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 1934

                  For the fiscal year ended: December 31, 2009

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

              For 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                               (I.R.S. Employer
of incorporation or organization)                            Identification No.)

     Suite 803 - 5348 Vegas Drive
            Las Vegas, NV                                          89108
(Address of principal executive offices)                         (Zip Code)

                 Registrant's telephone number: 1-702-939-6505

         Securities registered under Section 12(b) of the Exchange Act:

Title of each class                    Name of each exchange on which registered
-------------------                    -----------------------------------------
      none                                           not applicable

         Securities registered under Section 12(g) of the Exchange Act:

Title of each class                    Name of each exchange on which registered
-------------------                    -----------------------------------------
      none                                           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 whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). Yes [ ] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss. 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 March 23, 2010.
<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
                                     PART I

Item 1.     Business                                                           3

Item 1A.    Risk Factors                                                       6

Item 1B.    Unresolved Staff Comments                                          6

Item 2.     Properties                                                         6

Item 3.     Legal Proceedings                                                  6

                                    PART II

Item 5.     Market for Registrant's Common Equity and Related Stockholder
            Matters and Issuer Purchases of Equity Securities                  6

Item 6.     Selected Financial Data                                            7

Item 7.     Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                          8

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk        10

Item 8.     Financial Statements and Supplementary Data                       10

Item 9.     Changes In and Disagreements With Accountants on Accounting
            and Financial Disclosure                                          10

Item 9A(T). Controls and Procedures                                           10

Item 9B.    Other Information                                                 11

                                    PART III

Item 10.    Directors, Executive Officers and Corporate Governance            12

Item 11.    Executive Compensation                                            14

Item 12.    Security Ownership of Certain Beneficial Owners and Management
            and Related Stockholder Matters                                   16

Item 13.    Certain Relationships and Related Transactions, and Director
            Independence                                                      16

Item 14.    Principal Accountant Fees and Services                            17

                                    PART IV

Item 15.    Exhibits, Financial Statement Schedules                           17

                                       2
<PAGE>
                                     PART I

ITEM 1. 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: Suite 803-5348 Vegas Drive, Las Vegas, NV
89108. Our telephone number is 1-702-939-6505. We have secured a domain name -
www.buyonate.com.

Objectives

We are in the business of selling user-friendly software that creates
interactive digital yearbooks for schools. The software allows schools and clubs
to create and burn their own interactive digital yearbooks on CD/DVD. Our
software makes it simple to upload digital photos, videos, and music to the
school's digital yearbook. The software is easy to use and enables both teachers
and students to quickly turn their memories into easy to share CD and DVD's.
These digital yearbooks are based on their school's events, classes, friends and
activities. Our target market is primarily elementary schools, high schools and
clubs.

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.

- 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

                                       3
<PAGE>
MARKETING STRATEGY

We market our interactive digital Memories FunBook software with a web-based
marketing campaign. This web-based campaign includes 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 utilized 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 have 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 have submitted 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

The price of our software is $499 for a downloadable version or boxed version.
According to our business model, the majority of our revenues should come from
online sales of our software.

We have entered 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's commission varies between 1.9% to 2.9% + $0.55 per transaction.

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

                                       4
<PAGE>
SOURCES AND AVAILABILITY OF PRODUCTS AND SUPPLIES

We resell software from a supplier, YearBook Alive; otherwise there are no
constraints on the sources or availability of products and supplies related to
our business.

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

We sell 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.

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.

REGULATORY MATTERS

We are unaware of and do not anticipate having to expend significant resources
to comply with any governmental regulations of our resale of 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.

                                       5
<PAGE>
ITEM 1A. RISK FACTORS

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

ITEM 1B. UNRESOLVED STAFF COMMENTS

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

ITEM 2. PROPERTIES

Our offices are currently located at: Suite 803-5348 Vegas Drive, Las Vegas, NV
89108. Our telephone number is 1-702-939-6505. This is a shared office facility,
which offers office space, conference and meeting rooms, secretarial and
administrative services for approximately $600 annually. 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.

ITEM 3. 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.

                                     PART II

ITEM 5. 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, 2009

           Quarter Ended                  High $            Low $
           -------------                  ------            -----
        December 31, 2009                  N/A               N/A
        September 30, 2009                 N/A               N/A
        June 30, 2009                      N/A               N/A
        March 31, 2009                     N/A               N/A

                      Fiscal Year Ending December 31, 2008

           Quarter Ended                  High $            Low $
           -------------                  ------            -----
        December 31, 2008                  N/A               N/A
        September 30, 2008                 N/A               N/A

                                       6
<PAGE>
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.

