AmpliTech Group, Inc. - Quarter Report: 2012 March (Form 10-Q)

March 31, 2012 10Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

X . QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012

. 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 0-54355

BAYVIEW ACQUISITION CORP

(Exact name of registrant as specified in its charter)



Nevada		27-4566352
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

328 W 44^th St. No. 22, New York, NY 10036

(address of principal executive offices) (Zip Code)

Registrant’s telephone number: (646) 388-2495

Indicate by check mark whether registrant (1) has filed all reports 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 X . No .

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 X . 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	.	Accelerated filer	.
Non-accelerated filer	. (Do not check if a smaller reporting company)	Smaller reporting company	X .

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

There were 100,000 shares of common stock issued and outstanding as of May 20, 2012.

Bayview Acquisition Corp

(A Development Stage Enterprise)

Unaudited Financial Statements

For the Three Months Ended March 31, 2012 and 2011 and the

Period of December 30, 2010 (Inception) to March 31, 2012



PART I – FINANCIAL INFORMATION		Page(s)

Item 1.	Financial Statements	3

	Balance Sheets as of September 30, 2011 and December 31, 2010	5
	Income Statements for the three months ended March 31 2012 and 2011, and the period of December 30, 2010 (Inception) to March 31, 2012	6
	Statements of Cash Flows for the three months ended March 31, 2012 and 2011, and the period of December 30, 2010 (Inception) to March 31, 2012	7
	Notes to Unaudited Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	10

Item 4.	Controls and Procedures	10

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	10

Item 1A.	Risk Factors	10

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	10

Item 3.	Defaults Upon Senior Securities	10

Item 4.	Removed and Reserved	10

Item 5.	Other Information	10

Item 6.	Exhibits	10

Signatures		11

Bayview Acquisition Corp.

(A Development Stage Company)

Unaudited Financial Statements

March 31, 2012

Bayview Acquisition Corp.

(A Development Stage Company)

Unaudited Financial Statements

March 31, 2012


			Page(s)

Balance sheet as of March 31, 2012 and December 31, 2011			5

Statements of operations for the three months ended March 31, 2012 and 2011, and for the period from inception on December 30, 2010 to March 31, 2012			6

Statements of cash flows for the three months ended March 31, 2012 and 2011, and for the period from inception on December 30, 2010 to March 31, 2012			7

Notes to unaudited financial statements			8


Bayview Acquisition Corp
(A Development Stage Company)
Condensed Balance Sheet

		March 31,		December 31,
		2012		2011
		(unaudited)		(audited)
ASSETS

Current assets
	Cash and cash equivalents	$	21	$	75
Total current assets			21		75

Total assets		$	21	$	75

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

Current liabilities
	Accrued expense	$	3,380	$	2,680
	Advance from shareholder		5,617		5,117
Total current liabilities			8,997		7,797

Total liabilities (all current)			8,997		7,797

Stockholders' (deficit) equity
	Common Stock-$0.001 par value; 50,000,000 shares authorized; 100,000 issued and outstanding as March 31, 2012 and December 31, 2011.		100		100
	Additional paid in capital		900		900
	Deficit accumulated during the development stage		(9,976)		(8,722)
Total stockholders' (deficit) equity			(8,976)		(7,722)

Total liabilities and stockholders' (deficit) equity		$	21	$	75

See accompanying notes to financial statements


Bayview Acquisition Corp
(A Development Stage Company)
Condensed Statement of Operations
(Unaudited)

		Three Months Ended March 31, 2012		Three Months Ended March 31, 2011		For the Period from Inception on December 30, 2010 to March 31, 2012

Revenue		$	-	$	-	$	-

Expenses
	General and administrative		1,254		693		9,976
Total operating expenses			1,254		693		9,976

Net loss		$	(1,254)	$	(693)	$	(9,976)

Basic and diluted loss per common share		$	(0.01)	$	(0.01)

