total
      Assets
                              
                              $
                              1,560
                              
                              
                              $
                              1,560Liabilities and Stockholders’ Equity
      (Deficit)Current
      Liabilities:Accounts
      payable
                              
                              $
                              5,000
                              
                              
                              $
                              1,500Accrued
      expenses
                              
                              
                              1,825
                              
                              
                              
                              -Total
      Current Liabilities
                              
                              
                              6,825
                              
                              
                              
                              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
      shares issued and outstanding)
                              
                              
                              4,260
                              
                              
                              
                              4,260Additional
      paid in capital
                              
                              
                              38,170
                              
                              
                              
                              36,193Deficit
      accumulated during development stage
                              
                              
                              (47,695
                              )
                              
                              
                              (40,393
                              )Total
      Stockholders’ Equity (Deficit)
                              
                              
                              (5,265
                              )
                              
                              
                              60Total
      Liabilities and Stockholders' Equity (Deficit)
                              
                              $
                              1,560
                              
                              
                              $
                              1,560


See
accompanying notes to unaudited financial statements






-4-




Biscayne
      Acquisition Group, Inc.(A
      Development Stage Company)StatementsofOperations(Unaudited)For
      the Period from December 22, 2006 (inception) to March
      31, 2009For
      the Three Months Ended March 31,2009
                                      
                                      
                                      2008Revenues
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -Operating
      expensesGeneral
      and administrative
                                      
                                      
                                      7,302
                                      
                                      
                                      
                                      7,712
                                      
                                      
                                      
                                      47,695Total
      operating expenses
                                      
                                      
                                      7,302
                                      
                                      
                                      
                                      7,712
                                      
                                      
                                      
                                      47,695Net
      loss
                                      
                                      $
                                      (7,302
                                      )
                                      
                                      $
                                      (7,712
                                      )
                                      
                                      $
                                      (47,695
                                      )Net
      loss per share - basic and diluted
                                      
                                      $
                                      (0.00
                                      )
                                      
                                      $
                                      (0.00
                                      )
                                      
                                      $
                                      (0.01
                                      )Weighted
      average number of shares outstandingduring
      the period - basic and diluted
                                      
                                      
                                      4,260,000
                                      
                                      
                                      
                                      4,225,385
                                      
                                      
                                      
                                      3,617,747




See
accompanying notes to unaudited financial statements






-5-




Biscayne
      Acquisition Group, Inc.(A
      Development Stage Company)Statements
      of CashFlows(Unaudited)For
      the period from December 22, 2006 (inception) to March
      31, 2009For
      the Three Months Ended March 31,2009
                                                
                                                
                                                2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                                                
                                                $
                                                (7,302
                                                )
                                                
                                                $
                                                (7,712
                                                )
                                                
                                                $
                                                (47,695
                                                )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Contributed
      services - related party
                                                
                                                
                                                1,973
                                                
                                                
                                                
                                                2,063
                                                
                                                
                                                
                                                12,206Changes
      in operation assets and liabilitiesIncrease in accounts payable
                                                
                                                
                                                3,500
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                5,000Increase
      in accrued expenses
                                                
                                                
                                                1,825
                                                
                                                
                                                
                                                3,585
                                                
                                                
                                                
                                                1,825Net Cash Used In Operating Activities
                                                
                                                
                                                (4
                                                )
                                                
                                                
                                                (2,064
                                                )
                                                
                                                
                                                (28,664
                                                )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from sale of common stock - related parties
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                4,000Proceeds
      from sale of common stock
                                                
                                                
                                                -
                                                
                                                
                                                
                                                1,250
                                                
                                                
                                                
                                                6,500Contributed
      capital - related parties
                                                
                                                
                                                4
                                                
                                                
                                                
                                                579
                                                
                                                
                                                
                                                19,724Net
      Cash Provided By Financing Activities
                                                
                                                
                                                4
                                                
                                                
                                                
                                                1,829
                                                
                                                
                                                
                                                30,224Net
      increase (decrease) in cash
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (235
                                                )
                                                
                                                
                                                1,560Cash
      - beginning of period
                                                
                                                
                                                1,560
                                                
                                                
                                                
                                                2,545
                                                
                                                
                                                
                                                -Cash
      - end of period
                                                
                                                $
                                                1,560
                                                
                                                
                                                $
                                                2,310
                                                
                                                
                                                $
                                                1,560Supplemental Disclosure of Cash Flow
      InformationCash
      paid during the period for:Income
      taxes
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -Interest
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -


See
accompanying notes to unaudited financial statements




-6-




Biscayne
Acquisition Group, Inc.


