UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K





[X]
                                      ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended:  December
      31, 2008[  ]
                                      TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACTFor
      the transition period from _________ to ________Commission
      file number:  333-152535





Buyonate, Inc.(Exact
      name of registrant as specified in its charter)Nevada
                                                      98-0550385(State
      or other jurisdiction of incorporation or organization)
                                                      (I.R.S.
      Employer Identification No.)2620
      Regatta Dr., Suite 102
                                                        Las Vegas, NV
                                                      89128(Address
      of principal executive offices)
                                                      (Zip
      Code)Registrant’s
      telephone number:  1-888-419-2112Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class
                                                      Name
      of each exchange on which registerednone
                                                      not applicableSecurities
      registered under Section 12(g) of the Exchange Act:Title
      of each class
                                                      Name
      of each exchange on which registerednone
                                                      not
applicable


Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes [  ] No
[X]





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes
[  ]       No
[X]





Check
whether the Issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act during the past 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 if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. 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.





Large
accelerated filer [  ] Accelerated filer [  ]
Non-accelerated filer [  ] 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
[  ]





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter. Not
available





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date.  4,810,000 as of December 31,
2008.




Table
of Contents




TABLEOF
CONTENTS





PagePART IItem 1.
                                                  Business
                                                  3Item 1A.
                                                  Risk Factors
                                                  8Item 1B.
                                                  Unresolved Staff Comments
                                                  9Item 2.
                                                  Properties
                                                  9Item 3.
                                                  Legal Proceedings
                                                  9Item 4.
                                                  Submission of Matters to a Vote of Security
      Holders
                                                  9PART IIItem 5.
                                                  Market for Registrant’s Common Equity and Related Stockholder
      Matters and Issuer Purchases of Equity Securities
                                                  9Item 6.
                                                  Selected Financial Data
                                                  11Item 7.
                                                  Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
                                                  11Item 7A.
                                                  Quantitative and Qualitative Disclosures About Market
      Risk
                                                  15Item 8.
                                                  Financial Statements and Supplementary Data
                                                  15Item 9.
                                                  Changes In and Disagreements With Accountants on Accounting and
      Financial Disclosure
                                                  15Item 9A(T).
                                                  Controls and Procedures
                                                  15Item 9B.
                                                  Other Information
                                                  17PART IIIItem 10.
                                                  Directors, Executive Officers and Corporate
      Governance
                                                  17Item 11.
                                                  Executive Compensation
                                                  19Item 12.
                                                  Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters
                                                  21Item 13.
                                                  Certain Relationships and Related Transactions, and Director
      Independence
                                                  22Item 14.
                                                  Principal Accountant Fees and Services
                                                  22PART
      IVItem 15.
                                                  Exhibits, Financial Statement Schedules
                                                  23





2
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of Contents




PART I




Item1.   Business





Our
Business





Overview
of the Company





We were
incorporated on July 9, 2007. We are focused on developing and offering software
products for the creation of interactive digital software for
children.  Our offices are currently located at:2620 Regatta
Dr., Suite 102, Las Vegas, NV 89128. Our telephone number is 1-888-419-2112. We
have secured a domain name - www.buyonate.com,
which remains under construction as of the date of this annual
report.  We are waiting to complete the development of our software,
discussed below, before we complete the site.





Objectives





We are in
the business of developing user-friendly/child friendly interactive digital
software for children between the ages of 5 to 12 years old. The software will
allow them to create and burn their own interactive Digital Memories FunBook on
CD/DVD. They will be able to watch and play with their Digital Memories FunBook
on a personal computer or DVD. Our software will allow for uploading photos,
video, music and text to their Digital Memories FunBook.  The software
will enable children to turn their videos, music and digital photos into an
interactive Digital Memories FunBook on CD/DVD based on their school events,
family time together, friends and activities. Our target market is primarily
elementary aged children between 5 to 12 years of age who wish to capture their
school, family and friends memories in a fun and interesting way and to be able
to save those memories to watch and play for years to come.





Our
planned software involves the following simple three-step process for the
creation of the interactive Digital Memories FunBook





We intend
to use a simple three step process for the creation of the interactive Digital
Memories FunBook as follows:





·
            Add
  Media


A child,
possibly with parental supervision, creates galleries to put their pictures
into. They then import photos and videos from a digital camera, scanner, hard
drive and the internet to the galleries they have created.





·
            Add
      Text


There
will be different sections or categories built in to the Memories FunBook where
they can add text such as:





1)
            The
      Phone Book – they will be able to add the names, phone numbers and
      addresses of their family, friends, teachers and emergency
      numbers.




3
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of Contents


2)
            The
      Birthday Page – this section lets them add the names and birthdates of
      their friends and family.





3)
            The
      Galleries – this is where they will be able to add text naming their
      Galleries of pictures and ad names or stories to each individual picture.





·
            Add
  Audio


This
section lets the child add his or her favorite music to the Memories
FunBook.





We plan to
develop a software product that will be easy enough for young children to
use





Realizing
that children ages 5 and up are new to navigating software programs, we intend
on developing our software to be user friendly to young children without the use
of manuals and hours of practice. Regardless of the child’s level of computer
literacy, our software product will be easy to install, provide useful features,
contain help support, be extremely easy to navigate and have fun and interactive
games to play.





We intend to
concentrate our efforts on Software Functions





The
digital Memories FunBook software will contain basic functions,
including:





·
            Easy
      and fast uploading, supporting a wide variety of formats such as: BMP,
      GIF, JPG, AVI, MPG, WMV, MP3


·
            Photo,
      video and text preview at any time


·
            Adding
      text to various sections of the
FunBook


·
            Ability
      to burn their digital Memories FunBook onto
  CD/DVD.


·
            Games
      and fun activities that the child will use to interact with the photos
      they upload





When
completed, our website will enable customers to place orders, purchase and
download Memories Funbook software. Once the customer selects to purchase our
product they are then directed to our order fulfillment page to complete their
order billing and shipping information if they request a hard copy rather than
download the software from our website. The customer is then asked to agree with
our terms and conditions of sale, and if in agreement, they are directed to the
checkout page where PayPal information is requested. On completion, a final step
displays the order and payment information for final confirmation by the
customer.  The customer then receives an email summarizing the order,
shipping and payment information.  We receive an identical email for
order processing and fulfillment.





Once we
set up our website and complete our software development, customers can purchase
and download our software directly from our website. We plan to price our
software at below $200.00 US for a downloadable version and slightly higher for
a boxed or hard copy version. Our revenues will come from online sales of our
software.





We do not
currently have sufficient capital to operate our business, and we will require
additional funding in the future to sustain our operations. There is no
assurance that we will have revenue in the future or that we will be able to
secure the necessary funding to develop our business.




4
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of Contents





Industry
Background





Internet-based
transactions between shoppers and merchants have grown rapidly in recent years.
This growth is the result of the penetration of broadband technologies and
increased Internet usage and the emergence of compelling commerce opportunities
and a growing awareness among shoppers of the convenience and other benefits of
online shopping.





Industry
estimates of the Growing Internet Population and Internet Penetration
Levels





Based on
a research report prepared by Morgan Stanley:





-
We believe that the Internet is still in the early stages of becoming a central
communications, information, commerce, and entertainment medium. We estimate
there are over 800+ million Internet users worldwide using the Internet an
estimated average of 30-45 minutes per day.





-
We expect the number of Internet users to grow at 10-15% annually for the next
several years, with stronger growth in non-US markets.





-
And we believe that usage growth (in part because of ongoing broadband adoption)
should continue to be higher (perhaps 20-30%), thus demonstrating compelling
underlying growth trends.





-
Given this relatively robust underlying growth, we continue to believe that the
leading Internet companies should, over time, be able to generate strong
double-digit top-line growth, and as the financial models scale towards higher
long-term margins, should be able to generate even stronger earnings growth --
AKA leverage.