HOLDERS OF OUR COMMON STOCK

As of December 31, 2009, 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.

ITEM 6. SELECTED FINANCIAL DATA

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

                                       7
<PAGE>
ITEM 7. 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.

PLAN OF OPERATION

OUR MEMORIES FUNBOOK SOFTWARE

We are in the business of selling user-friendly software that creates
interactive digital yearbooks for schools. The software allows schools and clubs
to create and burn their own interactive digital yearbooks on CD/DVD. Our
software makes it simple to upload digital photos, videos, and music to the
school's digital yearbook. The software is easy to use and enables both teachers
and students to quickly turn their memories into easy to share CD's and DVD's.
These digital yearbooks are based on their school's events, classes, friends and
activities. Our target market is primarily elementary schools, high schools and
clubs.

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.

OUR BUSINESS OBJECTIVES ARE:

     *    To sell 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.

                                       8
<PAGE>
RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2009 AND 2008

We generated revenue of $8,955 and $-0- for the years ended December 31, 2009
and 2008, respectively. We do not anticipate earning significant and consistent
revenues until we are able to successfully market our interactive digital
software for children.

Our operating expenses were $15,562 and $40,887 for the years ended December 31,
2009 and 2008, respectively. Our operating expenses for the year ended December
31, 2009 consisted of $7,212 in general and administrative expenses and $8,350
in professional fees. Expenses incurred during the year ended December 31, 2008
consisted of $24,608 in general and administrative expenses and $16,279 in
professional fees. The decrease in general and administrative expenses as well
as professional fees is due to the fact that the Company spent considerable
amounts of money during fiscal year 2008 to file its S-1 and meet the
requirements of becoming a fully reporting public Company.

We, therefore, recorded a net loss of $6,607 and $40,887 for the years ended
December 31, 2009 and 2008, respectively.

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 continuing
as a reporting company under the Securities Exchange Act of 1934.

LIQUIDITY AND CAPITAL RESOURCES

We had $5,591 and $13 in current assets consisting solely of cash at December
31, 2009 and 2009, respectively. We had current liabilities of $12,185 and $-0-
as of December 31, 2009 and 2008, respectively. As such, at December 31, 2009
and 2008, we had working capital (deficit) of $(6,594) and $13, respectively.

Funds currently available will not satisfy our working capital requirements for
the next twelve months. Estimated funding required during the next twelve month
period is $48,100.

As of December 31, 2009, we had revenues from operations totaling $8,955. 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 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, 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.

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.

                                       9
<PAGE>
OFF BALANCE SHEET ARRANGEMENTS

As of December 31, 2009, there were no significant off balance sheet
arrangements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See the financial statements annexed to this annual report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

On August 7, 2009, Board of Directors of the Company dismissed Moore &
Associates Chartered, its independent registered public account firm. On the
same date, August 7, 2009, the accounting firm of Seale and Beers, CPAs was
engaged as the Company's new independent registered public account firm. The
Company's Board of Directors and the Audit Committee approved of the dismissal
of Moore & Associates Chartered and the engagement of Seale and Beers, CPAs as
its independent auditor. None of the reports of Moore & Associates Chartered on
the Company's financial statements for either of the past two years or
subsequent interim period contained an adverse opinion or disclaimer of opinion,
or was qualified or modified as to uncertainty, audit scope or accounting
principles, except that the Company's audited financial statements contained in
its Form 10-K for the fiscal year ended December 31, 2008 a going concern
qualification.

On August 7, 2009 the Company engaged Seale and Beers, however, on November 12,
2009, the Board of Directors of the Company dismissed Seale and Beers, CPAs and
on the same date, the accounting firm of GBH CPAs, PC was engaged as the
Company's new independent registered public accounting firm. The Board of
Directors of the Company approved of the dismissal of Seale and Beers, CPAs and
the engagement of GBH CPAs, PC as its independent auditor.

