UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-K




Annual
Report Pursuant to Section 13 or 15(D) of the Securities Exchange Act of
1934




for the
fiscal year ended December
31, 2009




Transition
Report Under Section 13 or 15(D) of the Securities Exchange Act of
1934




for the
transition period from _______________ to _______________




Commission
File Number:  333-133327




INTELLIGENT BUYING,
INC.


(Exact
name of small Business Issuer as specified in its charter)




California
                20-0956471(State or other jurisdiction of incorporation or
                (IRS Employer Identification No.)organization)260
      Santa Ana CourtSunnyvale, CA
                94085(Address
      of principal executive offices)
                (Zip
      Code)




Issuer's
telephone number, including area code: (408)
505-2394




n/a


____________________________________________


Former
address if changed since last report




Securities
registered under Section 12(b) of the Exchange Act:   None




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




Common Stock, par value
$0.001 per share




Check
whether the issuer (1) 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
 ̈




Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K contained in this form, and no disclosure will 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.   ̈




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.


Large
      Accelerated Filer o
            
            Accelerated
      Filer o
            
            Non-Accelerated
      Filer o (Do
      not check if a smaller reporting company)
            
            Smaller
      Reporting Company þ




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


 ̈ Yes x No




State
issuer's revenues for its most recent fiscal year: $59,624




As of
March 1, 2010, the aggregate market value of voting Common Stock held by
non-affiliates cannot be calculated as there exists no market for the quotation
of the registrant’s securities.




State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable
date: 889,533
shares of common stock as of March 1, 2010.





TABLE
OF CONTENTS





PART IITEM
      1.
                  BUSINESS
                  
                  3ITEM
      1A.
                  RISK
      FACTORS
                  
                  5ITEM
      1B.
                  UNRESOLVED
      STAFF COMMENTS
                  
                  10ITEM
      2.
                  PROPERTIES
                  
                  10ITEM
      3.
                  LEGAL
      PROCEEDINGS
                  
                  10ITEM
      4.
                  SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                  
                  10PART
      IIITEM
      5.
                  MARKET
      FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES
                  
                  11ITEM
      6.
                  SELECTED
      FINANCIAL DATA
                  
                  12ITEM
      7.
                  MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATION
                  
                  12ITEM
      7A.
                  QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                  
                  17ITEM
      8.
                  FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
                  
                  17ITEM
      9.
                  CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
                  
                  19ITEM
      9A(T).
                  CONTROLS
      AND PROCEDURES
                  
                  19ITEM
      9B.
                  OTHER
      INFORMATION
                  
                  20PART
      IIIITEM
      10.
                  DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
                  
                  20ITEM
      11.
                  EXECUTIVE
      COMPENSATION
                  
                  21ITEM
      12.
                  SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
                  
                  22ITEM
      13.
                  CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
      INDEPENDENCE
                  
                  23ITEM
      14
                  PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
                  
                  24PART
      IVITEM
      15.
                  EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES
                  
                  25SIGNATURES
                  
                  
                  27


2


FORWARD
LOOKING STATEMENTS




Forward-Looking
Statements




This
Annual Report on Form 10-K (the “Report”), including ”Management’s Discussion
and Analysis of Financial Condition and Results of Operations” in Item 7
contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 regarding future events and the future results of
Intelligent Buying, Inc. and its consolidated subsidiaries (the “Company”) that
are based on management’s current expectations, estimates, projections and
assumptions about the Company’s business. Words such as “expects,”
“anticipates,” “intends,” “plans,” “believes,” “sees,” “estimates” and
variations of such words and similar expressions are intended to identify such
forward-looking statements. 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 differ materially from
what is expressed or forecasted in such forward-looking statements due to
numerous factors, including, but not limited to, those discussed in the “Risk
Factors” section in Item 1A, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in Item 7 and elsewhere in
this Report as well as those discussed from time to time in the Company’s other
Securities and Exchange Commission filings and reports. In addition, such
statements could be affected by general industry and market conditions. Such
forward-looking statements speak only as of the date of this Report or, in the
case of any document incorporated by reference, the date of that document, and
we do not undertake any obligation to update any forward-looking statement to
reflect events or circumstances after the date of this Report. If we update or
correct one or more forward-looking statements, investors and others should not
conclude that we will make additional updates or corrections with respect to
other forward-looking statements.




PART
I




ITEM
      1.
            BUSINESS.




Background




Intelligent
Buying, Inc. was incorporated in the State of California on March 22, 2004.
 On March 22, 2004, the Company issued 10,000 shares of the Company’s
common stock (an aggregate of 20,000 shares) to its founders, Eugene Malobrodsky
and David Gorodyansky for a cash consideration of $200.  On March 22, 2006,
the Company issued 1,250,000 shares of its Preferred Stock to each of Messrs.
Malobrodsky and Gorodyansky (2,500,000 Preferred Shares in the aggregate) in
exchange for the 20,000 shares of the Company’s common stock which had been
previously issued.  Both prior to the exchange and at the time of the
exchange, Messrs. Malobrodsky and Gorodyansky owned 100% of the stock of the
Company.  The decision to exchange their common shares for preferred
shares was intended to enable them to maintain a particular percentage holding
of the Company and enable them to maintain voting control over the
Company.  The 2,500,000 issued and outstanding Preferred Shares are
convertible into 5,000,000 shares of the Company’s common stock.





Our
Business Generally




The
Company has been engaged since 2004 in the business of asset management and
sales of high-end computerized networking equipment to emerging high technology
companies.  The focus of the Company’s business is to facilitate the
liquidation of high-end networking equipment and information technology assets
by businesses which are ceasing operations and to resell these assets to
evolving technology companies at a fraction of the original cost. The Company
sells products which include servers with multiple CPU’s, web servers, desktop
and laptop computers, enterprise level switching equipment and
routers.  In this respect, the Company provides a valuable service to
both the financial stakeholders of the selling businesses and the purchasers.





The
Company is located in the heart of Silicon Valley and is therefore
well-networked with venture capital firms which are the principal funding
mechanism for the information technology industry.  Venture funds comprise
the Company’s most important contact with business opportunities.  The
principal categories of equipment sold by the Company comprise high-end
switching and routing equipment.  The manufacturers of equipment sold
by the Company are generally also competitors for sales to the same buyers.
 The Company also has a major focus on the evolving Voice Over Internet
Protocol (“VOIP”) industry and seeks to become a major provider of switches,
routers and related information technology for this industry.  To date, the
principal focus of the Company has been Silicon Valley.  In the future, the
Company intends to expand nationally, and ultimately, internationally.


3





Our
Market





Management
believes that there exists a demand for networking, switching, routers and
related information technology equipment in the world market.  We believe
that the significant growth in the use of VOIP equipment will continue and will
comprise a major part of our business for the foreseeable future.  While
Silicon Valley is and has been our principal market, we see substantial demand
for our products and services on the U.S. east coast and internationally,
particularly in Asia and the ASEAN/India markets.





Market
Description





The
market for our products and services is highly-fragmented and there is presently
no well-organized market for used information technology equipment and the
re-marketing of the same.  In this respect, at this time our market niche
is essentially a “cottage industry” and our goal is to become the major player
in the industry in the same manner as eBay has become the major player in the
online auction industry.  Our initial principal focus has been to work with
the venture capital community as a vehicle for the orderly disposition of
information technology equipment owned by companies which are or have ceased
operations and to identify equipment which is required by emerging companies
which have a need for this equipment.  While we cannot quantify the gross
size of this market, our experience is that this market niche is substantial and
that it is largely underserved by entities with a specific focus on it.  As
the demand for high-quality information technology equipment grows, we believe
that the demand for late-model used equipment will grow concurrently, if not at
a faster pace.  We believe that the demand may grow the fastest in markets
outside the United States where there is a strong market acceptance for
second-hand equipment and the general demand for such equipment has been growing
at a faster pace than in the U.S. markets due to extensive outsourcing by
American industry.





Competition





Our
primary competition is the original manufacturers of the equipment we sell such
as Cisco, Sun Microsystems and the like.  Notwithstanding, we believe that
we can work in concert with the manufacturers as a clearing house for excess
products outside of their normal marketing channels. Our major competitive
advantage is price, as our inventory is generally available to the public at
prices which are substantially below the prices for new equipment.  Our
inventory is also available for immediate delivery.  We do face competition
from other online auction services such as eBay, Overstock.com and uBid.com.
 While we believe that our services are superior to these competitors due
to our specialized focus on the market, these entities have financial and other
resources which are, and will for the foreseeable future be, significantly
greater than ours.  We also face competition from many smaller entities and
equipment retailers who have acted as brokers for the disposition of second-hand
equipment.  Most of these entities deal primarily with local markets and
have limited financial resources, which tend to restrict the size and scope of
their operations. The Company does not rely upon a single large customer or a
high concentration of a few customers. Rather, the Company serves and markets to
the general public and relies upon a large number of individual customers to
comprise its sales. While the Company does not have a strong reliance on any one
or concentration of a few select customers, marketing to the consumer audience
may create the need for advertising and marketing to the general public, which
may require significant time and expense with no guaranteed return in sales or
customers.





Employees




As of
December 31, 2009, the Company had three employees.


4


ITEM
1A.  RISK FACTORS




Risk
Factors





There
are several material risks associated with the Company.  You should
carefully consider the risks and uncertainties described below, which constitute
all of the material risks relating to the Company.  If any of the
following risks are realized, our business, operating results and financial
condition could be harmed.  This means investors could lose all or a
part of their investment.





RISKS
RELATING TO THE BUSINESS





WE
HAVE BEEN SUBJECT TO A GOING CONCERN OPINION FROM OUR INDEPENDENT
AUDITORS





Our
independent auditors have added an explanatory paragraph to their audit issued
in connection with the financial statements for the period ended December 31,
2009, relative to our ability to continue as a going concern.  We had
negative working capital of $10,240 as of December 31, 2009 and we had an
accumulated deficit of $680,090 incurred through December 31, 2009.
 Because our auditors have issued a going concern opinion, there is
substantial uncertainty we will continue operations in which case you could lose
your investment. Our auditors have issued
a going concern opinion. This means that there is substantial doubt that we can
continue as an ongoing business for the next 12 months. The financial statements
do not include any adjustments that might result from the uncertainty about our
ability to continue our business. As such we may have to cease operations and
investors could lose their entire investment.





WE
HAVE NO PROFITABLE OPERATING HISTORY AND MAY NEVER ACHIEVE
PROFITABILITY.





The
Company commenced operations in 2004 and to date has operated on a relatively
small scale. Through December 31. 2009, the Company has an accumulated deficit
of $680,090 notwithstanding the fact that the founders and principal officers of
the Company have worked without salary and the Company has operated with minimal
overhead. We are an early stage company and have a limited history of operations
and have not generated meaningful revenues from operations since our inception.
We are faced with all of the risks associated with a company in the early stages
of development. Our business is subject to numerous risks associated with a
relatively new, low-capitalized company engaged in our business sector. Such
risks include, but are not limited to, competition from well-established and
well-capitalized companies, technological obsolescence and unanticipated
difficulties regarding the marketing and sale of our inventory. There can be no
assurance that we will ever generate significant commercial sales or achieve
profitability. Should this be the case, our common stock could become worthless
and investors in our common stock or other securities could lose their entire
investment.





DEPENDENCE
UPON THE FOUNDERS, WITHOUT WHOSE SERVICES COMPANY BUSINESS OPERATIONS COULD
CEASE





At this
time, the sole officers and directors of the Company are the founders, Eugene
Malobrodsky and David Gorodyansky, who are wholly responsible for the
development and execution of our business.  The founders are under no
contractual obligation to remain employed by us, although neither has any intent
to leave. If either of the founders should choose to leave us for any reason
before we have hired additional personnel our operations may fail. Even if we
are able to find additional personnel, it is uncertain whether we could find
qualified management who could develop our business along the lines described
herein or would be willing to work for compensation the Company could afford.
 Without such management, the Company could be forced to cease operations
and investors in our common stock or other securities could lose their entire
investment.