Source:
Mary Meeker, Brian Pitz, and Brian Fitzgerald, "Internet Trends, "a Morgan
Stanley Research Report, http://www.morganstanley.com/institutional/techresearch





Growth
of Electronic Commerce





Forrester
Research believes that electronic commerce activity in the United States, fueled
by a steady stream of new online shoppers and new product category sales, will
grow at a compounded annual growth rate of 19% over the next five
years.





US online
retail reached $175 billion in 2007 and is projected to grow to $335 billion by
2012. Business-to-consumer (B2C) eCommerce continues its double-digit
year-over-year growth rate, in part because sales are shifting away from stores.
Source: Forrester Research, (C) 2003, Forrester Research, Inc. http://www.forrester.com/rb/search/results.jsp?N=133001+50985+51001





5
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of Contents




Marketing
Strategy




We plan
to market our interactive digital Memories FunBook software with a web-based
marketing campaign.  This web-based campaign will include the
following:




E-mail marketing




We have
budgeted $5,000 from our marketing budget for an e-mail campaign. Emails will be
sent only to those which have asked for or shown an interest in receiving
information about our software.




Catalogue
Advertising




One of
the sources for advertising our Memories FunBook software is by placing ads in
software distributor catalogues. These catalogues are distributed to elementary
and high schools across Canada and the United States as well as the general
public and to retail outlets selling software.




Given the
ease with which statistics can be collected on the number of times catalogue ads
have been successful by users, there is strong evidence that they can be very
effective. Nevertheless, it is difficult to determine whether these catalogue
ads are more or less effective than other forms of advertising.




We
budgeted $5,000 from our marketing campaign for software distributor catalogue
advertising.  We intend to place ads in catalogues that specifically
target parents and children between the ages of 5 to 12.




Submission
to Directories and Search Engines




We plan
to submit our website to directories and search engines in order to increase our
presence on the Internet, as well as to get better rankings on search results.
There are many directories to which we plan to submit our website for free, such
as Google (http://www.google.com),
Yahoo (http://www.yahoo.com
– regional Yahoos also exist), AltaVista (http://www.altavista.com)
and Excite (http://www.excite.com).
There are literally hundreds of such directories where we can list our software
at no cost to the company.




Distribution
of Software





We plan
to price our software at below $200.00 for a downloadable version and slightly
higher for a boxed version. According to our business model, the majority of our
revenues should come from online sales of our software.





When our
product is ready for commercial sale, we will enter into an agreement with
PayPal to act as our credit card merchant.  PayPal is a
financial  company
that  accepts  and  clears  all  customer  credit  card  payments  on  behalf
of participating  merchants,  such as our company. There are
no short or long term contracts or obligations associated with the use of
PayPal.  PayPal accepts all major credit cards (Visa, MasterCard,
Discover, American Express, ECheque, and transfer of funds to and from bank
accounts.)





PayPal
commission varies between 1.9% to 2.9% + $0.55 per transaction.




6
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of Contents





PayPal
rate structure:





$0.00
      -$3,000.00
                          2.9%
      + $0.55$3,000.01
      -$12,000.00
                          2.5%
      + $0.55$12,000.01
      -$125,000.00
                          2.2%
      + $0.55$125,000.00
                          1.9%
      +
$0.55





Sources
and Availability of Products and Supplies




There are
no constraints on the sources or availability of products and supplies related
to our business. We are producing our own software product and the distribution
of the software product and services will be primarily over the
internet.




Dependence
on One or a Few Major Customers




We plan
on selling our software products and services directly to our target market over
the internet. Our Memories Funbook software will be priced for mass market
consumption. Therefore, we do not anticipate dependence on one or a few major
customers for at least the next 12 months or the foreseeable
future.





Our
Target Market





We plan
to market our interactive digital software to elementary aged children between
the ages of 5 to 12. The research below is based on students K-12 enrolled in
schools throughout the US and Canada. This gives us the opportunity to estimate
the number of potential customers within our target market.





According
to the following surveys in the United States and Canada, our target market in
North America is very large:





The U.S.
Census Bureau’s estimate for the number of students in 2003, 75 million people —
more than one-fourth of the U.S. population age 3 and older — were in school
throughout the country. ( http://www.census.gov/Press-Release/www/releases/archives/education/005157.html
)





There are
over 150,000 K-12 schools in the US. (http://www.allschoolsandlearning.com
)





These
numbers do not include online schools.





According
to Statistics Canada, based on a census conducted in 2006, the number of school
aged children under 15 residing in Canada was 5,644,600 (http://www40.statcan.ca/l01/cst01/demo10a.htm).





Based on
the foregoing information, we believe that attracting only a small percentage of
our target market in North America will enable us to operate profitably. There
can be no assurance, however, that our software products will appeal to our
target market.




7
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of Contents





Competition





Buyonate’s
competition comes from several industry participants which include companies
such as Surplus CD- Rom (http://www.surpluscdrom.com) and Rusty and Rosy Learn
With Me (http://www.rustyandrosy.ca)
These companies currently dominate the online children’s software market and we
expect them to remain the dominant force for the time being.





Intellectual
Property





We
intend, in due course, subject to legal advice, to apply for trademark
protection and/or copyright protection in the United States, Canada, and other
jurisdictions.





We intend
to aggressively assert our rights trademark and copyright laws to protect our
intellectual property, including product design, product research and concepts
and recognized trademarks. These rights are protected through the acquisition of
trademark registrations, the maintenance of copyrights, and, where appropriate,
litigation against those who are, in our opinion, infringing these
rights.





While
there can be no assurance that registered trademarks and copyrights will protect
our proprietary information, we intend to assert our intellectual property
rights against any infringer. Although any assertion of our rights can result in
a substantial cost to, and diversion of effort by, our company, management
believes that the protection of our intellectual property rights is a key
component of our operating strategy.





Regulatory
Matters





We are
unaware of and do not anticipate having to expend significant resources to
comply with any governmental regulations of our software products. We are
subject to the laws and regulations of those jurisdictions in which we plan to
sell our product, which are generally applicable to business operations, such as
business licensing requirements, income taxes and payroll taxes. In general, the
development and operation of our website is not subject to special regulatory
and/or supervisory requirements.





Employees





We have
no other employees other than our officers and directors.





Environmental
Laws





We have
not incurred and do not anticipate incurring any expenses associated with
environmental laws.





Item1A.   Risk Factors.





A smaller
reporting company is not required to provide the information required by this
Item.




8
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of Contents





Item1B.   Unresolved Staff Comments





A smaller
reporting company is not required to provide the information required by this
Item.





Item2.   Properties





Our
executive and head office is located at Suite 102 – 2620 Regatta Dr., Las Vegas,
NV 89128. This is a shared office facility, which offers office space,
conference and meeting rooms, secretarial and administrative services for $159
monthly. We may cancel upon 30 days written notice.  This location
will serve as our primary executive offices for the foreseeable future. We
believe that our office space and facilities are sufficient to meet our present
needs and do not anticipate any difficulty securing alternative or additional
space, as needed, on terms acceptable to us.





Item3.   Legal Proceedings





We are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.





Item4.   Submission of Matters to a Vote of Security
Holders





No
matters were submitted to a vote of the Company's shareholders during the fiscal
year ended December 31, 2008.




PART II





Item5.    Market for Registrant’s Common Equity
and Related Stockholder Matters and Issuer Purchases of Equity
Securities





Market
Information





Our
common stock is currently quoted on the OTC Bulletin Board (“OTCBB”), which is
sponsored by FINRA. The OTCBB is a network of security dealers who buy and sell
stock. The dealers are connected by a computer network that provides information
on current "bids" and "asks", as well as volume information. Our shares are
quoted on the OTCBB under the symbol “BUYO.”