On August 27, 2009, the PCAOB revoked the registration of our prior auditor,
Moore & Associates Chartered, because of violations of PCAOB rules and auditing
standards in auditing financial statements, PCAOB rules and quality controls
standards and Section 10(b) of the Securities Exchange Act of 1934 and Rule
10b-5 thereunder, and for noncooperation with a Board investigation. The Company
was notified by the SEC that, a due to the revocation, a re-audit of the
Company's financial statements for the year ended December 31, 2008 would be
required. For this purpose, GBH CPAs, PC has conducted a re-audit of the
Company's financial statements for the year ended December 31, 2008,. In
compliance with the SEC's notification, this report incorporates the re-audited
Company financial statements for the year ended December 31, 2008.

ITEM 9A(T). CONTROLS AND PROCEDURES

EVALUATION OF CONTROLS AND PROCEDURES

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under the supervision of, a company's
principal executive and principal financial officers and effected by a company's
board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles and includes those policies and procedures that:
(i) Pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and disposition of the assets of the
company; (ii) Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
accounting principles generally accepted in the United States, and that receipts
and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (iii) Provide
reasonable assurance regarding prevention or timely detection of unauthorized

                                       10
<PAGE>
acquisition, use or disposition of the company's assets that could have a
material effect on the financial statements.

LIMITATIONS ON THE EFFECTIVENESS OF INTERNAL CONTROLS

Our internal control over financial reporting is designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles. Our internal control over financial reporting
includes those policies and procedures that: (i) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the
transactions and disposition of our assets; (ii) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
receipts and expenditures are being made only in accordance with authorizations
of management and directors; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition
of assets that could have a material effect on the financial statements.

Management, including our Chief Executive Officer and Chief Accounting Officer,
does not expect that our internal controls will prevent or detect all errors and
all fraud. A control system, no matter how well designed and operated, can
provide only reasonable, not absolute, assurance that the objectives of the
control system are met. 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 internal controls can provide absolute
assurance that all control issues and instances of fraud, if any, have been
detected. Also, any evaluation of the effectiveness of controls in future
periods are subject to the risk that those internal controls may become
inadequate because of changes in business conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCING REPORTING

As required by Rule 13a-15(c) promulgated under the Exchange Act, our
management, (Chief Executive Officer and Chief Financial Officer), evaluated the
effectiveness of our internal control over financial reporting as of December
31, 2009. Management's assessment was based on criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission in Internal
Control -- Integrated Framework ("COSO"). Based upon management's assessment
using the criteria contained in COSO, and for the reasons discussed below, our
management has concluded that, as of December 31, 2009, our internal controls
over financial reporting were effective.

Under the rules promulgated by the US Securities and Exchange Commission (the
"SEC"), the term "material weakness" means a deficiency, or a combination of
deficiencies, in internal control over financial reporting such that there is a
reasonable possibility that a material misstatement of the registrant's annual
or interim financial statements will not be prevented or detected on a timely
basis. A material weakness in internal control over financial reporting does not
imply that a material misstatement of the financial statements has occurred, but
rather, that there is a reasonable possibility that a material misstatement
could occur. Controls for financial close and reporting were in place as of
year-end and were found to be operating effectively based on management testing
of key controls as of December 31, 2009.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the most recently completed fiscal year, 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 controls over financial
reporting.

ITEM 9B. OTHER INFORMATION

This annual report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subjected to attestation by our
independent registered public accounting firm pursuant to temporary rules of the
SEC that permit us to provide only management's report in this annual report.

                                       11
<PAGE>
                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our executive officers and directors and their respective ages as of December
31, 2009 are as follows:

                                Position Held                 Date First Elected
Name                          with the Company       Age         or Appointed
----                          ----------------       ---         ------------

Mr. Husni Hassadiyeh      President and Director      43         July 9, 2007

Ms. Inbar Kuta            Secretary, Treasurer        21         July 9, 2007
                          and Director

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.

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.

                                       12
<PAGE>
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.

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, 2009, 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.

                                       13
<PAGE>
ITEM 11. 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, 2009 and 2008.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                     Non-Equity      Nonqualified
 Name and                                                            Incentive         Deferred
 Principal                                    Stock       Option        Plan         Compensation     All Other
 Position       Year   Salary($)  Bonus($)   Awards($)   Awards($)  Compensation($)   Earnings($)   Compensation($)  Total($)
 --------       ----   ---------  --------   ---------   ---------  ---------------   -----------   ---------------  --------
<S>             <C>    <C>        <C>         <C>        <C>        <C>               <C>           <C>              <C>
Mr. Husni       2008       0         0           0           0             0               0               0             0
Hassadiyeh      2009       0         0           0           0             0               0               0             0
President,
Chief Executive
Officer,
Principal
Executive
Officer,
and Director

Ms. Inbar Kuta  2008       0         0           0           0             0               0               0             0
Secretary,      2009       0         0           0           0             0               0               0             0
Treasurer,
Chief Financial
Officer,
Principal
Financial
Officer,
Principal
Accounting
Officer
</TABLE>

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.

