SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K

|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
    OF 1934

                 For the fiscal year ended: September 30, 2010

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                       Commission File Number: 333-154931

                               BUYRITE CLUB CORP.
                               ------------------
             (Exact Name of Registrant as Specified in Its Charter)

            FLORIDA                                     26-3290093
            -------                                     ----------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)

                              7076 SPYGLASS AVENUE
                               PARKLAND, FL 33076
                         -----------------------------
              (Address of principal executive office and zip code)

                                 (954) 599-3672
                                 --------------
              (Registrant's telephone number, including area code)


              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

          Securities Registered Pursuant to Section 12 (B) of the Act:

     Title of Each Class               Name of Each Exchange on Which Registered
     -------------------               -----------------------------------------
COMMON STOCK PAR VALUE 0.0001                              NONE

        Securities Registered Pursuant to Section 12(G) of the Act: None

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|

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K 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. |X|

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

         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 Act). Yes |X| No | |

As of September 30, 2010, the aggregate market value of such shares held by
non-affiliates of the Registrant's common stock was approximately $60,000.
Shares of the Registrant's common stock held by each executive officer and
director have been excluded in that such persons may be deemed to be affiliates
of the Registrant. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.

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

              CLASS OF STOCK               SHARES AS OF NOVEMBER 30, 2010
      -------------------------------      ------------------------------
      Common Stock, $0.0001 par value                  625,000

<PAGE>

                               BUYRITE CLUB CORP.
                                   FORM 10-K
                 For the Fiscal Period Ended September 30, 2010

                               TABLE OF CONTENTS
                                                                            Page
                                                                            ----
Cautionary Note Regarding Forward-Looking Statements .......................   3
Availability Of Information ................................................   4

PART I
     Item 1.     Business ..................................................   5
     Item 1A.    Risk Factors ..............................................   9
     Item 1B.    Unresolved Staff Comments .................................  14
     Item 2.     Properties ................................................  14
     Item 3.     Legal Proceedings .........................................  14
     Item 4.     Submission Of Matters To A Vote Of Security Holders .......  14

PART II
     Item 5.     Market For Registrant's Common Equity, Related Stockholder
                  Matters and Issuer Purchases of Equity Securities ........  14
     Item 6.     Selected Financial Data ...................................  15
     Item 7.     Management's Discussion and Analysis of Financial Condition
                  and Results of Operations Results of Operations
                   Year Ended September 30, 2010 vs. Year Ended
                    September 30, 2009 .....................................  16
                   Liquidity and Capital Resources
     Item 7A.    Quantitative and Qualitative Disclosures About Market Risk   19
     Item 8.     Financial Statements and Supplementary Data ...............  19
     Item 9.     Changes In and Disagreements With Accountants on Accounting
                  and Financial Disclosure .................................  20
     Item 9A.    Controls and Procedures ...................................  20
     Item 9B.    Other Information .........................................  22

PART III
     Item 10.    Directors, Executive Officers and Corporate Governance ....  22
     Item 11.    Executive Compensation ....................................  25
     Item 12.    Security Ownership of Certain Beneficial Owners and
                  Management and Related Stockholder Matters ...............  26
     Item 13.    Certain Relationships and Related Transactions, and
                 Director Independence Item 14. Principal Accountant Fees
                  and Services .............................................  26
     Item 14.    Principal Accounting Fees and Services ....................  26

PART IV
     Item 15.    Exhibits - Financial Statement Schedules ..................  27

OTHER
                 Signatures ................................................  28

                                       2
<PAGE>

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Report on Form 10-K may constitute
"forward-looking" statements as defined in Section 27A of the Securities Act of
1933 (the "Securities Act"), Section 21E of the Securities Exchange Act of 1934
(the "Exchange Act"), the Private Securities Litigation Reform Act of 1995 (the
"PSLRA") or in releases made by the Securities and Exchange Commission ("SEC"),
all as may be amended from time to time. Forward-looking statements include, but
are not limited to, statements that express our intentions, beliefs,
expectations, strategies, predictions or any other statements relating to our
future activities or other future events or conditions. These statements are
based on current expectations, estimates and projections about our business
based, in part, on assumptions made by management. Forward-looking statements
can be identified by, among other things, the use of forward-looking language,
such as the words "plan," "believe," "expect," "anticipate," "intend,"
"estimate," "project," "may," "will," "would," "could," "should," "seeks," or
"scheduled to," or other similar words, or the negative of these terms or other
variations of these terms or comparable language, or by discussion of strategy
or intentions. These statements are not guarantees of future performance and
involve risks, uncertainties and assumptions that are difficult to predict.
Therefore, actual outcomes and results may, and are likely to, differ materially
from what is expressed or forecasted in the forward-looking statements due to
numerous factors, including those described above and those risks discussed from
time to time in this Annual Report on Form 10-K, including the risks described
under "Risk Factors," and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in this report and in other documents which
we file with the Securities and Exchange Commission. In addition, such
statements could be affected by risks and uncertainties related to our ability
to raise any financing which we may require for our operations, competition,
government regulations and requirements, pricing and development difficulties,
our ability to make acquisitions and successfully integrate those acquisitions
with our business, as well as general industry and market conditions and growth
rates, and general economic conditions. Any forward-looking statements speak
only as of the date on which they are made, and we do not undertake any
obligation to update any forward-looking statement to reflect events or
circumstances after the date of this report.

This Form 10-K contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. These statements are therefore entitled to the protection of the safe
harbor provisions of these laws. These forward-looking statements involve risks
and uncertainties, and relate to future events or our future financial or
operating performance. These statements include, but are not limited to,
statements concerning:

   o  the anticipated benefits and risks of our business relationships;

   o  our ability to attract retail and business customers;

   o  the anticipated benefits and risks associated with our business strategy;

   o  our future operating results;

   o  the anticipated size or trends of the market segments in which we compete
      and the anticipated competition in those markets;

                                       3
<PAGE>

   o  potential government regulation;

   o  our future capital requirements and our ability to satisfy our capital
      needs;

   o  the potential for additional issuances of our securities;

   o  our plans to devote substantial resources to our sales and marketing
      teams;

   o  the possibility of future acquisitions of businesses, products or
      technologies;

   o  our belief that we can attract customers in a cost-efficient manner;

   o  our belief that current or future litigation will likely not have a
      material adverse effect on our business;

   o  the ability of our online marketing campaigns to be a cost-effective
      method of attracting customers;

   o  our belief that we can internally develop cost-effective branding
      campaigns;

   o  the results of upgrades to our infrastructure and the likelihood that
      additional future upgrades can be implemented without disruption of our
      business;

   o  our belief that we can maintain or improve upon customer service levels
      that we and our customers consider acceptable;

   o  our belief that our information technology infrastructure can and will
      support our operations and will not suffer significant downtime;

   o  statements about our community site business and its anticipated
      functionality;

   o  our belief that we can maintain inventory levels at appropriate levels
      despite the seasonal nature of our business; and,

   o  our belief that we can successfully offer and sell a constantly changing
      mix of products and services.

AVAILABILITY OF INFORMATION

You may read and copy any materials the Company files with the SEC at the SEC's
Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549.
Copies of such materials also can be obtained free of charge at the SEC's
website, www.sec.gov, or by mail from the Public Reference Room of the SEC, at
prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information
on the operation of the Public Reference Room. The SEC maintains an Internet
site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC. This
information can be accessed at the web site http://www.sec.gov.

                                       4
<PAGE>

                                     PART I

ITEM 1. BUSINESS

BACKGROUND AND CORPORATE INFORMATION
------------------------------------

INTRODUCTION

BUYRITE CLUB CORP. ("BUYRITE CLUB CORP.") is a development stage company,
incorporated in the State of Florida on August 31, 2008, to acquire, develop and
market a website ("www.buyriteclub.com")and sell memberships to individuals to
join into a membership club whereby savings through merchant purchases can be
earned for over 700 distinct merchants and over 100 gift cards. The members earn
their savings by purchasing products through the independent merchants and gift
cards whereby accumulating those savings through membership points.

The initial advantage to members joining the club is the savings incurred by
each member while they shop on the internet with the over 700 merchants and over
100 gift cards. In other words, as the members earn savings through normal
purchases on the internet with independent merchants and gift cards. The
internet provides the lowest cost marketing arena with the broadest audience for
these type of product sales.

The BuyRite Club component of our business is a loyalty and rewards program
designed as a shopping service through which members receive rebates (rewards
points) on purchases of products and services from participating merchants.
These rewards act as a common currency that may be accumulated and used at any
time to make additional purchases from any participating merchant in the
program.

The BuyRite Membership Club program is primarily a web based retail mall
concept. Retail sellers of goods and services join the program as participating
merchants agreeing to pay savings to us for our members who purchase goods and
services through the program. We collect all savings paid by participating
merchants and retain a portion as our fee for operating the membership program.
Another portion of the savings (generally one-half), is designated as earned by
the member who made the purchase. In certain circumstances, we also pay a
portion of the savings as residual passive income to the organization or company
which enrolled the member in the program.

Members, merchants and member providers (member providers are companies,
organizations and groups that enroll their employees or members in the Buyrite
program) may view reports on-line indicating the total amount of purchases made
and of savings accumulated. At the present time, when a member elects to redeem
all or any portion of the savings which he or she has accumulated, the member
purchases certificates or gift cards on-line that are redeemable at
participating merchants or load their accumulated savings onto our stored value
MasterCard, Discover Card or participating affiliated cards that can be utilized
at certain online and in-store merchants for redemption.

We acquired a website (www.buyriteclub.com)and intend to market it through
effective use of internet advertising such as Pay-Per-Click. The internet is the
broadest medium in existence, so if you market something on the internet, it
will have the widest reach with the most effective cost basis. Internet sales
are in a rapidly increasing cycle.

                                       5
<PAGE>

We have not generated any revenues to date and our activities have been limited
to developing the Business Plan. We will not have the necessary capital to
develop our Business Plan until we are able to secure financing. There can be no
assurance that such financing will be available on suitable terms. See
"Managements Discussion and Analysis Plan of Operations" and "Liquidity and
Capital Resources." We have no revenues, have achieved losses since inception,
have no operations, have been issued a going concern opinion and rely upon the
sale of our securities to funds operations.

The following description of our business is intended to provide an
understanding of our Company and the direction of our strategy.

                              STRATEGY AND SERVICE

We have established through market research that there is an extensive market
for club memberships offering members savings for purchases on the internet with
independent merchants and independent gift cards.

BUYRITE CLUB CORP. intends to offer our members the ability to purchase products
through over 700 independent merchants and over 100 gift cards. Our members will
receive a percentage of savings through our membership club whereby our members
accumulate savings to use for their future purchases. Therefore members can
accumulate savings of 0.5% to 15% of their purchased amounts from the merchants
listed on our web site. The accumulated savings by our members can be
substantially greater than their membership cost in our membership club which is
purely dependent on the amount of purchases the members actually completes
through our merchants web sites.

                                   THE MARKET

There is no way to accurately estimate the overall market for private membership
club sales on the internet.