The
following table sets forth the range of high and low bid quotations for our
common stock for each of the periods indicated as reported by the OTCBB. These
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions.





Fiscal
      Year Ending December 31, 2008Quarter
      Ended
                
                High
      $
                
                Low
      $December
      31, 2008
                
                N/A
                
                N/ASeptember
      30, 2008
                
                N/A
                
                N/AJune
      30, 2008
                
                N/A
                
                N/AMarch
      31, 2008
                
                N/A
                
                N/A





9
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of Contents





Fiscal
      Year Ending December 31, 2007Quarter
      Ended
                      
                      High
      $
                      
                      Low
      $December
      31, 2007
                      
                      N/A
                      
                      N/ASeptember
      30, 2007
                      
                      N/A
                      
                      N/A





Penny
Stock





The SEC
has adopted rules that regulate broker-dealer practices in connection with
transactions in penny stocks. Penny stocks are generally equity securities with
a market price of less than $5.00, other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system, provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange or system. The penny stock rules require
a broker-dealer, prior to a transaction in a penny stock, to deliver a
standardized risk disclosure document prepared by the SEC, that: (a) contains a
description of the nature and level of risk in the market for penny stocks in
both public offerings and secondary trading; (b) contains a description of the
broker's or dealer's duties to the customer and of the rights and remedies
available to the customer with respect to a violation of such duties or other
requirements of the securities laws; (c) contains a brief, clear, narrative
description of a dealer market, including bid and ask prices for penny stocks
and the significance of the spread between the bid and ask price; (d) contains a
toll-free telephone number for inquiries on disciplinary actions; (e) defines
significant terms in the disclosure document or in the conduct of trading in
penny stocks; and (f) contains such other information and is in such form,
including language, type size and format, as the SEC shall require by rule or
regulation.





The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer with (a) bid and offer quotations for the penny stock; (b)
the compensation of the broker-dealer and its salesperson in the transaction;
(c) the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market for
such stock; and (d) a monthly account statement showing the market value of each
penny stock held in the customer's account.





In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement as to transactions involving
penny stocks, and a signed and dated copy of a written suitability
statement.





These
disclosure requirements may have the effect of reducing the trading activity for
our common stock. Therefore, stockholders may have difficulty selling our
securities.




10
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of Contents





Holders
of Our Common Stock





As of
December 31, 2008, we had thirty-six (36) shareholders of
record.





Dividends





There are
no restrictions in our articles of incorporation or bylaws that prevent us from
declaring dividends.  The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where after giving effect to the
distribution of the dividend:





1.
            we
      would not be able to pay our debts as they become due in the usual course
      of business, or;


2.
            our
      total assets would be less than the sum of our total liabilities plus the
      amount that would be needed to satisfy the rights of shareholders who have
      preferential rights superior to those receiving the
      distribution.





We have
not declared any dividends and we do not plan to declare any dividends in the
foreseeable future.





Securities
Authorized for Issuance under Equity Compensation Plans





We do not
have any equity compensation plans.





Item6.   Selected Financial Data





A smaller
reporting company is not required to provide the information required by this
Item.





Item7.  Management’s Discussion and Analysis of Financial
Condition and Results of Operations





Forward-Looking
Statements





Certain
statements, other than purely historical information, including estimates,
projections, statements relating to our business plans, objectives, and expected
operating results, and the assumptions upon which those statements are based,
are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements generally are identified by the words “believes,” “project,”
“expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,”
“will,” “would,” “will be,” “will continue,” “will likely result,” and similar
expressions. We intend such forward-looking statements to be covered by the
safe-harbor provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and are including this statement for
purposes of complying with those safe-harbor provisions. Forward-looking
statements are based on current expectations and assumptions that are subject to
risks and uncertainties which may cause actual results to differ materially from
the forward-looking statements. Our ability to predict results or the actual
effect of future plans or strategies is inherently uncertain. Factors which
could have a material adverse affect on our operations and future prospects on a
consolidated basis include, but are not limited to: changes in economic
conditions, legislative/regulatory changes, availability of capital, interest
rates, competition, and generally accepted accounting principles. These risks
and uncertainties should also be considered in evaluating forward-looking
statements and undue reliance should not be placed on such statements. We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
Further information concerning our business, including additional factors that
could materially affect our financial results, is included herein and in our
other filings with the SEC.




11
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of Contents





Plan
of Operation





We are a
development stage company with limited operations and no revenues from our
business operations.  Our auditors have issued a going concern
opinion. This means that our auditors believe there is substantial doubt that we
can continue as an on-going business for the next twelve months. We do not
anticipate that we will generate any revenues until we complete the development
of our interactive memories funbook software. Accordingly, we must raise cash
from sources other than our operations in order to implement our marketing
plan.




Our
Memories Funbook software




We have
not yet completed development of our Memories Funbook software as of the date of
this annual report.  Our primary task in the next twelve months is to
complete our software and upload it to our website.  Because of the
time it has taken thus far and the problems we have encountered in developing
our software, however, we have also considered working with competing companies
that have existing software products, similar to those we hope to develop, to
market on our website.  We have been in discussions with Yearbooklife
Creator, which develops software for use in schools and in the military. Before
we decide on using competing products for our website and continuing discussions
with companies such as Yearbooklife, we first intend to determine whether we are
able to complete our Memories Funbook software.  Our software
developer is having some trouble adjusting our software to PC and Mac. We hope
to have more information about these developments in the next
report.





Our
target market





Our
initial target market is the parents of and elementary aged children between the
ages of 5 to 12 in the United States and Canada.





Our
mission





Our
mission is to take the traditional scrap book and photo album to a new level by
using the vast collection of photos, video, audio and text in an interactive,
and very easy to use digital software especially designed to appeal to schools,
teachers, parents and their children.




12
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of Contents





Our
business objectives are:





·
            To
      develop an  interactive digital software that will benefit
      elementary aged children giving them the opportunity to not just
      create but also burn their own digital Memories FunBooks on CD/DVD for
      their friends, family and themselves. This software will  be
      offered to schools as well as the general public targeted for children
      between the ages of 5 to 12;


·
            To
      execute our web-based marketing campaign and to create interest in our
      product; and


·
            To
      establish a brand name that will be associated with user-friendly
      interactive digital software.




During
the first stages of our growth, our officers and directors will provide all of
the labour required to execute our business plan at no charge, except we do
intend to hire a website programmer on a contract basis for two months at an
estimated cost of $10,000 to finish and upgrade our website and we do plan to
outsource initial software development tasks at an estimated cost of
$15,000.





Estimated
Expenses for the Next Twelve Month Period





These
costs are estimates provided to us by a software developer:




Version
      for PC
              $7,500Version
      for Mac
              $7,500The
      total project cost:
              $15,000





The
following provides an overview of our expenses to fund our plan of operation
over the next twelve months:





oLegal
      , Accounting and Transfer Agent fees
                $
                10,000oSoftware
      development
                $
                15,000oWebsite
      development
                $
                10,000oMarketing
      and advertising
                $
                10,000oOffice
      Rent
                $
                1,900oOffice
      Equipment and supplies
                $
                1,200Total
                $
                48,100


Results
of Operations for the Year Ended December 31, 2008 and Period from July 9, 2007
(Inception) Through December 31, 2008





We
generated no revenue for the period from July 9, 2007 (Date of Inception) until
December 31, 2008.  We do not anticipate earning revenues until we are
able to successfully market our interactive digital software for
children.





Our
operating expenses were $40,887 for the year ended December 31, 2008, and
$40,887 for the period from July 9, 2007 (Inception) until December 31,
2008.  Our operating expenses for the year ended December 31, 2008
consisted of $24,608 in general and administrative expenses and $16,279 in
professional fees.  Our operating expenses for the period from July 9,
2007 until December 31, 2008 consisted of $24,608 in general and administrative
expenses and $16,279 in professional fees.