                                       14
<PAGE>
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, 2009.

                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

<TABLE>
<CAPTION>
                                      Option Awards                                             Stock Awards
          ----------------------------------------------------------------   ------------------------------------------------
                                                                                                                      Equity
                                                                                                                     Incentive
                                                                                                         Equity        Plan
                                                                                                        Incentive     Awards:
                                                                                                          Plan       Market or
                                                                                                         Awards:      Payout
                                             Equity                                                     Number of    Value of
                                            Incentive                           Number                  Unearned     Unearned
                                           Plan Awards;                           of         Market      Shares,      Shares,
            Number of      Number of        Number of                           Shares      Value of    Units or     Units or
           Securities     Securities       Securities                          or Units    Shares or     Other         Other
           Underlying     Underlying       Underlying                          of Stock     Units of     Rights       Rights
           Unexercised    Unexercised      Unexercised   Option     Option       That      Stock That     That         That
            Options         Options         Unearned    Exercise  Expiration   Have Not     Have Not    Have Not     Have Not
Name      Exercisable(#) Unexercisable(#)   Options(#)   Price($)    Date      Vested(#)    Vested($)   Vested(#)    Vested(#)
----      -------------- ----------------  ----------    -----       ----      ---------    ---------   ---------    ---------
<S>            <C>            <C>            <C>        <C>         <C>         <C>         <C>         <C>         <C>
Mr. Husni      --             --               --          --         --          --           --          --           --
Hassadiyeh

Ms. Inbar      --             --               --          --         --          --           --          --           --
Kuta
</TABLE>

STOCK OPTION GRANTS

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

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,
2009.

STOCK OPTION PLANS

We did not have a stock option plan as of December 31, 2009.

                                       15
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

The following table sets forth, as of December 31, 2009 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.

                   Name and Address of     Amount and Nature of    Percentage of
Title of Class     Beneficial Owner (2)    Beneficial Ownership      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.

ITEM 13. 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.

                                       16
<PAGE>
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

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

Financial Statements for the       Audit      Audit Related               Other
  Year Ended December 31,        Services         Fees         Tax Fees   Fees
  -----------------------        --------     -------------    --------   ----

          2009                    $6,000           --            --        --

          2008                    $7,500           --            --        --

                                     PART IV

ITEM 15. 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 Firm

F-2    Balance Sheets as of December 31, 2009  and 2008;

F-3    Statements of Operations for the year ended December 31, 2009 and 2008.

F-4    Statements of Stockholders' Equity (Deficit) for the year ended
       December 31, 2009 and 2008;

F-5    Statements of Cash Flows for the year ended December 31, 2009 and 2008.

F-6    Notes to Financial Statements

Exhibit
Number                             Description
------                             -----------

3.1       Articles of Incorporation, as amended (1)

3.2       Bylaws, as amended (1)

31.1      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 2002

31.2      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 2002

32.1      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.

                                       17
<PAGE>
                                   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 Hassadiyeh
                                     -------------------------------------------
                                     Husni Hassadiyeh, President and Director
                                     (Principal Executive Officer)
                                     March 23, 2010

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 Hassadiyeh
                                     -------------------------------------------
                                     Husni Hassadiyeh, President and Director
                                     (Principal Executive Officer)
                                     March 23, 2010


                                 By: /s/ Inbar Kuta
                                     -------------------------------------------
                                     Inbar Kuta, Secretary, Treasurer, Principal
                                     Accounting Officer, Principal Financial
                                     Officer and Director
                                     March 23, 2010


                                       18
<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
Buyonate, Inc.
Las Vegas, Nevada