5


OUR
FOUNDERS AND SOLE OFFICERS DEVOTE ONLY FIVE TO TEN HOURS PER WEEK EACH TO THE
COMPANY’S BUSINESS AND ARE ENGAGED IN OTHER BUSINESS ACTIVITIES





At this
time, the sole officers and directors of the Company, Eugene Malobrodsky and
David Gorodyansky, devote only five to ten hours per week to the Company’s
business and are engaged at the same time as officers of AnchorFree Wireless,
Inc.  The limited time devoted to the Company’s business could
adversely affect the Company’s business operations and prospects for the
future.  Without full-time devoted management, the Company could be
forced to cease operations and investors in our common stock or other securities
could lose their entire investment.





THE
COMPANY IS HIGHLY DEPENDENT UPON A RELATED COMPANY FOR A SIGNIFICANT PORTION OF
ITS SALES





AnchorFree
Wireless, Inc., a company controlled by the Company’s sole officers and
directors, accounted for approximately 80.2% of the Company’s sales for the year
ended December 31, 2009, but only approximately 1% of the Company’s sales for
the year ended December 31, 2008.  These sales are integral to the
viability of the Company, and without such sales, the Company could be forced to
cease operations and investors in our common stock or other securities could
lose their entire investment.





CONCENTRATED
CONTROL RISKS; SHAREHOLDERS COULD BE UNABLE TO CONTROL OR INFLUENCE KEY
CORPORATE ACTIONS OR EFFECT CHANGES IN THE COMPANY’S BOARD OF DIRECTORS OR
MANAGEMENT





Our
founders, Eugene Malobrodsky and David Gorodyansky, each own 1,250,000 shares of
our preferred stock, which is convertible into an aggregate of 5,000,000 shares
of common stock. Assuming conversion of all shares of preferred stock, Messrs.
Malobrodsky and Gorodyansky would hold approximately 84.88% of the Company’s
common stock.  Prior to such conversion, Messrs. Malobrodsky and
Gorodyansky control shares representing approximately 84.88% of the voting
control of the Company.  In addition, Messrs. Malobrodsky and Gorodyansky
are the sole officers and directors of the Company. Messrs. Malobrodsky and
Gorodyansky therefore have the power to make all major decisions regarding our
affairs, including decisions regarding whether or not to issue stock and for
what consideration, whether or not to sell all or substantially all of our
assets and for what consideration and whether or not to authorize more stock for
issuance or otherwise amend our charter or bylaws. They are in a position to
elect all of our directors and to dictate all of our policies. All of these
actions could adversely affect the value of investors’ shares or investors in
our common stock or other securities could lose their entire
investment.





LACK
OF EMPLOYMENT AGREEMENTS WITH KEY MANAGEMENT RISKING POTENTIAL OF THE LOSS OF
THE COMPANY’S TOP MANAGEMENT





We do not
currently have employment agreements with either of Messrs. Malobrodsky and
Gorodyansky or key man insurance on the life of either of them. Our future
success will depend in significant part on our ability to retain and hire key
management personnel. Competition for such personnel is intense and there can be
no assurance that we will be successful in attracting and retaining such
personnel.  Without such management, the Company could be forced to cease
operations and investors in our common stock or other securities could lose
their entire investment.





LACK
OF ADDITIONAL WORKING CAPITAL MAY CAUSE CURTAILMENT OF ANY EXPANSION PLANS WHILE
RAISING OF CAPITAL THROUGH SALE OF EQUITYSECURITIES WOULD DILUTE EXISTING
SHAREHOLDERS PERCENTAGE OF OWNERSHIP





The
potential exists that our available capital resources may not be adequate to
fund our working capital requirements based upon our present level of operations
for the 12-month period subsequent to January 1, 2010. A shortage of capital
would affect our ability to fund our working capital requirements. If we require
additional capital, funds may not be available on acceptable terms, if at all.
In addition, if we raise additional capital through the sale of equity or
convertible debt securities, the issuance of these securities could dilute
existing shareholders. If funds are not available, this could materially
adversely affect our financial condition and results of
operations.


6


WE DO NOT PRESENTLY HAVE A
TRADITIONAL CREDIT FACILITY WITH A FINANCIAL INSTITUTION. THIS ABSENCE MAY
ADVERSELY IMPACT OUR OPERATIONS.





We do not
presently have a traditional credit facility with a financial institution. The
absence of a traditional credit facility with a financial institution could
adversely impact our operations. If adequate funds are not otherwise available,
we may be required to delay, scale back or eliminate portions of our operations
and product development efforts.  Without such credit facilities, the
Company could be forced to cease operations and investors in our common stock or
other securities could lose their entire investment.





OUR
INABILITY TO SUCCESSFULLY ACHIEVE A CRITICAL MASS OF SALES COULD ADVERSELY
AFFECT OUR FINANCIAL CONDITION.





No
assurance can be given that we will be able to successfully achieve a critical
mass of sales in order to cover our operating expenses and achieve sustainable
profitability.  Without such critical mass of sales, the Company could be
forced to cease operations and investors in our common stock or other securities
could lose their entire investment.





MANY
COMPANIES WITH GREATER RESOURCES AND OPERATING EXPERIENCE OFFER TECHNOLOGY
SIMILAR TO THE PRODUCTS WE SELL. THESE COMPANIES COULD SUCCESSFULLY COMPETE WITH
US ANDNEGATIVELY AFFECT OUR OPPORTUNITY TO ACHIEVE PROFITABILITY.





We
operate in a competitive industry with many established and well-recognized
competitors. In particular, Cisco Systems maintains a dominant position in the
network switching industry and they compete directly with us with respect to the
Cisco and other brand-name products we sell. We also compete with Extreme
Networks, Juniper Networks, F5 Networks, Nortel Networks, Enterasys Networks,
3Com, Huawei Technologies, Force 10 Networks, and Actel, among others. Most of
our competitors (including all of the competitors referenced above) have
substantially greater market leverage, distribution networks, and vendor
relationships, longer operating histories and industry experience, greater
financial, technical, sales, marketing and other resources, more name
recognition and larger installed customer bases than we do and potentially may
react strongly to our marketing efforts. In addition, many competitors exist
which, because of their substantial resources, distribution relationships and
customer base, could temporarily drop prices to be more competitive with our
Company. Other competitive responses might include, without limitation, intense
and aggressive price competition and offers of employment to our key marketing
or management personnel. There can be no assurance that we will be successful in
the face of increasing competition from existing or new competitors, or that
competition will not have a material adverse effect on our business, financial
condition and results of operations.  If we are not successful in competing
with our competitors, the Company could be forced to cease operations and
investors in our common stock or other securities could lose their entire
investment.





OUR
SALES AND MARKETING EFFORTS HAVE YIELDED LIMITED REVENUES AND THERE CAN BE NO
ASSURANCE THAT OUR FUTURE SALES AND MARKETING EFFORTS WILL LEAD TO SALES OF OUR
PRODUCTS.





Our sales
and marketing efforts have yielded limited revenues to date and we believe we
will have to significantly expand our sales and marketing capabilities in order
to establish sufficient awareness to launch broader sales of our products and
support services. There can be no assurance that we will be able to expand our
sales and marketing efforts to the extent we believe necessary or that any such
efforts, if undertaken, will be successful in achieving substantial sales of our
products or support services.  If we are unable to expand our sales and
marketing efforts, the Company could be forced to cease operations and investors
in our common stock or other securities could lose their entire
investment.


7


THE
INDUSTRY OF NETWORK SWITCH PRODUCTS IS SUBJECT TO RAPID TECHNOLOGICAL CHANGE.
OUR INVENTORY OF PRODUCTS COULD BECOME OBSOLETE AT ANY TIME AND OUR LIMITED
CAPITAL PROHIBITS US FROM DEVOTING A SIGNIFICANT AMOUNT OF RESOURCES TO
REPLACEMENT OF SUCH INVENTORY.





Evolving
technology, updated industry standards, and frequent new product and service
introductions characterize the network switching market, which represents one of
our principal markets. Our current inventory could become obsolete at any time.
Competitors could develop new products similar to or better than those in our
inventory, which would render our inventory obsolete or significantly impact the
value of our inventory. In order to be competitive, we must continue to acquire
new products that offer state of the art technology at lower price points than
our competitors.  If we are unable to provide state-of-the-art products for
sale, the Company could be forced to cease operations and investors in our
common stock or other securities could lose their entire
investment.





THE
AVERAGE SELLING PRICES OF OUR PRODUCTS, AND OUR GROSS MARGINS RESULTING FROM THE
SALE OF SUCH PRODUCTS, MAY DECLINE AS A RESULT OF COMPETITIVE PRESSURES,
INDUSTRY TRENDS AND OTHER FACTORS.





The
network industry has experienced an erosion of the average product selling
prices due to a number of factors, particularly competitive and macroeconomic
pressures and rapid technological advancements. Our competitors have and will
likely continue to lower sales prices from time to time in order to gain market
share or create more demand. We may have to reduce the sales prices of our
products in response to such intense pricing competition, which could cause our
gross margins to decline and may adversely affect our business, operating
results or financial condition.  If we cannot maintain adequate profit
margins on the sales of our products, the Company could be forced to cease
operations and investors in our common stock or other securities could lose
their entire investment.





OUR
SUCCESS IS SUBSTANTIALLY DEPENDENT ON GENERAL ECONOMIC CONDITIONS AND BUSINESS
TRENDS, PARTICULARLY IN THE INFORMATION TECHNOLOGY INDUSTRY, A DOWNTURN OF WHICH
COULD ADVERSELY AFFECT OUR OPERATIONS.





The
success of our operations depends to a significant extent upon a number of
factors relating to business spending. These factors include economic conditions
such as employment rates and labor supply, general business conditions, cost of
goods and materials, inflation, interest rates and taxation. Our business is
affected by the general condition and economic stability of our customers as
well as our vendors, suppliers and partners and their continued willingness to
work with us in the future. Our business is particularly sensitive to
information technology ("IT") spending patterns and preferences. There can be no
assurance that IT spending will not be adversely affected by general business
trends and economic conditions, thereby impacting our growth, net sales and
profitability. An overall decline in the demand for information technology
spending could cause a reduction in our sales and the Company could be forced to
cease operations and investors in our common stock or other securities could
lose their entire investment.





OUR
FAILURE TO MANAGE GROWTH EFFECTIVELY COULD IMPAIR OUR SUCCESS.





In order
for us to expand successfully, management will be required to anticipate the
changing demands of a growth in operations, should such growth occur, and to
adapt systems and procedures accordingly. There can be no assurance that we will
anticipate all of the changing demands that a potential expansion in operations
might impose. If we were to experience rapid growth, we might be required to
hire and train a large number of sales and support personnel, and there can be
no assurance that the training and supervision of a large number of new
employees would not adversely affect the high standards that we seek to
maintain. Our future will depend, in part, on our ability to integrate new
individuals and capabilities into our operations, should such operations expand
in the future, and there can be no assurance that we will be able to achieve
such integration. We will also need to continually evaluate the adequacy of our
management information systems, including our web site. Failure to upgrade our
information systems or unexpected difficulties encountered with these systems
during an expansion in our operations (should such an expansion occur) could
adversely affect our business, financial condition and results of
operations.


8


CHANGES
IN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES COULD HAVE AN ADVERSE EFFECT ON OUR
BUSINESS, FINANCIAL CONDITION, CASH FLOWS, REVENUE AND RESULTS OF
OPERATIONS.





We are
subject to changes in and interpretations of financial accounting matters that
govern the measurement of our performance. Based on our reading and
interpretations of relevant guidance, principles or concepts issued by, among
other authorities, the American Institute of Certified Public Accountants, the
Financial Accounting Standards Board, and the United States Securities and
Exchange Commission, our management believes that our current contract terms and
business arrangements have been properly reported. However, there continue to be
issued interpretations and guidance for applying the relevant standards to a
wide range of contract terms and business arrangements that are prevalent in the
industries in which we operate. Future interpretations or changes by the
regulators of existing accounting standards or changes in our business practices
could result in future changes in our revenue recognition and/or other
accounting policies and practices that could have a material adverse effect on
our business, financial condition, cash flows, revenue and results of
operations.