                                   MANAGEMENT

It is intended that our President will provide all the labor for the company
initially and then hiring either employees or using independent contractors as
sales growth demands.

The company on September 15, 2008 entered into a contract with an independent
contractor (BSP Rewards Inc.) to provide for the internet mall including
merchants, gift cards and back office accounting. The contract provides for the
provider to participate as received a participation in the members savings. This
contract is currently being reviewed by the parties since the parent company has
recently merged as of October 19, 2010 and there are no assurances that the
current contractual relationship will be continued.

                              SALES AND MARKETING

We intend to hire independent contractors to do the website marketing and
maintenance. There are many such companies readily available through prior
experience with BSP Rewards Inc., our independent contractor providing the
internet gift cards and independent mall merchants. We believe we can do this in
an economical and effective manner.

                                       6
<PAGE>

                                  ADVERTISING

Advertising will be done primarily through internet search engines. There are
independent entities that have effective experience in the utilization of pay
per click advertising through the internet process. Additionally there are
methods of improving "web presence" on search engines by means without the need
for pay per click. Both methods will be used to attempt to establish our web
site (www.buyriteclub.com)as a credible web site to attract members for our
program.

                                  COMPETITION

There are many competitors on the internet selling similar membership programs
and products. We believe the most effective way to be successful against this
competition is a combination of quality products with independent merchants and
gift cards having exceptional customer service. Our experience tells us that
there are many companies selling inferior membership programs and very few
companies willing to truly put their stamp on customer service. BUYRITE CLUB
CORP intends to make itself available by phone and email to customers on a
personal level Inquiries will typically be responded to within minutes. This
type of service is typically lacking in internet sales and is extraordinarily
received.

                                    STAFFING

As of November 10, 2010, BUYRITE CLUB CORP. has no permanent staff other than
its sole officer and director, Judith Adelstein, who is the President and
Chairman of the company. Mrs. Adelstein has the flexibility to work on BUYRITE
CLUB CORP. up to 10 to 25 hours per week. She is prepared to devote more time to
our operations as may be required. She is not being paid at present.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

At present, BUYRITE CLUB CORP. has no employees other than its current sole
officer and director, Mrs. Adelstein, who has not been compensated. There are no
employment agreements in existence. The company presently does not have,
pension, health, annuity, insurance, stock options, profit sharing, or similar
benefit plans; however, the company may adopt plans in the future. There are
presently no personal benefits available to the company's director.

During the initial implementation of our marketing strategy, the company intends
to hire independent consultants to develop and market its website, rather than
hire full time website development, marketing and maintenance employees.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This section of the prospectus includes a number of forward-looking statements
that reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
"believe", "expect", "estimate", "anticipate", "intend", "project" and similar
expressions, or words which, by their nature, refer to future events. You should
not place undue certainty on these forward-looking statements, which apply only
as of the date of this prospectus. These forward-looking statements are subject
to certain risks and uncertainties that could cause actual results to differ
materially from historical results or our predictions.

We are a development stage company organized to market an internet private
membership club to offer a savings through internet purchases for our members at
over 700 merchants and over 100 gift cards.

                                       7
<PAGE>

We have not yet generated or realized any revenues from business operations. Our
auditors have issued a going concern opinion. This means there is substantial
doubt that we can continue as an on-going business for the next twelve (12)
months unless we obtain additional capital to pay our bills. This is because we
have not generated any revenues and no revenues are anticipated until we begin
marketing our products to customers. Accordingly, we must raise cash from
sources other than revenues generated such as from the proceeds of loans we
undertake.

From inception to September 30, 2010, the company's business operations have
primarily been focused on developing our business plan and market research.

LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

There is no historical financial information about us upon which to base an
evaluation of our performance. BUYRITE CLUB CORP. was incorporated in the State
of Florida on August 31, 2008; we are a development stage company attempting to
enter into the internet sales market. We have not generated any revenues from
our operations. We cannot guarantee we will be successful in our business
operations. Our business is subject to risks inherent in the establishment of a
new business enterprise, including the financial risks associated with the
limited capital resources currently available to us for the implementation of
our business strategies. (See "Risk Factors"). To become profitable and
competitive, we must develop the business, marketing plan, and execute the
plans. Our sole officer and director undertakes to provide us with initial
operating and loan capital to sustain our business plan over the next twelve
(12) month period partially through this offering and will seek alternative
financing through means such as borrowings from institutions or private
individuals.

                               PLAN OF OPERATION

Since inception (August 31, 2008) to, September 30, 2010, BUYRITE CLUB CORP. has
spent a total of $52,847 on start-up costs. The company has not generated any
revenue from business operations.

The company incurred expenditures of $31,738 for accounting services, the
preparation of audited financial statements and legal services. The company also
had expenditures of $20,936 for general administrative costs, consultants and
amortization.

Since inception, the majority of the company's time has been spent refining its
business plan and marketing, conducting industry research, and preparing for a
primary financial offering.

OUR CHALLENGES

Our ability to successfully operate our business and achieve our goals and
strategies is subject to numerous challenges and risks as discussed more fully
in the section titled "Risk Factors," including for example:

   o  any failure to expand our operations and web presence to sufficiently meet
      our customers' demands and our ability to attract new clients;

   o  any inability to effectively manage rapid growth and accurately project
      market demand for our product offerings;

   o  risks associated with future investments or acquisitions;

   o  economic, political, regulatory, legal and foreign exchange risks
      associated with web-based enterprises;

                                       8
<PAGE>

   o  any loss of key members of our senior management; and,

   o  unexpected changes in economic situations or legal environment.

You should read and consider the information set forth in "Risk Factors" and all
other information set forth in this filing.

                         SUMMARY FINANCIAL INFORMATION

The following table sets forth a summary of the financial data for Buyrite Club
Corp. for the period ended September 30, 2010 and 2009 and balance sheet data as
of September 30, 2010 and 2009. This information should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our financial statements and related notes appearing elsewhere
in this Report.

                                               12 Months Ended   12 Months Ended
                                                September 30,     September 30,
                                                     2010            2009
                                               ---------------   ---------------
Revenues ...................................      $      --         $      --
Operating expenses .........................         13,725            38,549
Other income/(expense) .....................           (123)              (50)
Net loss before taxes ......................        (13,848)          (38,599)
Income taxes ...............................             --                --
Net (loss) .................................        (13,848)          (38,599)
Loss per share - basic and diluted .........         (0.023)           (0.072)

As to Balance Sheet as of September 30, 2010
 and 2009
Working capital (deficit) ..................         (6.847)           (5,999)
Current assets .............................              1                51
Total assets ...............................          3,001             6,051
Current liabilities ........................          6,848             6,050
Total liabilities ..........................          6.848             6,050
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)........         (3,847)                1

OUR ADDRESSES

The address of the Company's principal executive office is 7076 Spyglass Avenue,
Parkland, FL 33076, and our telephone number is (954) 599-3672. We maintain a
website at www.buyriteclub.com that contains information about us, but that
information is not a part of this Annual Report.

ITEM 1A. RISK FACTORS

The Company considers the following to be the material risks for an investor.
Buyrite Club Corp. should be viewed as a high-risk investment and speculative in
nature. An investment in our common stock may result in a complete loss of the
invested amount. Please consider the following risk factors before deciding to
invest in our common stock.

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THERE IS SUBSTANTIAL UNCERTAINTY ABOUT THE ABILITY OF BUYRITE CLUB CORP. TO
CONTINUE ITS OPERATIONS AS A GOING CONCERN - AUDITOR'S GOING CONCERN

In their audit report dated September 30, 2010; our auditors have expressed an
opinion that substantial doubt exists as to whether we can continue as an
ongoing business. Because our officers may be unwilling or unable to loan or
advance any additional capital to BUYRITE CLUB CORP. we believe that if we do
not raise additional capital, we may be required to suspend or cease the
implementation of our business plans. As such we may have to cease operations.
Because the Company has been issued an opinion by its auditors that substantial
doubt exists as to whether it can continue as a going concern it may be more
difficult to attract investors, borrow funds or raise additional capital.

SINCE BUYRITE CLUB CORP. ANTICIPATES OPERATING EXPENSES WILL INCREASE PRIOR TO
EARNING REVENUE, IT MAY NEVER ACHIEVE PROFITABILITY - RISKS RELATED TO OUR
FINANCIAL CONDITION

The Company anticipates an increase in its operating expenses, without realizing
any revenues from the sale of its products.

There is no history upon which to base any assumption as to the likelihood that
the Company will prove successful. We cannot provide investors with any
assurance that our products will attract customers; generate any operating
revenue or ever achieve profitable operations. If we are unable to address these
risks, there is a high probability that our business can fail, which will result
in the loss of your entire investment.

OUR BUSINESS WILL FAIL IF WE DO NOT OBTAIN ADEQUATE FINANCING, RESULTING IN THE
COMPLETE LOSS OF YOUR INVESTMENT

If we are not successful in earning revenue once we have started our sale
activities, we may require additional financing to sustain our business
operations. Currently, we do not have any arrangements for financing and can
provide no assurances to investors that we will be able to obtain any when
required. Obtaining additional financing would be subject to a number of
factors, including the Company's sales results. These factors may have an effect
on the timing, amount, terms or conditions of additional financing and make such
additional financing unavailable to us. See "Description of Business."

No assurance can be given that the Company will obtain access to capital markets
in the future or that adequate financing to satisfy the cash requirements of
implementing our business strategies will be available on acceptable terms. The
inability of the Company to gain access to capital markets or obtain acceptable
financing could have a material adverse effect upon the results of its
operations and its financial conditions.

AS OUR SOLE OFFICER AND DIRECTOR HAS OTHER OUTSIDE BUSINESS ACTIVITIES, SHE MAY
BE UNABLE TO DEVOTE A MAJORITY OF HER TIME TO THE COMPANY. AS A RESULT, THERE
MAY BE PERIODIC INTERRUPTIONS IN OUR OPERATIONS AND OUR BUSINESS COULD FAIL.

Mrs. Adelstein, our sole officer and director, has other outside business
activities and is devoting only approximately 10-25 hours per week to our
operations. Our operations may be sporadic and occur at times which are not
convenient to Mrs. Adelstein, which may result in periodic interruptions or
suspensions of our business plan. If the demands of the company's business
require the full time of our executive officer, she is prepared to adjust her
timetable in order to devote more time to conducting our business operations.
However, our executive officer may be unable to devote sufficient time to the
management of the company's business, which may result in periodic interruptions
in the implementation of the company's business plans and operations. Such
delays could have a significant negative effect on the success of our business.

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The company is entirely dependent on the efforts and abilities of its sole
officer and director. The loss of our sole officer and director could have a
material adverse effect on the business and its prospects. The company believes
that all commercially reasonable efforts have been made to minimize the risks
attendant the departure from service of our current sole officer and director.
However, replacement personnel may be unavailable to us. Moreover, even if
available, replacement personnel may not enable the company to operate
profitably.