13
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We,
therefore, recorded a net loss of $40,887 for the year ended December 31, 2008,
and $40,887 for the period from July 9, 2007 (Date of Inception) until December
31, 2008.





We
anticipate our operating expenses will increase as we implement our business
plan. The increase will be attributable to expenses to implement our business
plan and the professional fees to be incurred in connection with our becoming a
reporting company under the Securities Exchange Act of 1934.





Liquidity
and Capital Resources




We had
$13 in current assets consisting solely of cash at December 31,
2008.  We had no current liabilities as of December 31, 2008. As such,
at December 31, 2008, we had working capital of $13.




Funds
currently available will not satisfy our working capital requirements for the
next twelve months. Estimated funding required during the twelve month period is
$48,100.  Given our cash position, we will need to raise capital
immediately to continue as a going concern.




We have
never had any income from operations. We will require additional funds to
implement our plans. These funds may be raised through equity financing, debt
financing, or other sources, which may result in the dilution in the equity
ownership of our shares. We will also need more funds if the costs of the
development of our website costs greater than we have budgeted. We will also
require additional financing to sustain our business operations if we are not
successful in earning revenues. We currently do not have any arrangements for
further financing and we may not be able to obtain financing when required. Our
future is dependent upon our ability to obtain financing.




The
continuation of our business is dependent upon us obtaining further financing,
the successful development of our website, a successful marketing and promotion
program, attracting and, further in the future, achieving a profitable level of
operations. The issuance of additional equity securities by us could result in a
significant dilution in the equity interests of our current stockholders.
Obtaining commercial loans, assuming those loans would be available, will
increase our liabilities and future cash commitments.




There are
no assurances that we will be able to obtain further funds required for our
continued operations. We will pursue various financing alternatives to meet our
immediate and long-term financial requirements. There can be no assurance that
additional financing will be available to us when needed or, if available, that
it can be obtained on commercially reasonable terms. If we are not able to
obtain the additional financing on a timely basis, we will be unable to conduct
our operations as planned, and we will not be able to meet our other obligations
as they become due. In such event, we will be forced to scale down or perhaps
even cease our operations.




14
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Going
Concern




We have
accumulated deficit of $40,887 as of December 31, 2008.  We currently
have no liquidity, and have not completed our efforts to establish a stabilized
source of revenues sufficient to cover operating costs over an extended period
of time.




Management
anticipates that we will be dependent, for the near future, on additional
investment capital to fund operating expenses. We intend to position the company
so that it may be able to raise additional funds through the capital markets. In
light of management’s efforts, there are no assurances that we will be
successful in this or any of our endeavors or become financially viable and
continue as a going concern.




Purchase
of Significant Equipment




We do not
expect to purchase any significant equipment over the twelve
months.




Employees




Currently
our only employees are our directors and officers. We do not expect any other
material changes in the number of employees over the next 12
months.




Off
Balance Sheet Arrangements





As of
December 31, 2008, there were no off balance sheet arrangements.





Item7A.   Quantitative and Qualitative Disclosures
About Market Risk





A smaller
reporting company is not required to provide the information required by this
Item.





Item8.   Financial Statements and Supplementary
Data





See the
financial statements annexed to this annual report.





Item9.   Changes In and Disagreements with
Accountants on Accounting and Financial Disclosure





No events
occurred requiring disclosure under Item 307 and 308 of Regulation S-K during
the fiscal year ending December 31, 2008.





Item9A(T).  Controls and Procedures





Evaluation
of Controls and Procedures





We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of December 31, 2008.  This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer, Mr. Husni Hassadiyeh, and our Chief Financial Officer, Ms.
Inbar Kuta.  Based upon that evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that, as of December 31, 2008, our
disclosure controls and procedures are effective.  There have been no
significant changes in our internal controls over financial reporting during the
quarter ended December 31, 2008 that have materially affected or are reasonably
likely to materially affect such controls.




15
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of Contents





Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.





Limitations on the
Effectiveness of Internal Controls





Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud and
material error. Our disclosure controls and procedures are designed to provide
reasonable assurance of achieving our objectives and our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures are effective at that reasonable assurance level.  Further,
the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within our company have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
internal control. The design of any system of controls also is based in part
upon certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions. Over time, control may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate.





Management’s
Annual Report on Internal Control over Financing Reporting





This
annual report does not include a report of management's assessment regarding
internal control over financial reporting or an attestation report of the
company's registered public accounting firm due to a transition period
established by rules of the Securities and Exchange Commission for newly public
companies.





Changes
in Internal Control over Financial Reporting





During
the most recently completed fiscal quarter, there has been no change in our
internal control over financial reporting that has materially affected or is
reasonably likely to materially affect, our internal control over financial
reporting.




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Item9B.   Other Information





None




PART III





Item10.  Directors, Executive Officers and Corporate
Governance





Our
executive officers and directors and their respective ages as of December 31,
2008 are as follows:





Name
                        Position
      Held with theCompany
                        Age
                        Date
      First Electedor
      AppointedMr.
      Husni Hassadiyeh
                        President
      and Director
                        43
                        July
      9, 2007Ms.
      Inbar Kuta
                        Secretary,
      Treasurer and Director
                        21
                        July
      9,
2007





Business
Experience:


The
following is a brief account of the education and business experience of each
director and executive officers, indicating each person's business experience,
and the name and principal business of the organization by which they were
employed.





Mr.
Husni Hassadiyeh





Mr. Husni
Hassadiyeh, our President, and Director since July 9, 2007, is a registered
and licensed oral surgeon in Israel. Mr. Hassadiyeh has devoted and donated many
years of his life and dental practice to helping schools on his own time by
visiting the schools and providing the students with oral care. He has also
organized and been involved with many fund raising activities for schools in
Israel for many years.





Ms.
Inbar Kuta





Ms. Kuta
has been our Secretary, Treasurer and a Director since we were incorporated on
July 9, 2007.  In 2005, Ms. Kuta founded a small volunteer
organization in Israel called Children First, and since then she was its
principal owner and manager. Ms. Kuta developed this organization to help
support children that have financial hardships and need certain supplies to do
well in school. She manages a volunteer support group which solicits donations
of products and services such as clothing, note books, pens and pencils, art
supplies, and transportation if required to and from schools.  She is
a graduate of the Chaklayi School in Israel.





Family
Relationships





There are
no family relationships among our directors or executive officers.




17
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of Contents





Involvement
in Certain Legal Proceedings





To  the
best of our knowledge, during the past five years, none of the
following  occurred with  respect to a present
director,  person nominated to become director, executive officer,
or  control person:  (1)  any bankruptcy petition
filed by or against any business of which such person was a general partner or
executive officer either at  the  time  of the
bankruptcy or within two years prior to that time; (2) any conviction in a
criminal  proceeding  or  being subject to a
pending criminal proceeding (excluding  traffic  violations
and other minor offenses); (3) being subject to any order, judgment or decree,
not subsequently reversed, suspended or  vacated, of  any
court  of  competent  jurisdiction,  permanently  or
temporarily enjoining, barring, suspending or otherwise limiting his or her
involvement in  any  type of business, securities or banking
activities; and (4) being found
by  a  court  of  competent  jurisdiction  (in  a  civil
action), the SEC or the
Commodities  Futures  Trading  Commission to have
violated a federal or state securities or commodities law, and the judgment has
not been reversed, suspended or vacated.




Committees
of the Board




Our
company currently does not have nominating, compensation or audit committees or
committees performing similar functions nor does our company have a written
nominating, compensation or audit committee charter. Our sole director believes
that it is not necessary to have such committees, at this time, because the
functions of such committees can be adequately performed by the board of
directors.




