**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**





Washington,
      D.C. 20549








**Form
      10-QSB**


**For
      the quarterly period ended March 31, 2006**





(Mark
      one)





**x**
            **QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**


**o**
            **TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                EXCHANGE**
              **ACT EXCHANGE ACT OF 1934
                FOR THE
                TRANSITION PERIOD FROM ____ TO
                ____**





**COMMISSION
      FILE NUMBER: 333-133327**





**Intelligent
      Buying, Inc.**


(Exact
      name of Small Business Issuer in its Charter)








California
              -------------------------------
            
            20-09569471
              ---------------------------*(State
                or other jurisdiction of*
              *incorporation
                or organization)*
            
            *(I.R.S.
                Employer Identification
                No.)*





260
      Santa
      Ana Court


Sunnyvale,
      CA 94085


*(Address
      of principal executive offices)*








(408)
      744-1001


*(Issuer's
      telephone number)*





Check
      whether the registrant (1) filed all reports required to be filed by Section
      13
      or 15(d) of the Exchange Act during the past 12 months (or for such shorter
      period that the registrant was required to file such reports), and (2) has
      been
      subject to such filing requirements for the past 90 days. Yes x No o





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 May
      8,
      2006.








Transitional
      Small Business Disclosure Format (check one): Yes o No x











Table
      of
      Contents





**PART
                  1. FINANCIAL INFORMATION**
              **Pages**Item
                  1 Financial Statements
              2-7Item
                  2 Management's Discussion and Analysis or Plan Of
                  Operations
              7Item
                  3 Controls and Procedures
              12**PART
                  II. OTHER INFORMATION**
              12Item
                  2 Changes in Securities and Small Business Issuer Purchases
                  of Equity Securities
              12Item
                  5 Other Information
              13Item
                  6 Exhibits
              13**Signature**
              13





**Exhibits**





31.1
            Certification
                of the Principal Executive Officer Pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002





31.2
            Certification
                of Principal Financial Officer Pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002





32.1
            Statement
                furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
                18
                U.S.C. Section 1350














**SPECIAL
      NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS**




This
      section and other parts of this Form 10-QSB contain forward-looking statements
      that are, by their nature, subject to risks and uncertainties. These
      forward-looking statements include, without limitation, statements relating
      to
      our company’s operations, economic performance, financial condition, growth and
      acquisition strategies, investments, and operating plans. Any such statements
      that are not statements of historical fact may be deemed to be forward-looking
      statements. Without limiting the generality of the foregoing, words such as
      “believe”, “expect”, “intend”, “anticipate”, “may”, “should”, “expects”,
“plans”, “anticipates”, “estimates”, “predicts”, “potential”, “continue”,
“projects” or the negative or other variations or comparable terminology or
      derivatives thereof denote forward-looking statements. These statements are
      only
      predictions and by their nature involve substantial risks and uncertainties,
      many of which are beyond our control. Thus, actual results may differ materially
      from those expressed in or implied by such forward-looking statements. Factors
      that could cause actual results to differ materially include, but are not
      limited to, those discussed in Item. 3 of the Company’s Form SB-2 Registration
      Statement filed on April 17, 2006, Summary Information and Risk Factors, under
      the heading “Risk Factors.”  Although we believe that the expectations
      reflected in the forward-looking statements are reasonable, we cannot guarantee
      future results, levels of activity, performance or achievements. We are under
      no
      obligation to publicly update any of the forward-looking statements to reflect
      events or circumstances after the date hereof or to reflect the occurrence
      of
      unanticipated events.











-1-


PART
      I.
      FINANCIAL INFORMATION





Item
      1.
      Financial Statements








INTELLIGENT
      BUYING, INC.


BALANCE
      SHEET





(Unaudited)





March
      31,
      2006





ASSETS





Current
                assets:Cash
                and cash equivalents
            
            $
            72,513Accounts
                receivable
            
            
            5,745Inventories
            
            
            2,666Total
                current assets
            
            
            80,924Property
                and equipment, net
            
            
            7,004Security
                deposits
            
            
            10,885Total
                Assets
            
            $
            98,813LIABILITIES
                AND STOCKHOLDERS' EQUITYCurrent
                liabilities:Accounts
                payable and accrued expenses
            
            $
            36,555Due
                to related party
            
            
            9,285Taxes
                payable
            
            
            1,886Total
                current liabilities
            
            
            47,726Stockholders'
                Equity:Preferred
                stock, $.001 par value, 25,000,000shares
                authorized; 2,500,000 shares issuedand
                outstanding
            
            
            2,500Common
                stock, $.001 par value, 50,000,000 sharesauthorized;
                889,533 shares issued and outstanding
            
            
            890Additional
                paid-in-capital
            
            
            126,122Accumulated
                deficit
            
            
            (78,425
            )Total
                stockholders' equity
            
            
            51,087Total
                Liabilities and Stockholders’ Equity
            
            $
            98,813




See
      notes to financial statements


-2-











INTELLIGENT
      BUYING, INC.