All decisions regarding the management of the company's affairs will be made
exclusively by its sole officer and director. Purchasers of the offered shares
may not participate in the management of the company and, therefore, are
dependent upon the management abilities of the company's sole officer and
director. The only assurance that the shareholders of the company (including
purchasers of the offered shares) have that the company's sole officer and
director will not abuse her discretion in making decisions, with respect to its
affairs and other business decisions, is her fiduciary obligations and business
integrity. Accordingly, no person should purchase offered shares unless that
person is willing to entrust all aspects of management to the company's sole
officer and director, or her successors. Potential purchasers of the offered
shares must carefully evaluate the personal experience and business performance
of the company's management.

The company's management may retain independent contractors to provide services
to the company. Those contractors have no fiduciary duty to the shareholders of
the company and may not perform as expected. The company does not maintain key
person life insurance on its sole officer and director.

IF WE EXPAND OUR OPERATIONS AND FAIL TO MANAGE THE RESULTING GROWTH EFFECTIVELY,
OUR BUSINESS WILL BE HARMED.

Our plans including developing name recognition for our membership club may not
occur. Our growth strategy is subject to significant risks which you should
carefully consider before purchasing the shares we are offering.

Although we plan on researching our market carefully, we may be slow to achieve
profitability, or may not become profitable at all, which will result in losses.
There can be no assurance that we will succeed.

Our systems, procedures and controls may not be adequate to support the
expansion of our business operations. The combination of membership costs,
maintenance of the web site, marketing expenses and other costs may exceed our
revenues. Significant growth will place managerial demands on all aspects of our
operations. Our future operating results will depend substantially upon our
ability to manage changing business conditions and to implement and improve our
marketing and distribution.

AS WE CURRENTLY HAVE NO MARKET FOR OUR SHARES, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES. EVEN IF A MARKET SHOULD DEVELOP, THE PRICE MAY BE VOLATILE
AND SHAREHOLDERS MAY LOSE THEIR ENTIRE INVESTMENT.

Further, even if a market develops, our common stock will be subject to price
fluctuations and volatility.

The company cannot apply directly to be quoted on the OTC Bulletin Board.
Additionally, the stock can be listed or traded only to the extent that there is
interest by broker/dealers in acting as a market maker in the company's stock.
Despite the company's best efforts, the company may not be able to convince any
broker/dealers to act as market-makers and make quotations on the OTC Bulletin
Board. It is the company's intent to contact potential market makers for the OTC
Bulletin Board after it has completed its primary offering.

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<PAGE>

IN THE EVENT THAT THE COMPANY'S SHARES ARE TRADED, THEY MAY TRADE UNDER $5.00
PER SHARE AND THUS WILL BE A PENNY STOCK. TRADING IN PENNY STOCKS HAS MANY
RESTRICTIONS AND THESE RESTRICTIONS COULD SEVERELY AFFECT THE PRICE AND
LIQUIDITY OF THE COMPANY'S SHARES.

In the event our shares are traded, and our stock trades below $5.00 per share
our stock would be known as a "penny stock" which is subject to various
regulations involving disclosures to be given to you prior to purchase of any
penny stock. The U.S. Securities and Exchange Commission (the "SEC") has adopted
regulations which generally define a "penny stock" to be any equity security
that has a market price of less than $5.00 per share, subject to certain
exceptions. Depending on market fluctuations, our common stock could be
considered to be a "penny stock". A penny stock is subject to rules that impose
additional sales practice requirements on broker/dealers who sell these
securities to persons other than established customers and accredited investors.

For transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of these securities. In addition he
must receive the purchaser's written consent to the transaction prior to the
purchase. He must also provide certain written disclosures to the purchaser.
Consequently, the "penny stock" rules may restrict the ability of broker/dealers
to sell our securities, and may negatively affect the ability of holders of
shares of our common stock to resell them. These disclosures require you to
acknowledge you understand the risk associated with buying penny stocks and that
you can absorb the entire loss of your investment. Penny stocks are low priced
securities that do not have a very high trading volume. Consequently, the price
of the stock is oftentimes volatile and you may not be able to buy or sell the
stock when you want.

AS THE COMPANY HAS 500,000,000 AUTHORIZED COMMON SHARES AND 10,000,000 PREFERRED
SHARES AUTHORIZED, THE COMPANY'S MANAGEMENT COULD ISSUE ADDITIONAL SHARES
DILUTING THE COMPANY'S CURRENT SHAREHOLDERS' EQUITY.

The company has 500,000,000 authorized common shares of which only 625,000 are
currently outstanding and will be issued and outstanding if all the shares in
this offering are sold. The company's management could, without the consent of
the company's existing shareholders issue substantially more shares causing a
large dilution in our current shareholders' equity position. Additionally, large
share issuances by the company would generally have a negative impact on our
share price. It is possible that due to additional share issuance you could lose
a substantial amount or all of your investment.

AS OUR COMPANY'S SOLE OFFICER AND DIRECTOR CURRENTLY OWNS MAJORITY OF THE
OUTSTANDING COMMON STOCK, INVESTORS MAY FIND DECISIONS MADE BY THE COMPANY'S
SOLE OFFICER AND DIRECTOR CONTRARY TO THEIR INTERESTS.

The company's sole officer and director owns majority of our current outstanding
common stock. As a result, she will be able to decide who will be directors and
control the direction of the company. Our sole officer and director's interests
may differ from the interests of our other stockholders. Factors that could
cause his interests to differ from the interests of other stockholders include
the impact of corporate transactions on the timing of our business operations
and her ability to continue to manage the business, in terms of the amount of
time she is able to devote to the company.

                                       12
<PAGE>

IF WE FILE FOR BANKRUPTCY PROTECTION OR ARE FORCED INTO BANKRUPTCY PROTECTION,
INVESTORS WILL LOSE THEIR ENTIRE INVESTMENT.

If we file for bankruptcy protection, or a petition for involuntary bankruptcy
is filed by creditors against us, all funds will become part of the bankruptcy
estate and administered according to the bankruptcy laws. In this case, you will
lose your investment and your funds will be used to pay creditors. You may never
realize a return on your investment.

THERE IS NO ASSURANCE THAT A PURCHASER OF SHARES WILL REALIZE A RETURN ON HIS
INVESTMENT OR THAT HE WILL NOT LOSE HIS ENTIRE INVESTMENT IN THE COMPANY.

To date, the company has limited operations and revenues. We have never earned a
profit and there can be no assurance that we will ever achieve profitable
operations. Our ability to implement our business plan is dependent, among other
things, on the completion of this Offering. If we fail to raise any or a
sufficient amount of money in this offering, we may fail as a business. Even if
we raise sufficient amount of funding in this Offering, there can be no
assurance that our business model will succeed.

We are a development stage company formed August 31, 2008 with the purpose to
establish itself as a corporation engaged in the sale of club memberships on the
internet. BUYRITE CLUB CORP. may be unable to establish "traffic" on the
internet and would then be unable to generate revenues. Additionally, internet
advertising expenses such as pay per click with internet search engines could
exceed revenues. There would be a substantial doubt, then, about our ability to
continue as a going concern.

We anticipate incurring losses during the period of time necessary to develop
internet traffic, develop memberships and create the marketing plan to be
recognized by the major search engines. Additionally, there can be no assurance
that we will ever operate profitably, even if this offering is successful.
Investors should not purchase shares in this offering unless they can afford to
lose their entire investment.

Because we are a newly formed company, there is no corporate operating history
on which to evaluate our potential for success.

Additionally, we face many risks inherent in a start-up business, including
difficulties and delays frequently encountered in connection with the
commencement of operations, operational difficulties and our potential
underestimation of initial and ongoing costs.

Executing the business plan requires that we spend significant funds based
entirely on our preliminary evaluation of the potential of the market. It is
impossible to predict the success of our business before marketing starts. The
ability of the company to generate revenues will depend upon a variety of
unpredictable factors, including:

The internet has many other companies selling various forms of these club
memberships, some of whom have established reputations, better and less
expensive sources of supply, more diverse product lines, and high levels of
recognition in the major search engines.

If we do not execute our business plan on schedule or within budget, our ability
to generate revenue may be diminished or delayed. Our ability to adhere to our
schedule and budget face many uncertainties

                                       13
<PAGE>

WE WILL INCUR INCREASED COSTS AS A RESULT OF BEING A PUBLIC COMPANY

As a public company, we incur significant legal, accounting and other expenses
that a private company does not incur. In addition, the Sarbanes-Oxley Act of
2002, as well as new rules subsequently implemented by the Securities and
Exchange Commission and stock exchanges have required changes in corporate
governance practices of public companies. We expect that these new rules and
regulations will increase our legal and financial compliance costs and will make
some activities more time-consuming and costly. For example, as a result of
becoming a public company, we need to create additional board committees and
adopt additional policies regarding internal controls and disclosure controls
and procedures. We will incur additional costs associated with public company
reporting requirements and compliance with the internal controls of Section 404
of the Sarbanes-Oxley Act of 2002. We also expect these new rules and
regulations will make it more difficult and more expensive for us to obtain
directors' and officers' liability insurance. As a result, our general and
administrative expenses will likely increase and it may be more difficult for us
to attract and retain qualified persons to serve on our board of directors or as
executive officers.

We are currently evaluating and monitoring developments with respect to these
new rules, and we cannot predict or estimate the amount of additional costs we
may incur or the timing of such costs.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 2. PROPERTIES

As of September 30, 2010, the Company did not lease or own any properties.
Currently, the Company utilizes the offices of Steven Adelstein, the husband of
the sole officer and director, Judith Adelstein, at no cost to the Company.

ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated.

No known director, officer or affiliate of the Company and no owner of record or
beneficial owner of more than 5.0% of the securities of the Company, or any
associate of any such director, officer or security holder is a party adverse to
the Company or has a material interest adverse to the Company in reference to
pending litigation.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of our security holders during the period
ended September 30, 2010.

                                    PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
        ISSUER PURCHASES OF EQUITY SECURITIES.

MARKET FOR OUR COMMON STOCK
---------------------------

Our common stock is not quoted on any Exchange.

                                       14
<PAGE>

REPORTS TO STOCKHOLDERS
-----------------------

Our shareholders, through our filings on the web, including http://www.sec.gov,
can review all of our period reporting requirements of the Exchange Act
including our annual report for September 30, 2010 and 2009.

APPROXIMATE NUMBER OF HOLDERS OF OUR COMMON STOCK
-------------------------------------------------

At September 30, 2010, there were approximately 51 stockholders of record of our
common stock.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
------------------------------------------------------------------

The Company has not adopted any equity compensation plan as of September 30,
2010.

DIVIDEND POLICY
---------------

We currently intend to retain and use any future earnings for the development
and expansion of our business and do not anticipate paying any cash dividends in
the near future.

ITEM 6. SELECTED FINANCIAL DATA

The selected statement of income data for the twelve (12) month period ended
September 30, 2010 and from inception (August 31, 2008) thru September 30, 2010
and balance sheet data as of September 30, 2010 and 2009 are derived from our
audited financial statements included elsewhere in this Report.