Our
company does not have any defined policy or procedural requirements for
shareholders to submit recommendations or nominations for directors. The board
of directors believes that, given the stage of our development, a specific
nominating policy would be premature and of little assistance until our business
operations develop to a more advanced level. Our company does not currently have
any specific or minimum criteria for the election of nominees to the board of
directors and we do not have any specific process or procedure for evaluating
such nominees. The sole director on the board of directors, as the case may be,
will assess all candidates, whether submitted by management or shareholders, and
make recommendations for election or appointment.




A
shareholder who wishes to communicate with our board of directors may do so by
directing a written request addressed to our President and director, Mr. Husni
Hassadiyeh, at the address appearing on the first page of this annual
report.




Audit
Committee Financial Expert




Our board
of directors has determined that we do not have a board member that qualifies as
an "audit committee financial expert" as defined in Item 407 of Regulation S-K,
nor do we have a Board member that qualifies as "independent" as the term is
used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of
1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA
Rules.




18
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of Contents




We
believe that our board of directors is capable of analyzing and evaluating our
financial statements and understanding internal controls and procedures for
financial reporting. The board of directors of our company does not believe that
it is necessary to have an audit committee because management believes that the
functions of an audit committee can be adequately performed by the sole
director. In addition, we believe that retaining an independent director who
would qualify as an "audit committee financial expert" would be overly costly
and burdensome and is not warranted in our circumstances given the stage of our
development and the fact that we have not generated any positive cash flows from
operations to date.





Code
of Ethics





As of
December 31, 2008, we had not adopted a Code of Ethics for Financial Executives,
which would include our principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing
similar functions.





Item11.  Executive Compensation





Summary
Compensation Table





The table
below summarizes all compensation awarded to, earned by, or paid to both to our
officers and to our directors for all services rendered in all capacities to us
for our fiscal years ended December 31, 2008 and 2007.





SUMMARY
      COMPENSATION TABLENameand
                    principalposition
                  Year
                  Salary($)
                  Bonus
                    ($)
                  Stock
                    Awards
                    ($)
                  Option
                    Awards
                    ($)
                  Non-Equity
                    Incentive
      Plan
                    Compensation
                    ($)
                  Nonqualified
                    Deferred
                    Compensation
                    Earnings
      ($)
                  All
      Other
                    Compensation
                    ($)
                  Total
                    ($)Mr. Husni HassadiyehPresident, Chief Executive Officer, Principal Executive
      Officer,
                    and
      Director
                  2007
                    
                    2008
                  0
                    
                    0
                  0
                    
                    0
                  0
                    
                    0
                  0
                    
                    0
                  0
                    
                    0
                  0
                    
                    0
                  0
                    
                    0
                  0
                    
                    0Ms.
      Inbar Kuta
                    Secretary,
      Treasurer, Chief Financial Officer, Principal Financial
      Officer,
                    Principal
      Accounting Officer
                  2007
                    
                    2008
                  0
                    
                    0
                  0
                    
                    0
                  0
                    
                    0
                  0
                    
                    0
                  0
                    
                    0
                  0
                    
                    0
                  0
                    
                    0
                  0
                    
                    0
  19
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of Contents





Narrative
Disclosure to the Summary Compensation Table





We have
not entered into any employment agreement or consulting agreement with our
executive officers.  There are no arrangements or plans in which we
provide pension, retirement or similar benefits for executive
officers.





Although
we do not currently compensate our officers, we reserve the right to provide
compensation at some time in the future.  Our decision to compensate
officers depends on the availability of our cash resources with respect to the
need for cash to further our business purposes.





Outstanding
Equity Awards at Fiscal Year-End





The table
below summarizes all unexercised options, stock that has not vested, and equity
incentive plan awards for each named executive officer as of December 31,
2008.





OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR-ENDOPTION
      AWARDS
                    STOCK
      AWARDSName
                    Number
      of
                      Securities
                      Underlying
                      Unexercised
                      Options
                      (#)
                      Exercisable
                    Number
      of
                      Securities
                      Underlying
                      Unexercised
                      Options
                      (#)
                      Unexercisable
                    Equity
                      Incentive
                      Plan
                      Awards:
                      Number
      of
                      Securities
                      Underlying
                      Unexercised
                      Unearned
                      Options
                      (#)
                    Option
                      Exercise
                      Price
                      ($)
                    Option
                      Expiration
                      Date
                    Number
                      of
                      Shares
                      or
      Units
                      of
                      Stock
      That
                      Have
                      Not
                      Vested
                      (#)
                    Market
                      Value
                      of
                      Shares
                      or
                      Units
                      of
                      Stock
                      That
                      Have
                      Not
                      Vested
                      ($)
                    Equity
                      Incentive
                      Plan
                      Awards:
                      Number
                      of
                      Unearned
                      Shares,
                      Units
      or
                      Other
                      Rights
                      That
      Have
                      Not
                      Vested
                      (#)
                    Equity
                      Incentive
                      Plan
                      Awards:
                      Market
      or
                      Payout
                      Value
      of
                      Unearned
                      Shares,
                      Units
      or
                      Other
                      Rights
                      That
                      Have
      Not
                      Vested
                      (#)Mr.
      Husni Hassadiyeh
                    -
                    -
                    -
                    -
                    -
                    -
                    -
                    -
                    -Ms.
      Inbar Kuta
                    -
                    -
                    -
                    -
                    -
                    -
                    -
                    -
                    -





Stock
Option Grants





We have
not granted any stock options to the executive officers or directors since our
inception.




20
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of Contents





Director
Compensation





We do not
pay any compensation to our directors at this time. However, we reserve the
right to compensate our directors in the future with cash, stock, options, or
some combination of the above.





We have
not reimbursed our directors for expenses incurred in connection with attending
board meetings nor have we paid any directors fees or other cash compensation
for services rendered as a director in the year ended December 31,
2008.





Stock
Option Plans





We did
not have a stock option plan as of December 31, 2008





Item12.  Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder
Matters





The
following table sets forth, as of December 31, 2008 certain information with
respect to the beneficial ownership of our common stock by each shareholder
known by us to be the beneficial owner of more than 5% of our common stock and
by our current sole director and executive officer.  The shareholder
has sole voting and investment power with respect to the shares of common stock,
except as otherwise indicated.  Beneficial ownership consists of a
direct interest in the shares of common stock, except as otherwise
indicated.





Title
      of Class
                                    Name
      and Address of Beneficial Owner (2)
                                    Amount
      and Natureof
      Beneficial Ownership
                                    Percentage
      of Class (1)Common
      Stock
                                    Mr.
      Husni Hassadiyeh
                                    2,000,000
                                    41.58%Common
      Stock
                                    Ms.
      Inbar Kuta
                                    2,000,000
                                    41.58%All
      officers as a Group
                                    
                                    4,000,000
                                    83.16%(1)
                                    Based
      on 4,810,000 shares of our common stock outstanding. As used in this
      table, "beneficial ownership" means the sole or shared power to vote, or
      to direct the voting of, a security, or the sole or shared investment
      power with respect to a security (i.e., the power to dispose of, or to
      direct the disposition of, a security).  In addition, for
      purposes of this table, a person is deemed, as of any date, to have
      "beneficial ownership" of any security that such person has the right to
      acquire within 60 days after such date.(2)
                                    The
      address for Mr. Husni Hassadiyeh is P.O. Box 1329, St. 2,
      Fureidis,  3898, Israel
                                      The
      address for Ms. Inbar Kuta is 3 Talpiyut St. Karkur-Pardess Hana, Israel,
      37000




Changes
in Control




We are
unaware of any contract, or other arrangement or provision of our Articles of
Incorporation or Bylaws, the operation of which may at a subsequent date result
in a change of control of our company.




