UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-Q





QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
ACT OF 1934





For the
Quarter ended September 30, 2009





Commission
File Number: 333-133327




INTELLIGENT BUYING,
INC.


______________________________________________________


(Exact
name of registrant as specified in its charter)




California
                  
                  20-0956471(State
      of organization)
                  
                  (I.R.S.
      Employer Identification
No.)





260
Santa Ana Court


Sunnyvale,
CA 94085


___________________________________


(Address
of principal executive offices)





(408)
505-2394


_________________________________________________


Registrant’s
telephone number, including area code





n/a


Former
address if changed since last report





Check  whether
the issuer (1) filed all reports  required to be filed by Section 13
or 15(d) of
the  Exchange  Act  during  the past
12  months  and (2) has been subject to such filing
requirements for the past 90 days. Yes x





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every interactive
Data  File  required to be submitted and posted pursuant to
Rule 405 of Regulation  S-T  during  the preceding
12 months
(or  for  such  shorter  period  that  the  registrant  was
required to submit and post such files).   ̈ Yes  No  ̈





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




Large
      Accelerated Filer  ̈
            
            Accelerated
      Filer  ̈
            
            Non-Accelerated
      Filer  ̈
              (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
 ̈      No
x





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




Common
Stock $.001 par value





There are
889,533 shares of common stock outstanding as of November 10,
2009.







TABLE
OF CONTENTS


_________________




PART
      I - FINANCIAL INFORMATIONITEM
      1.
              INTERIM
      FINANCIAL STATEMENTS
              3ITEM
      2.
              MANAGEMENT'S
      DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION
              15ITEM
      3
              QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
              16ITEM
      4A(T).
              CONTROLS
      AND PROCEDURES
              16PART
      II - OTHER INFORMATIONITEM
      1.
              LEGAL
      PROCEEDINGS
              18ITEM
      1(A)
              RISK
      FACTORS
              18ITEM
      2.
              UNREGISTERED
      SALES OF EQUITY SECURITIES
              18ITEM
      3.
              DEFAULTS
      UPON SENIOR SECURITIES
              18ITEM
      4.
              SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
              18ITEM
      5.
              OTHER
      INFORMATION
              18ITEM
      6.
              EXHIBITS
              18SIGNATURES
              19




2


PART
I – FINANCIAL INFORMATION





ITEM  1.      INTERIM
FINANCIAL STATEMENTS


3


INTELLIGENT
BUYING, INC.





BALANCE
SHEET




September 30,
                                    2009
                                    (Unaudited)
                                  
                                  
                                  December
      31,
                                    2008
                                    (Audited)CURRENT
      ASSETSCash
                                  
                                  $
                                  763
                                  
                                  
                                  $
                                  1,902Accounts
      receivableInventories
                                  
                                  
                                  174TOTAL
      CURRENT ASSETS
                                  
                                  
                                  937
                                  
                                  
                                  
                                  1,902Property
      and equipment, net
                                  
                                  
                                  
                                  
                                  
                                  
                                  14TOTAL
      ASSETS
                                  
                                  $
                                  937
                                  
                                  
                                  $
                                  1,916LIABILITIES
      AND STOCKHOLDERS’ DEFICIENCYAccounts
      payable and accrued expenses
                                  
                                  $
                                  11,425
                                  
                                  
                                  $
                                  7,792Due
      to related party
                                  
                                  
                                  6,738
                                  
                                  
                                  
                                  4,610Taxes
      payable
                                  
                                  
                                  1,615TOTAL
      CURRENT LIABILITIES
                                  
                                  
                                  19,778
                                  
                                  
                                  
                                  12,402STOCKHOLDERS’
      EQUITY (DEFICIENCY):Preferred
      stock (Note 5), $.001 par value,Authorized
      – 25,000,000 sharesIssued
      and outstanding – 2,500,000 shares
                                  
                                  
                                  2,500
                                  
                                  
                                  