The following selected historical financial information should be read in
conjunction with our financial statements and related notes and the information
contained in Item 7. "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

                                                TWELVE (12)     FROM INCEPTION
                                               MONTHS ENDED    (AUGUST 31, 2008)
                                               SEPTEMBER 30,   THRU SEPTEMBER,30
STATEMENT OF OPERATIONS DATA:                      2010              2010
                                               -------------   -----------------
Sales revenue: .............................     $       -         $       -
Cost of sales ..............................             -                 -
Gross profit ...............................             -                 -
Expenses:
   General and Administrative expenses .....         3,800             7,450
   Consulting Fees .........................             0             7,486
   Legal and Accounting.....................         6,925            31,738
   Amortization ............................         3,000             6,000
      Total operating expenses .............        13,725            52,674

Loss from Operations .......................       (13,725)          (52,674)
Interest Expense ...........................          (123)             (173)
Net Loss ...................................     $ (13,848)        $ (52,847)

Loss per Share - basic and diluted .........     $   (.023)

Weighted average number of shares
 outstanding - basic and diluted ...........       606,875

                                       15
<PAGE>


                                                         SEPTEMBER 30,
BALANCE SHEET DATA:                                 2010              2009
                                                 ---------         ---------
Cash and cash equivalents ............           $       1         $      51
Working capital (deficit) ............              (6,847)           (5,999)
Total assets .........................               3,001             6,051
Total current liabilities ............               6,848             6,050
Long term liability ..................                   -                 -
Total liabilities ....................               6,848             6,050
Total stockholders' equity (deficit)..              (3,847)                1


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

OVERVIEW

OUR CORPORATE HISTORY

BUYRITE CLUB CORP. ("COMPANY","BUYRITE CLUB","BUYRITE MEMBERSHIP CLUB") is a
development stage company, incorporated in the State of Florida on August 31,
2008, to acquire, develop and market a website ("www.buyriteclub.com")and sell
memberships to individuals to join into a membership club whereby savings
through merchant purchases can be earned for over 700 distinct merchants and
over 100 gift cards. The members earn their savings by purchasing products
through the independent merchants and gift cards whereby accumulating those
savings through membership points.

The initial advantage to members joining the club is the savings incurred by
each member while they shop on the internet with the over 700 merchants and over
100 gift cards. In other words, as the members earn savings through normal
purchases on the internet with independent merchants and gift cards. The
internet provides the lowest cost marketing arena with the broadest audience for
these type of product sales.

The BuyRite Club component of our business is a loyalty and savings program
designed as a shopping service through which members receive rebates (rewards
points) on purchases of products and services from participating merchants.
These rewards act as a common currency that may be accumulated and used at any
time to make additional purchases from any participating merchant in the
program.

The BuyRite Membership Club program is primarily a web based retail mall
concept. Retail sellers of goods and services join the program as participating
merchants agreeing to pay savings to us for our members who purchase goods and
services through the program. We collect all savings paid by participating
merchants and retain a portion as our fee for operating the membership program.
Another portion of the savings (generally one-half), is designated as earned by
the member who made the purchase. In certain circumstances, we also pay a
portion of the savings as residual passive income to the organization or company
which enrolled the member in the program.

                                       16
<PAGE>

RESULTS OF OPERATIONS
--------------------------------------------------------------------------------

SALES REVENUES

STATEMENT OF OPERATION ITEMS
----------------------------

Results of Operations for the year ended September 30, 2010 compared to the year
ended September 30, 2009.

For the twelve (12) months ended September 30, 2010 and cumulative from August
31, 2008 (inception) through September 30, 2010, we had zero (0) revenues from
operations and a loss from operations of $(13,848) and $(52,847) respectively.

   o  Legal and Accounting Expenses

         For the twelve (12) months ended September 30, 2010, Legal and
         Accounting expenses decreased $17,888 as a primary result of the Form
         S-1 as filed with the Securities and Exchange Commission was completed
         during the year ending September 30, 2009.

   o  Consulting Fees

         For the twelve (12) months ended September 30, 2010, consulting fees
         decreased $7,486 as a primary result of the Form S-1 as filed with the
         Securities and Exchange Commission was completed during the year ending
         September 30, 2009.

   o  General and Administrative Expenses

         For the twelve (12) months ended September 30, 2010, General and
         Administrative expenses increased $550 which are considered normalized
         annual expenses.

Balance Sheet Items
-------------------

INTELLECTUAL ASSETS at September 30, 2010 were $3,000 as compared to $6,000 at
September 30, 2009. The decrease was a result of the amortization of $3,000 for
the year ending September 30, 2010. The intellectual asset has an estimated
useful life to be amortized over a three (3) year period.

ACCRUED LIABILITIES at September 30, 2010 were $4,870, compared to $4,500 at
September 30, 2009, an increase of $370. The increase was a result of increased
expenses for Legal and Accounting.

LOANS TO RELATED PARTIES were $1,978 at September 30, 2010 as compared to $1,500
at September 30, 2009. The increase of $478 was the result of a working capital
advancements from the sole Officer and Director.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2010, we had cash and cash equivalent of $1. The following
table provides detailed information about our net cash flow for September 30,
2010 and from inception (August 31, 2008) thru September 30, 2010.

                                       17
<PAGE>

                             STATEMENT OF CASH FLOW

                                                TWELVE (12)     FROM INCEPTION
                                               MONTHS ENDED   (AUGUST 31, 2008)
                                               SEPTEMBER 30,       THROUGH
                                                   2010       SEPTEMBER 30, 2010
                                               -------------  ------------------

Net cash (required) in operating activities .    $  (8,705)       $ (21,404)
Net cash provided by financing activities ...        8,655           21,405
Net cash flow (deficit) .....................          (50)               1

To date, we have funded our cash shortage and obtained the cash necessary to
continue operations primarily through debt and equity transactions with related
parties and through equity from our Form S-1 as filed with the Securities and
Exchange Commission. However, until operating revenues increase significantly,
we will continue to seek outside funding for the purpose of accelerating the
expansion of our operations. Without receiving any additional capital investment
management believes we will be unable to continue current business operations,
and continue the current gradual expansion of our operations.

RECENT ACCOUNTING PRONOUNCEMENTS

Recent accounting pronouncements are described in Note 3 to the Consolidated
Financial Statements.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on the Company's financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that would be material to
investors.

PLAN OF OPERATIONS

We have established through market research that there is an extensive market
for club memberships offering members savings for purchases on the internet with
independent merchants and independent gift cards.

BUYRITE CLUB CORP. intends to offer our members the ability to purchase products
through over 700 independent merchants and over 100 gift cards. Our members will
receive a percentage of savings through our membership club whereby our members
accumulate savings to use for their future purchases. Therefore members can
accumulate savings of 0.5% to 15% of their purchased amounts of the merchants
listed on our web site. The accumulated savings by our members can be
substantially greater than their membership cost in our membership club which is
purely dependent on the amount of purchases the members actually completes
through our merchants web sites.

We are aware that the economic condition has slowed operations substantially in
2009 and 2008 and we anticipate this continuing through 2009 and 2010 that the
U.S. economy is currently in a state of uncertainty. In addition, we are aware
that business trends relative to the Internet are constantly changing. The
combination of changing trends relative to the Internet and uncertainty
regarding economic growth could have a material impact on our short-term or
long-term liquidity or revenues or income from operations.

                                       18
<PAGE>

OUR BUSINESS

The following description of our business contains forward-looking statements
relating to future events or our future financial or operating performance that
involves risks and uncertainties, as set forth above under "Special Note
Regarding Forward-Looking Statements." Our actual results could differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including those set forth in Section 1A under the
heading "Risk Factors" and elsewhere in this Form 10-K.

OUR MARKET PRESENCE

The BuyRite Membership Club program is primarily a web based retail mall
concept. Retail sellers of goods and services join the program as participating
merchants agreeing to pay savings to us for our members who purchase goods and
services through the program. We collect all savings paid by participating
merchants and retain a portion as our fee for operating the membership program.
Another portion of the savings (generally one-half), is designated as earned by
the member who made the purchase. In certain circumstances, we also pay a
portion of the savings as residual passive income to the organization or company
which enrolled the member in the program.

Members, merchants and member providers (member providers are companies,
organizations and groups that enroll their employees or members in the BuyRite
program) may view reports on line indicating the total amount of purchases made
and of savings accumulated. At the present time, when a member elects to redeem
all or any portion of the savings which he or she has accumulated, the member
purchases certificates or gift cards on-line that is redeemable at participating
merchants or load their accumulated savings onto our stored value MasterCard,
Discover Card or participating affiliated cards that can be utilized at certain
online and in-store merchants for redemption.

We acquired a website (www.buyriteclub.com)and intend to market it through
effective use of internet advertising such as Pay-Per-Click. The internet is the
broadest medium in existence, so if you market something on the internet, it
will have the widest reach with the most effective cost basis. Internet sales
are in a rapidly increasing cycle.

OUR EMPLOYEES

As of September 30, 2010, BUYRITE CLUB CORP. has no permanent staff other than
its sole officer and director, Judith Adelstein, who is the President and
Chairman of the company. Mrs. Adelstein has the flexibility to work on BUYRITE
CLUB CORP. up to 10 to 25 hours per week. She is prepared to devote more time to
our operations as may be required. She is not being paid at present.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not use derivative financial instruments and have no foreign exchange
contracts. Our financial instruments consist of cash and cash equivalents, trade
accounts and contracts receivable, accounts payable and long-term obligations.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL DATA

The full text of our audited financial statements as of September 30, 2010 and
2009 begins on page F-1 of this Annual Report on Form 10-K.

                                       19
<PAGE>

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

CHANGE IN ACCOUNTANTS

During the fiscal years ended September 30, 2010 and 2009, there were no
disagreements with Lake & Associates CPA LLC on any matter of accounting
principles or practices, financial disclosure, or auditing scope or procedure.
There were no reportable events, as described in Item 304(a)(1)(v) of Regulation
S-K.

ITEM 9A. CONTROLS AND PROCEDURES

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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, the company's
principal executive and principal financial officers and effected by the
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
accounting principles generally accepted in the United States of America and
includes those policies and procedures that:

   -  Pertain to the maintenance of records that in reasonable detail accurately
      and fairly reflect the transactions and dispositions of the assets of the
      company;

   -  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 of America
      and that receipts and expenditures of the company are being made only in
      accordance with authorizations of management and directors of the company;
      and

   -  Provide reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the company's assets that
      could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations.

Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and
presentation. Because of the inherent limitations of internal control, there is
a risk that material misstatements may not be prevented or detected on a timely
basis by internal control over financial reporting. However, these inherent
limitations are known features of the financial reporting process. Therefore, it
is possible to design into the process safeguards to reduce, though not
eliminate, this risk.

                                       20
<PAGE>

As of September 30, 2010 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such assessments. Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described below. This
was due to deficiencies that existed in the design or operation of our internal
controls over financial reporting that adversely affected our internal controls
and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes. The aforementioned material weaknesses were identified
by our Sole Officer in connection with the review of our financial statements as
of September 30, 2010.

Management believes any of the matters noted above could result in a material
misstatement in our financial statements in future periods.