We  have  audited  the  accompanying  balance  sheets  of  Buyonate,  Inc.  (the
"Company")  as of December  31, 2009 and 2008,  and the  related  statements  of
operations,  stockholders'  equity (deficit),  and cash flows for the years then
ended.  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 conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform the audits to obtain  reasonable  assurance  whether the  financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audits included consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting. Accordingly, we express no such opinion. 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. as of December
31, 2009 and 2008,  and the results of its operations and its cash flows for the
years then ended, 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  accumulated  deficit of $47,494 as of
December 31,  2009,  limited  liquidity,  and has not  completed  its efforts to
establish a stabilized  source of revenues  sufficient to cover  operating costs
for the next twelve  month  period,  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/ GBH CPAs, PC
----------------------------
GBH CPAs, PC
www.gbhcpas.com
Houston, Texas
March 22, 2010

                                      F-1
<PAGE>
                                 BUYONATE, INC.
                                 Balance Sheets

<TABLE>
<CAPTION>
                                                                        December 31,       December 31,
                                                                           2009               2008
                                                                         --------           --------
<S>                                                                      <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                                   $  5,591           $     13
                                                                         --------           --------

      Total Current Assets                                                  5,591                 13
                                                                         --------           --------

      TOTAL ASSETS                                                       $  5,591           $     13
                                                                         ========           ========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accounts payable                                                       $  8,935           $     --
  Advances from related party                                               3,250                 --
                                                                         --------           --------

      Total Current Liabilities                                            12,185                 --
                                                                         --------           --------

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred 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                481
  Additional paid-in capital                                               40,419             40,419
  Accumulated deficit                                                     (47,494)           (40,887)
                                                                         --------           --------

      Total Stockholders' Equity (Deficit)                                 (6,594)                13
                                                                         --------           --------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)               $  5,591           $     13
                                                                         ========           ========
</TABLE>


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

                                      F-2
<PAGE>
                                 BUYONATE, INC.
                            Statements of Operations


                                              For the Year         For the Year
                                                 Ended                Ended
                                              December 31,         December 31,
                                                 2009                 2008
                                              ----------           ----------

REVENUES                                      $    8,955           $       --

OPERATING EXPENSES
  General and administrative                       7,212               24,608
  Professional fees                                8,350               16,279
                                              ----------           ----------

      Total Operating Expenses                    15,562               40,887
                                              ----------           ----------

LOSS FROM OPERATIONS                              (6,607)             (40,887)
                                              ----------           ----------

INCOME TAX EXPENSE                                    --                   --
                                              ----------           ----------

NET LOSS                                      $   (6,607)          $  (40,887)
                                              ==========           ==========

BASIC AND DILUTED LOSS PER SHARE              $    (0.00)          $    (0.01)
                                              ==========           ==========

WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING, BASIC AND DILUTED                4,810,000            4,810,000
                                              ==========           ==========



    The accompanying notes are an integral part of these financial statements

                                      F-3
<PAGE>
                                 BUYONATE, INC.
                  Statements of Stockholders' Equity (Deficit)
                 For the Years Ended December 31, 2009 and 2008

<TABLE>
<CAPTION>
                                                                                           Deficit
                                                                                         Accumulated       Total
                                       Common Stock         Additional      Stock         During the    Stockholders'
                                    -------------------      Paid-In     Subscription    Development      Equity
                                    Shares       Amount      Capital      Receivable        Stage        (Deficit)
                                    ------       ------      -------      ----------        -----        ---------
<S>                                 <C>        <C>            <C>            <C>            <C>          <C>
Balance, December 31, 2007        4,810,000      $ 481      $ 40,419       $(23,900)      $      --      $ 17,000

Stock subscriptions received             --         --            --         23,900              --        23,900

Net 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

Net loss for the year
 ended December 31, 2009                 --         --            --             --          (6,607)       (6,607)
                                  ---------      -----      --------       --------       ---------      --------

Balance, December 21, 2009        4,810,000      $ 481      $ 40,419       $     --       $ (47,494)     $ (6,594)
                                  =========      =====      ========       ========       =========      ========
</TABLE>


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

                                      F-4
<PAGE>
                                 BUYONATE, INC.
                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                       For the Year Ended
                                                                          December 31,
                                                                   ---------------------------
                                                                     2009               2008
                                                                   --------           --------
<S>                                                                <C>                <C>
OPERATING ACTIVITIES
  Net loss                                                         $ (6,607)          $(40,887)
  Adjustments to Reconcile Net Loss
   Cash Used by Operating Activities:
     Increase in accounts payable                                     8,935                 --
                                                                   --------           --------