                                  2,500Common
      stock, $.001 par value,Authorized
      – 50,000,000 sharesIssued
      and outstanding – 889,533 shares
                                  
                                  
                                  889
                                  
                                  
                                  
                                  889Additional
      paid-in capital
                                  
                                  
                                  666,461
                                  
                                  
                                  
                                  666,461Accumulated
      deficit
                                  
                                  
                                  (688,691
                                  )
                                  
                                  
                                  (680,336
                                  )TOTAL
      STOCKHOLDERS’ (DEFICIENCY)
                                  
                                  
                                  (18,841
                                  )
                                  
                                  
                                  (10,486
                                  )TOTAL
      LIABILITIES AND STOCKHOLDERS’ (DEFICIENCY)
                                  
                                  $
                                  937
                                  
                                  
                                  $
                                  1,916





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




4


INTELLIGENT
BUYING, INC.





STATEMENTS
OF OPERATIONS AND ACCUMULATED DEFICIT




NINE MONTHS ENDED SEPTEMBER 302009
                          (Unaudited)
                        
                        
                        2008
                          (Unaudited)SALES:Related
      Party
                        
                        $
                        13,740
                        
                        
                        $
                        5,645Other
                        
                        
                        5,355
                        
                        
                        
                        512,481TOTAL
      SALES
                        
                        $
                        19,095
                        
                        
                        $
                        518,126COSTS
      AND EXPENSES:Cost
      of sales
                        
                        
                        9,865
                        
                        
                        
                        444,409Selling,
      general and administrative
                        
                        
                        17,585
                        
                        
                        
                        52,323TOTAL
      COSTS AND EXPENSES
                        
                        
                        27,450
                        
                        
                        
                        496,732INCOME
      (LOSS) BEFORE TAXES
                        
                        
                        (8,355
                        )
                        
                        
                        21,394INCOME
      TAXES
                        
                        
                        -
                        
                        
                        
                        800NET
      INCOME (LOSS)
                        
                        
                        (8,355
                        )
                        
                        
                        20,593ACCUMULATED
      DEFICIT- BEGINNING OF PERIOD
                        
                        
                        (680,336
                        )
                        
                        
                        (695,449
                        )ACCUMULATED
      DEFICIT- END OF PERIOD
                        
                        $
                        (688,691
                        )
                        
                        $
                        (674,855
                        )BASIC
      AND DILUTED NET INCOME (LOSS) PERCOMMON
      SHARE
                        
                        $
                        (0.01
                        )
                        
                        $
                        0.02WEIGHTED
      AVERAGE NUMBER OFSHARES
      OUTSTANDING
                        
                        
                        889,533
                        
                        
                        
                        889,533





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




5


INTELLIGENT
BUYING, INC.





STATEMENTS
OF OPERATIONS AND ACCUMULATED DEFICIT




THREE MONTHS ENDED SEPTEMBER 302009
                        (Unaudited)
                      
                      
                      2008
                        (Unaudited)SALES:Related
      Party
                      
                      $
                      11,305
                      
                      
                      $
                      1,925Other
                      
                      
                      4,851
                      
                      
                      
                      1,050TOTAL
      SALES
                      
                      $
                      16,156
                      
                      
                      $
                      2,975COSTS
      AND EXPENSES:Cost
      of sales
                      
                      
                      8,171
                      
                      
                      
                      2,367Selling,
      general and administrative
                      
                      
                      4,975
                      
                      
                      
                      5,264TOTAL
      COSTS AND EXPENSES
                      
                      
                      13,146
                      
                      
                      
                      7,631INCOME
      (LOSS) BEFORE TAXES
                      
                      
                      3,010
                      
                      
                      
                      (4,656
                      )NET
      INCOME (LOSS)
                      
                      
                      3,010
                      
                      
                      
                      (4,656
                      )ACCUMULATED
      DEFICIT- BEGINNING OF PERIOD
                      
                      
                      (691,701
                      )
                      
                      
                      (670,199
                      )ACCUMULATED
      DEFICIT- END OF PERIOD
                      
                      $
                      (688,691
                      )
                      
                      $
                      (674,855
                      )BASIC
      AND DILUTED NET INCOME (LOSS) PERCOMMON
      SHARE
                      
                      $
                      0.00
                      
                      
                      $
                      (0.01
                      )WEIGHTED
      AVERAGE NUMBER OFSHARES
      OUTSTANDING
                      
                      
                      889,533
                      
                      
                      
                      889,533





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




6


INTELLIGENT
BUYING, INC.