MANAGEMENT'S REMEDIATION INITIATIVES

In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:

We will create a position to segregate duties consistent with control objectives
and will increase our personnel resources and technical accounting expertise
within the accounting function when funds are available to us. And, we plan to
appoint one or more outside directors to our board of directors who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal controls and procedures such as reviewing and approving estimates and
assumptions made by management when funds are available to us.

Management believes that the appointment of one or more outside directors, who
shall be appointed to a fully functioning audit committee, will remedy the lack
of a functioning audit committee and a lack of a majority of outside directors
on our Board.

We anticipate that these initiatives will be at least partially, if not fully,
implemented by June 30, 2011. Additionally, we plan to test our updated controls
and remediate our deficiencies by September 30, 2011.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, which has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.

                                       21
<PAGE>

ITEM 9B. OTHER INFORMATION.

AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; REVERSE STOCK SPLIT
---------------------------------------------------------------------

On June 22, 2010, the Company amended its bylaws as follows:

   o  Increased authorized common shares to 500,000,000 having par value $0.0001

   o  Authorized preferred shares of 10,000,000 having par value $0.001

   o  We confirmed the reverse stock split of 20/1

         The above amendments to the company's bylaws was approved by the board
         of directors and the majority vote of common shareholders.

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT
OF CERTAIN OFFICERS
------------------------------------------------------------------------------

None.

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS OF AND CORPORATE GOVERNANCE

Set forth below are the names of our directors, officers and significant
employees, their ages, all positions and offices that they hold with us, the
period during which they have served as such, and their business experience
during at least the last five years. The Directors will serve until the next
annual meeting of the stockholders or until their successors are elected or
appointed and qualified. Executive officers will serve at the Board's
discretion.

Our sole officer and director will serve until his successor is elected and
qualified. Our officers are elected by the Board of Directors to a term of one
(1) year and serve until their successor is duly elected and qualified, or until
they are removed from office. The Board of Directors has no nominating, auditing
or compensation committees.

The name, address, age and position of our president, secretary/treasurer, and
director and vice president is set forth below:

Name and Address       Age     Position(s)
-----------------      ---     -----------
Judith Adelstein       62      President, Secretary/ Treasurer
7076 Spyglass Ave              Principal Executive Officer
Parkland, FL 33076             Principal Financial Officer and sole member
                               of the Board of Directors

The person named above has held her offices/positions since the inception of our
company and is expected to hold her offices/positions until the next annual
meeting of our stockholders.

BIOGRAPHICAL INFORMATION

2000 to present - Substitute School Teacher with The Broward County School
Board, State of Florida.

                                       22
<PAGE>

BOARD COMPOSITION AND MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors is currently composed of one (1) member: Judith
Adelstein. All actions of the Board of Directors require the approval of a
majority of the Directors in attendance at a meeting at which a quorum is
present.

COMMITTEES

Our Board of Directors currently has no committee.

Our Board of Directors has not established any committees, including an Audit
Committee, a Compensation Committee or a Nominating Committee, any committee
performing a similar function. The functions of those committees are being
undertaken by the entire board as a whole. Because we do not have any
independent directors, our Board of Directors believes that the establishment of
committees of the Board would not provide any benefits to our company and could
be considered more form than substance.

AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT

Our sole Direct is not an "audit committee financial expert" within the meaning
of Item 401(e) of Regulation S-B. In general, an "audit committee financial
expert" is an individual member of the audit committee or Board of Directors
who:

   o  understands generally accepted accounting principles and financial
      statements,

   o  is able to assess the general application of such principles in connection
      with accounting for estimates, accruals and reserves,

   o  has experience preparing, auditing, analyzing or evaluating financial
      statements comparable to the breadth and complexity to our financial
      statements,

   o  understands internal controls over financial reporting, and

   o  understands audit committee functions.

INDEPENDENT DIRECTORS

WE DO NOT HAVE ANY INDEPENDENT DIRECTORS AND WE HAVE NOT VOLUNTARILY IMPLEMENTED
VARIOUS CORPORATE GOVERNANCE MEASURES, IN THE ABSENCE OF WHICH, STOCKHOLDERS MAY
HAVE MORE LIMITED PROTECTIONS AGAINST INTERESTED DIRECTOR TRANSACTIONS,
CONFLICTS OF INTEREST AND SIMILAR MATTERS.

Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has
resulted in the adoption of various corporate governance measures designed to
promote the integrity of the corporate management and the securities markets.
Some of these measures have been adopted in response to legal requirements.
Others have been adopted by companies in response to the requirements of
national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on
which their securities are listed. Among the corporate governance measures that
are required under the rules of national securities exchanges are those that
address Board of Directors' independence, audit committee oversight, and the
adoption of a code of ethics. Our Board of Directors is comprised of one
individual who is also our executive officer.

Our executive officer makes decisions on all significant corporate matters such
as the approval of terms of the compensation of our executive officer and the
oversight of the accounting functions.

                                       23
<PAGE>

POLICY REGARDING BOARD ATTENDANCE

Our Director is expected to attend Board meetings as frequently as necessary to
properly discharge their responsibilities and to spend the time needed to
prepare for each such meeting. Our Director is expected to attend annual
meetings of stockholders, but we do not have a formal policy requiring them to
do so.

DIRECTOR COMPENSATION

Mrs. Judith Adelstein, the sole member of our Board of Directors, is also our
executive officer. We do not pay fees to directors for attendance at meetings of
the Board of Directors or of committees; however, we may adopt a policy of
making such payments in the future. We will reimburse out-of-pocket expenses
incurred by directors in attending board and committee meetings.

Under the terms of the Indemnification Agreements, we agreed to indemnify the
independent directors against expenses, judgments, fines, penalties or other
amounts actually and reasonably incurred by the independent directors in
connection with any proceeding if the independent director acted in good faith
and in our best interests. It is our practice to reimburse our directors for
reasonable travel expenses related to attendance at board of directors and
committee meetings.

FAMILY RELATIONSHIPS

Tammi Shnider (35 years of age) is the daughter of our Sole office and Director.
Mrs. Shnider is a lawyer and resides in a separate residence and has a husband
and two (2) children. Mrs. Shnider is not considered a beneficial owner of
Judith Adelstein. Mrs. Shnider owns 63,000 common shares (10.1%) including
shares held for the benefit of grandchildren of Judith Adelstein, our sole
officer and director.

COMPLIANCE WITH SECTION 16(A) OF EXCHANGE ACT

Based solely upon a review of Form 3 and 4 and amendments thereto furnished to
us under Rule 16a-3(d) of the Security Exchange Act during the fiscal twelve
(12) month period ended September 30, 2009 and amendments thereto furnish to us
with respect to the fiscal twelve (12) month period ended September 30, 2008 as
well as any written representation from a reporting person that no Form 5 is
required, we are aware that the following Board members failed to file reports
on a timely basis.

CODE OF ETHICS

In September 2008, we adopted a Code of Ethics and Business Conduct which is
applicable to our employees and which also includes a Code of Ethics for our
President and principal financial officers and persons performing similar
functions. A code of ethics is a written standard designed to deter wrongdoing
and to promote:

   o  honest and ethical conduct,

   o  full, fair, accurate, timely and understandable disclosure in regulatory
      filings and public statements,

   o  compliance with applicable laws, rules and regulations,

   o  the prompt reporting violation of the code, and

   o  accountability for adherence to the code.

                                       24
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

We did not pay any salaries in 2010. We do not anticipate beginning to pay
salaries until we have adequate funds to do so. There are no stock option plans,
retirement, pension, or profit sharing plans for the benefit of our officers and
director other than as described herein.

                     REMUNERATION OF DIRECTORS AND OFFICERS

The following table sets forth the remuneration of our sole director and officer
for the period from inception (August 31, 2008) through September 30,2010.

                              CAPACITIES IN WHICH AGGREGATE
NAME OF INDIVIDUAL            REMUNERATION WAS RECEIVED                Amount
------------------            -----------------------------            ------
Judith Adelstein              Sole Executive Officer and                $ 0
                              Director

We have no employment agreements with our sole Executive Officer and Director.
We will not pay compensation to Directors for attendance at meetings. We will
reimburse the Directors for reasonable expenses incurred during the course of
their performance.

BONUSES AND DEFERRED COMPENSATION

We do not have any agreements to issue bonuses, deferred compensation or
retirement plans. From time to time, the Board of Directors grants bonuses,
stock issuances and other benefits.

STOCK OPTIONS

The Company does not have any stock option plan.

PAYMENT OF POST-TERMINATION COMPENSATION

The Company does not have change-in-control agreements with any of its executive
officers, and the Company is not obligated to pay severance or other enhanced
benefits to executive officers upon termination of their employment.

LIMITATION OF LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS

Our bylaws provide for the indemnification of our present and prior directors
and officers or any person who may have served at our request as a director or
officer of another corporation in which we own shares of capital stock or of
which we are a creditor, against expenses actually and necessarily incurred by
them in connection with the defense of any actions, suits or proceedings in
which they, or any of them, are made parties, or a party, by reason of being or
having been director(s) or officer(s) of us or of such other corporation, in the
absence of negligence or misconduct in the performance of their duties. This
indemnification policy could result in substantial expenditure by us, which we
may be unable to recoup.

Insofar as indemnification by us for liabilities arising under the Securities
Exchange Act of 1934 may be permitted to our directors, officers and controlling
persons pursuant to provisions of the Articles of Incorporation and Bylaws, or
otherwise, we have been advised that in the opinion of the SEC, such
indemnification is against public policy and is, therefore, unenforceable. In
the event that a claim for indemnification by such director, officer or
controlling person of us in the successful defense of any action, suit or
proceeding is asserted by such director, officer or controlling person in
connection with the securities being offered, we will, unless in the opinion of
our counsel the matter has been settled by controlling precedent, submit to a

                                       25
<PAGE>

court of appropriate jurisdiction the question whether such indemnification by
us is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

At the present time, there is no pending litigation or proceeding involving a
director, officer, employee or other agent of ours in which indemnification
would be required or permitted. We are not aware of any threatened litigation or
proceeding which may result in a claim for such indemnification.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information with respect to the
beneficial ownership of our common stock as of September 30, 2010 for (a) each
of our directors, (b) each of our executive officers, (c) each stockholder known
to be the beneficial owner of more than 5% of any class of the our voting
securities, and (d) all directors and executive officers as a group. Beneficial
ownership is determined in accordance with Rule 13d-3 under the Securities
Exchange Act of 1934 and does not necessarily bear on the economic incidents of
ownership or the rights to transfer the shares described below. Unless otherwise
indicated, (a) each stockholder has sole voting power and dispositive power with
respect to the indicated shares and (b) the address of each stockholder who is a
director or executive officer is c/o Buyrite Club Corp. 7076 Spyglass Avenue,
Parkland, FL 33076.

Name and address                                    Percentage
Beneficial Ownership        Number of Shares        of ownership
--------------------        ----------------        ------------

Judith Adelstein               336,000 (1)              53.8%
7076 Spyglass Avenue
Parkland, FL  33076

Tammi Shnider (3)               63,000 (2)              10.1%

All Officers and               336,000                  53.8%
Directors as a Group
(1 person)
_________

(1) The person named above may be deemed to be a "parent" and "promoter" of our
company, within the meaning of such terms under the Securities Act of 1933, as
amended, by virtue of his direct and indirect stock holdings. Mrs. Adelstein is
the only "promoter" of our company.