21
 Table
of Contents




Item13.   Certain Relationships and Related
Transactions, and Director Independence





None of
our directors or executive officers, nor any proposed nominee for election as a
director, nor any person who beneficially owns, directly or indirectly, shares
carrying more than 5% of the voting rights attached to all of our outstanding
shares, nor any members of the immediate family (including spouse, parents,
children, siblings, and in-laws) of any of the foregoing persons has any
material interest, direct or indirect, in any transaction over the last two
years or in any presently proposed transaction which, in either case, has or
will materially affect us.





Item14.   Principal Accounting Fees and
Services





Below is
the table of Audit Fees (amounts in US$) billed by our auditor in connection
with the audit of the Company’s annual financial statements for the years
ended:





Financial
      Statements for the Year Ended December 31
                    Audit
      Services
                    Audit
      Related Fees
                    Tax
      Fees
                    Other
      Fees2008
                    $4,000
                    -
                    -
                    -2007
                    $4,000
                    -
                    -
                    -





22
 Table
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PART IV





Item15.   Exhibits, Financial Statements
Schedules





Index to
Financial Statements Required by Article 8 of Regulation S-X:





Audited
      Financial Statements:F-1
                              Report of Independent Registered Public Accounting
      FirmF-2
                              Consolidated Balance Sheets as of December 31,
      2008  and 2007;F-3
                              Statements of Operations for the year ended December 31, 2008,
      the period from inception to December 31, 2007, and the period from
      inception to December 31, 2008;F-4
                              Statement of Stockholders’ Equity for period from inception to
      December 31, 2008;F-5
                              Statements of Cash Flows for the year ended December 31, 2008,
      the period from inception to December 31, 2007, and the period from
      inception to December 31, 2008;F-6
                              Notes to Financial
Statements








Exhibit
      Number
                              Description3.1
                              Articles
      of Incorporation, as amended (1)3.2
                              Bylaws,
      as amended (1)23.1
                              Consent
      of Moore & Associates Chartered31.1
                              Certification of Chief Executive Officer pursuant to
      Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200231.2
                              Certification of Chief Financial Officer pursuant to
      Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200232.1
                              Certification of Chief Executive Officer and Chief
      Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of
  2002





1
            Incorporated
      by reference to the Registration Statement on Form S-1 filed on July 25,
      2008.





23
 Table
of Contents





SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





Buyonate,
Inc.





By:
            /s/
      Husni HassadiyehHusni
      Hassadiyeh, President and Director
              (Principal
      Executive Officer)March
      5, 2009





In accordance with Section 13 or 15(d)
of the Exchange Act, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates
indicated:





By:
            /s/
      Husni HassadiyehHusni
      Hassadiyeh, President and Director
              (Principal
      Executive Officer)March
      5, 2009








By:
            /s/
      Inbar KutaInbar
      Kuta, Secretary, Treasurer, Principal Accounting Officer, Principal
      Financial Officer  and DirectorMarch
      5, 2009




24
 Table
of Contents


MOORE& ASSOCIATES, CHARTERED


ACCOUNTANTS AND
ADVISORS


PCAOB REGISTERED





REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM





To
the Board of Directors


Buyonate,
Inc.


(A
Development Stage Company)





We have
audited the accompanying balance sheets of Buyonate, Inc. (A Development Stage
Company) as of December 31, 2008 and December 31, 2007, and the related
statements of operations, stockholders’ equity and cash flows for the year ended
December 31, 2008 and since inception on July 9, 2007 through December 31, 2007
and since inception on July 9, 2007 through December 31, 2008. These financial
statements are the responsibility of the Company’s management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.





We
conduct our audits in accordance with standards of the Public Company Accounting
Oversight Board (United States).  Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Buyonate, Inc. (A Development Stage
Company) as of December 31, 2008 and December 31, 2007, and the related
statements of operations, stockholders’ equity and cash flows for the year ended
December 31, 2008 and since inception on July 9, 2007 through December 31, 2007
and since inception on July 9, 2007 through December 31, 2008, in conformity
with accounting principles generally accepted in the United States of
America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 3 to the
financial statements, the Company has an accumulated deficit of $40,887, which
raises substantial doubt about its ability to continue as a going
concern.  Management’s plans concerning these matters are also
described in Note 3.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.














/s/
Moore & Associates, Chartered





Moore
& Associates, Chartered


Las
Vegas, Nevada


February
10, 2009





6490 West Desert Inn Rd, Las
Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501


F-1
 Table
of Contents
 BUYONATE, INC.
 (A
Development Stage Company)
 Balance
Sheets


ASSETSDecember
      31, 2008
                                                                                                                    
                                                                                                                    December
      31, 2007CURRENT
      ASSETSCash
                                                                                                                    $
                                                                                                                    13
                                                                                                                    
                                                                                                                    $
                                                                                                                    17,000Total
      Current Assets
                                                                                                                    
                                                                                                                    13
                                                                                                                    
                                                                                                                    
                                                                                                                    17,000TOTAL
      ASSETS
                                                                                                                    $
                                                                                                                    13
                                                                                                                    
                                                                                                                    $
                                                                                                                    17,000LIABILITIES AND STOCKHOLDERS'
      EQUITYCURRENT
      LIABILITIESAccounts
      payable
                                                                                                                    $
                                                                                                                    -
                                                                                                                    
                                                                                                                    $
                                                                                                                    -Total
      Current Liabilities
                                                                                                                    
                                                                                                                    -
                                                                                                                    
                                                                                                                    
                                                                                                                    -STOCKHOLDERS'
      EQUITYPreferred
      stock, 50,00,000 shares authorized at par value of $0.0001, no
      shares issued and outstanding
                                                                                                                    
                                                                                                                    -
                                                                                                                    
                                                                                                                    
                                                                                                                    -Common
      stock, 100,000,000 shares authorized at par value of $0.0001,
      4,810,000 shares issued and outstanding
                                                                                                                    
                                                                                                                    481
                                                                                                                    
                                                                                                                    
                                                                                                                    481Additional
      paid-in capital
                                                                                                                    
                                                                                                                    40,889
                                                                                                                    
                                                                                                                    
                                                                                                                    40,419Stock
      subscription receivable
                                                                                                                    
                                                                                                                    -
                                                                                                                    
                                                                                                                    
                                                                                                                    (23,900)Deficit
      accumulated during the development stage
                                                                                                                    
                                                                                                                    (41,357)
                                                                                                                    
                                                                                                                    
                                                                                                                    -Total
      Stockholders' Equity
                                                                                                                    
                                                                                                                    13
                                                                                                                    
                                                                                                                    
                                                                                                                    17,000TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                                                                    $
                                                                                                                    13
                                                                                                                    
                                                                                                                    $
                                                                                                                    17,000


The
accompanying notes are an integral part of these financial
statements.