      Net Cash (Used in) Provided by Operating Activities             2,328            (40,887)
                                                                   --------           --------

INVESTING ACTIVITIES                                                     --                 --
                                                                   --------           --------
FINANCING ACTIVITIES
  Increase in related party advances                                  3,250                 --
  Common stock issued for cash                                           --             23,900
                                                                   --------           --------

      Net Cash Provided by Financing Activities                       3,250             23,900
                                                                   --------           --------

NET INCREASE (DECREASE) IN CASH                                       5,578            (16,987)

CASH AT BEGINNING OF PERIOD                                              13             17,000
                                                                   --------           --------

CASH AT END OF PERIOD                                              $  5,591           $     13
                                                                   ========           ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

CASH PAID FOR:
  Interest                                                         $     --           $     --

  Income Taxes                                                     $     --           $     --
</TABLE>


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

                                      F-5
<PAGE>
                                 BUYONATE, INC.
                          Notes to Financial Statements
                           December 31, 2009 and 2008


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization and Nature of Business

     Buyonate, Inc., (the "Company"), was incorporated in the State of Nevada on
     July  9,  2007  to  engage  in  developing   user-friendly/child   friendly
     interactive digital software for children between the ages of 5 to 12 years
     old. Our target  market is primarily  elementary  aged children 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. The Company was in the development  stage through  December 31, 2008.
     The year 2009 is the first year during which the Company is  considered  an
     operating company and is no longer in the development stage.

     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.

     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 and Diluted Earnings per Common Share

     Basic  earnings per share is  calculated by dividing the Company's net loss
     applicable to common  shareholders by the weighted average number of common
     shares  outstanding  during  the  period.  Diluted  earnings  per  share is
     calculated  by dividing  the  Company's  net loss by the  diluted  weighted
     average number of shares  outstanding during the year. The diluted weighted
     average number of shares  outstanding is the basic weighted  average number
     of shares adjusted for any potentially dilutive debt or equity instruments.
     There were no such common stock equivalents  outstanding as of December 31,
     2009 and 2008.

                                             For the                  For the
                                           Year Ended               Year Ended
                                          December 31,             December 31,
                                              2009                     2008
                                          -----------              -----------
     Loss (numerator)                     $    (6,607)             $   (40,887)
     Shares (denominator)                   4,810,000                4,810,000
                                          -----------              -----------
     Per share amount                     $     (0.00)             $     (0.01)
                                          ===========              ===========

     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, 2009 and 2008.

                                      F-6
<PAGE>
                                 BUYONATE, INC.
                          Notes to Financial Statements
                           December 31, 2009 and 2008


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Cash and Cash Equivalents

     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 uses 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  reduces  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            For the
                                                  Year Ended         Year Ended
                                                 December 31,       December 31,
                                                     2009               2008
                                                   --------           --------
     Income tax benefit at statutory rate          $  2,577           $ 15,946
     Change in valuation allowance                   (2,577)           (15,946)
                                                   --------           --------
     Income tax benefit per books                  $     --           $     --
                                                   ========           ========

     Net deferred tax assets consist of the following components as of:

                                                 December 31,       December 31,
                                                     2009               2008
                                                   --------           --------
     NOL Carryover                                 $ 18,523           $ 15,946
     Valuation allowance                            (18,523)           (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  approximately  $47,000 for federal
     income tax reporting purposes may be subject to annual limitations. The net
     operating loss carry  forwards  began expiring in the year ending  December
     31,  2028.  Should a change in  ownership  occur net  operating  loss carry
     forwards may be limited as to use in future years.

                                      F-7
<PAGE>
                                 BUYONATE, INC.
                          Notes to Financial Statements
                           December 31, 2009 and 2008


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Recent Accounting Pronouncements

     In May 2009,  the FASB issued FAS 165 (ASC  855-10),  "Subsequent  Events".
     This pronouncement  establishes standards for accounting for and disclosing
     subsequent  events  (events  which occur  after the balance  sheet date but
     before financial  statements are issued or are available to be issued). FAS
     165 (ASC 855-10) requires an entity to disclose the date subsequent  events
     were evaluated and whether that evaluation took place on the date financial
     statements were issued or were available to be issued.  The Company adopted
     FAS 165 (ASC  855-10)  during the second  quarter of 2009.  The Company has
     evaluated  subsequent events and any related required  disclosures  through
     the date of the issuance of these financial statements.