STATEMENTS
OF CASH FLOWS




NINE MONTHS ENDED SEPTEMBER
      302009
                      
                      
                      2008OPERATING
      ACTIVITIES:Net
      income (loss)
                      
                      $
                      (8,355
                      )
                      
                      $
                      20,594Adjustments to reconcile net
      income (loss) tonetcash provided by (used in) operating activities:Depreciation
      and amortization
                      
                      
                      14
                      
                      
                      
                      455Changes
      in operating assets and liabilities:Accounts
      receivable
                      
                      
                      
                      
                      
                      
                      2,576Inventory
                      
                      
                      (174
                      )
                      
                      
                      968Accounts
      payable and accrued expenses
                      
                      
                      4,433
                      
                      
                      
                      (18,699
                      )Taxes
      payable
                      
                      
                      815
                      
                      
                      
                      (279
                      )NET
      CASH PROVIDED BY (USED) IN OPERATING ACTIVITIES
                      
                      
                      (3,267
                      )
                      
                      
                      5,614FINANCING
      ACTIVITIES:Issuance
      of preferred stock
                      
                      
                      2,128
                      
                      
                      
                      (790
                      )NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                      
                      
                      2,128
                      
                      
                      
                      (790
                      )DECREASE
      IN CASH
                      
                      
                      (1,139
                      )
                      
                      
                      4,823CASH
      AND CASH EQUIVALENTS – BEGINNING OF PERIOD
                      
                      
                      1,902
                      
                      
                      
                      2,748CASH
      AND CASH EQUIVALENTS – END OF PERIOD
                      
                      $
                      763
                      
                      
                      $
                      7,571





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




7


INTELLIGENT
BUYING, INC.





NOTES
TO FINANCIAL STATEMENTS





SEPTEMBER
30, 2009


(UNAUDITED)





1.
            SIGNIFICANT
      ACCOUNTING POLICIES





Basis of
Presentation





The
accompanying financial statements have been prepared on substantially the same
basis as the audited financial statements included in the Intelligent Buying
Inc. Annual Report on Form 10-K for the year ended December 31, 2008.
Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with accounting principles generally
accepted in the United States have been condensed or omitted pursuant to the
Securities and Exchange Commission (SEC) rules and regulations regarding
interim financial statements. All amounts included herein related to the
condensed financial statements as of September 30, 2009 and the nine months
ended September 30, 2009 and 2008 are unaudited and should be read in
conjunction with the audited financial statements and the notes thereto included
in the Company’s Annual Report on Form 10-K for the year ended December 31,
2008.





In
the opinion of management, the accompanying financial statements include all
necessary adjustments for the fair presentation of the Company’s financial
position, results of operations and cash flows. The results of operations for
the interim periods presented are not necessarily indicative of the operating
results to be expected for any subsequent interim period or for the full fiscal
year ending December 31, 2009.





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 collectibility 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.




8


INTELLIGENT
BUYING, INC.





NOTES
TO FINANCIAL STATEMENTS





SEPTEMBER
30, 2009


(UNAUDITED)




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 2008 and 2007 the Company
did not have any components of comprehensive income (loss) to
report.





Net
loss per share





SFAS No.
128, 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.





Stock-based
compensation





The
Company has adopted SFAS 123 (R)  "Share-Based Payment", which addresses
the accounting for share-based payment transactions. SFAS No. 123(R) eliminates
the ability to account for share-based compensation transactions using APB 25,
and generally requires instead that such transactions be accounted and
recognized in the statement of operations based on their fair value. SFAS No.
123(R)  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, 2008 and 2007, there were no stock options granted
or outstanding.