RISKS
RELATED TO THIS OWNERSHIP OF OUR SHARES





THERE
IS CURRENTLY NO MARKET FOR OUR SECURITIES AND THERE CAN BE NO ASSURANCE THAT ANY
MARKET WILL EVER DEVELOP OR THAT OUR COMMON STOCK WILL BE LISTED FOR
TRADING





As of the
date hereof, there has not been any established trading market for our common
stock and there is currently no market for our securities. We intend to seek to
have a market maker file an application with the NASD on our behalf to list the
shares of our common stock on the NASD OTC Bulletin Board ("OTCBB") or similar
quotation service when we have a sufficient number of shareholders, if ever.
There can be no assurance as to whether such market makers application will be
accepted or, if accepted, the prices at which our common stock will trade if a
trading market develops, of which there can be no assurance. We are not
permitted to file such application on our own behalf. Until our common stock is
fully distributed and an orderly market develops, (if ever) in our common stock,
the price at which it trades is likely to fluctuate significantly. Prices for
our common stock will be determined in the marketplace and may be influenced by
many factors, including the depth and liquidity of the market for shares of our
common stock, developments affecting our business, including the impact of the
factors referred to elsewhere in these Risk Factors, investor perception of the
Company and general economic and market conditions. No assurances can be given
that an orderly or liquid market will ever develop for the shares of our Common
stock. Owing to the anticipated low price of the securities, many brokerage
firms may not be willing to effect transactions in the securities. See
"Broker-dealers may be discouraged from effecting transactions in our common
stock because they are considered a penny stock and are subject to the penny
stock rules.”





NO
ESTABLISHED MARKET PRICE FOR THE SHARES





Currently,
there is no established market for our stock.  As a result, the price
previously paid for shares of the Company’s common stock may not be indicative
of the price of our stock that will prevail in the trading market. You may be
unable to sell your shares of common stock at or above your purchase price,
which may result in substantial losses to you. Moreover, in the past, securities
class action litigation has often been brought against a company following
periods of volatility in the market price of its securities. We may in the
future be the target of similar litigation. Securities litigation could result
in substantial costs and divert management's attention and
resources.





SHARES
OF OUR COMMON STOCK ELIGIBLE, OR TO BECOME ELIGIBLE, FOR PUBLIC SALE COULD
ADVERSELY AFFECT OUR STOCK PRICE AND MAKE IT DIFFICULT FOR US TO RAISE
ADDITIONAL CAPITAL THROUGH SALES OF EQUITY SECURITIES.





We cannot
predict the effect, if any, that market sales of shares of our common stock or
the availability of shares of common stock for sale will have on the market
price prevailing from time to time. As of this date, the major portion of our
outstanding securities are restricted under the Securities Act of 1933, as
amended.  We also have outstanding Series A Convertible Preferred Stock
which will convert into approximately 5,000,000 shares of common stock. Sales of
shares of our common stock in the public market, or the perception that sales
could occur, could adversely affect the market price of our common stock. Any
adverse effect on the market price of our common stock could make it difficult
for us to raise additional capital through sales of equity securities at a time
and at a price that we deem appropriate.


9





BROKER-DEALERS
MAY BE DISCOURAGED FROM EFFECTING TRANSACTIONS IN OUR COMMON STOCK SHARES
BECAUSE THEY MAY BE CONSIDERED A “PENNY STOCK” AND ARE SUBJECT TO THE APPLICABLE
PENNY STOCK RULES





Rules
15g-1 through 15g-9 promulgated under the Exchange Act impose sales practice and
disclosure requirements on certain brokers-dealers who engage in certain
transactions involving a “penny stock.”  Subject to certain exceptions, a
penny stock generally includes any non-NASDAQ equity security that has a market
price of less than $5.00 per share. There is currently no established price
quotation for our shares, however, we expect that initial quotations will not
exceed $5.00 and there is the possibility that the quoted shares price may never
exceed $5.00, and that our common stock will be deemed penny stock for the
purposes of the Exchange Act.  The additional sales practice and disclosure
requirements imposed upon brokers-dealers may discourage broker-dealers from
effecting transactions in our common stock, which could severely limit the
market liquidity of the stock and impede the sale of our stock in the secondary
market.  Specifically, any broker-dealer selling penny stock to anyone
other than an established customer or “accredited investor,” generally, an
individual with net worth in excess of $1,000,000 or an annual income exceeding
$200,000, or $300,000 together with his or her spouse, must make a special
suitability determination for the purchaser and must receive the purchaser’s
written consent to the transaction prior to sale, unless the broker-dealer or
the transaction is otherwise exempt.  In addition, the penny stock
regulations require the broker-dealer to deliver, prior to any transaction
involving a penny stock, a disclosure schedule prepared by the United States
Securities and Exchange Commission relating to the penny stock market, unless
the broker-dealer or the transaction is otherwise exempt.  A broker-dealer
is also required to disclose commissions payable to the broker-dealer and the
registered representative and current quotations for the securities.
 Finally, a broker-dealer is required to send monthly statements disclosing
recent price information with respect to the penny stock held in a customer’s
account and information with respect to the limited market in penny
stocks.





WE
HAVE NEVER PAID ANY DIVIDENDS AND DO NOT INTEND TO DO SO IN THE
FUTURE


We have
never paid a dividend to our shareholders, and we intend to retain our cash for
the continued development of our business. We do not intend to pay cash
dividends on our common stock in the foreseeable future.  As a result, your
return on investment will be solely determined by your ability to sell your
shares in a secondary market.





FOR
ALL OF THE FOREGOING REASONS AND OTHERS SET FORTH HEREIN, AN INVESTMENT IN THE
COMPANY'S SECURITIES IN ANY MARKET WHICH MAY DEVELOP IN THE FUTURE INVOLVES A
HIGH DEGREE OF RISK.




ITEM
1B.  UNRESOLVED STAFF COMMENTS




None.




ITEM
2.  PROPERTIES.




Our
Company currently maintains its executive offices at 260 Santa Ana Court
Sunnyvale, CA 94085. At this time, the Company occupies this space on the basis
of an oral month-to-month lease at a rental of $1,500.00 per month.  The
Company expects to enter into a more formal lease arrangement in the
future.




ITEM
3.    LEGAL PROCEEDINGS




As of
December 31, 2009, the Company was not a party to any pending or threatened
legal proceedings.




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




No
matters were submitted to a vote or for the written consent of security
shareholders, through the solicitation of proxies or otherwise, during the
fiscal year ended December 31, 2009, and no meeting of shareholders was
held.


10


PART
II




ITEM
5.     MARKET FOR REGISTRANT’S COMMON EQUITY; RELATED
STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
SECURITIES




Market
Price





There is
no public market for our common stock and no public market may ever develop.
While we will seek to obtain a market maker after the effective date of this
prospectus to apply for the inclusion of our common stock in the OTCBB, we may
not be successful in our efforts and owners of our common stock may not have a
market in which to sell the same. Even if the common stock were quoted in a
market, there may never be substantial activity in such market, if there is
substantial activity, such activity may not be maintained, and no prediction can
be made as to what prices may prevail in such market.





Holders





As of
March 1, 2010, we have issued an aggregate of 889,533 shares of our common stock
to approximately 37 stockholders of record. The issued and outstanding shares of
the Company’s common stock were issued in accordance with the exemptions from
registration afforded by Section 4(2) of the Securities Act of 1933 and
Regulation D promulgated under the Securities Act.  389,533 shares of
the Company’s common stock were registered under a registration statement on
Form SB-2 which was declared effective by the U.S. Securities and Exchange
Commission on January 15, 2008.





Options
and Warrants




None of
the shares of our common stock are subject to outstanding options or
warrants.




Status
of Outstanding Common Stock




As of
December 31, 2009, 753,333 of our 889,533 issued and outstanding common
shares are held by “affiliates” of the Company and the remaining shares are
either registered or  may be transferred subject to the requirements
of Rule 144.  We have not agreed to register any additional
outstanding shares of our common stock under the Securities Act.




Dividends




We have
not paid any dividends to date, and have no plans to do so in the immediate
future.




Recent
Sales of Unregistered Securities




None.




Purchases
of Equity Securities




The
Company has never purchased nor does it own any equity securities of any other
issuer.


11


ITEM
6.     SELECTED FINANCIAL DATA




Year
      Ended
                  
                  12/31/09
                  
                  
                  12/31/08
                  
                  
                  12/31/07Revenues
                  
                  $
                  59,624
                  
                  
                  $
                  518,296
                  
                  
                  $
                  160,115Net
      Income (Loss)
                  
                  $
                  1,046
                  
                  
                  $
                  15,113
                  
                  
                  $
                  (28,065
                  )Net
      Income (Loss) Per Share, Basic and Diluted
                  
                  $
                  0.00
                  
                  
                  $
                  1.70
                  
                  
                  $
                  (0.03
                  )Weighted
      Average No. Shares, Basic and Diluted
                  
                  
                  889,533
                  
                  
                  
                  889,533
                  
                  
                  
                  889,533Stockholders’
      Equity (Deficit)
                  
                  $
                  (680,090
                  )
                  
                  $
                  (680,336
                  )
                  
                  $
                  (695,449
                  )Total
      Assets
                  
                  $
                  9,172
                  
                  
                  $
                  1,916
                  
                  
                  $
                  8,124Total
      Liabilities
                  
                  $
                  19,412
                  
                  
                  $
                  12,402
                  
                  
                  $
                  33,723




ITEM
      7.
              MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF OPERATION




Overview




The
Company has been engaged since 2004 in the business of asset management and
sales of high-end computerized networking equipment to emerging high technology
companies.  The focus of the Company’s business is to facilitate the
liquidation of high-end networking equipment and information technology assets
by businesses which are ceasing operations and to resell these assets to
evolving technology companies at a fraction of the original cost.   In this
respect, the Company provides a valuable service to both the financial
stakeholders of the selling businesses and the purchasers.





Our
Company is subject to the risks and uncertainties frequently encountered by
companies in the highly competitive market for information technology equipment
as well as the uncertainty generally associated with the online auction market.
These risks include the decline in demand for the Company’s inventory,
unavailability of products at prices which will support the Company’s business
plan, if at all, pricing compression in the market for new information
technology equipment among major manufacturers, inability to provide appropriate
service for products sold, lack of funds to purchase new inventory and inability
to turn accounts receivable in a timely manner and the inability to maintain and
increase the levels of traffic on our online services, among
others.





Plan
of Operations





a.
      General





The
extent of our operations over the next twelve (12) months will be determined by
our ability to access and purchase new inventory on terms which are attractive
in the market and consistent with our business plan.  As we expand our
business, this will require a continuing access to additional capital, and there
is no guarantee that we will be able to access such capital on terms acceptable
to the Company, if at all.  While we cannot predict exactly what our level
of activity will be over the next 12 months, past experience leads us to believe
that available capital resources will not be adequate to fund working capital
requirements for the 12-month period which commenced January 1,
2010.





We will
attempt to not incur any cash obligations that we cannot satisfy with known
resources, which are currently very limited.





The
Company does not believe that period-to-period comparisons of its operating
results are necessarily meaningful nor should they be relied upon as reliable
indicators of future performance, thus making it difficult to accurately
forecast quarterly and annual revenues and results of operations. In addition,
our operating results are likely to fluctuate significantly from quarter to
quarter, and year-to-year, as a result of several factors, many of which are
outside our control, and any of which could materially harm our business. These
factors include:





· fluctuations in the
demand for high-end information technology equipment such as networking
equipment and routers;


· the
unpredictability of our success in any new revenue and cost reduction
initiatives;


· inability to
acquire new inventory on terms which will result in acceptable profit margins on
sale;


· obsolescence of our
inventory;


· changes in the
level of traffic on our website; and


12





· fluctuations in
marketing expenses and technology infrastructure costs.