(2) Includes 36,000 common shares held as custody for 4 minor age children.

(3) Tammi Shnider (36 years of age) is the daughter of our Sole officer and
Director. Mrs. Shnider is a lawyer and resides in a separate residence and has a
husband and two (2) children. Mrs. Shnider is not considered a beneficial owner
of Judith Adelstein.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

From time to time, the Company borrows from officers and directors. At September
30, 2010 and 2009, these loans were $1,978 and $1,500 respectively.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Lake & Associates CPA LLC is the Company's independent registered public
accounting firm engaged to examine the Company's financial statements for the
fiscal period ended September 30, 2010 and 2009.

                                       26
<PAGE>

FEES FOR THE FISCAL PERIOD ENDED SEPTEMBER 30, 2010 AND 2009

AUDIT FEES - Lake & Associates CPA LLC was paid or accrued an aggregate fee of
approximately $5,000 per period for the auditing services for the fiscal period
ended September 30, 2010 and 2009. These fees for auditing services included the
audit of our annual financial statements and for the reviews of the financial
statements included in our quarterly reports on Form 10-Q for the periods ended
December 31, March 31, and June 30.

AUDIT RELATED FEES - Lake & Associates CPA LLC was not paid or no fees were
accrued for assurance and related services that were related to the audit or
review of the Company's financial statements during the fiscal years ended
September 30, 2010 and 2009.

TAX FEES - Lake & Associates CPA LLC was paid or accrued a fee of approximately
$500 for tax compliance, advice, and planning during the fiscal years ended
September 30, 2010 and 2009.

ALL OTHER FEES. Lake & Associates CPA LLC did not bill the Company for any
products or services other than the foregoing during the fiscal years ended
September 30, 2010 and 2009.

BOARD OF DIRECTORS PRE-APPROVAL POLICIES AND PROCEDURES

Since the establishment of the Audit Committee, our Board of Directors has
adopted the policy to pre-approve audit and permissible non-audit services
provided by our independent auditors.

                                    PART IV

ITEM 15. EXHIBITS

The Exhibits listed below are filed as part of the S-1 and Amendments as filed
with the Securities and Exchange Commission.

EXHIBIT NO.   DOCUMENT DESCRIPTION
-----------   --------------------
    3.1       Articles of Incorporation (incorporated by reference from
              Registration Statement on Form S-1 filed with the Securities and
              Exchange Commission on November 3, 2008) and restated and amended
              Articles of Incorporation as filed (incorporated by reference on
              Form 8-K with the Securities and Exchange Commission on
              June 23, 2010).

    3.2       By-laws (incorporated by reference from Registration Statement on
              Form S-1 filed with the Securities and Exchange Commission on
              November 3, 2008) and restated and amended By-laws as filed
              (incorporated by reference on Form 8-K with the Securities and
              Exchange Commission on June 23, 2010).

    14        Code of Ethics (incorporated by reference from Registration
              Statement on Form S-1 filed with the Securities and Exchange
              Commission on November 3, 2008).

    31.1      Certification of Principal Executive Officer and Principal
              Financial and Accounting Officer pursuant to Section 302 of the
              Sarbanes-Oxley Act of 2002

    32.1      Certification of Principal Executive Officer and Principal
              Financial and Accounting Officer pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002

                                       27
<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.

                                        BUYRITE CLUB CORP.

         Date: November 30, 2010        By: /s/ Judith Adelstein
                                            --------------------
                                        President, Secretary/ Treasurer
                                        Principal Executive Officer
                                        Principal Financial Officer and
                                        sole member of the Board of Directors

                                       28
<PAGE>

                               BUYRITE CLUB CORP
                         (A DEVELOPMENT STAGE COMPANY)

                         INDEX TO FINANCIAL STATEMENTS


                                                                        PAGE
                                                                     -----------

Report of Independent Registered Public Accounting Firm ..........       F-2

Balance Sheet ....................................................       F-3

Statements of Operations .........................................       F-4

Statements of Stockholders' Equity/(Deficit) .....................       F-5

Statements of Cash Flows .........................................       F-6

Notes to Financial Statements ....................................   F-7 to F-15


                                      F-1
<PAGE>

                                                        LAKE & ASSOCIATES, CPA'S

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Buyrite Club Corp.

We have audited the accompanying balance sheet of Buyrite Club Corp. (a
development stage enterprise)(the "Company") as of September 30, 2010 and 2009
and the related statements of operations, stockholders' equity/(deficit), and
cash flows for the years then ended, and for the period from August 31, 2008
(inception) through September 30, 2010. 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 audit to obtain reasonable assurance about 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 also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, 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 Buyrite Club Corp. (a Florida
corporation) as of September 30, 2010 and 2009 and the results of its operations
and its cash flows for the years then ended and the period August 31, 2008
(inception) through September 30, 2010, 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 further in Notes 2 and 4,
the Company has been in the development stage since its inception (August 31,
2008) and continues to incur significant losses. The Company's viability is
dependent upon its ability to obtain future financing and the success of its
future operations. These factors raise substantial doubt as to the Company's
ability to continue as a going concern. Management's plan in regard to these
matters is also described in Notes 2 and 4. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

/s/ Lake & Associates CPA's LLC
Lake & Associates CPA's LLC
Schaumburg, Illinois
November 5, 2010



1905 Wright Boulevard
Schaumburg, IL 60193

Phone: 847-524-0800
Fax: 847-524-1655

                                      F-2
<PAGE>

                               BUYRITE CLUB CORP
                         (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEET
                                   (Audited)

                                     ASSETS
                                     ------

                                                    September 30,  September 30,
                                                        2010           2009
                                                    -------------  -------------
CURRENT ASSETS:
  Cash and equivalents ...........................  $          1   $         51
                                                    ------------   ------------
    Total Current Assets .........................             1             51
                                                    ------------   ------------

OTHER ASSETS:
  Intellectual assets, net .......................         3,000          6,000
                                                    ------------   ------------

    Total Assets .................................  $      3,001   $      6,051
                                                    ============   ============

               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
               -------------------------------------------------

CURRENT LIABILITIES:
  Accounts payable ...............................  $         --   $         --
  Accrued expenses ...............................         4,870          4,500
  Accrued interest payable .......................          --               50
  Loans from related parties .....................         1,978          1,500
                                                    ------------   ------------
    Total Liabilities ............................         6,848          6,050
                                                    ------------   ------------

STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred stock, par value $.001;
    10,000,000 shares authorized; 0 issued at
    September 30, 2010 and September 30, 2009 ....  $         --   $         --
  Common stock , par value $.0001; 500,000,000
    shares authorized; 625,000 shares issued as of
    September 30, 2010 and 600,000 shares issued
    as of September 30, 2009 .....................            63             60
  Additional paid in capital .....................        48,937         38,940
  Deficit accumulated during the development stage       (52,847)       (38,999)
                                                    ------------   ------------
    Total Stockholders' Equity/(Deficit) .........        (3,847)             1
                                                    ------------   ------------

    Total Liabilities and Stockholders'
     Equity/(Deficit) ............................  $      3,001   $      6,051
                                                    ============   ============

        The accompanying notes are an integral part of these statements.

                                      F-3
<PAGE>

                               BUYRITE CLUB CORP
                         (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
     For the Period August 31, 2008 (inception) through Septermber 30, 2010

                                                                Cumulative from
                                   For the         For the      August 31, 2008
                                twelve months   twelve months     (inception)
                                    ended           ended           through
                                September 30,   September 30,    September 30,
                                    2010            2009             2010
                                -------------   -------------   ---------------

Net Sales ....................  $          --   $          --   $            --

Cost of Sales ................             --              --                --
                                -------------   -------------   ---------------

Gross Profit .................             --              --                --

Operating Expenses:
  Legal and Accounting .......          6,925          24,813            31,738
  Consulting .................             --           7,486             7,486
  General and Administrative .           3800           3,250             7,450
  Amortization ...............           3000           3,000             6,000
                                -------------   -------------   ---------------

Total Operating Expenses .....         13,725          38,549            52,674
                                -------------   -------------   ---------------

Operating Loss ...............        (13,725)        (38,549)          (52,674)

Other income/expenses:
  Interest expense ...........           (123)            (50)             (173)
                                -------------   -------------   ---------------
Total Other Income/(Expenses)            (123)            (50)             (173)

Net (loss) before Income Taxes        (13,848)        (38,599)          (52,847)

Provision for Income Taxes ...             --              --                --
                                -------------   -------------   ---------------

Net (loss) ...................  $     (13,848)  $     (38,599)  $       (52,847)
                                =============   =============   ===============

Basic and diluted net loss
 per common share ............  $      (0.023)  $      (0.072)

Weighted average number of
 common shares outstanding ...        606,875         537,500

        The accompanying notes are an integral part of these statements.

                                      F-4
<PAGE>
<TABLE>
                                           BUYRITE CLUB CORP
                                     (A DEVELOPMENT STAGE COMPANY)
                              STATEMENT OF STOCKHOLDERS' EQUITY/(DEFICIT)
                 For the Period August 31, 2008 (inception) through September 30, 2010
<CAPTION>
                                                                             Accumulated
                                                                              (Deficit)       Total
                               Preferred Stock   Common Stock    Additional    During     Stockholders'
                               ---------------  ---------------   Paid in    Development     Equity/
Par Value of $0.0001           Shares   Amount  Shares   Amount   Capital       Stage       (Deficit)
-----------------------------  -------  ------  -------  ------  ----------  -----------  -------------
<S>                            <C>      <C>     <C>      <C>     <C>         <C>          <C>
Balance at August 31, 2008
 (date of inception) ........       --  $   --       --  $   --  $       --  $        --  $          --

Common Stock issued for
 subscription agreement .....       --      --  450,000      45       8,955           --          9,000

Net (loss) for the period
 ending September 30, 2008 ..       --      --       --      --          --         (400)          (400)
                               -------  ------  -------  ------  ----------  -----------  -------------

Balance at
 September 30, 2008 .........       --      --  450,000      45       8,955         (400)         8,600
                               -------  ------  -------  ------  ----------  -----------  -------------

Common shares issued for
 services February 28, 2009 .       --      --   94,000       9      18,791           --         18,800

Common shares issued for
 cash February 28, 2009 .....       --      --   56,000       6      11,194           --         11,200

Net (loss) for the twelve
 month period ending
 September 30, 2009 .........       --      --       --      --          --      (38,599)       (38,599)
                               -------  ------  -------  ------  ----------  -----------  -------------

Balance at
 September 30, 2009 .........       --      --  600,000      60      38,940      (38,999)             1
                               -------  ------  -------  ------  ----------  -----------  -------------

Common shares issued for
 liabilities June 22, 2010 ..       --      --   25,000       3       9,997           --         10,000

Net (loss) for the twelve
 month period ending
 September 30, 2010 .........       --      --       --      --          --      (13,848)       (13,848)
                               -------  ------  -------  ------  ----------  -----------  -------------

Balance at
 September 30, 2010 .........       --  $   --  625,000  $   63  $   48,937  $   (52,847) $      (3,847)
                               =======  ======  =======  ======  ==========  ===========  =============

                    The accompanying notes are an integral part of these statements.