(A
Development Stage Company)


Notes
to Financial Statements


March
31, 2009


(Unaudited)


Note 1 Basis of
Presentation




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 results for the interim period are not
necessarily indicative of the results to be expected for the full
year.





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 March 31, 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
March 31, 2009, the Company had not yet commenced operations.





Risks
and Uncertainties





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.


-7-








Biscayne
Acquisition Group, Inc.


(A
Development Stage Company)


Notes
to Financial Statements


March
31, 2009


(Unaudited)





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.





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 March 31, 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 March 31, 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.  At March 31, 2009 and 2008, 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.





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.


-8-





Biscayne
Acquisition Group, Inc.


(A
Development Stage Company)


Notes
to Financial Statements


March
31, 2009


(Unaudited)








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.





Segment
Information





The
Company follows Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information."  During 2009 and 2008, the
Company only operated in one segment; therefore, segment information has not
been presented.





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.


-9-
 
 Biscayne
Acquisition Group, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 March
31, 2009
 (Unaudited)


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.





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 $7,302 and net cash used in operations of $4 for the three months ended March
31, 2009; and a working capital and stockholders’ deficit of $5,265 and a
deficit accumulated during the development stage of $47,695 at March 31,
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’
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). -10-
 
 Biscayne
Acquisition Group, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 March
31, 2009
 (Unaudited)





(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.





(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. -11-
 
 Biscayne
Acquisition Group, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 March
31, 2009
 (Unaudited)





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)
Period ended March 31, 2009





During
2009, a related party of the Company’s President paid $4 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 $1,973. The value of these services was
based on upon the fair value of the services provided.




-12-






Item 2.
      Management’s Discussionand 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.


-13-




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.




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.




-14-






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.




Liquidity
and Capital Resources





As of
March 31, 2009, the Company had assets equal to $1,560 comprised exclusively of
cash and cash equivalents. This compares with assets of $1,560, comprised
exclusively of cash and cash equivalents, as of December 31, 2008. The Company’s
current liabilities as of March 31, 2009 totaled $6,825. 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.




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




Cumulative Period FromDecember
      22, 2006Three Months Ended
                  
                  Three Months Ended
                  
                  (Inception) toMarch
      31, 2009
                  
                  March
      31, 2008
                  
                  March
      31, 2009Net
      cash used in operating activities
                  
                  $
                  (4
                  )
                  
                  $
                  (2,064
                  )
                  
                  $
                  (28,664
                  )Net
      cash provided by financing activities
                  
                  
                  4
                  
                  
                  
                  1,829
                  
                  
                  
                  (30,224
                  )Net
      effect on cash
                  
                  
                  -
                  
                  
                  
                  (235
                  )
                  
                  
                  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 $1,766 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.





-15-


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 March 31, 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
three months ending March 31, 2009, the Company had a net loss of approximately
$7,302, consisting of legal, accounting, audit and other professional service
fees incurred in relation to the submission on the calendar date of March 31,
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 $7,712 for the three months ending
March 31, 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.







For the
period from December 22, 2006 (Inception) to March 31, 2009, the Company had a
net loss of $47,695, 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 1 and 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.
  -16-
 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 $7,302 and net cash used in operations of $4 for the three months ended March
31, 2009; and a working capital and stockholders’ deficit of $5,265 and a
deficit accumulated during the development stage of $47,695 at March 31, 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.


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 Qualitative Disclosures 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
March 31, 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 March 31, 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.




-17-






PART
II OTHER INFORMATION





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












-18-




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: May
      14, 2009
              By:
              /s/ Luz
      M. WeigelLuz
      M. WeigelPresident,
      Secretary and Treasurer
                (Principal
      Accounting Officer and Authorized Officer)






-19-