     In June 2009, the FASB issued SFAS No. 168, The FASB  Accounting  Standards
     Codification and the Hierarchy of Generally Accepted Accounting  Principles
     ("SFAS  168"  or  ASC  105-10).  SFAS  168  (ASC  105-10)  establishes  the
     Codification  as the sole  source of  authoritative  accounting  principles
     recognized by the FASB to be applied by all nongovernmental entities in the
     preparation of financial  statements in conformity with GAAP. SFAS 168 (ASC
     105-10) was  prospectively  effective for financial  statements  issued for
     fiscal years ending on or after  September  15, 2009,  and interim  periods
     within those fiscal years. The adoption of SFAS 168 (ASC 105-10) on July 1,
     2009 did not  impact  the  Company's  results of  operations  or  financial
     condition. The Codification did not change GAAP; however, it did change the
     way GAAP is organized and presented.  As a result, these changes impact how
     companies  reference  GAAP  in  their  financial  statements  and in  their
     significant  accounting policies.  The Company implemented the Codification
     in this Report by providing references to the Codification topics alongside
     references to the corresponding standards.

     In October  2009,  the FASB issued  Accounting  Standards  Update  2009-14,
     Software (Topic 985):  Certain Revenue  Arrangements  That Include Software
     Elements. This update changed the accounting model for revenue arrangements
     that include both tangible products and software  elements.  This update is
     effective prospectively for revenue arrangements entered into or materially
     modified  in  fiscal  years  beginning  on or after  June 15,  2010.  Early
     adoption is  permitted.  The Company does not expect the  provisions of ASU
     2009-14 to have a material  effect on the  financial  position,  results of
     operations or cash flows of the Company.

     In October  2009,  the FASB issued  Accounting  Standards  Update  2009-13,
     Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements.
     This update addressed the accounting for multiple-deliverable  arrangements
     to enable  vendors to  account  for  products  or  services  (deliverables)
     separately  rather  than  as a  combined  unit  and  deliverables  will  be
     separated in more circumstances than under existing US GAAP. This amendment
     has eliminated that residual method of allocation. This update is effective
     prospectively for revenue  arrangements entered into or materially modified
     in fiscal  years  beginning on or after June 15,  2010.  Early  adoption is
     permitted.  The Company  does not expect the  provisions  of ASU 2009-13 to
     have a material effect on the financial position,  results of operations or
     cash flows of the Company.

     With the exception of the  pronouncements  noted above, no other accounting
     standards or  interpretations  issued or recently adopted are expected to a
     have, or did have, a material impact on the Company's  financial  position,
     operations or cash flows.

                                      F-8
<PAGE>
                                 BUYONATE, INC.
                          Notes to Financial Statements
                           December 31, 2009 and 2008


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Revenue Recognition

     We evaluate the  recognition  of revenue based on the criteria set forth in
     ASC Topic 985, SOFTWARE REVENUE RECOGNITION, and recognize revenue when all
     four of the following criteria are met:

     *    EVIDENCE OF AN ARRANGEMENT. Evidence of an agreement with the customer
          that reflects the terms and  conditions to deliver  products that must
          be present in order to recognize revenue.
     *    DELIVERY.  Delivery is  considered  to occur when a product is shipped
          and the risk of loss and rewards of ownership have been transferred to
          the customer. For web-based services,  delivery is considered to occur
          as the service is provided.  For digital downloads that do not have an
          online service  component,  delivery is considered to occur  generally
          when the download is made available.
     *    FIXED OR DETERMINABLE  FEE. If a portion of the arrangement fee is not
          fixed or  determinable,  we  recognize  revenue as the amount  becomes
          fixed or determinable.
     *    COLLECTION IS DEEMED  PROBABLE.  Collection  is deemed  probable if we
          expect the customer to be able to pay amounts under the arrangement as
          those  amounts  become due. If we  determine  that  collection  is not
          probable,  we  recognize  revenue  when  collection  becomes  probable
          (generally upon cash collection).