Our
revenues for the foreseeable future will remain primarily dependent on our
ability to acquire inventory on a continuing basis and the demand for such
information technology equipment in the marketplace and user traffic levels on
our website. As aforesaid, future revenues are difficult to forecast. The
Company may be unable to adjust spending quickly enough to offset any unexpected
increase in demand for the product lines of the Company or a reduction in
revenues in a particular quarter or year, which may materially adversely affect
our business, financial condition and results of operations.





b.
      Expansion Plans





Our
initial activities were largely focused on the Silicon Valley market. Since
Silicon Valley is the most important information technology market in the United
States, we expect that this will be our principal market for the foreseeable
future.   We hope to expand the scope of such activities to the U.S.
east coast and thereafter, assuming that domestic operations are meeting our
business plans, we would hope to expand internationally, with particular focus
on Asia and the ASEAN/India markets.  This expansion will obviously be
subject to our ability to access additional capital and establish contacts and
recruit qualified personnel in the new markets.  The raising of such
additional capital could be on a basis which is dilutive to our then-existing
shareholder base.





c.      Current
and Anticipated Expenses





The
Company has embarked upon an effort to become a publicly-traded company and by
doing so, has incurred and will continue to incur additional significant
expenses for legal, accounting and related services. Once the Company becomes a
public entity, subject to the reporting requirements of the Securities Exchange
Act of 1934, there will be ongoing expenses associated with the ongoing
professional fees for accounting, legal and a host of other expenses for annual
reports and proxy statements as well as costs to be incurred for (i) increased
marketing and advertising to support any growth in sales for the Company; (ii)
potential to hire additional personnel to manage and expand the Company's
operations. Current monthly expenses to run the Company average approximately
$5,000.  Future monthly expenses will be largely dependent on
available cash.





d.      Officers’
Compensation and Loans





Neither
Mr. Malobrodsky nor Mr. Gorodyansky has received or accrued any compensation to
date and has no written contract or any commitment to receive annual
compensation. Messrs. Malobrodsky and Gorodyansky have agreed to forego any
salary until such time as the Company has sufficient revenues therefore and/or
receives sufficient outside financing.





In the
past, our founders have advanced funds to the Company as required.  If, and
when necessary, our founders may, at their sole option, advance funds to cover
additional working capital as deemed necessary. These funds are not expected to
exceed $100,000, will be evidenced by a non-interest bearing unsecured corporate
note, and will be treated as loans to be repaid, if and when we have the
financial resources to do so.





During
fiscal year 2004, Sophia Malobrodsky made a non-interest-bearing loan advance to
the Company, payable on demand, in the amount of $38,000.  On January 2,
2006, the Company agreed to exchange the outstanding balance of $38,000 for
253,333 shares of the Company’s common stock ($0.15 per share).  While
the Company was committed to issue these shares at January 2, 2006, these shares
were not physically issued until March 22, 2006 because the Company needed to
increase its authorized capital and engage a transfer agent in order to
facilitate the physical issuance of the shares.





During
fiscal year 2005, Ilya Perlov made a non-interest-bearing loan advance to the
Company, payable on demand, in the amount of $3,000.  On January 2, 2006,
the Company agreed to exchange the outstanding balance of $3,000 for 20,000
shares of the Company’s common stock ($0.15 per share).  While the
Company was committed to issue these shares at January 2, 2006, these shares
were not physically issued until March 22, 2006 because the Company needed to
increase its authorized capital and engage a transfer agent in order to
facilitate the physical issuance of the shares.


13


On
January 2, 2006, Ms. Malobrodsky and Mr. Perlov made demand for repayment of
these obligations.  At the time, the Company did not have the funds
available for such repayment and the obligations were deemed to be in
default.  At that time, the Company had not completed its private
placement and there was no guarantee that it would be completed on a timely
basis, if at all.  As a result, Ms. Malobrodsky agreed to exchange the
outstanding balance of the outstanding loan advance ($38,000) owed by the
Company to her for 253,333 shares of common stock and Mr. Perlov agreed to
exchange the outstanding balance of the outstanding loan advance ($3,000) owed
by the Company to him for 20,000 shares of common stock, both at an exchange
rate of one share for each $0.15 of debt.  The $0.15 per share
conversion price was negotiated at that time on an arms-length basis between Ms.
Malobrodsky, Mr. Perlov and the Company which took into account a number of
factors, including but not limited to (a) the conversion of obligations which
had priority over common equity to a common equity position which is pari-passu with all other
equity holders; (b) the illiquidity of the Company at the time (as of December
31, 2005, the Company only had $2,197 cash); (c) the Company believed that the
obligations to Ms. Malobrodsky and Mr. Perlov needed to be eliminated in order
to complete any private placement of common equity and (d) the Company knew that
the prospective investors in the private placement would not permit any of the
proceeds of such offering to be utilized for payments to the
noteholders.  While the Company was committed to issue these shares at
January 2, 2006, these shares were not physically issued until March 22, 2006
because the Company needed to increase its authorized capital and engage a
transfer agent in order to facilitate the physical issuance of the
shares.  The shares issued to Ms. Malobrodsky and Mr. Perlov were
valued at $.75 per share and the accounting treatment of the exchange was to
debit Notes Payable and credit Common Stock par value and Additional Paid-In
Capital.





While we
cannot predict exactly what our level of activity will be over the next 12
months, past experience leads us to believe that available capital resources
will not be adequate to fund working capital requirements for the 12-month
period which commenced January 1, 2009.  We will therefore need to access
additional capital through the issuance of additional equity and debt securities
and other forms of outside funding, including additional loans from officers,
directors and shareholders of the Company.  There is no assurance can be
accomplished to the necessary extent, if at all. (See "Liquidity").





Liquidity





As of
December 31, 2009, we had $1,672 in cash and $5,000 in accounts receivable and a
negative net working capital of $10,240.


14


From its
inception, the Company’s basic business model has been to serve the venture
capital community and the information technology firms they fund for both the
acquisition of information technology equipment at prices below the factory sale
pricing and the disposition/liquidation of such equipment for purposes of
recovery of capital investment.  The two aspects of this strategy have been
(i) to purchase, at liquidation pricing, computer equipment owned by information
technology firms which are either ceasing or reducing operations or are merging
with other entities with a resulting duplication of equipment and (ii) to
facilitate early stage information technology firms acquisition of computer
equipment at prices which are less than the cost of new equipment.  Venture
Capital Funds have been the Company’s target market as they are the principal
source of funding for companies which would be most likely to utilize the
Company’s services.  The key elements of the Company’s strategy are (i)
identification of opportunities to acquire equipment, generally in connection
with a liquidation of the assets of an information technology company; (ii)
acquisition of equipment which has resale value at prices which will facilitate
a margin of 40-50% on resale; (iii) access to capital to acquire equipment
assets for resale; (iv) resale of the equipment through various channels in a
manner which will facilitate a rapid turn-around of funding; (v) to reduce
general and administrative expenses to not more than 15-20% of sales revenues
and (vi) maintaining lines of communication with entities who would make
decisions relating to equipment purchases and divestitures.  While all of
the risk factors described in this registration statement apply, the Company
believes that its most significant challenge to achievement of viable, long term
profitability is access to capital.  The Company is essentially a cash
business.  The Company can acquire equipment at the most favorable basis
where it can pay cash at the point of purchase.  The Company believes that
access to additional capital will enable it to purchase equipment on the most
favorable basis and enable the Company to achieve margins within targeted
ranges.  The Company’s operating expenses are reasonably predictable as
literally all of its sales are on a cash basis through online or other
auction-type channels.  Further, the Company’s operating expenses do not
tend to vary in relationship to sales volume.  Therefore, the Company
believes that as sales volume increases, so should its margin of profit.
 Given its current cash position, the Company believes it is questionable
whether it can manage expenditures to generate sufficient cash to support its
operations for the next twelve months.  In this regard, the Company’s net
income for the twelve-month period ended December 31, 2009 was only $1,046,
while we had a negative net working capital at said date of $10,240.  For
the twelve months ended December 31, 2009, the Company’s operating activities
used $7,698 cash and the Company’s financing activities provided cash in the
amount of $7,463.  The major strategic challenge facing the Company is
therefore the funding of growth—most particularly, the ability to acquire more
inventory for re-sale.  The Company believes that for the foreseeable
future, the availability of equipment for purchase in its target markets will
significantly exceed its financial resources and that the market for used
information technology equipment, both in the U.S. and abroad, will continue to
be strong and may even be growing.  While the Company believes that it may
be able to access asset-based working capital lending, this would be limited in
amount and would only support current liquidity and would not be a viable source
of funding for longer term growth.  The Company believes that such funding
can only achieved through sale of additional equity.  A critical element of
success in raising such funding is the liquidity of the Company’s common stock.
 The need for such liquidity is one of the principal reasons why the
Company is seeking to become a reporting company and have its shares
publicly-traded.  While there are no guarantees that it can be achieved,
the Company believes that such funding can be accessed in amounts which will
enable the Company to achieve growth in its sales and the achievement of long
term profitability.





The
potential exists that our available capital resources may not be adequate to
fund our working capital requirements based upon our present level of operations
for the 12-month period subsequent to January 1, 2010. A shortage of capital
would affect our ability to fund our working capital requirements. If we require
additional capital, funds may not be available on acceptable terms, if at all.
In addition, if we raise additional capital through the sale of equity or
convertible debt securities, the issuance of these securities could dilute
existing shareholders. If funds are not available, this could materially
adversely affect our financial condition and results of operations.





Historically,
we have depended on loans from our principal shareholders and their families and
acquaintances to provide us with working capital as required. We do not have any
credit facilities or other commitments for debt or equity financing. No
assurance can be given that financing, when needed, will be available. To date,
we have had discussions with potential sources of additional funding, however,
the Company does not currently have any firm commitment with respect thereto.
 None of our shareholders is obligated to make any loans or advances to us
and there can be no assurance that any of our shareholders will continue making
loans or advances to us in the future.





To meet
commitments that are greater than 12 months in the future, we will have to
operate our business in such a manner as produce positive cash flow and enhance
our exposure in the market. There does not currently appear to be any other
viable source of long-term financing except that management may consider various
sources of debt and/or equity financing if same can be obtained on terms deemed
reasonable to management.





Going
Concern.
 Our independent auditors have added an explanatory paragraph to
their audit issued in connection with the financial statements for the
period ended December 31, 2009, relative to our ability to continue as a going
concern.  The Company’s total liabilities exceeded its total assets by
$10,240.  We had an accumulated deficit of $680,090 incurred through
such date and recorded a profit of only $246 for the fiscal year ended December
31, 2009.  Because our auditors have issued a going concern opinion, there
is substantial uncertainty we will continue operations in which case you could
lose your investment. Our auditors have issued
a going concern opinion. This means that there is substantial doubt that we can
continue as an ongoing business for the next 12 months. The financial statements
do not include any adjustments that might result from the uncertainty about our
ability to continue our business.