Weighted average shares outstanding			100,000		100,000

See accompanying notes to financial statements


Bayview Acquisition Corp
(A Development Stage Enterprise)
Condensed Statements of Cash Flows
(Unaudited)

	Three Months Ended March 31, 2012		Three Months Ended March 31, 2011		For the Period from Inception on December 30, 2010 to March 31, 2012
Cash flows from operating activities
Net loss	$	(1,254)	$	(693)	$	(9,976)
Adjustments to reconcile net income to net cash used by operating activities:
Common stock issued for services						1,000
Accrued expenses		700		(1,500)		3,380
Net cash used in operating activities		(554)		(2,193)		(5,596)

Cash flows from investing activities		-		-		-

Cash flows from financing activities
Advance from shareholders		500		2,700		5,617
Net cash provided by financing activities		500		2,700		5,617

Net change in cash		(54)		507		21

Cash at beginning of period		75		-		-

Cash at end of period	$	21	$	507	$	21

Supplemental cash flow Information:
Cash paid for interest	$	-	$	-	$	-
Cash paid for income taxes	$	-	$	-	$	-

See accompanying notes to financial statements

NOTE 1 – CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows March 31, 2012, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2011 audited financial statements. The results of operations for the periods ended March 31, 2012 is not necessarily indicative of the operating results for the full years.

NOTE 2 – GOING CONCERN

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – SUBSEQUENT EVENTS

The Company has evaluated events and transactions subsequent to March 31, 2012 to the date of issuance in accordance with ASC 855 “Subsequent Event”. We have had the following material subsequent event.

The Company is still pending a Letter of Intent to acquire a privately held manufacturer of microwave amplifiers, Amplitech, Inc., based in Bohemia, NY.

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

Overview

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 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 the nominal money in our treasury or with additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors. The Company does not have any agreements or commitments for such financing in place, but is relying on the continued interest from its stockholders or other investors to finance the search for a suitable business combination.

During the next 12 months we anticipate incurring costs related to:

filing of Exchange Act reports, and

ii.

consummating an acquisition.

We believe we will be able to meet these costs through use of funds to be loaned by or invested in us by our stockholders, management or other investors.

We are in the development stage and have negative working capital, negative stockholders’ equity and have not earned any revenues from operations to date. These conditions raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations.

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.

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 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. However, there is no assurance that the Company will have access to additional capital or financing solely because it is a public corporation. 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.

Results of Operations

The Company has not conducted any active operations since inception. No revenue has been generated by the Company from December 30, 2010 (Inception) through September 30, 2011. 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. The Company has signed a Letter of Intent to merge with an operating company that manufactures microwave amplifiers. It is still early in the process and no definitive agreement has yet been signed, and there is substantial risk that the merger may not take place.

For the three months ended March 31, 2012, the Company had a net loss of $1,254, comprised of professional and administrative fees incurred.

For the period from December 30, 2010 (Inception) to March 31, 2012the Company had a loss of $9,976, comprised of legal, audit, organization costs, and other administrative fees incurred in relation to the formation of the Company, and the filing of the Company’s Registration Statement on Form 10 and its ongoing financial reporting requirements.

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 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, regulations and related forms, and that such information is accumulated and communicated to our principal executive officer, as appropriate, to allow timely decisions regarding required disclosure.

As of March 31, 2012, we carried out an evaluation, under the supervision and with the participation of our principal executive officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Controls

There have been no material changes in our internal controls over financial reporting during the quarter ended March 31, 2012.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

To the best knowledge of the officer and director, the Company is not a party to any legal proceeding or litigation.

Item 1A. Risk Factors.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Removed and Reserved.

Item 5. Other Information.

None.

Item 6. Exhibits.

None

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.



	Bayview Acquisition Corp

Dated: May 20, 2012.	By:	/s/ Scott R. Chichester CPA
		Scott R. Chichester CPA
		President and Director