     Determining  whether and when some of these  criteria  have been  satisfied
     often  involves  assumptions  and  management  judgments  that  can  have a
     significant  impact on the  timing  and amount of revenue we report in each
     period.  For  example,  for  multiple  element  arrangements,  we must make
     assumptions  and judgments in order to (1) determine  whether and when each
     element has been delivered,  (2) determine whether undelivered  products or
     services are essential to the  functionality of the delivered  products and
     services, (3) determine whether vendor- specific objective evidence of fair
     value ("VSOE") exists for each  undelivered  element,  and (4) allocate the
     total price among the various  elements we must deliver.  Changes to any of
     these assumptions or management judgments,  or changes to the elements in a
     software  arrangement,  could cause a material  increase or decrease in the
     amount of revenue that we report in a particular period. Sales transactions
     may consist of multiple element  arrangements which typically would include
     technical   support  and  other  service  fees.   These  multiple   element
     arrangements  must be analyzed to determine the relative fair value of each
     element, the amount of revenue to be recognized upon delivery,  if any, and
     the  period  and  conditions   under  which  deferred   revenue  should  be
     recognized.

     The Company entered into a reseller  agreement with Yearbook Alive Software
     Company, its primary vendor,  effective July 31, 2008. Under the agreement,
     the Company is reselling the vendor's products and programs through offline
     and online markets to individuals, schools, school districts, county school
     districts, and state school agencies. Under the terms of the agreement, the
     Company has the right to market,  promote, and resell the software products
     developed  by YearBook  Alive,  and may set the price of the  products  for
     resale.  The Company has the right to sell the  software  without  paying a
     royalty until July 31, 2010. After July 31, 2010, the Company may choose to
     continue  selling  the  software  by paying an annual  royalty  advance  of
     $100,000.

                                      F-9
<PAGE>
                                 BUYONATE, INC.
                          Notes to Financial Statements
                           December 31, 2009 and 2008


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Revenue Recognition

     GROSS VERSUS NET REVENUE CLASSIFICATION

     In the normal  course of  business,  the Company  acts as a principal  with
     respect to sales to third  parties.  The  Company  distributes  software on
     behalf  of a  third-party  software  developer.  As  required  by FASB  ASC
     Subtopic  605-45,  PRINCIPAL AGENT  CONSIDERATIONS,  such  transactions are
     recorded  on a "gross" or "net" basis  depending  on whether the Company is
     acting as the "principal" in the transaction or acting as an "agent" in the
     transaction.  The Company serves as the principal in  transactions in which
     it has  substantial  risks  and  rewards  of  ownership  and,  accordingly,
     revenues are recorded on a gross basis. For those transactions in which the
     Company  does not have  substantial  risks and  rewards of  ownership,  the
     Company is considered an agent and, accordingly, revenues are recorded on a
     net basis.  To the extent  revenues  are  recorded  on a gross  basis,  any
     participations and royalties paid to third parties are recorded as expenses
     so that  the net  amount  (gross  revenues  less  expenses)  flows  through
     operating  income.  To the extent  revenues  are  recorded  on a net basis,
     revenues are reported based on the amounts  received,  less  participations
     and royalties paid to third parties. In both cases, the impact on operating
     income is the same  whether the Company  records the revenues on a gross or
     net basis.  Based on an evaluation of the individual  terms of its contract
     and whether the Company is acting as principal  or agent,  the Company will
     record any  revenues  from the  distribution  of  software on behalf of the
     third-party software developer on a gross basis.

2. EQUITY TRANSACTIONS

     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.

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 an  accumulated
     deficit of $47,494 as of December 31, 2009. Also, 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 which together raises  substantial  doubt regarding
     its ability to continue as a going concern.

     Management's  plans anticipate 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-10
<PAGE>
                                 BUYONATE, INC.
                          Notes to Financial Statements
                           December 31, 2009 and 2008


4. RELATED PARTY TRANSACTIONS

     The  Company  received  $3,250  during  2009 from  related  parties to fund
     ongoing  operations.  The related  party  advance is non interest  bearing,
     unsecured and due upon demand.

5. SUBSEQUENT EVENT

     In accordance with SFAS 165 (ASC 855-10), the Company's management reviewed
     all  material  events  through  the  date  of  issuance  of  the  financial
     statements and there were no material  subsequent events to report,  except
     as follows:

     On February 6, 2010 the Company  entered  into a stock  purchase  agreement
     wherein the majority  shareholders of the Company, Mr. Husni Hassadiyeh and
     Ms. Inbar Kuta have agreed to sell 4,000,000  shares of the Company's stock
     for a total of $355,000.


                                      F-11