                                                  F-5
</TABLE>
<PAGE>
<TABLE>
                                         BUYRITE CLUB CORP
                                   (A DEVELOPMENT STAGE COMPANY)
                                     STATEMENTS OF CASH FLOWS
               For the Period August 31, 2008 (inception) through September 30, 2010
<CAPTION>
                                                                                   Cumulative from
                                                      For the         For the      August 31, 2008
                                                   twelve months   twelve months     (inception)
                                                       ended           ended           through
                                                   September 30,   September 30,    September 30,
                                                       2010            2009             2010
                                                   -------------   -------------   ---------------
<S>                                                <C>             <C>             <C>
OPERATING ACTIVITIES:
  Net loss ......................................  $     (13,848)  $     (38,599)  $       (52,847)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Increase in amortization ....................          3,000           3,000             6,000
    Issuance of common stock for services .......          1,600          18,800            20,400
    Issuance of common stock for interest .......            173              --               173
    Changes in operating assets and liabilities:
      Increase/(decrease) in accrued expenses ...            370           4,500             4,870
                                                   -------------   -------------   ---------------

        Net cash used in operating activities ...         (8,705)        (12,299)          (21,404)
                                                   -------------   -------------   ---------------

FINANCING ACTIVITIES:
  Issuance of common stock for cash .............             --          11,200            11,200
  Increase/(decrease) in accrued interest payable            (50)             50                --
  Borrowings from related parties ...............          8,705           1,100            10,205
                                                   -------------   -------------   ---------------

        Net cash provided by (used in) financing
         activities .............................          8,655          12,350            21,405
                                                   -------------   -------------   ---------------

NET INCREASE IN CASH ............................            (50)             51                 1
                                                   -------------   -------------   ---------------

CASH BEGINNING BALANCE ..........................             51              --                --

CASH ENDING BALANCE .............................  $           1   $          51   $             1
                                                   =============   =============   ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Taxes paid ....................................  $          --   $          --   $            --
                                                   =============   =============   ===============
  Interest paid .................................  $          --   $          --   $            --
                                                   =============   =============   ===============

NONCASH TRANSACTIONS AFFECTING OPERATING,
 INVESTING AND FINANCING ACTIVITIES:
  Issuance of common stock for subscription
   agreement ....................................  $          --   $          --   $         9,000
                                                   =============   =============   ===============
  Issuance of common stock for debt .............  $       8,227   $          --   $         8,227
                                                   =============   =============   ===============

                 The accompanying notes are an integral part of these statements.

                                                F-6
</TABLE>
<PAGE>

                               BUYRITE CLUB CORP.
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
           FOR THE PERIOD AUGUST 31, 2008 THROUGH SEPTEMBER 30, 2010

NOTE 1 ORGANIZATION

         BUYRITE CLUB CORP. (a development stage enterprise) (the Company) was
formed on August 31, 2008 in the State of Florida. The Company's activities to
date have been primarily directed towards the raising of capital, acquiring
intellectual properties and beta testing its web site www.buyriteclub.com.

NOTE 2 LIQUIDITY, FINANCIAL CONDITION AND MANAGEMENT'S PLANS

         The Company's financial statements for the year ended September 30,
2010 have been prepared assuming that it will continue as a going concern. To
date the Company has generated limited revenues, has substantial operating
losses and an accumulated deficit since its inception in August 2008. The
Company incurred a net loss from continuing operations of $13,848 and used
$8,705 of cash in continuing operations for the year ended September 30, 2010.
At September 30, 2010, the Company had a working capital deficit of $6,847,
limited financial resources available to pay ongoing financial obligations as
they become due and a $52,847 accumulated deficit. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.


         The Company has principally financed its operations for the year ended
September 30, 2010, using proceeds from short term borrowings primarily from the
sale of common shares and advances from related parties.

         Management believes the Company's ability to continue operations are
dependent on its ability to continue to raise capital. At the present time, we
have no commitments for any additional financing. If the Company is unable to
raise additional capital or encounters unforeseen circumstances, it may be
required to take additional measures to conserve liquidity, which could include,
but not necessarily be limited to, curtailing its operations, suspending the
pursuit of its business plan, and controlling overhead expenses. The Company
cannot provide any assurance that it will raise additional capital as necessary
nor can it provide any assurance that new financing will be available to it on
commercially acceptable terms, if at all. Management believes that the ability
to raise additional capital could be negatively impacted as a result of its
securities not being traded on an active trading market.

NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - Development Stage Company
-------------------------------------------------

         The Company has not earned any revenue from operations. Accordingly,
the Company's activities have been accounted for as those of a "Development
Stage Enterprise" as set forth in Accounting Standards Codification ("ASC") 915
"Development Stage Entities", which was previously Financial Accounting
Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required by
ASC 915 are that the Company's financial statements be identified as those of a
development stage company, and that the statements of operations, stockholders'
equity/(deficit) and cash flows disclose activity since the date of the
Company's inception.

                                      F-7
<PAGE>

                               BUYRITE CLUB CORP.
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
           FOR THE PERIOD AUGUST 31, 2008 THROUGH SEPTEMBER 30, 2010

Accounting Method
-----------------

         The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a fiscal year ending on September
30.

Income Taxes
------------

         The Company accounts for income taxes as outlined in ASC 740 "Income
Taxes", which was previously Financial Accounting Standards Board (FASB)
Statement No. 109, ("Accounting for Income Taxes"). Under ASC 740, deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. Under ASC 740, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date. There were no current or deferred income tax
expense or benefits due to the Company not having any material operations for
the period ended September 30, 2010.

Cash Equivalents
----------------

         The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.

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 and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

         Determination of fair values involves subjective judgment and estimates
not susceptible to substantiation by auditing procedures. Accordingly, under
current auditing standards, the notes to our financial statements will refer to
the uncertainty with respect to the possible effect of such valuations, and any
change in such valuations, on our financial statements.

                                      F-8
<PAGE>

                               BUYRITE CLUB CORP.
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
           FOR THE PERIOD AUGUST 31, 2008 THROUGH SEPTEMBER 30, 2010

Impairment of Long-Lived Assets
-------------------------------

         In accordance with ASC 360-10-05-4 "Property, Plant, and
Equipment-Impairment or Disposal of Long-Lived Assets", which was previously
Financial Accounting SFAS No.144, "Accounting for the Impairment or Disposal of
Long-lived Assets", the Company assesses long-lived assets, such as property and
equipment and intangible assets subject to amortization, are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset group may not be fully recoverable. Recoverability
of asset groups to be held and used in measured by a comparison of the carrying
amount of an asset group to estimated undiscounted future cash flows expected to
be generated by the asset group. If the carrying amount exceeds its estimated
future cash flows, an impairment charge is recognized by the amount by which the
carrying amount of an asset group exceeds the fair value of the asset group. The
Company evaluated its long-lived assets and no impairment charges were recorded
for any of the periods presented.

Basic Loss Per Common Share
---------------------------

         Basic loss per common share has been calculated based on the weighted
average number of shares outstanding during the period after giving retroactive
effect to stock splits. There are no dilutive securities at September 30, 2010
for purposes of computing fully diluted earnings per share.

Dividends
---------

         The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid or declared since inception.

Share-Based Payments
--------------------

         The Company adopted ASC 718 "Compensation - Stock Compensation", which
was previously Statement of Financial Accounting standards ("SFAS") No. 123
(Revised December 2004), "Share-Based Payment" (SFAS No. 123R), which requires
the measurement and recognition of compensation expense for all share-based
payment awards made to employees and directors, including stock options,
employee stock purchases related to an employee stock purchase plan and
restricted stock units based on estimated fair values of the awards over the
requisite employee service period. SFAS No. 123R supersedes Accounting
Principles Board Opinion No. 25 ("APB No. 25"), "Accounting for Stock Issued to
Employees", which the company previously followed in accounting for stock-based
awards. In March 2005, the SEC issued Staff Bulletin No. 107("SAB No. 107"), to
provide guidance on SFAS 123R. The Company has applied SAB No. 107 in its
adoption of SFAS No. 123R.

         Under SFAS No. 123R, stock-based compensation cost is measured at the
grant date, based on the estimated fair value of the award, and is recognized on
a straight-line basis as expense over the employee's requisite service period.
The Company adopted the provisions of the SFAS 123R in its fiscal year ended
September 30, 2008 using the modified prospective application method.

                                      F-9
<PAGE>

                               BUYRITE CLUB CORP.
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
           FOR THE PERIOD AUGUST 31, 2008 THROUGH SEPTEMBER 30, 2010

         The valuation provisions of SFAS 123R apply to new awards and to awards
that are outstanding on the effective date (or date of adoption) and
subsequently modified or cancelled; prior periods are not revised for
comparative purposes. Estimated compensation expense for awards outstanding on
the effective date will be recognized over the remaining service period using
the compensation cost calculated for pro forma disclosure under FASB Statement
No. 123, "Accounting for Stock-Based Compensation".

Fair value of Financial Instruments
-----------------------------------

         Financial instruments consist principally of cash, trade and related
party payables, accrued liabilities, short-term obligations and notes payable.
The carrying amounts of such financial instruments in the accompanying balance
sheets approximate their fair values due to their relatively short-term nature.
It is management's opinion that the Company is not exposed to any significant
currency or credit risks arising from these financial instruments.

Related Parties
---------------

         Related parties, which can be a corporation, individual, investor or
another entity are considered to be related if the party has the ability,
directly or indirectly, to control the other party or exercise significant
influence over the Company in making financial and operating decisions.
Companies are also considered to be related if they are subject to common
control or common significant influence. The Company has these relationships.

Reclassification
----------------

         Certain amounts in the prior year financial statements have been
reclassified to conform to current year presentation. Those reclassification
adjustments had no effect on the Company's previously reported net loss.

Recent Accounting Pronouncements
--------------------------------

         In February 2010, the FASB issued ASU 2010-09, "Subsequent Events
(Topic 855) - Amendments to Certain Recognition and Disclosure Requirements."
ASU 2010-09 requires an entity that is an SEC filer to evaluate subsequent
events through the date that the financial statements are issued and removes the
requirement that an SEC filer disclose the date through which subsequent events
have been evaluated. ASC 2010-09 was effective upon issuance.

         In June 2009 the FASB issued ASC 860, formerly SFAS 166, "Accounting
for Transfers of financial Assets -- an amendment of FASB Statement No. 140"
(ASC 860). ASC 860 eliminates the concept of a qualifying special-purpose
entity, creates more stringent conditions for reporting a transfer of a portion
of a financial asset as a sale, clarifies other sale-accounting criteria, and
changes the initial measurement of a transferor's interest in transferred
financial assets. ASC 860 will be effective April 1, 2010. The Company is in the
process of evaluating the impact of this pronouncement on its consolidated
financial position and results of operations. The adoption of this pronouncement
is not expected to have a material impact on the Company's financial position
and results of operations.