STATEMENTS
      OF OPERATIONS





(Unaudited)


Three
                  months endedMarch
                  31,2006
              
              2005Revenues:Net
                  sales
              
              $
              53,039
              
              $
              106,372Other
                  income
              
              
              275
              
              
              164Total
                  Revenues
              
              
              53,314
              
              
              106,236Costs
                  and expenses:Cost
                  of sales
              
              
              28,129
              
              
              72,325Selling,
                  general and administrative
              
              
              32,872
              
              
              48,330Total
                  operating expenses
              
              
              61,001
              
              
              120,655Loss
                  before other (income) expenses
              
              
              (7,687
              )
              
              (14,419
              )Other
                  ExpensesInterest
                  Expense
              
              
              1,771
              
              
              45Taxes
              
              
              800
              
              
              2,182Total
                Other Expenses
              
              
              2,571
              
              
              2,227Net
                  Loss
              
              
              (10,258
              )
              
              (16,346
              )Net
                  loss per share-basic:
              
              $
              (0.106
              )
              $
              (0.817
              )Weighted
                  average common sharesOutstanding-basic
              
              
              96,624
              
              
              20,000Net
                  loss per share-diluted:
              
              $
              (0.107
              )
              $
              (0.817
              )Weighted
                  average common sharesOutstanding-diluted
              
              
              596,624
              
              
              20,000






See
      notes
      to financial statements


-3-








INTELLIGENT
      BUYING, INC.


STATEMENTS
      OF CASH FLOWS





(Unaudited)


Three
                  months endedMarch
                  31,2006
              
              2005Cash
                  flows from operating activities:Net
                  loss
              
              $
              (10,258
              )
              $
              (16,346
              )Adjustments
                  to reconcile net loss tonet
                  cash used in operating activities:Depreciation
                  and amortizationConversion
                  of note payable to common stock
              
              
              41,000Exchange
                  of common stock for preferred
              
              
              2,500Changes
                  in operating assets and liabilities:Accounts
                  receivable
              
              
              (11,754
              )
              
              38,128Inventory
              
              
              (810
              )
              
              (52,849
              )Prepaid
                  expenses and sundry current assetsAccounts
                  payable and accrued expenses
              
              
              4,754
              
              
              33,525Taxes
                  payable
              
              
              (339
              )
              
              (1,499
              )Net
                  cash used by operating activities
              
              
              25,093
              
              
              959Cash
                  Flows from investment activities
              
              
              --
              
              
              --Net
                  cash provided by investment activities
              
              
              --
              
              
              --Cash
                  flows from financing activities:Advances
                  (repayments) from related party
              
              
              --
              
              
              (7,499
              )Proceeds
                  from sale of common stock
              
              
              43,650
              
              
              --Net
                  cash provided by financing activities
              
              
              43,650
              
              
              (7,499
              )Net
                  increase (decrease) incash
                  and cash equivalents
              
              
              68,743
              
              
              (6,540
              )Cash
                  and cash equivalents at beginning of period
              
              
              3,770
              
              
              6,540Cash
                  and cash equivalents at end of period
              
              $
              72,513
              
              $
              0Supplemental
                  cash flow information:Cash
                  paid during the period for:Interest
              
              $
              1,770
              
              $
              45Income
                  taxes
              
              $
              800
              
              $
              2,181





See
      notes
      to financial statements.







-4-











INTELLIGENT
      BUYING, INC.





NOTES
      TO
      UNAUDITED FINANCIAL STATEMENTS








**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 24, 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.





***Comprehensive
      income***





Statement
      of Financial Accounting Standards No. 120, *Reporting
      Comprehensive Income* ,
      establishes requirements for disclosure of comprehensive income (loss). During
      the periods ended March 31, 2006 and 2005 the Company did not have any
      components of comprehensive income (loss) to report.





***Net
      loss per share***





SFAS
      No.
      129, *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.





