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 March 31, 2009


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 þ No 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, 2009
Common Stock, $.001 par value per share		4,260,000 shares

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BISCAYNE ACQUISITION GROUP, INC.

TABLE OF CONTENTS


	PAGE
Part I Financial Information	3

Item 1. Financial Statements (unaudited).	3

Balance Sheet	4

Statements of Operations	5

Statements of Cash Flows	6

Notes to Financial Statements	7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13

Item 3. Quantitative and Qualitative Disclosures About Market Risk.	17

Item 4T Controls and Procedures.	17

Part II Other Information	18
I
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	18

Item 6. Exhibits.	18

Signatures	19

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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)	4

Statements of Operations –
For the three months ended March 31, 2009 and 2008, and for the period from December 22, 2006 (inception) to March 31, 2009 (Unaudited)	5

Statements of Cash Flows -
For the three months ended March 31, 2009 and 2008, and for the period from December 22, 2006 (inception) to March 31, 2009 (Unaudited)	6

Notes to Financial Statements (Unaudited)	7

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Biscayne Acquisition Group, Inc.
(A Development Stage Company)
Balance Sheets

	March 31, 2009			December 31, 2008
	(Unaudited)			(Audited)

Assets
Current Assets:
Cash	$	1,560		$	1,560
Total Current Assets		1,560			1,560

Total Assets	$	1,560		$	1,560

Liabilities and Stockholders’ Equity (Deficit)

Current Liabilities:
Accounts payable	$	5,000		$	1,500
Accrued expenses		1,825			-
Total Current Liabilities		6,825			1,500

Stockholders’ 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			4,260
Additional paid in capital		38,170			36,193
Deficit accumulated during development stage		(47,695	)		(40,393	)
Total Stockholders’ Equity (Deficit)		(5,265	)		60

Total Liabilities and Stockholders' Equity (Deficit)	$	1,560		$	1,560

See accompanying notes to unaudited financial statements

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Biscayne Acquisition Group, Inc.
(A Development Stage Company)
Statements of Operations
(Unaudited)
							For the Period from December 22, 2006 (inception) to March 31, 2009
	For the Three Months Ended March 31,
	2009			2008

Revenues	$	-		$	-		$	-

Operating expenses
General and administrative		7,302			7,712			47,695
Total operating expenses		7,302			7,712			47,695

Net 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 outstanding
during the period - basic and diluted		4,260,000			4,225,385			3,617,747

See accompanying notes to unaudited financial statements

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Biscayne Acquisition Group, Inc.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)

							For the period from December 22, 2006 (inception) to March 31, 2009
	For the Three Months Ended March 31,
	2009			2008

CASH 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			12,206
Changes in operation assets and liabilities
Increase in accounts payable		3,500			-			5,000
Increase in accrued expenses		1,825			3,585			1,825
Net Cash Used In Operating Activities		(4	)		(2,064	)		(28,664	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock - related parties		-			-			4,000
Proceeds from sale of common stock		-			1,250			6,500
Contributed capital - related parties		4			579			19,724
Net Cash Provided By Financing Activities		4			1,829			30,224

Net increase (decrease) in cash		-			(235	)		1,560

Cash - beginning of period		1,560			2,545			-

Cash - end of period	$	1,560		$	2,310		$	1,560

Supplemental Disclosure of Cash Flow Information
Cash paid during the period for:
Income taxes	$	-		$	-		$	-
Interest	$	-		$	-		$	-

See accompanying notes to unaudited financial statements

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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.

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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.

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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.

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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).

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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.

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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.

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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.

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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.

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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 From
									December 22, 2006
	Three Months Ended				Three Months Ended				(Inception) to
	March 31, 2009				March 31, 2008				March 31, 2009

Net 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.

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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.

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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.

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.

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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. Weigel
31.2	13a-14(a)-15d-14(a) Certification – Luz M. Weigel
32.1	18 U.S.C. § 1350 Certification - Luz M. Weigel
32.2	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: May 14, 2009	By:	/s/ Luz M. Weigel
		Luz M. Weigel
		President, Secretary and Treasurer (Principal Accounting Officer and Authorized Officer)

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Biscayne Acquisition Group Inc 10-Q