15





Results
of Operations for Comparative Years Ended December 31, 2009 and December 31,
2008





The
following table summarizes the results of operations during the twelve-month
periods ended December 31, 2009 and December 31, 2008:








Line Item
                    
                    12/31/08
                      (audited)
                    
                    
                    12/31/07
                      (audited)
                    
                    
                    Increase
                      (Decrease)
                    
                    
                    Percentage
                      Increase
                      (Decrease)Sales
                    
                    $
                    59,624
                    
                    
                    $
                    518,296
                    
                    
                    $
                    (458,672
                    )
                    
                    
                    (88.5
                    )%Net
      income (loss)
                    
                    
                    246
                    
                    
                    
                    15,113
                    
                    
                    
                    (14,867
                    )
                    
                    
                    (98.4
                    )%Expenses
                    
                    
                    58,584
                    
                    
                    
                    502,383
                    
                    
                    
                    (443,799
                    )
                    
                    
                    (88.3
                    )%Earnings
      (loss) per share of common stock
                    
                    
                    0.00
                    
                    
                    
                    1.70
                    
                    
                    
                    (1.70
                    )
                    
                    
                    (100
                    )%





Comparisons
between Cost of Sales Selling, Administrative and General Expenses for the
twelve-month period ended December 31, 2009 and for the twelve-month period
ended December 31, 2008 are as follows:





12 Mos.
                    Ended
                    12/31/2009
                  
                  
                  12 Mos. Ended
                    12/31/2008Cost
      of Sales
                  
                  $
                  35,863
                  
                  
                  $
                  444,548Ratio
      of Cost of Sales to Sales
                  
                  
                  60.1
                  %
                  
                  
                  85.8
                  %Selling,
      General and Administrative Expenses
                  
                  $
                  22,639
                  
                  
                  $
                  57,835





We had
net income of $246 for the twelve months ended December 31, 2009 as compared
with net income of $15,113 for the twelve months ended December 31, 2008.
 This improvement was largely due to an increase in sales and a small
decrease in selling, general and administrative expenses. The
Company’s sales in any given period is significantly affected by the working
capital the Company has available for the purchase of inventory.  The
Company is known in Silicon Valley, California, as a liquidator of used computer
equipment.  The principal source of the Company’s business leads are
Venture Capital firms who have invested in information technology companies
which have either ceased or reduced operations or have gone through a business
combination which results in the surviving company having duplicative equipment.
 The Company also generally monitors the information technology industry to
identify target companies who might be in the market to liquidate to sell
equipment.  The principal limitation on the Company’s ability to purchase
equipment is the availability and access to funds to complete the purchase of
inventory.  The Company’s sales are at least partially dependent on its
ability to acquire inventory.  Simply put, without inventory, the Company
has nothing to sell.  While the Company can technically act as a
“middle-man” between the entity divesting equipment and the re-sale market
without directly purchasing the equipment, it has found that it cannot achieve
the margins on sales by so doing that it achieves by purchasing the equipment
outright and acting as a principal on the re-sale as opposed to an
agent


16


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 our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity or capital
expenditures or capital resources that is material to an investor in our
securities.




Seasonality




Our
operating results are not affected by seasonality.




Inflation




Our
business and operating results are not affected in any material way by
inflation.




Critical
Accounting Policies




The
Securities and Exchange Commission issued Financial Reporting Release No. 60,
"Cautionary Advice Regarding Disclosure About Critical Accounting Policies"
suggesting that companies provide additional disclosure and commentary on their
most critical accounting policies.  In Financial Reporting Release No.
60, the Securities and Exchange Commission has defined the most critical
accounting policies as the ones that are most important to the portrayal of a
company's financial condition and operating results, and require management to
make its most difficult and subjective judgments, often as a result of the need
to make estimates of matters that are inherently uncertain.  The
nature of our business generally does not call for the preparation or use of
estimates.  Due to the fact that the Company does not have any
operating business, we do not believe that we do not have any such critical
accounting policies.




ITEM
7A.           QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK




As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.




ITEM
8.              FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA




Set forth
below are the audited financial statements for the Company for the fiscal years
ended December 31, 2009 and 2008 and the reports thereon of Paritz &
Co.


17


INTELLIGENT
BUYING, INC.





FINANCIAL
STATEMENTS





INDEX





Page NumberINDEPENDENT
      AUDITORS' REPORT
              F-1FINANCIAL
      STATEMENTS:Balance
      Sheet at December 31, 2009
              F-2Statement
      of Operations for the years ended December 31, 2009 and December 31,
      2008
              F-3Statement
      of Stockholders' Deficiency for the years ended December 31, 2009 and
      2008
              F-4Statement
      of Cash Flows for the years ended December 31, 2009 and
    2008
              F-5Notes
      to Financial Statements for period ended December 31, 2009
              F-6
      to F-11


18
 
 REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
 The Board
of Directors and Shareholders
 Intelligent
Buying, Inc.:
 
 We have
audited the accompanying balance sheet of Intelligent Buying, Inc. as of
December 31, 2009 and 2008, and the related statements of operations, changes in
shareholders’ equity (deficit), and cash flows for the years ended December 31,
2009 and 2008.  These financial statements are the responsibility of
the Company’s management.  Our responsibility is to express an opinion
on these financial statements based on our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance 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 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 Intelligent Buying, Inc. as of
December 31, 2009 and 2008, and the results of its operations and its cash flows
for the years ended December 31, 2009 and 2008 in conformity with accounting
principles generally accepted in the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 1 to the
financial statements, the Company has incurred operating losses since inception
and has a net capital deficit at December 31, 2009, which raises substantial
doubt about its ability to continue as a going concern.  Management’s
plan in regard to these matters is also discussed in Note 1.  The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
  /s/
Paritz & Co.
 
 Paritz
& Co.
 Hackensack,
NJ
 March 10,
2010
  F-1
  INTELLIGENT
BUYING, INC.
 
 BALANCE
SHEET
 
 December 31, 2009
                    (Audited)
                  
                  
                  December 31, 2008
                    (Audited)CURRENT
      ASSETSCash
                  
                  $
                  1,672
                  
                  
                  $
                  1,902Accounts
      receivable
                  
                  
                  5,000Inventories
                  
                  
                  2,500
                  
                  
                  
                  —TOTAL
      CURRENT ASSETS
                  
                  
                  9,172
                  
                  
                  
                  1,902Property
      and equipment, net
                  
                  
                  —
                  
                  
                  
                  14TOTAL
      ASSETS
                  
                  $
                  9,172
                  
                  
                  $
                  1,916LIABILITIES
      AND STOCKHOLDERS’ DEFICIENCYAccounts
      payable and accrued expenses
                  
                  $
                  7,339
                  
                  
                  $
                  7,792Due
      to related party
                  
                  
                  12,073
                  
                  
                  
                  4,610TOTAL
      CURRENT LIABILITIES
                  
                  
                  19,412
                  
                  
                  
                  12,402STOCKHOLDERS’
      (DEFICIENCY):Preferred
      stock (Note 5), $.001 par value, Authorized – 25,000,000 shares Issued and
      outstanding – 2,500,000 shares
                  
                  
                  2,500
                  
                  
                  
                  2,500Common
      stock, $.001 par value, Authorized – 50,000,000 shares Issued and
      outstanding – 889,533 shares
                  
                  
                  889
                  
                  
                  
                  889Additional
      paid-in capital
                  
                  
                  666,461
                  
                  
                  
                  666,461Accumulated
      deficit
                  
                  
                  (680,090
                  )
                  
                  
                  (680,336
                  )TOTAL
      STOCKHOLDERS’ (DEFICIENCY)
                  
                  
                  (10,240
                  )
                  
                  
                  (10,486
                  )TOTAL
      LIABILITIES AND STOCKHOLDERS’ (DEFICIENCY)
                  
                  $
                  9,172
                  
                  
                  $
                  1,916
 
 The
accompanying notes are an integral part of these financial
statements.
  F-2
  INTELLIGENT
BUYING, INC.
 
 STATEMENTS
OF OPERATIONS AND ACCUMULATED DEFICIT
 
 YEAR ENDED DECEMBER 312009
                                    (Audited)
                                  
                                  
                                  2008
                                    (Audited)SALES:Related
      Party
                                  
                                  
                                  47,821
                                  
                                  
                                  
                                  6,795Other
                                  
                                  
                                  11,803
                                  
                                  
                                  
                                  511,501TOTAL
      SALES
                                  
                                  
                                  59,624
                                  
                                  
                                  
                                  518,296COSTS
      AND EXPENSES:Cost
      of sales
                                  
                                  
                                  35,863
                                  
                                  
                                  
                                  444,548Selling,
      general and administrative
                                  
                                  
                                  22,639
                                  
                                  
                                  
                                  57,835Interest
                                  
                                  
                                  82
                                  
                                  
                                  
                                  —TOTAL
      COSTS AND EXPENSES
                                  
                                  
                                  58,584
                                  
                                  
                                  
                                  502,383INCOME
      (LOSS) BEFORE TAXES
                                  
                                  
                                  1,046
                                  
                                  
                                  
                                  15,913INCOME
      TAXES
                                  
                                  
                                  800
                                  
                                  
                                  
                                  800NET
      INCOME (LOSS)
                                  
                                  
                                  246
                                  
                                  
                                  
                                  15,113ACCUMULATED
      DEFICIT- BEGINNING OF PERIOD
                                  
                                  
                                  (680,336
                                  )
                                  
                                  
                                  (695,449
                                  )ACCUMULATED
      DEFICIT- END OF PERIOD
                                  
                                  
                                  (680,090
                                  )
                                  
                                  
                                  (680,336
                                  )BASIC AND DILUTED NET INCOME
      (LOSS) PER COMMON
      SHARE
                                  
                                  
                                  0.00
                                  
                                  
                                  
                                  0.02WEIGHTED AVERAGE NUMBER
      OF SHARES
      OUTSTANDING
                                  
                                  
                                  889,533
                                  
                                  
                                  
                                  889,533
 
 The
accompanying notes are an integral part of these financial
statements.
  F-3
  INTELLIGENT
BUYING, INC.
  STATEMENT
OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
 
 —Common Stock—
                          
                          
                          —Preferred Stock—Shares
                          
                          
                          $.001
                            Par
                            Value
                          
                          
                          Shares
                          
                          
                          $.001
                            Par
                            Value
                          
                          
                          Additional
                            Paid-In
                            Capital
                          
                          
                          Accumulated
                            Deficit
                          
                          
                          TotalBalance
      –  January 1, 2005
                          
                          
                          20,000
                          
                          
                          $
                          -
                          
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          200
                          
                          
                          $
                          (34,677
                          )
                          
                          $
                          (34,477
                          )Net
      loss
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (24,031
                          )
                          
                          
                          (24,031
                          )Balance
      – December 31, 2005
                          
                          
                          20,000
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          200
                          
                          
                          
                          (58,708
                          )
                          
                          
                          (58,508
                          )Issuance
      of common stock
                          
                          
                          889,533
                          
                          
                          
                          889
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          666,261
                          
                          
                          
                          -
                          
                          
                          
                          218,651Conversion
      of common stock toPreferred
      Stock
                          
                          
                          (20,000
                          )
                          
                          
                          -
                          
                          
                          
                          2,500,000
                          
                          
                          
                          2,500
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          2,500Net
      loss
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (698,676
                          )
                          
                          
                          (160,176
                          )Balance
      – December 31, 2006
                          
                          
                          889,533
                          
                          
                          $
                          889
                          
                          
                          
                          2,500,000
                          
                          
                          $
                          2,500
                          
                          
                          $
                          666,461
                          
                          
                          $
                          (667,384
                          )
                          
                          $
                          2,467Net
      loss
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (28,065
                          )
                          
                          
                          (28,065
                          )Balance
      December 31, 2007
                          
                          
                          889,533
                          
                          
                          $
                          889
                          
                          
                          
                          2,500,000
                          
                          
                          $
                          2,500
                          
                          
                          $
                          666,461
                          
                          
                          $
                          (695,449
                          )
                          
                          $
                          (25,599
                          )Net
      income
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          15,113
                          
                          
                          
                          15,113Balance
      December 31, 2008
                          
                          
                          889,533
                          
                          
                          $
                          889
                          
                          
                          
                          2,500,000
                          
                          
                          $
                          2,500
                          
                          
                          $
                          666,461
                          
                          
                          $
                          (680,336
                          )
                          
                          $
                          (10,486
                          )Net
      Income246
                          
                          
                          
                          246Balance
      December 31, 2009
                          
                          
                          889,533
                          
                          
                          $
                          889
                          
                          
                          
                          2,500,000
                          
                          
                          $
                          2,500
                          
                          
                          $
                          666,461
                          
                          
                          $
                          (680,090
                          )
                          
                          $
                          (10,240
                          )
 
 The
accompanying notes are an integral part of these financial
statements.
 
  F-4
  INTELLIGENT
BUYING, INC.
 