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.  The fully diluted loss
      per share includes the impact of the potential conversion of all of the
      Company’s preferred stock to common shares.








-5-


***Stock-based
      compensation***





SFAS
      No.
      123, Accounting for Stock-Based Compensation, defines a fair-value-based method
      of accounting for stock-based employee compensation plans and transactions
      in
      which an entity issues its equity instruments to acquire goods or services
      from
      non-employees, and encourages, but does not require, companies to record
      compensation cost for stock-based employee compensation plans at fair value.
       The Company, at times, issues shares of common stock in payment for
      services rendered to the Company.  The estimated fair value of the shares
      issued approximates the value of the services provided.





The
      Company accounts for employee stock-based compensation using the intrinsic
      value
      method prescribed in Accounting Principles Board Opinion No. 25, *Accounting
      for Stock Issued to Employees* (“APB
      No. 25”) and related interpretations.  Accordingly, compensation cost for
      stock options is measured as the excess, if any, of the quoted market price
      of
      the Company’s common stock at the date of the grant over the amount an employee
      must pay to acquire the stock.





During
      the periods ended March 31, 2006 and 2005, there were no stock options granted
      or outstanding.





***Recently
      issued accounting pronouncements***





In
      December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
      123R, Share-Based Payment, which addresses the accounting for share-based
      payment transactions.  SFAS No. 123R eliminates the ability to account for
      share-based compensation transactions using APB No. 25, and generally requires
      instead, that such transactions be accounted and recognized in the statement
      of
      operations, based on their fair value.  SFAS No. 123R will be 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.  The Company
      has no outstanding stock options at March 31, 2006.  Therefore, the initial
      adoption of this standard is not expected to have an impact on the Company’s
      financial position and results of operations.





***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.**  **NOTES
      PAYABLE - OTHERS**





At
      December 31, 2005, the aggregate amount outstanding on account of Notes
      Payable-Others was $41,000. On March 22, 2006, $38,000 face amount of said
      notes
      (including all interest accrued thereon) was exchanged for 253,333 of the
      Company’s common shares and the remaining $3,000 face value (including all
      interest accrued thereon) was exchanged for 20,000 of the Company’s common
      shares.








-6-




**3.**  **STOCKHOLDERS’
      DEFICIENCY**





***Preferred
      stock***





At
      March
      31, 2006, the Company had 2,500,000 shares of its preferred stock issued and
      outstanding. These shares were issued on March 22, 2006 in exchange for the
      20,000 shares of the Company’s common stock which were held by the Company’s
      founders. The Company had previously indicated in its SB-2 Registration
      Statement that it had issued 500,000 shares of its preferred stock to Lionheart
      Associates, LLC in consideration for certain financial advisory services. In
      fact, the Financial Services Agreement between the parties was never consummated
      and these shares have been cancelled. Each holder of preferred stock shall
      have
      two votes for each share of preferred stock, a liquidation preference and the
      shares of preferred stock are convertible at the option of the holder into
      two
      shares of the Company’s common stock at any time after issuance.





***Common
      stock***





At
      March
      31, 2006, 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
      March 22, 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. Also, on March 22, 2006, the founders of the Company exchanged
      20,000 common shares held by them for an aggregate of 2,500,000 of the Company’s
      preferred 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.







**Item
      2. Management's Discussion and Analysis Or Plan Of
      Operation**





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’s products range from laptop computers to million-dollar servers.
 In this respect, the Company provides a valuable service to both the
      financial stakeholders of the selling businesses and the purchasers.





The
      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.




-7-











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,
      2006.





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





·
            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















-8-


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.   Recently, we have enlarged the scope of such activities to
      the U.S. east coast
      and
      we plan to open an office in New York in the reasonably foreseeable future.
       Thereafter, and assuming that domestic operations are meeting our business
      plans, we intend 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 public company and by doing
      so,
      has incurred and will continue to incur additional significant expenses for
      both
      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, prior to our choosing to become a public
      company averaged $20,016.  Since we have undertaken the process of audits
      and the filing of a registration statement, our average monthly expenses have
      increased to approximately $23,944 per month. Moving forward, and dependent
      upon
      the execution of our business plan, we anticipate that our monthly expenses
      can
      increase to $69,000-$85,000 per month within the next twelve
      months.





d.  Officers’
      Compensation and Loans





Neither
      Mr. Malobrodsky nor Mr. Gorodyansky has not 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.





