Business Context and Reporting Period
This Form 10-Q covers the quarterly period ended September 30, 2011, for Bayview Acquisition Corp. (Note: The input metadata lists "Amplitech Group, Inc.", but the filing text explicitly identifies the registrant as Bayview Acquisition Corp.). The company is a Nevada corporation organized on December 30, 2010, as a development stage enterprise. Its primary purpose is to seek a business combination, merger, or acquisition with an operating company. As of the reporting date, the company had no active operations, no revenue, and no assets other than nominal cash which was subsequently depleted.
Key Financial Metrics
| Metric | Three Months Ended Sep 30, 2011 | Nine Months Ended Sep 30, 2011 | Inception to Sep 30, 2011 |
|---|---|---|---|
| Revenue | $0 | $0 | $0 |
| Net Loss | $(1,015) | $(2,455) | $(5,572) |
| Loss Per Share (Basic) | $(0.01) | $(0.02) | $(0.06) |
| Cash and Cash Equivalents | $0 | $0 | $0 |
| Total Assets | $0 | $0 | $0 |
| Total Liabilities | $4,572 | $4,572 | $4,572 |
| Stockholders' Deficit | $(4,572) | $(4,572) | $(4,572) |
| Shares Outstanding | 100,000 | 100,000 | 100,000 |
Liquidity and Debt: The company has zero cash on hand. Liabilities consist of a $3,517 advance from a shareholder and $1,055 in accrued expenses (primarily professional fees). The company relies on shareholder loans to fund operations.
Material Changes
- Cash Position: Cash balances remained at $0 throughout the period. Net cash used in operating activities for the nine months ended September 30, 2011, was $3,400, fully offset by a $3,400 advance from a shareholder.
- Accumulated Deficit: The accumulated deficit increased from $(3,117) at December 31, 2010, to $(5,572) at September 30, 2011, driven by general and administrative expenses totaling $2,455 for the nine-month period.
- Liabilities: Current liabilities increased from $2,117 to $4,572, primarily due to increased shareholder advances.
Outlook, Risks, and Unusual Items
- Going Concern: Management explicitly states that the company's negative working capital, negative equity, and lack of revenue raise substantial doubt about its ability to continue as a going concern. Continuation is dependent on securing a business combination or additional financing.
- Strategic Development: Subsequent to the balance sheet date, the company executed a Letter of Intent to acquire 100% of the stock of Pizza Fusion Holdings Inc., a privately held company franchising an organic pizza concept. No definitive agreement has been signed, and the merger is not guaranteed.
- Related Party Transactions: The company receives office space from its Director at no cost, which was deemed immaterial and not recorded as rent expense. Accrued expenses include professional fees incurred by the Director.
- Risks: The company anticipates incurring costs for Exchange Act filings and consummating an acquisition. It has no agreements for future financing and relies on the continued interest of stockholders or investors.
Investor Verification Checklist
- Merger Status: Verify the current status of the Letter of Intent with Pizza Fusion Holdings Inc. and whether a definitive agreement has been executed.
- Financing: Confirm if the shareholder providing advances is willing to continue funding operations pending a merger, given the company has zero cash.
- Going Concern: Assess the timeline for the proposed merger against the company's ability to meet ongoing filing and administrative costs without additional capital.
- Related Party Fees: Review the nature and amount of accrued expenses owed to the Director to ensure no undisclosed conflicts of interest.