 STATEMENTS
OF CASH FLOWS
 
 YEAR ENDED DECEMBER 312009
                  
                  
                  2008OPERATING
      ACTIVITIES:Net
      income (loss)
                  
                  
                  246
                  
                  
                  
                  15,113Adjustments to reconcile net
      income (loss) tonetCash
      provided by (used in) operating activities:Depreciation
      and amortization
                  
                  
                  9
                  
                  
                  
                  573Stock-based
      compensation expenseChanges
      in operating assets and liabilities:Accounts
      receivable
                  
                  
                  (5,000
                  )
                  
                  
                  3,821Inventory
                  
                  
                  (2,500
                  )
                  
                  
                  968Prepaid
      expenses and sundry current assetsAccounts
      payable and accrued expenses
                  
                  
                  (453
                  )
                  
                  
                  (19,483
                  )Taxes
      payable
                  
                  
                  —
                  
                  
                  
                  (510
                  )NET
      CASH PROVIDED BY (USED) IN OPERATING ACTIVITIES
                  
                  
                  (7,698
                  )
                  
                  
                  482INVESTING
      ACTIVITIES:Gain
      on disposal of equipment
                  
                  
                  6
                  
                  
                  
                  —NET
      CASH PROVIDED BY INVESTING ACTIVITIES
                  
                  
                  6
                  
                  
                  
                  —FINANCING
      ACTIVITIES:Repayments
      of (advances to) shareholderAdvances
      (Repayments) from related party
                  
                  
                  7,462
                  
                  
                  
                  (1,328
                  )Proceeds
      from notes payable – related parties
                  
                  
                  —
                  
                  
                  
                  —Issuance
      of common stock
                  
                  
                  —
                  
                  
                  
                  —Issuance
      of preferred stock
                  
                  
                  —
                  
                  
                  
                  —NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                  
                  
                  7,462
                  
                  
                  
                  (1,328
                  )DECREASE
      IN CASH
                  
                  
                  (230
                  )
                  
                  
                  (846
                  )CASH–
      BEGINNING OF PERIOD
                  
                  
                  1,902
                  
                  
                  
                  2,748CASH–
      END OF PERIOD
                  
                  
                  1,672
                  
                  
                  
                  1,902
 
 The
accompanying notes are an integral part of these financial
statements.
  F-5
  INTELLIGENT
BUYING, INC.
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2009
 (AUDITED)
 
 1.   SIGNIFICANT
ACCOUNTING POLICIES
 
 Business
description
 
 The
financial statements presented are those of Intelligent Buying, Inc. (the
“Company”).  The Company was incorporated under the laws of the State of
California on March 22, 2004 and is in the business of acquiring high-end
computer and networking equipment from resellers and end-users and then
reselling this equipment at discounted prices.
 
 Uses
of estimates in the preparation of financial statements
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles accepted in the United States of America (“GAAP”) 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 net revenue and
expenses during each reporting period.  Actual results could differ from
those estimates.
 
 Revenue
Recognition
 
 The
Company recognizes revenue on a gross basis when it is realized or realizable
and earned.  The Company considers revenue realized or realizable and
earned when persuasive evidence of an arrangement exists, the product has been
shipped or the services have been provided to the customer, the sales price is
fixed or determinable and collectability is reasonably assured.  The
Company reduces revenue for estimated customer returns, rotations and sales
rebates when such amounts are estimable.  When not estimable, The Company
defers revenue until the product is sold to the end customer.  The Company
does not provide support on products sold unless a separate agreement for
installation and setup has been entered into.  The revenue from such an
agreement would be reported separately as fee income if and when such services
are performed, completed and accepted by the customer.
 
 Comprehensive
income
 
 SFAS No.
130, "Reporting Comprehensive Income," establishes standards for the reporting
and display of comprehensive income and its components in financial statements.
SFAS No. 130 requires that all items required to be recognized under accounting
standards as components of comprehensive income be reported in a financial
statement with the same prominence as other financial statements. Comprehensive
income consists of net earnings, the net unrealized gains or losses on
available-for-sale marketable securities, foreign currency translation
adjustments, minimum pension liability adjustments and unrealized gains and
losses on financial instruments qualifying for hedge accounting and is presented
in the accompanying Consolidated Statement of Shareholders' Equity in accordance
with SFAS No. 130.During the years ended December 31 2009 and 2008 the Company
did not have any components of comprehensive income (loss) to
report.
 
 Net
loss per share
 
 Authoritative
guidance on Earnings per
Share, requires dual presentation of basic and diluted earnings or loss
per share (“EPS”) for all entities with complex capital structures and requires
a reconciliation of the numerator and denominator of the basic EPS computation
to the numerator and denominator of the diluted EPS computation.  Basic EPS
excludes dilution; diluted EPS reflects the potential dilution that could occur
if securities or other contracts to issue common stock were exercised or
converted into common stock or resulted in the issuance of common stock that
then shared in the earnings of the entity.
  F-6
 
 INTELLIGENT
BUYING, INC.
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2009
 (AUDITED)
 
 1.   SIGNIFICANT
ACCOUNTING POLICIES (CON’T)
 
 Basic
loss per share is computed by dividing net loss applicable to common
shareholders by the weighted average number of common shares outstanding during
the period.  Diluted loss per share reflects the potential dilution that
could occur if dilutive securities and other contracts to issue common stock
were exercised or converted into common stock or resulted in the issuance of
common stock that then shared in the earnings of the Company, unless the effect
is to reduce a loss or increase earnings per share.
 
 Stock-based
compensation
 
 The
Company has adopted the relevant standard on Share-Based Payments, which
addresses the accounting for share-based payment transactions. The standard
eliminates the ability to account for share-based compensation transactions
using old standards, and generally requires instead that such transactions be
accounted and recognized in the statement of operations based on their fair
value. The standard is  effective for public companies that file as small
business issuers as of the first interim or annual reporting period that begins
after December 15, 2005.  Depending upon the number of and terms for
options that may be granted in future periods, the implementation of this
standard could have a significant non-cash impact on results of operations in
future periods
 
 During
the years ended December 31, 2009 and 2008, there were no stock options granted
or outstanding.
 
 Recently
issued accounting pronouncements
 
 In
June 2009, the Financial Accounting Standards Board (FASB) issued the Accounting Standards
CodificationTM(the Codification).  The Codification now is the
single source of authoritative accounting principles recognized by FASB to be
applied by nongovernmental entities in the preparation of financial statements
in conformity with Generally Accepted Accounting Principles (GAAP), in the
United States.  The Codification became effective for interim and
annual periods ending after September 15, 2009.  All other
accounting literature not included in the Codification will be nonauthoritative,
except for additional authoritative rules and interpretive releases issued by
the United States Securities Exchange Commission (SEC).  The
Codification is not intended to change GAAP; instead, it reorganizes the
thousands of US GAAP pronouncements into approximately 90 Accounting
Topics.  Adoption of the Codification did not have an impact on our
financial statements.
 
 In May
2009,  new guidance was issued for accounting for subsequent
events.  The new guidance, which is now part of Accounting Standards
Codification (ASC) Topic 855, Subsequent Events, is
consistent with existing auditing standards in its definition of subsequent
events, but requires disclosure of the date through which an entity has
evaluated subsequent events and the basis for that date.  There are
two types of subsequent events: (1) events that provide additional evidence
about conditions that existed at the balance sheet date, and are recognized in
the financial statements, and (2) events that provide evidence about
conditions that did not exist at the balance sheet date, but arose before the
financial statements are issued or are available to be issued, and are not
recognized at the balance sheet date.  The adoption of the new
guidance had no impact on our consolidated financial statements.  We
evaluated all events or transactions that occurred after December 31, 1009 up
through March 31, 2010, the date these financial statements were issued and
filed with the SEC.
 
 In December
2007,  new guidance was issued for accounting for collaborative
arrangements.  The new guidance, which is now part of ASC Topic 808,
Collaborative
Arrangements, is effective for fiscal years beginning after December 15,
2008.  The scope of the new guidance is limited to collaborative
arrangements where no separate legal entity exists and in which the parties are
active participants and are exposed to significant risks and rewards that depend
on the success of the activity.  The
new guidance requires certain income statement presentation of transactions with
third parties and of payments between parties to the arrangement, along with
disclosure about the nature and purpose of the arrangement.  The
adoption of the new guidance on January 1, 2009 did not have a material impact
on our financial statements.
  F-7
 
 INTELLIGENT
BUYING, INC.
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2009
 (AUDITED)
 
 1.   SIGNIFICANT
ACCOUNTING POLICIES (CON’T)
 
 In
December 2007, new guidance was issued for accounting for business
combinations.  The new guidance, which is now part of ASC topic 805,
Business Combinations,
is effective for financial statements issued for fiscal years beginning on or
after December 15, 2008.  The new guidance establishes principles
and requirements for how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, any
noncontrolling interest in the acquiree, and the goodwill acquired in the
business combination.  ASC Topic 805 also establishes disclosure
requirements to enable the evaluation of the nature and financial effects of the
business combination. We adopted the new guidance on January 1, 2009, which had
no immediate impact on our financial statements; however, it may have an impact
on the accounting for any potential future business combinations.
 
 Inventories
 
 Inventories,
consisting of computer and networking equipment, are valued at the lower of cost
(first-in, first-out basis) or market (replacement cost).
 
 2.
 PROPERTY AND EQUIPMENT
 
 A summary
of property and equipment and the estimated lives used in the computation of
depreciation and amortization is as follows:
 
 DECEMBER 31,
                  
                  
                  DECEMBER 31,2009
                  
                  
                  2008Computer
      equipment
                  
                  $
                  —
                  
                  
                  $
                  2,284Less
      accumulated depreciation
                  
                  
                  —
                  
                  
                  
                  2,270$
                  —
                  
                  
                  $
                  14
 
 3.
 INCOME TAXES
 
 The
Company recognizes deferred income tax liabilities and assets for the expected
future tax consequences of events that have been recognized in the financial
statements or tax returns.  Under this method, deferred tax liabilities and
assets are determined based on the differences between the financial statement
carrying amounts and the tax basis of assets and liabilities using enacted tax
rates in effect in the years in which the differences are expected to
reverse.
 
 The
Company recorded no income taxes for the years ended December 31, 2009 due to
the use of available net operating loss carryforwards. For the year ended
December 31, 2009, the Company incurred a net loss and no tax provision was
required. Net operating loss carryforwards of approximately $680,000 at
December 31, 2009 are available to offset future taxable income, if any, and
expire in 2027.  This results in a net deferred tax asset, assuming an
effective tax rate of 34% of approximately
$231,000 at December 31, 2009.  A valuation allowance in the same amount
has been provided to reduce the deferred tax asset, as realization of the asset
is not assured.
  F-8
 
 INTELLIGENT
BUYING, INC.
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2009
 (AUDITED)
 
 4.
 STOCKHOLDERS’ EQUITY (DEFICIENCY)
 
 Preferred
stock
 
 At
December 31, 2009, the Company had 2,500,000 shares of its preferred stock
issued and outstanding.  The preferred shares were issued in exchange for
the 20,000 shares of common stock held by the Company’s founders.  At the
time of the exchange, such 20,000 shares comprised all of the issued and
outstanding shares of the Company, and as a result, the exchange was treated as
an “equal value” exchange with the 2,500,000 preferred shares having the same
value as the 20,000 shares of common stock for which they were exchanged.
 The only journal entries made at the time of the exchange were to take
into account the par value of each of the shares exchanged.
 
 The
following is a list of significant designations, rights and preference of the
presently issued preferred shares:
 
 Each
holder shall have two votes for each share of preferred stock.
 
 Liquidation
preference—In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the affairs of the Company, holders of Series A Preferred Stock
shall be entitled, before any distribution or payment out of the assets of the
Company may be made to or set aside for the holders of any common stock, to
receive in full an amount equal to $2.00 per share, together with an amount
equal to all accrued and unpaid dividends accrued to the date of
payment.
 
 Additionally,
from time to time the Board of Directors may designate additional classes of
preferred stock with designations, rights and preferences to be determined by
the Company’s board of directors. The issuance of the preferred stock and
additional shares of the preferred stock in the future could adversely affect
the rights of the holders of the common stock.
 