F-2
 Table
of Contents
 BUYONATE, INC.
 (A
Development Stage Company)
 Statements
of Operations
  For
      the Year Ended
                                                                                                                December 31,
      2008
                                                                                                      
                                                                                                      From
      Inception
                                                                                                                on July 9, 2007
                                                                                                                Through
                                                                                                                December 31,
      2007
                                                                                                      
                                                                                                      From
      Inception
                                                                                                                on July 9, 2007
                                                                                                                Through
                                                                                                                December 31,
      2008REVENUES
                                                                                                      $
                                                                                                      -
                                                                                                      
                                                                                                      $
                                                                                                      -
                                                                                                      
                                                                                                      $
                                                                                                      -OPERATING
      EXPENSESGeneral
      and administrative
                                                                                                      
                                                                                                      24,608
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      24,608Professional
      fees
                                                                                                      
                                                                                                      16,279
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      16,279Total
      Operating Expenses
                                                                                                      
                                                                                                      40,887
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      40,887LOSS
      FROM OPERATIONS
                                                                                                      
                                                                                                      (40,887)
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      (40,887)OTHER
      EXPENSESInterest
      expense
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      -Total
      Other Expenses
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      -LOSS
      BEFORE INCOME TAXES
                                                                                                      
                                                                                                      (40,887)
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      (40,887)INCOME
      TAX EXPENSE
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      -NET
      LOSS
                                                                                                      $
                                                                                                      (40,887)
                                                                                                      
                                                                                                      $
                                                                                                      -
                                                                                                      
                                                                                                      $
                                                                                                      (40,887)BASIC
      LOSS PER SHARE
                                                                                                      $
                                                                                                      (0.01)
                                                                                                      
                                                                                                      $
                                                                                                      0.00WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING
                                                                                                      
                                                                                                      4,810,000
                                                                                                      
                                                                                                      
                                                                                                      4,135,000
 The
accompanying notes are an integral part of these financial
statements.
 F-3
 Table
of Contents
 BUYONATE, INC. (A
Development Stage Company)
 Statements
of Stockholders' Equity
 Common
      Stock
                                                                                      
                                                                                      Additional
                                                                                          Paid-In
                                                                                      
                                                                                      Stock
                                                                                          Subscription
                                                                                      
                                                                                      Deficit
                                                                                              Accumulated
                                                                                              During the
                                                                                              Development
                                                                                      
                                                                                      Total
                                                                                          Stockholders'Shares
                                                                                      
                                                                                      Amount
                                                                                      
                                                                                      Capital
                                                                                      
                                                                                      Receivable
                                                                                      
                                                                                      Stage
                                                                                      
                                                                                      EquityBalance,
      July 9, 2007
                                                                                      
                                                                                      -
                                                                                      
                                                                                      $
                                                                                      -
                                                                                      
                                                                                      $
                                                                                      -
                                                                                      
                                                                                      $
                                                                                      -
                                                                                      
                                                                                      $
                                                                                      -
                                                                                      
                                                                                      $
                                                                                      -Common
      stock issued for cash at $0.0001 per share
                                                                                      
                                                                                      4,000,000
                                                                                      
                                                                                      
                                                                                      400
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      400Common
      stock issued for cash at $0.05 per share
                                                                                      
                                                                                      810,000
                                                                                      
                                                                                      
                                                                                      81
                                                                                      
                                                                                      
                                                                                      40,419
                                                                                      
                                                                                      
                                                                                      (23,900)
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      16,600Net
      loss from inception through December 31, 2007
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      -Balance,
      December 31, 2007
                                                                                      
                                                                                      4,810,000
                                                                                      
                                                                                      
                                                                                      481
                                                                                      
                                                                                      
                                                                                      40,419
                                                                                      
                                                                                      
                                                                                      (23,900)
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      17,000Stock
      subscriptions received
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      23,900
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      23,900Net
      loss for the year ended December 31, 2008
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      (40,887)
                                                                                      
                                                                                      
                                                                                      (40,887)Balance,
      December 31, 2008
                                                                                      
                                                                                      4,810,000
                                                                                      
                                                                                      $
                                                                                      481
                                                                                      
                                                                                      $
                                                                                      40,419
                                                                                      
                                                                                      $
                                                                                      -
                                                                                      
                                                                                      $
                                                                                      (40,887)
                                                                                      
                                                                                      $
                                                                                      13
 The
accompanying notes are an integral part of these financial
statements.
 F-4
 Table
of Contents
 BUYONATE, INC.
 (A
Development Stage Company) Statements
of Cash Flows
 For
      the Twelve
                                                                                                    months Ended
                                                                                                    December 31,
      2008
                                                                                          
                                                                                          From
      Inception
                                                                                                    on July 9,
                                                                                                    2007 Through
                                                                                                    December 31,
      2007
                                                                                          
                                                                                          From
      Inception
                                                                                                    on July 9,
                                                                                                    207 Through
                                                                                                    December 31,
      2008OPERATING
      ACTIVITIESNet
      loss
                                                                                          $
                                                                                          (40,887)
                                                                                          
                                                                                          $
                                                                                          -
                                                                                          
                                                                                          $
                                                                                          (40,887)Adjustments
      to Reconcile Net Loss to NetCash
      Used by Operating Activities:Common
      stock issued for services
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          -Net
      Cash Used in Operating Activities
                                                                                          
                                                                                          (40,887)
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          (40,887)INVESTING
      ACTIVITIES
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          -FINANCING
      ACTIVITIESCommon
      stock issued for cash
                                                                                          
                                                                                          23,900
                                                                                          
                                                                                          
                                                                                          17,000
                                                                                          
                                                                                          
                                                                                          40,900Net
      Cash Provided by Financing Activities
                                                                                          
                                                                                          23,900
                                                                                          
                                                                                          
                                                                                          17,000
                                                                                          
                                                                                          
                                                                                          40,900NET
      DECREASE IN CASH
                                                                                          
                                                                                          (16,987)
                                                                                          
                                                                                          
                                                                                          17,000
                                                                                          
                                                                                          
                                                                                          13CASH
      AT BEGINNING OF PERIOD
                                                                                          
                                                                                          17,000
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          -CASH
      AT END OF PERIOD
                                                                                          $
                                                                                          13
                                                                                          
                                                                                          $
                                                                                          17,000
                                                                                          
                                                                                          $
                                                                                          13SUPPLEMENTAL
      DISCLOSURES OF CASH
      FLOW INFORMATIONCASH
      PAID FOR:Interest
                                                                                          $
                                                                                          -
                                                                                          
                                                                                          $
                                                                                          -
                                                                                          
                                                                                          $
                                                                                          -Income
      Taxes
                                                                                          $
                                                                                          -
                                                                                          
                                                                                          $
                                                                                          -
                                                                                          
                                                                                          $
                                                                                          -
 The
accompanying notes are an integral part of these financial
statements.
 F-5
 Table
of Contents


Buyonate, Inc.
 (A
Development Stage Company)
 Notes to
Financial Statements
 December
31, 2008 and 2007
 1.           SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
 Nature of
Business
 Buyonate,
Inc., a development stage company, was incorporated in the State of Nevada on
July 9, 2007 to engage indeveloping
user-friendly/child friendly interactive digital software for children between
the ages of 5 to 12 years old. The Company has no revenues and limited
operations and is accordingly classified as a development stage
company.
 
 Use of
Estimates
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of 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.
 
 Basic Loss per Common
Share
 Basic
loss per share is calculated by dividing the Company’s net loss applicable to
common shareholders by the weighted average number of common shares during the
period. Diluted earnings per share is calculated by dividing the Company’s net
income available to common shareholders by the diluted weighted average number
of shares outstanding during the year. The diluted weighted average number of
shares outstanding is the basic weighted number of shares adjusted for any
potentially dilutive debt or equity. There are no such common stock equivalents
outstanding as of December 31, 2008.
 
 For
      the
                            Year
      Ended
                            December
      31,
                            2008
                          
                          For
      the
                            Year
      Ended
                            December
      31,
                            2007Loss
      (numerator)
                          $
                          (40,887)
                          
                          $
                          -Shares
      (denominator)
                          
                          4,810,000
                          
                          
                          4,135,000Per
      share amount
                          $
                          (0.01)
                          
                          $
                          -
 
 Revenue
Recognition
 The
Company recognizes revenue when products are fully delivered or services have
been provided and collection is reasonably assured.
 
 Advertising
Costs
 The
Company’s policy regarding advertising is to expense advertising costs when
incurred. The Company did not incur any advertising expense during the years
ended December 31, 2008 and 2007.
 
 F-6
 Table
of Contents
 Buyonate,
Inc.
 (A
Development Stage Company)
 Notes to
Financial Statements
 December
31, 2008 and 2007
 1.           SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Continued)
 
 Cash and Cash
Equivalents
 For
purposes of the Statement of Cash Flows, the Company considers all highly liquid
instruments purchased with a maturity of three months or less to be cash
equivalents to the extent the funds are not being held for investment
purposes.
 