                                      F-10
<PAGE>

                               BUYRITE CLUB CORP.
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
           FOR THE PERIOD AUGUST 31, 2008 THROUGH SEPTEMBER 30, 2010

         In June 2009 the FASB issued ASC 810, formerly SFAS 167, "Amendments to
FASB Interpretation No. 46(R)" (ASC 810). ASC 810 eliminates Interpretation
46(R)'s exceptions to consolidating qualifying special-purpose entities,
contains new criteria for determining the primary beneficiary, and increases the
frequency of required reassessments to determine whether a company is the
primary beneficiary of a variable interest entity. ASC 810 also contains a new
requirement that any term, transaction, or arrangement that does not have a
substantive effect on an entity's status as a variable interest entity, a
company's power over a variable interest entity, or a company's obligation to
absorb losses or its right to receive benefits of an entity must be disregarded
in applying Interpretation 46(R)'s provisions. The elimination of the qualifying
special-purpose entity concept and its consolidation exceptions means more
entities will be subject to consolidation assessments and reassessments. ASC 810
will be effective April 1, 2010. The adoption of this pronouncement is not
expected to have a material impact on the Company's financial position and
results of operations.

         In August 2009, FASB issued Accounting Standards Update 2009-05 which
includes amendments to Subtopic 820-10, Fair Value Measurements and
Disclosures--Overall. The update provides clarification that in circumstances,
in which a quoted price in an active market for the identical liability is not
available, a reporting entity is required to measure fair value using one or
more of the techniques provided for in this update. The amendments in this
Update clarify that a reporting entity is not required to include a separate
input or adjustment to other inputs relating to the existence of a restriction
that prevents the transfer of the liability and also clarifies that both a
quoted price in an active market for the identical liability at the measurement
date and the quoted price for the identical liability when traded as an asset in
an active market when no adjustments to the quoted price of the asset are
required are Level 1 fair value measurements. The adoption of this standard did
not have a material impact on the Company's financial position and results of
operations.

         The FASB has published FASB Accounting Standards Update 2009-13,
Revenue Recognition (Topic 605)-Multiple Deliverable Revenue Arrangements which
addresses the accounting for multiple-deliverable arrangements to enable vendors
to account for products or services (deliverables) separately rather than as a
combined unit. Specifically, this guidance amends the criteria in Subtopic
605-25, Revenue Recognition-Multiple-Element Arrangements, for separating
consideration in multiple-deliverable arrangements. This guidance establishes a
selling price hierarchy for determining the selling price of a deliverable,
which is based on: (a) vendor-specific objective evidence; (b) third-party
evidence; or (c) estimates. This guidance also eliminates the residual method of
allocation and requires that arrangement consideration be allocated at the
inception of the arrangement to all deliverables using the relative selling
price method and also requires expanded disclosures. FASB Accounting Standards
Update 2009-13 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 adoption of this standard is not expected to
have a material impact on the Company's financial position and results of
operations.

                                      F-11
<PAGE>

                               BUYRITE CLUB CORP.
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
           FOR THE PERIOD AUGUST 31, 2008 THROUGH SEPTEMBER 30, 2010

         In September 2009, the FASB issued ASU No. 2009-14, "Software (Topic
985) -- Certain Revenue Arrangements That Include Software Elements" ("ASU No.
2009-14"). ASU No. 2009-14 changes the accounting model for revenue arrangements
that include both tangible products and software elements to allow for
alternatives when vendor-specific objective evidence does not exist. Under this
guidance, tangible products containing software components and non-software
components that function together to deliver the tangible product's essential
functionality and hardware components of a tangible product containing software
components are excluded from the software revenue guidance in Subtopic 985-605,
"Software-Revenue Recognition;" thus, these arrangements are excluded from this
update. ASU No. 2009-14 is effective prospectively for revenue arrangements
entered into or materially modified in fiscal years beginning on or after June
15, 2010 with early adoption permitted. The adoption of this pronouncement is
not expected to have a material impact on our financial position or results of
operations.

         The FASB has issued Accounting Standards Update (ASU) No. 2010-06, Fair
Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair
Value Measurements. This ASU requires some new disclosures and clarifies some
existing disclosure requirements about fair value measurement as set forth in
Codification Subtopic 820-10. ASU 2010-06 amends Codification Subtopic 820-10
and now requires a reporting entity to use judgment in determining the
appropriate classes of assets and liabilities and to provide disclosures about
the valuation techniques and inputs used to measure fair value for both
recurring and nonrecurring fair value measurements. ASU 2010-06 is effective for
interim and annual reporting periods beginning after December 15, 2009, as this
standard relates specifically to disclosures, the adoption will not have an
impact on the Company's financial position and results of operations.

         In March 2010, the FASB issued ASU No. 2010-17, Revenue Recognition--
Milestone Method (Topic 605): Milestone Method of Revenue Recognition. This
standard provides that the milestone method is a valid application of the
proportional performance model for revenue recognition if the milestones are
substantive and there is substantive uncertainty about whether the milestones
will be achieved. Determining whether a milestone is substantive requires
judgment that should be made at the inception of the arrangement. To meet the
definition of a substantive milestone, the consideration earned by achieving the
milestone (1) would have to be commensurate with either the level of effort
required to achieve the milestone or the enhancement in the value of the item
delivered, (2) would have to relate solely to past performance, and (3) should
be reasonable relative to all deliverables and payment terms in the arrangement.
No bifurcation of an individual milestone is allowed and there can be more than
one milestone in an arrangement. The new standard is effective for interim and
annual periods beginning on or after June 15, 2010. The adoption of this
standard is not expected to have a material impact on the Company's financial
position and results of operations.

Subsequent Events
-----------------

         We evaluated subsequent events through the date and time our financial
statements were issued.

                                      F-12
<PAGE>

                               BUYRITE CLUB CORP.
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
           FOR THE PERIOD AUGUST 31, 2008 THROUGH SEPTEMBER 30, 2010

NOTE 4 GOING CONCERN

         The Company's financial statements are prepared using accounting
principles generally accepted in the United States of America applicable to a
going concern that contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has not established
any source of revenue to cover its operating costs. The Company will engage in
very limited activities without incurring any liabilities that must be satisfied
in cash until a source of funding is secured. The Company will offer noncash
consideration and seek equity lines as a means of financing its operations.

         If the Company is unable to obtain revenue producing contracts or
financing or if the revenue or financing it does obtain is insufficient to cover
any operating losses it may incur, it may substantially curtail or terminate its
operations or seek other business opportunities through strategic alliances,
acquisitions or other arrangements that may dilute the interests of existing
stockholders.

NOTE 5 INCOME TAXES

         Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to reverse. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in the statement of
operations in the period that includes the enactment date.

         There is no provision for income taxes due to continuing losses. At
September 30, 2010, the Company has net operating loss carryforwards for tax
purposes of approximately $52,000 which expire through 2030. The Company has
recorded a valuation allowance that fully offsets deferred tax assets arising
from net operating loss carryforwards because the likelihood of the realization
of the benefit cannot be established.

         The Internal Revenue Code contains provisions that may limit the net
operating loss carryforwards available if significant changes in stockholder
ownership of the Company occur.

NOTE 6 RELATED PARTY TRANSACTIONS

         On September 1, 2008, the company entered into a loan agreement with
Ms. Judy Adelstein, its sole officer and director. Under the terms and
conditions of the loan agreement, the Company will be advanced cash and cash
equivalents as required to pay operating expenses. As of September 30, 2010 and
2009 the Company has been advanced $1,978 and $1,500, respectively. Total
borrowings of $8,227 and accrued interest of $173 were settled for 21,000 shares
of common stock at $.40 per share at June 22, 2010. The remaining loan shall
accrue interest at 3.60% and be due in 36 months as a balloon payment for both
interest and principal as of September 1, 2011.

                                      F-13
<PAGE>

                               BUYRITE CLUB CORP.
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
           FOR THE PERIOD AUGUST 31, 2008 THROUGH SEPTEMBER 30, 2010

         The Company does not lease or rent any property. Office space and
services are provided without charge by a director and shareholder. Such costs
are immaterial to the financial statements and, accordingly, have not been
reflected therein. The officers and directors of the Company are involved in
other business activities and may, in the future, become involved in other
business opportunities. If a specific business opportunity becomes available,
such persons may face a conflict in selecting between the Company and their
other business interests. The Company has not formulated a policy for the
resolution of such conflicts.

NOTE 7 PURCHASE AGREEMENT FOR INTELLECTUAL PROPERTY.

         On September 5, 2008, the company entered into a purchase agreement to
acquire the intellectual property of BUYRITECLUBCORP.com including the web
domain name (www.buyriteclub.com) from a related party including the developed
concept and web design. The purchase price was for $9,000 payable with the
issuance of the Company's common share at $0.001 per share and closed on
September 15, 2008.

NOTE 8 WEBSITE DEVELOPMENT COSTS

         The Company has capitalized costs in acquiring their website which
consisted of the following at September 30, 2010:

                                             September 30, 2010
                                             ------------------
                  Web site costs .........       $ 9,000
                  Accumulated Amortization        (6,000)
                                                 -------
                  Web site costs, Net ....       $ 3,000
                                                 =======

         The Company began amortizing the website costs, using the straight-line
method over the estimated useful life of 3 years, once it was put into beta
testing services commencing October 1, 2008.

NOTE 9 EQUITY TRANSACTIONS

         On September 15, 2008, the Company issued 450,000 shares of common
stock for $9,000. Our sole officer and director, Judy Adelstein, was issued
315,000 common shares and the balance of 135,000 was issued to other
shareholders on September 15, 2008.

         On February 28, 2009, the Company completed its public offering
pursuant to its Form S-1 Registration Statement. The total proceeds of this
offering consisted of a total of $30,000 for the issuance of 150,000 common
shares to 44 other shareholders.

         On September 30, 2009, the board of directors of the company
authorized, approved, and adopted a resolution authorizing the combination of
the Company's common stock, $.001 par value per share on a basis of one (1)
share for each twenty (20) shares issued and outstanding at September 30, 2009
("Reverse Split"). Accordingly, there were 12,000,000 pre-split common shares
issued and outstanding and following the Reverse Split there are 600,000 common
shares issued and outstanding at September 30, 2009. All share amounts,
including those stated above, have been adjusted to reflect the Reverse Split.

                                      F-14
<PAGE>

                               BUYRITE CLUB CORP.
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
           FOR THE PERIOD AUGUST 31, 2008 THROUGH SEPTEMBER 30, 2010

         On June 22, 2010, the company issued a total of 25,000 shares of common
stock for $10,000 ($0.40 per common share) to our sole officer and director,
Judy Adelstein (21,000 common shares) for payment of debt and to two (2) other
existing stockholders (4,000 common shares) for services rendered.

         On June 22, 2010, the company amended its articles of incorporation and
bylaws to increase the authorized common stock to 500,000,000 common shares with
a par value of $.0001 per share and to provide for 10,000,000 shares of "blank
check" preferred stock, each with a par value of $0.001 per share.

                                      F-15