UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                  For the fiscal year ended: December 31, 2008

[ ] 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 February 9,
2010.
<PAGE>
EXPLANATORY NOTE: This amended Form 10-K is filed in response to advice by the
U.S. Securities and Exchange Commission that on August 27, 2009, the PCAOB
revoked the registration of our prior auditor, Moore & Associates Chartered and
that 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, our new
auditor, GBH CPAs, PC, has conducted a re-audit of the Company's financial
statements for the year ended December 31, 2008, for the period from Inception
(July 9, 2007) through December 31, 2007 and for the period from Inception (July
9, 2007) through 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, for the period from Inception (July 9, 2007)
through December 31, 2007 and for the period from Inception (July 9, 2007)
through December 31, 2008. The Company has also updated its Management's
Discussion and Analysis.


                                       2
<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
                                     PART I

Item 1.     Business                                                           4

Item 1A.    Risk Factors                                                       7

Item 1B.    Unresolved Staff Comments                                          8

Item 2.     Properties                                                         8

Item 3.     Legal Proceedings                                                  8

Item 4.     Submission of Matters to a Vote of Security Holders                8

                                    PART II

Item 5.     Market for Registrant's Common Equity and Related Stockholder
            Matters and Issuer Purchases of Equity Securities                  8

Item 6.     Selected Financial Data                                           10

Item 7.     Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                         10

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk        14

Item 8.     Financial Statements and Supplementary Data                       14

Item 9.     Changes In and Disagreements With Accountants on Accounting
            and Financial Disclosure                                          14

Item 9A(T). Controls and Procedures                                           14

Item 9B.    Other Information                                                 16

                                    PART III

Item 10.    Directors, Executive Officers and Corporate Governance            16

Item 11.    Executive Compensation                                            18

Item 12.    Security Ownership of Certain Beneficial Owners and Management
            and Related Stockholder Matters                                   20

Item 13.    Certain Relationships and Related Transactions, and Director
            Independence                                                      21

Item 14.    Principal Accountant Fees and Services                            21

                                    PART IV

Item 15.    Exhibits, Financial Statement Schedules                           22

                                       3
<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
schools 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

                                       4
<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 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 to 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.

                                       5
<PAGE>
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

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.

                                       6
<PAGE>
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.

ITEM 1A. RISK FACTORS

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

                                       7
<PAGE>
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.

ITEM 4. 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

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, 2008

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

                      Fiscal Year Ending December 31, 2007

           Quarter Ended                  High $            Low $
           -------------                  ------            -----
        December 31, 2007                  N/A               N/A
        September 30, 2007                 N/A               N/A

                                       8
<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.

                                       9
<PAGE>
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.

ITEM 6. SELECTED FINANCIAL DATA

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

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.

                                       10
<PAGE>
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
schools 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.

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.

                                       11
<PAGE>
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.

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 significant and consistent
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.

                                       12
<PAGE>
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 next twelve month
period is $48,100.

As of December 31, 2008, we have not 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.

                                       13
<PAGE>
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 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, for the
period from Inception (July 9, 2007) through December 31, 2007 and for the
period from Inception (July 9, 2007) through 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, for the period from
Inception (July 9, 2007) through December 31, 2007 and for the period from
Inception (July 9, 2007) through December 31, 2008.

ITEM 9A(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.

                                       14
<PAGE>
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.

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 independent 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.

                                       15
<PAGE>
ITEM 9B. OTHER INFORMATION

None

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our executive officers and directors and their respective ages as of December
31, 2008 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.

                                       16
<PAGE>
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.

                                       17
<PAGE>
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.

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, 2008 and 2007.

                           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       2007       0         0           0           0             0               0               0             0
Hassadiyeh      2008       0         0           0           0             0               0               0             0
President,
Chief
Executive
Officer,
Principal
Executive
Officer,
and Director

Ms. Inbar Kuta  2007       0         0           0           0             0               0               0             0
Secretary,      2008       0         0           0           0             0               0               0             0
Treasurer,
Chief
Financial
Officer,
Principal
Financial
Officer,
Principal
Accounting
Officer
</TABLE>

                                       18
<PAGE>
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-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.

                                       19
<PAGE>
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

ITEM 12. 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.

                   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.

                                       20
<PAGE>
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.

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
  -----------------------        --------     -------------    --------   ----

2008                              $6,000           --            --        --

2007                              $4,000           --            --        --

                                       21
<PAGE>
                                     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       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                             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.