 Income
Taxes
 The
Company provides for income taxes under Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes. SFAS No. 109 Requires the use of
an asset and liability approach in accounting for income taxes. Deferred tax
assets and liabilities are recorded based on the differences between the
financial statement and tax bases of assets and liabilities and the tax rates in
effect when these differences are expected to reverse. The Company’s predecessor
operated as entity exempt from Federal and State income taxes.
 
 SFAS No.
109 requires the reduction of deferred tax assets by a valuation allowance if,
based on the weight of available evidence, it is more likely than not that some
or all of the deferred tax assets will not be realized.
 
 The
provision for income taxes differs from the amounts which would be provided by
applying the statutory federal income tax rate of 39% to the net loss before
provision for income taxes for the following reasons:
 
 For
      the Year Ended December 31, 2008
                          
                          From
      inception through
                            December
      31, 2007Income
      tax expense at statutory rate
                          $
                          (15,946)
                          
                          $
                          -Valuation
      allowance
                          
                          15,946
                          
                          
                          -Income
      tax expense per books
                          $
                          -
                          
                          $
                          -
 
 Net
deferred tax assets consist of the following components as of:
 
 December
      31, 2008
                          
                          December
      31, 2007NOL
      Carryover
                          $
                          15,946
                          
                          $
                          -Valuation
      allowance
                          
                          (15,946)
                          
                          
                          -Net
      deferred tax asset
                          $
                          -
                          
                          $
                          -
 
 Due to
the change in ownership provisions of the Tax Reform Act of 1986, net operating
loss carry forwards of $40,887 for federal income tax reporting purposes are
subject to annual limitations. Should a change in ownership occur net operating
loss carry forwards may be limited as to use in future years.
  F-7
 Table
of Contents
 Buyonate,
Inc.
 (A
Development Stage Company)
 Notes to
Financial Statements
 December
31, 2008 and 2007
 1.           SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Continued)
 Income Taxes
(Continued)
 
 Accounting
Basis
 The basis
is accounting principles generally accepted in the United States of
America.  The Company has adopted a December 31 fiscal year
end.
 
 Stock-based
compensation.
 As of
December 31, 2008, the Company has not issued any share-based payments to its
employees.
 
 The
Company adopted SFAS No. 123-R effective January 1, 2006 using the
modified prospective method. Under this transition method, stock compensation
expense includes compensation expense for all stock-based compensation awards
granted on or after January 1,2006, based on the grant-date fair value
estimated in accordance with the provisions of SFAS No. 123-R.
 
 Recent Accounting
Pronouncements
 In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities,
(“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting,
and therefore need to be included in the computation of earnings per share under
the two-class method as described in FASB Statement of Financial Accounting
Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. The Company is not
required to adopt FSP EITF 03-6-1; neither do it believe that FSP EITF 03-6-1
would have material effect on the Company’s financial positionand results of
operations if adopted.
 
 In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts-and interpretation of
FASB Statement No. 60”.  SFAS No. 163 clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company’s financial position, statements of operations, or cash flows at this
time.
 
 In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No.
162 sets forth the level of authority to a given accounting pronouncement
or
  F-8
 Table
of Contents
 Buyonate,
Inc.
 (A
Development Stage Company)
 Notes to
Financial Statements
 December
31, 2008 and 2007
 1.           SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Continued)
 Recent Accounting
Pronouncements (Continued)
 
 document
by category. Where there might be conflicting guidance between two categories,
the more authoritative category will prevail. SFAS No. 162 will become effective
60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the
AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s
financial position, statements of operations, or cash flows at this
time.
 
 In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities—an amendment of
FASB Statement No. 133.  This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.
 
 In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based Payment.  In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. The Company currently uses the
simplified method for “plain vanilla” share options and warrants, and will
assess the impact of SAB 110 for fiscal year 2009. It is not believed that this
will have an impact on the Company’s financial position, results of operations
or cash flows.
 
 F-9
 Table
of Contents
 Buyonate,
Inc.
 (A
Development Stage Company)
 Notes to
Financial Statements
 December
31, 2008 and 2007
 1.           SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Continued)
 Recent Accounting
Pronouncements (Continued)
 
 In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51.  This
statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008 (that is, January 1, 2009, for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related Statement 141 (revised 2007). The Company
will adopt this Statement beginning March 1, 2009. It is not believed that this
will have an impact on the Company’s financial position, results of operations
or cash flows.
 
 In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations’.  This Statement replaces FASB Statement No. 141,
Business Combinations, but retains the fundamental requirements in
Statement 141.  This Statement establishes principles and
requirements for how the acquirer: (a) recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree; (b) recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase;
and (c) determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. This statement applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. An entity may not
apply it before that date. The effective date of this statement is the same as
that of the related FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  The Company will adopt this
statement beginning March 1, 2009. It is not believed that this will have an
impact on the Company’s financial position, results of operations or cash
flows.
 
 In
February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities—Including an Amendment of FASB Statement No.
115.  This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment
  F-10
 Table
of Contents
 Buyonate,
Inc.
 (A
Development Stage Company)
 Notes to
Financial Statements
 December
31, 2008 and 2007
 1.           SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Continued)
 Recent Accounting
Pronouncements (Continued)
 
 to FAS
115 Accounting for Certain Investments in Debt and Equity Securities applies to
all entities with available for sale or trading securities. Some requirements
apply differently to entities that do not report net income. SFAS No. 159 is
effective as of the beginning of an entity’s first fiscal year that begins after
November 15, 2007. Early adoption is permitted as of the beginning of the
previous fiscal year provided that the entity makes that choice in the first 120
days of that fiscal year and also elects to apply the provisions of SFAS No. 157
Fair Value Measurements.  The Company adopted SFAS No. 159 beginning
March 1, 2008. The adoption of SFAS No.159 did not have an effect on the
Company’s financial statements.
 
 In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements  This statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements. This statement
applies under other accounting pronouncements that require or permit fair value
measurements, the Board having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute.
Accordingly, this statement does not require any new fair value measurements.
However, for some entities, the application of this statement will change
current practice. This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. Earlier application is encouraged, provided that the
reporting entity has not yet issued financial statements for that fiscal year,
including financial statements for an interim period within that fiscal year.
The Company will adopt this statement March 1, 2008, and it is not believed that
this will have an impact on the Company’s consolidated financial position,
results of operations or cash flows.
 
 2.           EQUITY
TRANSACTIONS
 
 On
July 9, 2007 (inception), the Company issued 4,000,000 shares of its common
stock to its Directors for cash and services of $400.
 
 During
December 2007, the Company closed a private placement for 810,000 common shares
at a price of $0.05 per share, or an aggregate of $40,500. The Company received
$16,600 of the proceeds in 2007 and $23,900 in 2008.
 
 F-11
 Table
of Contents
 Buyonate,
Inc.
 (A
Development Stage Company)
 Notes to
Financial Statements
 December
31, 2008 and 2007
 
 3.           GOING
CONCERN
 The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation of the
Company as a going concern.  However, the Company has accumulated
deficit of $40,887 as of December 31, 2008.  The Company currently has
limited liquidity, and has not completed its efforts to establish a stabilized
source of revenues sufficient to cover operating costs over an extended period
of time.
 
 Management
anticipates that the Company will be dependent, for the near future, on
additional investment capital to fund operating expenses The Company intends to
position itself so that it may be able to raise additional funds through the
capital markets. In light of management’s efforts, there are no assurances that
the Company will be successful in this or any of its endeavors or become
financially viable and continue as a going concern.




F-12
 Table
of Contents