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 March 22,
      2006, the outstanding balance of $38,000 was exchanged for 253,333 shares of
      the
      Company’s common stock ($0.15 per share).





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 March 22, 2006,
      the outstanding balance of $3,000 was exchanged for 20,000 shares of the
      Company’s common stock ($0.15 per share).





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, 2006.  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
      March 31, 2006 we had $72,513.08 in cash and cash equivalents and $5,745.00
      in
      accounts receivable and a net working capital of $33,197.69.







-9-


We
      anticipate 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, 2006. 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.





Seasonality





Our
      business, revenues and operating results are not generally affected by any
      seasonality.







Inflation





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





Recent
      Accounting Pronouncements





No
      new
      pronouncement issued by the Financial Accounting Standards Board, the American
      Institute of Certified Public Accountants or the Securities and Exchange
      Commission is expected to have a material impact on the Company's financial
      position or reported results of operations.








Impact
      of
      Certain Trends and Events





The
      Company’s business is subject to various trends in the information technology
      industry and general conditions in the world economy.  No individual trend
      or event would be expected to have a material impact on the Company’s
      operations, although a number of factors occurring simultaneously could, in
      the
      aggregate materially affect the Company’s ability to achieve its business plan.
      Among these trends would be a material compression in the pricing of new
      information technology equipment or a serious oversupply of such equipment
      on
      the worldwide market.  Significant changes in technology could render
      certain parts of the Company’s unsold inventory obsolete.  Finally, the
      Company’s inability to access capital could seriously inhibit its ability to
      compete in the market.







-10-


The
      Company owns no real estate and has three full-time employees.




**Results
      of Operations for the Three Months ended March 31, 2006 compared to the Three
      Months Ended March 31, 2005**





The
      Company had revenues from sales in the period ended March 31, 2006 of $53,038.77
      compared to $106,372.24 for the three month ended March 31, 2005, a decrease
      of
      $53,333,47 or 50.1%. The decline in sales was primarily attributable to the
      Company’s lack of working capital to acquire new inventory. Selling, general and
      administrative expenses decreased 32% from $48,330.64 for the three months
      ended
      March 31, 2005 to $32,872.19 for the three-month period ended March 31, 2006.
      This decrease was primarily due to the sharing of certain expenses with a
      related company and a reduction in staff (including the elimination of
      approximately $23,000 in salary expense. The Company recorded a loss of $10,258
      or $0.106 per share for the period ended March 31, 2006 compared to a loss
      of
      $16,346.48 or $0.81 per share for the period ended March 31, 2005. The reduction
      in loss was primarily attributable to the aforesaid reduction in selling,
      general and administrative expenses.




It
      is
      imperative that the Company raise sufficient capital to satisfy its cash
      requirements for the current fiscal year and beyond. There is no guarantee
      that
      the Company will be able to raise such funds or that any loans or other
      investments or advances will be available from its principal shareholders to
      satisfy all of its financial requirements. No principal or shareholder has
      made
      any commitment to continue to provide such financing. There can be no assurance
      that the Company will be able to raise any additional financing, or that
      financing opportunities, if any, which it may encounter will be on terms
      favorable to the Company. A failure to raise required funding could result
      in
      severe consequences to the Company, including among others:






1.
            failure
                to make timely filings with the SEC as required by the Exchange Act,
                which
                may result in suspension of trading or quotation in our stock and
                could
                result in fines and penalties to us under the Exchange Act,
                or






2.
            curtailing
                or eliminating our ability to operate or grow the Company’s primary
                business.




**Off-Balance
      Sheet Arrangements.**





The
      Company does not have any off-balance sheet arrangements that have or are
      reasonably likely to have a current or future effect on its financial condition,
      changes in its financial condition, revenues or expenses, results of operations,
      liquidity, capital expenditures or capital resources that is material to
      investors.





**Critical
      Accounting Policies**





The
      Company prepared the consolidated financial statements in accordance with
      accounting principles generally accepted in the United States of America. The
      preparation of these financial statements requires the use of estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      the
      disclosure of contingent assets and liabilities at the date of the financial
      statements and the reported amount of revenues and expenses during the reporting
      period. Management periodically evaluates the estimates and judgments made.
      Management bases its estimates and judgments on historical experience and on
      various factors that are believed to be reasonable under the circumstances.
      Actual results may differ from these estimates as a result of different
      assumptions or conditions.