 With
respect to such preferred shares, the Board of Directors may determine, without
further vote or action by their stockholders:
 
 the
number of shares and the designation of the series;
 
 whether
to pay dividends on the series and, if so, the dividend rate, whether dividends
will be cumulative and, if so, from which date or dates, and the relative rights
of priority of payment of dividends on shares of the series;
 
 whether
the series will have voting rights in addition to the voting rights provided by
law and, if so, the terms of the voting rights;
 
 whether
the series will be convertible into or exchangeable for shares of any other
class or series of stock and, if so, the terms and conditions of conversion or
exchange;
 
 whether
or not the shares of the series will be redeemable and, if so, the dates, terms
and conditions of redemption and whether there will be a sinking fund for the
redemption of that series and, if so, the terms and amount of the sinking fund;
and
 
 the
rights of the shares of the series in the event of our voluntary or involuntary
liquidation, dissolution or winding up and the relative rights or priority, if
any, of payment of shares of the series.
  F-9
  INTELLIGENT
BUYING, INC.
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2009
 (AUDITED)
 
 4.
 STOCKHOLDERS’ EQUITY (DEFICIENCY) (CON’T)
 
 Common
stock
 
 At
December 31, 2009, the Company had 889,533 shares of its common stock issued and
outstanding. These shares comprised 273,333 shares issued on March 22, 2006 in
exchange for certain Notes Payable (see Note 2, above), 500,000 shares issued on
April 1, 2006 in consideration for certain financial advisory services and
116,200 shares issued on March 31, 2006 in connection with a private placement
of common shares.  Dividends may be paid on outstanding shares of common
stock as declared by the Board of Directors. Each share of common stock is
entitled to one vote.
 
 5.  ACCOUNTS PAYABLE AND ACCRUED
EXPENSES
 
 Accounts
payable and accrued expenses consist of the following:
 
 DECEMBER 31
                  
                  
                  DECEMBER 312009
                  
                  
                  2008Trade
      payables:Other
      payables- less than 5%
                  
                  $
                  865
                  
                  
                  $
                  2,377Sales
      tax payable
                  
                  
                  3,179
                  
                  
                  
                  —Legal
      and accounting fees
                  
                  
                  3,295
                  
                  
                  
                  5,415$
                  7,339
                  
                  
                  $
                  7,792
 
 6.
 RELATED PARTY TRANSACTIONS
 
 The
Company sells to Anchorfree Wireless, Inc., a company controlled by the
principal shareholders of the Company.  During the year ended December 31,
2009 and 2008 approximately 80% and 1% respectively of the Company’s sales were
made to Anchorfree.  As of December 31, 2009 and 2008, Anchorfree was not
indebted to the Company for sales made in the ordinary course of
business.
 
 7.  GOING
CONCERN
 
 The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation of the
Company as a going concern.  However, The Company has a negative net
working capital of $10,240 as of December 31, 2009 and net income of $246 and
$15,113 for years ended December 31, 2009 and 2008, respectively. The Company
currently has limited liquidity, and has not completed its efforts to establish
a stabilized source of revenues sufficient to cover operating costs over an
extended period of time.
 
 Management
anticipates that the Company will be dependent, for the near future, on
additional investment capital to fund operating expenses. There are no
assurances that the Company will be successful in this or any of its endeavors
or become financially viable and continue as a going concern.
  F-10
  ITEM
9.                
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
 None.
 
 ITEM
9A(T).         CONTROLS AND
PROCEDURES.
  Evaluation
of Disclosure Controls and Procedures
 
 The
Company’s Chief Executive Officer and Chief Financial Officer performed an
evaluation of the Company’s disclosure controls and procedures. Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Securities Exchange Act of 1934 is
accumulated and communicated to the issuer’s management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate to allow timely
decisions regarding required disclosure. Based on this evaluation, the Chief
Executive Officer and Chief Financial Officer have concluded that the Company’s
disclosure controls and procedures are effective as of December 31,
2009.
 
 Management’s
Annual Report on Internal Control over Financial Reporting
 
 INTELLIGENT
BUYING, INC.
 
 REPORT
OF MANAGEMENT
 
 Management
prepared, and is responsible for, the financial statements and the other
information appearing in this annual report. The financial statements present
fairly the Company’s financial position, results of operations and cash flows in
conformity with U.S. generally accepted accounting principles. In preparing its
financial statements, the Company includes amounts that are based on estimates
and judgments that Management believes are reasonable under the circumstances.
The Company’s financial statements have been audited by Paritz & Co., an
independent registered public accounting firm appointed by the Company’s Board
of Directors. Management has made available to Paritz & Co. all of the
Company’s financial records and related data, as well as the minutes of the
stockholders’ and Directors’ meetings.
 
 MANAGEMENT’S
ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING
 
 Management
is responsible for establishing and maintaining adequate internal control over
financial reporting. The Company’s internal control system was designed to
provide reasonable assurance to the Company’s Management and Directors regarding
the preparation and fair presentation of published financial
statements.
 
 Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, 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.
 
 Management
assessed the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2009. This assessment was based on criteria
established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on our assessment, we
believe that as of December 31, 2009 the Company’s internal control over
financial reporting is effective based on those criteria.
  /S/    Eugene
      MalobrodskyEugene
      MalobrodskyChief
      Executive Officer
 
 /S/    David
      GorodyanskyDavid
      GorodyanskyChief
      Financial Officer
  19
 
 Changes
in Internal Control over Financial Reporting
 
 There
were no changes in the Company’s internal controls over financial reporting
during the fiscal year ended December 31, 2009 that materially affected, or are
reasonably likely to materially affect, the Company’s internal control over
financial reporting.
 
 ITEM
9B.               OTHER
INFORMATION
 
 None
 
 PART
III
 
 ITEM
10.                DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
 Directors,
Executive Officers and Significant Employees
  The
following table sets forth information with respect to our directors and
executive officers.  Other than these persons, there are no
significant employees.
 
 Name
                
                Age
                
                PositionEugene
      Malobrodsky
                
                28
                
                Chief
      Executive Officer, Secretary and DirectorDavid
      Gorodyansky
                
                28
                
                President,
      Chief Operating Officerand
      Chief Financial Officer and
Director
 
 David Gorodyansky.
  Founded Intelligent Buying Inc. in 2004.  From August 2001
through May 2002, he served as a Sr. Strategy Manager with Fulcrum Management.
 In May 2002, he commenced the business which was the predecessor of
Intelligent Buying, Inc. as a partnership with Eugene Malobrodsky.  This
business became Intelligent Buying, Inc. in March 2004 and he has continued as
Director and President of Intelligent Buying through the present date.
 David is a member of the Society of Competitive Intelligence Professionals
and an advisor on the Technology Expert Council to Gavin Newsom, the mayor of
San Francisco.  He was also is the Co-Founder and currently serves as
President of AnchorFree Wireless Inc., which operates Wi-Fi networks in San
Francisco and Palo Alto, California.
 
 Eugene Malobrodsky, Founded
Intelligent Buying Inc. in 2004 and was active in initially funding and growth
of the company.  From September 2000 through August 2001, he served as
Information Technology Director of Web Ever, Inc.  From September 2001
through June 2002, he served as Sales Manager for Unix Surplus.  In May
2002, he commenced the business which was the predecessor of Intelligent Buying,
Inc. as a partnership with David Gorodyansky.  This business became
Intelligent Buying, Inc. in March 2004 and he has continued as Director, Chief
Executive Officer, Chief Financial Officer and Secretary of Intelligent Buying
through the present date.  He is currently in charge of technical
operations and strategy planning.  He also currently serves as a Senior
Vive President of AnchorFree Wireless, Inc., which operates Wi-Fi networks in
San Francisco and Palo Alto, California.
 
 Messrs.
Gorodyansky and Malobrodsky currently each devote approximately five to ten
hours per week to the business of Intelligent Buying, Inc.
 
 Family
Relationships
  There are
no family relationships among our directors or officers.
  20
 
 Audit
Committee and Audit Committee Financial Expert
  We do not
currently have an audit committee financial expert, nor do we have an audit
committee.  Our entire board of directors, which currently consists of
Messrs Malobrodsky and Gordyansky, handle the functions that would otherwise be
handled by an audit committee.  We do not currently have the capital
resources to pay director fees to a qualified independent expert who would be
willing to serve on our board and who would be willing to act as an audit
committee financial expert.  As our business expands and as we appoint
others to our board of directors we expect that we will seek a qualified
independent expert to become a member of our board of
directors.  Before retaining any such expert our board would make a
determination as to whether such person is independent.
 
 Section
16(a) Beneficial Ownership Reporting Compliance.
 
 Section
16(a) of the Securities Act of 1934 requires the Company's officers and
directors, and greater than 10% stockholders, to file reports of ownership and
changes in ownership of its securities with the Securities and Exchange
Commission. Copies of the reports are required by SEC regulation to be furnished
to the Company. Based on management's review of these reports during the fiscal
year ended December 31, 2009, all reports required to be filed were filed on a
timely basis.
  Code
of Ethics
  Our board
of directors has adopted a code of ethics that our officers, directors and any
person who may perform similar functions is subject to.  Currently,
Messrs Malobrodsky and Gordyansky are our only officers and directors,
therefore, they are the only persons subject to the Code of
Ethics.  If we retain additional officers in the future to act as our
principal financial officer, principal accounting officer, controller or persons
serving similar functions, they would become subject to the Code of
Ethics.  The Code of Ethics does not indicate the consequences of a
breach of the code.  If there is a breach, the board of directors
would review the facts and circumstances surrounding the breach and take action
that it deems appropriate, which action may include dismissal of the employee
who breached the code.  Currently, since Messrs Malobrodsky and
Gordyansky serve as the only directors and officers, they are responsible for
reviewing their own conduct under the Code of Ethics and determining what action
to take in the event of his own breach of the Code of Ethics.
  ITEM
11.  EXECUTIVE COMPENSATION.
  The
following table sets forth information concerning all cash and non-cash
compensation awarded to, earned by or paid to our officers for services during
the last three fiscal years in all capacities to us, our subsidiaries and
predecessors. No executive officer received compensation of $100,000 or more in
any of the last three fiscal years.
 
 Summary
Compensation Table
 
 Name and
                              Principal
                              Position
                            
                            Year
                            
                            Salary
                              ($)
                            
                            
                            Bonus
                              ($)
                            
                            
                            Stock
                              Awards
                              ($)
                            
                            
                            Option
                              Awards
                              ($)
                            
                            
                            Non-
                              Equity
                              Incentive Plan
                              Compensation
                              Earnings ($)
                            
                            
                            Non-
                              qualified
                              Deferred
                              Compensation
                              Earnings ($)
                            
                            
                            All Other
                              Compensation
                              ($)
                            
                            
                            Total
                              ($)Eugene
      Malobrodsky
                            
                            2007
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0CEO,
      Secretary
                            
                            2008
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0And
      Director
                            
                            2009
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0David
      Gorodyansky President,
                            
                            2007
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0COO,
      CFO and
                            
                            2008
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0Director
                            
                            2009
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
  21
  Outstanding
Equity Awards at Fiscal Year End
  None of
our executive officers received any equity awards, including, options,
restricted stock or other equity incentives, during the fiscal year ended
December 31, 2009.
  Additional
Narrative Disclosures
  All of
our employees, including our executive officers, are employed at will and none
of our employees has entered into an employment agreement with us. We do not
have any bonus, deferred compensation or retirement plan.
 
 Director
Compensation
  We have
no standard arrangements in place to compensate our directors for their service
as directors or as members of any committee of directors. In the future, if we
retain non-employee directors, we may decide to compensate them for their
service to us as directors and members of committees.
 