                                       22
<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)
                                     February 11, 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)
                                     February 11, 2010


                                 By: /s/ Inbar Kuta
                                     -------------------------------------------
                                     Inbar Kuta, Secretary, Treasurer, Principal
                                     Accounting Officer, Principal Financial
                                     Officer and Director
                                     February 11, 2010

                                       23
<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
Buyonate, Inc. (A Development Stage Company)
Las Vegas, Nevada

We have audited the accompanying balance sheets of Buyonate, Inc. (the
"Company") (a development stage company) as of December 31, 2008 and 2007, and
the related statements of operations, stockholders' equity, and cash flows for
the year ended December 31, 2008, and for the periods since inception on July 9,
2007 through December 31, 2007 and since inception on July 9, 2007 through
December 31, 2008, respectively. 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 audit 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, 2008 and 2007, and the results of its operations and its cash flows for the
year ended December 31, 2008 and for the periods since inception on July 9, 2007
through December 31, 2007 and since inception on July 9, 2007 through December
31, 2008, respectively, in conformity with accounting principles generally
accepted in the United States of America.


/s/ GBH CPAs, PC
----------------------------
GBH CPAs, PC
www.gbhcpas.com
Houston, Texas
February 10, 2010

                                      F-1
<PAGE>
                                 BUYONATE, INC.
                          (A Development Stage Company)
                                 Balance Sheets

<TABLE>
<CAPTION>
                                                                         December 31,       December 31,
                                                                            2008               2007
                                                                          --------           --------
<S>                                                                       <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                                    $     13           $ 17,000
                                                                          --------           --------

      Total Current Assets                                                      13             17,000
                                                                          --------           --------

      TOTAL ASSETS                                                        $     13           $ 17,000
                                                                          ========           ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                        $     --           $     --
                                                                          --------           --------

      Total Current Liabilities                                                 --                 --
                                                                          --------           --------
STOCKHOLDERS' EQUITY
  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
  Stock subscription receivable                                                 --            (23,900)
  Deficit accumulated during the development stage                         (40,887)                --
                                                                          --------           --------

      Total Stockholders' Equity                                                13             17,000
                                                                          --------           --------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $     13           $ 17,000
                                                                          ========           ========
</TABLE>


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

                                      F-2
<PAGE>
                                 BUYONATE, INC.
                          (A Development Stage Company)
                            Statements of Operations

<TABLE>
<CAPTION>
                                                          From Inception on      From Inception on
                                        For the Year        July 9, 2007           July 9, 2007
                                           Ended               Through                Through
                                        December 31,         December 31,           December 31,
                                           2008                 2007                   2008
                                        ----------           ----------             ----------
<S>                                     <C>                  <C>                    <C>
REVENUES                                $       --           $       --             $       --

OPERATING EXPENSES
  General and administrative                24,608                   --                 24,608
  Professional fees                         16,279                   --                 16,279
                                        ----------           ----------             ----------

Total Operating Expenses                    40,887                   --                 40,887
                                        ----------           ----------             ----------

LOSS FROM OPERATIONS                       (40,887                   --                (40,887)
                                        ----------           ----------             ----------
OTHER EXPENSES
  Interest expense                              --                   --                     --
                                        ----------           ----------             ----------

Total Other Expenses                            --                   --                     --
                                        ----------           ----------             ----------

LOSS BEFORE INCOME TAXES                   (40,887                   --                (40,887)
INCOME TAX EXPENSE                              --                   --                     --
                                        ----------           ----------             ----------

NET LOSS                                $  (40,887           $       --             $  (40,887)
                                        ==========           ==========             ==========

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

WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING - BASIC AND DILUTED         4,810,000            4,135,000
                                        ==========           ==========
</TABLE>


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

                                      F-3
<PAGE>
                                 BUYONATE, INC.
                          (A Development Stage Company)
                       Statements of Stockholders' Equity
            From Inception on July 9, 2007 through December 31, 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, July 9, 2007                    --      $  --      $     --       $     --       $      --      $     --

Common stock issued for cash
 at $0.0001 per share             4,000,000        400            --             --              --           400

Common stock issued for cash
 at $0.05 per share                 810,000         81        40,419        (23,900)             --        16,600

Net loss from inception
 through December 31, 2007               --         --            --             --              --            --
                                  ---------      -----      --------       --------       ---------      --------