-11-


**Item
      3. Controls and Procedures**





**Evaluation
      of Disclosure Controls and Procedures**





Our
      management (consisting solely of our President) conducted an evaluation of
      our
      "disclosure controls and procedures" (as defined in the General Rules and
      Regulations under the Securities Exchange Act of 1934 at Rules 13a-15 and
      15d-15) within the 90-day period prior to the filing of this Form 10-QSB.
      Disclosure controls and procedures that are designed with the objective of
      ensuring that information required to be disclosed in our reports filed under
      the Securities Exchange Act of 1934, such as this Form 10-QSB, is recorded,
      processed, summarized


and
      reported within the time period specified by the Securities and Exchange
      Commission’s guidelines. Based on management's evaluation, it was concluded that
      as of March 31, 2006 and as of the date that the evaluation of our disclosure
      controls and procedures was completed, our disclosure controls and procedures
      are effective to ensure that all material information required to be filed
      in
      this Quarterly Report on Form 10-QSB has been made known to him in a timely
      fashion.





There
      have been no changes (including corrective actions with regard to significant
      deficiencies or material weaknesses) in our internal control over financial
      reporting identified in connection with the evaluation performed that occurred
      during the fiscal quarter covered by this report that has materially affected,
      or is reasonably likely to materially affect, our internal control over
      financial reporting.




**PART
      II. OTHER INFORMATION**





**Item
      2.**  **Changes in Securities and Small Business Issuer Purchases of Equity
      Securities.**





During
      the three-month period ended March 31, 2006, the Company sold the following
      securities which were not registered under the Securities Act:





a)  On
      March
      31, 2006, the Company completed a limited offering of common shares pursuant
      to
      the exemption from registration detailed in Rule 506 promulgated under the
      Securities Act of 1933. Pursuant to this offering, the Company sold an aggregate
      of 116,200 shares of common stock to 35 purchasers at $0.75 per share which
      netted the Company proceeds of $87,150. The shares were not publicly offered
      and
      there was no underwriter. The Company did not pay any commissions nor were
      there
      any underwriting discounts. The securities were offered to those parties listed
      in Item 7— *Selling
      Security Holders* of the
      Company’s Form SB-2 Registration Statement filed with the Securities and
      Exchange Commission on April 17, 2006.





b)  On
      March
      22, 2006, $38,000 face amount of outstanding Notes Payable to Sophia Malobrodsky
      was exchanged for 253,333 of the Company’s common shares and 3,000 face value of
      outstanding Notes Payable to Ilya Perlov was exchanged for 20,000 of the
      Company’s common shares. The shares were issued pursuant to Section 4(2) of the
      Securities Act of 1933. The shares were not publicly offered and there was
      no
      underwriter. The Company did not pay any commissions nor were there any
      underwriting discounts.





c)  On
      March
      22, 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. A copy of the Financial Services Agreement is attached
      to
      the Company’s Form SB-2 Registration Statement filed with the Securities and
      Exchange Commission on April 17, 2006 as Exhibit 10.1. The shares were issued
      pursuant to Section 4(2) of the Securities Act of 1933. The shares were not
      publicly offered and there was no underwriter. The Company did not pay any
      commissions nor were there any underwriting discounts.







-12-





d)  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 shares were issued pursuant to Section
      4(2) of the Securities Act of 1933. The shares were not publicly offered and
      there was no underwriter. The Company did not pay any commissions nor were
      there
      any underwriting discounts.





**Item
      5. Other Information:**





The
      Company had previously indicated in its SB-2 Registration Statement that it
      had
      issued 500,000 shares of its preferred stock to Lionheart Associates, LLC in
      consideration for certain financial advisory services. In fact, the Financial
      Services Agreement between the parties was never consummated and these shares
      have been cancelled.




**ITEM
      6.  EXHIBITS**




31.1*
            Certification
                of the Principal Executive Officer Pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002





31.2*
            Certification
                of Chief Executive Officer and Principal Financial
                Officer Pursuant to Section 302 of theSarbanes-Oxley
                Act of 2002





32.1*
            Statement
                furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
                18
                U.S.C. Section 1350.




*Filed
      herein










**SIGNATURE**








Pursuant
      to the requirements of the Securities and Exchange Act of 1934, the Registrant
      has duly caused this report to be signed on its behalf by the undersigned
      thereunto duly authorized.








Dated:
      May 16, 2006


Sunnyvale,
      California







INTELLIGENT
      BUYING, INC.


(Registrant)





/s/
      Eugene Malobrodsky


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


Eugene
      Malobrodsky, Director (Principal Executive Officer)













-13-