 ITEM
12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
  The
following table sets forth information regarding beneficial ownership of our
common stock as of March 1, 2010 (i) by each person who is known by us to
beneficially own more than five percent of our common stock; (ii) by each of our
officers and directors; and (iii) by all of our officers and directors as a
group:
 
 Title of Class
                                                  
                                                  Name & Address of
                                                    Beneficial Owner
                                                  
                                                  Office, If Any
                                                  
                                                  Amount & Nature of
                                                    Beneficial
                                                    Ownership1
                                                  
                                                  
                                                  Percent
                                                    of
                                                    Class2Common
      Stock
                                                    $0.001
      par value
                                                  
                                                  Altitude
      Group, LLC (1)
                                                    2264
      82nd Street
                                                    Brooklyn,
      NY 11214
                                                  
                                                  5%
      holder
                                                  
                                                  
                                                  500,000
                                                  
                                                  
                                                  
                                                  56.21
                                                  %Common
      Stock
                                                    $0.001
      par value
                                                  
                                                  Sophia
      Malobrodsky
                                                    260
      Santa Ana Court
                                                    Sunnyvale,
      CA 94085.
                                                  
                                                  5%
      holder
                                                  
                                                  
                                                  253,333
                                                  
                                                  
                                                  
                                                  28.48
                                                  %Common
      Stock
                                                    $0.001
      par value
                                                  
                                                  Eugene
      Malobrodsky (2)
                                                    260
      Santa Ana Court
                                                    Sunnyvale,
      CA 94085.
                                                  
                                                  CEO,
      Secretary
                                                    And
      Director
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  0.00
                                                  %Common
      Stock
                                                    $0.001
      par value
                                                  
                                                  David
      Gorodyansky (2)
                                                    260
      Santa Ana Court
                                                    Sunnyvale,
      CA 94085.
                                                  
                                                  President,
      COO, CFO and Director
                                                  
                                                  
                                                  -0-
                                                  3
                                                  
                                                  
                                                  0.00
                                                  %Common
      Stock
                                                    $0.001
      par value
                                                  
                                                  All
      officers and directors as a group (2 persons named above)
                                                  
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  0.00
                                                  %
 
 (1)
              Altitude
      Group, LLC is controlled by Michael Kreizman,
  M.D.
 (2)
              Messrs.
      Malobrodsky and Gorodyansky each hold 1,250,000 shares of the Company’s
      preferred stock which is convertible into an aggregate of 5,000,000 shares
      of the Company’s common stock.
  22
  Beneficial
Ownership is determined in accordance with Rule 13d-3 of the Securities and
Exchange Commission and generally includes voting or investment power with
respect to securities. Each of the beneficial owners listed above has direct
ownership of and sole voting power and investment power with respect to the
shares of our common stock.  For each Beneficial Owner above, any options
exercisable within 60 days have been included in the denominator.
  Based on
889,533 shares of our Common Stock outstanding as of March 1,
2010.
  Changes
in Control
  We do not
currently have any arrangements which if consummated may result in a change of
control of our Company.
 
 ITEM
      13.
              CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
      INDEPENDENCE
  Certain
Relationships and Transactions with Related Persons
 
 Eugene
Malobrodsky and David Gorodyansky, the sole officers and directors of the
Company, are Senior Vice President and President, respectively, of AnchorFree
Wireless, Inc., a related company.  For the years ended December 31,
2009 and 2008, AnchorFree Wireless, Inc. accounted for approximately 80% and 1%
of the Company’s sales, respectively.  Sophia Malobrodsky, a
shareholder of the company holding approximately 28.48% of the Company’s issued
and outstanding common stock is the mother of Eugene Malobrodsky, the Company’s
Chief Executive Officer.  Royce Diener, an owner of 4,000 shares of common
stock of the Company is the father of the Company’s counsel, Robert L. B.
Diener.
 
 As of
December 31, 2008, the Company owes approximately $12,073 to AnchorFree
Wireless, Inc., a company controlled by the principal shareholders and officers
of the Company.  These amounts represent short-term advances in the
ordinary course of business and fluctuate significantly.  This amount
will be used to offset future purchases by AnchorFree Wireless,
Inc.
 
 CERTAIN
TRANSACTIONS
 
 1. On
March 22, 2004, the Company issued 10,000 shares of common stock to each of the
Company’s founders, Eugene Malobrodsky and David Gorodyansky for a cash
consideration of $200.  At the time, the founders became the sole
shareholders of the Company.
 
 2. During
fiscal year 2004, Sophia Malobrodsky made a non-interest-bearing loan advance to
the Company, payable on demand, in the amount of $38,000.  On January 2,
2006. the Company agreed to exchange the outstanding balance of $38,000 for
253,333 shares of the Company’s common stock ($0.15 per share).  While
the Company was committed to issue these shares at January 2, 2006, these shares
were not physically issued until March 22, 2006 because the Company needed to
increase its authorized capital and engage a transfer agent in order to
facilitate the physical issuance of the shares.
 
 During
fiscal year 2005, Ilya Perlov made a non-interest-bearing loan advance to the
Company, payable on demand, in the amount of $3,000.  Mr. Perlov is an
employee of the Company.  On January 2, 2006. the Company agreed to
exchange the outstanding balance of $3,000 for 20,000 shares of the Company’s
common stock ($0.15 per share).  While the Company was committed to
issue these shares at January 2, 2006, these shares were not physically issued
until March 22, 2006 because the Company needed to increase its authorized
capital and engage a transfer agent in order to facilitate the physical issuance
of the shares.
  23
  On
January 2, 2006, Ms. Malobrodsky and Mr. Perlov made demand for repayment of
these obligations.  At the time, the Company did not have the funds
available for such repayment and the obligations were deemed to be in
default.  At that time, the Company had not completed its private
placement and there was no guarantee that it would be completed on a timely
basis, if at all.  As a result, Ms. Malobrodsky agreed to exchange the
outstanding balance of the outstanding loan advance ($38,000) owed by the
Company to her for 253,333 shares of common stock and Mr. Perlov agreed to
exchange the outstanding balance of the outstanding loan advance ($3,000) owed
by the Company to him for 20,000 shares of common stock, both at an exchange
rate of one share for each $0.15 of debt.  The $0.15 per share
conversion price was negotiated at that time on an arms-length basis between Ms.
Malobrodsky, Mr. Perlov and the Company which took into account a number of
factors, including but not limited to (a) the conversion of obligations which
had priority over common equity to a common equity position which is pari-passu
with all other equity holders; (b) the illiquidity of the Company at the time
(as of December 31, 2005, the Company only had $2,197 cash); (c) the Company
believed that the obligations to Ms. Malobrodsky and Mr. Perlov needed to be
eliminated in order to complete any private placement of common equity and (d)
the Company knew that the prospective investors in the private placement would
not permit any of the proceeds of such offering to be utilized for payments to
the noteholders.  While the Company was committed to issue these
shares at January 2, 2006, these shares were not physically issued until March
22, 2006 because the Company needed to increase its authorized capital and
engage a transfer agent in order to facilitate the physical issuance of the
shares.  The shares issued to Ms. Malobrodsky and Mr. Perlov were
valued at $.75 per share and the accounting treatment of the exchange was to
debit Notes Payable and credit Common Stock par value and Additional Paid-In
Capital.
 
 3. On
April 1, 2006, the company issued 500,000 shares of common stock to Altitude
Group, LLC pursuant to the terms of a Financial Services Agreement entered into
by the Company on said date. The term of the Agreement is for a period
commencing March 22, 2006 and ending on March 21, 2008 and may only be extended
upon the mutual written agreement of the Parties. In consideration for Altitude
providing the services set forth in the Agreement, the Company was obligated to
issue to Altitude 500,000 shares of the Company’s Common Stock of the
Company.  The Company has valued the services provided and to be
provided by Altitude as $375,000 which was recorded as an expense in the
Company’s quarter ended June 30, 2006. This valuation was determined in
accordance with FASB 123—Accounting for Stock-based Compensation.
 
 4. On
March 22, 2006, the Company exchanged 1,250,000 shares of its preferred stock
for the 10,000 shares of common stock held by each of the Company’s founders,
Eugene Malobrodsky and David Gorodyansky.  The 20,000 common shares
exchanged by the founders were originally purchased for $200
cash.
 
 Director
Independence
  The Board
of Directors is currently composed of 2 members, Mr. Malobrodsky and Mr.
Gorodyansky. None of our directors are “independent” directors, as that term is
defined under the Nasdaq listing standards.
  ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.
  AUDIT
FEES
 
 The
aggregate fees billed by our auditors, Paritz & Co., for professional
services rendered for the audit of our annual financial statements for fiscal
year ended December 31, 2009 and review our interim financial statements for the
first, second and third quarters of 2009 will be approximately $4,500. The
aggregate fees billed by our auditors for professional services rendered for the
audit of our annual financial statements for fiscal year ended December 31, 2008
were $7,380.
 
 AUDIT-RELATED
FEES
  During
the last two fiscal years, no fees were billed or incurred for assurance or
related services by our auditors that were reasonably related to the audit or
review of financial statements reported above.
 
 TAX
FEES
  There
were no tax preparation fees billed for the fiscal years ended December 31, 2009
or 2008.
  24
  ALL OTHER
FEES
 
 During
the last two fiscal years, no other fees were billed or incurred for services by
our auditors other than the fees noted above. Our board, acting as an audit
committee, deemed the fees charged to be compatible with maintenance of the
independence of our auditors.
 
 THE BOARD
OF DIRECTORS PRE-APPROVAL POLICIES
 
 We do not
have a separate audit committee. Our full board of directors performs the
functions of an audit committee. Before an independent auditor is engaged by us
to render audit or non-audit services, our board of directors pre-approves the
engagement. Board of directors pre-approval of audit and non-audit services will
not be required if the engagement for the services is entered into pursuant to
pre-approval policies and procedures established by our board of directors
regarding our engagement of the independent auditor, provided the policies and
procedures are detailed as to the particular service, our board of directors is
informed of each service provided, and such policies and procedures do not
include delegation of our board of directors' responsibilities under the
Exchange Act to our management. Our board of directors may delegate to one or
more designated members of our board of directors the authority to grant
pre-approvals, provided such approvals are presented to the board of directors
at a subsequent meeting. If our board of directors elects to establish
pre-approval policies and procedures regarding non-audit services, the board of
directors must be informed of each non-audit service provided by the independent
auditor. Board of directors pre-approval of non-audit services, other than
review and attest services, also will not be required if such services fall
within available exceptions established by the SEC. For the fiscal year ended
December 31, 2009, 100% of audit-related services, tax services and other
services performed by our independent auditors were pre-approved by our board of
directors.
  Our board
has considered whether the services described above under the caption "All Other
Fees", which are currently none, is compatible with maintaining the auditor's
independence.
 
 The board
approved all fees described above.
 
 PART
IV
 
 Item
15. Exhibits, Financial Statement Schedules
 
 The
following documents are filed as part of this 10-K:
 
 1.
 FINANCIAL STATEMENTS
 
 The
following documents are filed in Part II, Item 8 of this annual report
on Form 10-K:
 
 ·      Report
of Paritz & Co., Independent Registered Certified Public Accounting
Firm
 
 ·      Balance
Sheets as of December 31, 2009 and 2008
 
 ·      Statements
of Operations for the years ended December 31, 2009 and 2008
 
 ·      Statements
of Changes in Stockholders’ Equity for the years ended December 31, 2009
and 2008
 
 ·      Statements
of Cash Flows for the years ended December 31, 2009 and 2008
 
 ·      Notes
to Financial Statements
  25
  2.
 FINANCIAL STATEMENT SCHEDULES
 
 All
financial statement schedules have been omitted as they are not required, not
applicable, or the required information is otherwise included.
 
 3.
 EXHIBITS
 
 The
exhibits listed below are filed as part of or incorporated by reference in this
report.
 
 Exhibit
No.Identification
of Exhibit
 
 23.1.                        Consent
of Paritz & Co. regarding audited financial statements for the period ending
December 31, 2009
 
 31.1.                        Certification
of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
 
 31.2.                        Certification
of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
 
 32.1                        Certification
of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 32.2                        Certification
of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  26
  SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
 
 Intelligent Buying, Inc.(Registrant)By/s/ Eugene MalobrodskyEugene
      MalobrodskyChief
      Executive OfficerDateMarch
      30, 2010By/s/ Eugene MalobrodskyDavid
      GorodyanskyChief
      Financial Officer and Principal Accounting OfficerDateMarch
      30, 2010
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following person on behalf of the registrant and in the
capacity and on the date indicated.
 
 By/s/ Eugene MalobrodskyEugene
      MalobrodskyChief
      Executive Officer and DirectorDateMarch
      30, 2010By/s/ David GorodyanskyDavid
      GorodyanskyChief
      Financial Officer, Principal Accounting Officer and
    DirectorDateMarch
      30, 2010
  27