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
                                  =========      =====      ========       ========       =========      ========
</TABLE>


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

                                      F-4
<PAGE>
                                 BUYONATE, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                         From Inception on    From Inception on
                                                        For the Year       July 9, 2007         July 9, 2007
                                                           Ended              Through              Through
                                                        December 31,        December 31,         December 31,
                                                           2008                2007                 2008
                                                         --------            --------             --------
<S>                                                      <C>                 <C>                  <C>
OPERATING ACTIVITIES
  Net loss                                               $(40,887)           $     --             $(40,887)
  Adjustments to Reconcile Net Loss to Net
   Cash Used by Operating Activities:
     Common stock issued for services                          --                  --                   --
                                                         --------            --------             --------

          Net Cash Used in Operating Activities           (40,887)                 --              (40,887)
                                                         --------            --------             --------

INVESTING ACTIVITIES                                           --                  --                   --
                                                         --------            --------             --------
FINANCING ACTIVITIES
  Common stock issued for cash                             23,900              17,000               40,900
                                                         --------            --------             --------

          Net Cash Provided by Financing Activities        23,900              17,000               40,900
                                                         --------            --------             --------

NET INCREASE (DECREASE) IN CASH                           (16,987)             17,000                   13

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

CASH AT END OF PERIOD                                    $     13            $ 17,000             $     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.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           December 31, 2008 and 2007


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Nature of Business
     Buyonate, Inc. (the "Company") was incorporated in the State of Nevada on
     July 9, 2007 to engage in providing 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. At December 31, 2008, the Company had no revenues and limited
     operations and is accordingly classified as a development stage company.

     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 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 outstanding during the period. Diluted loss 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. There were no such
     common stock equivalents outstanding as of December 31, 2008 and 2007.

                                           For the                For the
                                         Year Ended             Period Ended
                                         December 31,           December 31,
                                            2008                   2007
                                         -----------            -----------
     Loss (numerator)                    $   (40,887)           $        --
     Shares (denominator)                  4,810,000              4,135,000
                                         -----------            -----------
     Per share amount                    $     (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
     year ended December 31, 2008 or period ended Decmeber 31, 2007.

     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.

                                      F-6
<PAGE>
                                 BUYONATE, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           December 31, 2008 and 2007


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     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 the 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         From inception
                                                Year Ended           through
                                                December 31,       December 31,
                                                   2008               2007
                                                 --------           --------

     Income tax benefit at statutory rate        $(15,946)          $     --
     Change in Valuation allowance                 15,946                 --
                                                 --------           --------
     Income tax benefit per books                $     --           $     --
                                                 ========           ========

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

                                                December 31,       December 31,
                                                   2008               2007
                                                 --------           --------

     NOL 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 can 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.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           December 31, 2008 and 2007


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Recent Accounting Pronouncements

     In May 2009, the FASB issued SFAS 165 (ASC 855-10) entitled "Subsequent
     Events". Companies are now required to disclose the date through which
     subsequent events have been evaluated by management. Public entities (as
     defined) must conduct the evaluation as of the date the financial
     statements are issued, and provide disclosure that such date was used for
     this evaluation. SFAS 165 (ASC 855-10) provides that financial statements
     are considered "issued" when they are widely distributed for general use
     and reliance in a form and format that complies with GAAP. SFAS 165 (ASC
     855-10) is effective for interim and annual periods ending after June 15,
     2009 and must be applied prospectively. The adoption of SFAS 165 (ASC
     855-10) is not expected to have a significant effect on the Company's
     financial statements.

     In June 2009, the FASB issued SFAS 168, The FASB Accounting Standards
     Codification and the Hierarchy of Generally Accepted Accounting Principles.
     ("SFAS 168" pr 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 nd interim periods
     within those fiscal years. The adoption of SFAS 168 (ASC 105-10) is not
     expected to 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.

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

                                      F-8
<PAGE>
                                 BUYONATE, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           December 31, 2008 and 2007


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.

     We evaluate 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, and state
     school agencies. Under the terms of the agreement, the Company has the
     nonexclusive 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.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           December 31, 2008 and 2007


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     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

     On July 9, 2007 (inception), the Company issued 4,000,000 shares of its
     common stock to its Directors for cash 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.

3. SUBSEQUENT EVENT

     In accordance with SFAS 165 (ASC 855-10) Company management reviewed all
     material events through February 11, 2010 and there are 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-10