9


INTELLIGENT
BUYING, INC.





NOTES
TO FINANCIAL STATEMENTS





SEPTEMBER
30, 2009


(UNAUDITED)




Recently
issued accounting pronouncements




FASB
Accounting Standards Codification




(Accounting
Standards Update (“ASU”) 2009-01)




In
June 2009, FASB approved the FASB Accounting Standards Codification (“the
Codification”) as the single source of authoritative nongovernmental GAAP. All
existing accounting standard documents, such as FASB, American Institute of
Certified Public Accountants, Emerging Issues Task Force and other related
literature, excluding guidance from the SEC, have been superseded by the
Codification. All other non-grandfathered, non-SEC accounting literature not
included in the Codification has become nonauthoritative. The Codification did
not change GAAP, but instead introduced a new structure that combines all
authoritative standards into a comprehensive, topically organized online
database. The Codification is effective for interim or annual periods ending
after September 15, 2009, and impacts the Company’s financial statements as
all future references to authoritative accounting literature will be referenced
in accordance with the Codification. There have been no changes to the content
of the Company’s financial statements or disclosures as a result of implementing
the Codification during the quarter ended October 6, 2009.




As a
result of the Company’s implementation of the Codification during the quarter
ended October 6, 2009, previous references to new accounting standards and
literature are no longer applicable. In the current quarter financial
statements, the Company will provide reference to both new and old guidance to
assist in understanding the impacts of recently adopted accounting literature,
particularly for guidance adopted since the beginning of the current fiscal year
but prior to the Codification.




Subsequent
Events




(Included
in ASC 855 “Subsequent Events”, previously SFAS No. 165 “Subsequent
Events”)




ASC 855
established general standards of accounting for and disclosure of events that
occur after the balance sheet date, but before the financial statements are
issued or available to be issued (“subsequent events”). An entity is required to
disclose the date through which subsequent events have been evaluated and the
basis for that date. For public entities, this is the date the financial
statements are issued. ASC 855 does not apply to subsequent events or
transactions that are within the scope of other GAAP and did not result in
significant changes in the subsequent events reported by the Company. ASC 855
became effective for interim or annual periods ending after June 15, 2009
and did not impact the Company’s consolidated financial statements. The Company
evaluated for subsequent events through November 12, 2009, the issuance
date of the Company’s financial statements.




Inventories





Inventories,
consisting of computer and networking equipment, are valued at the lower of cost
(first-in, first-out basis) or market (replacement cost).




10


INTELLIGENT
BUYING, INC.
 
 NOTES
TO FINANCIAL STATEMENTS
 
 SEPTEMBER
30, 2009
 (UNAUDITED)


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:




SEPTEMBER 302009
                    
                    
                    2008Computer
      equipment
                    
                    $
                    2,284
                    
                    
                    $
                    2,284Less
      accumulated depreciation
                    
                    
                    2,284
                    
                    
                    
                    2,153$
                    -
                    
                    
                    $
                    132




11


INTELLIGENT
BUYING, INC.





NOTES
TO FINANCIAL STATEMENTS





SEPTEMBER
30, 2009


(UNAUDITED)




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, 2008 due to
the use of available net operating loss carryforwards. For the year ended
December 31, 2007, the Company incurred a net loss and no tax provision was
required.





Net
operating loss carryforwards of approximately $660,000 at December 31, 2008 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 $225,000 at December 31, 2008.  A valuation
allowance in the same amount has been provided to reduce the deferred tax asset,
as realization of the asset is not assured.





4.
            STOCKHOLDERS’
      EQUITY (DEFICIENCY)





Preferred
stock





At
December 31, 2008, 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.





·
                Convertible
      at the option of the holder into two shares of common stock at any time
      following the effective date of the first registration statement filed by
      the Company with the U.S. Securities and Exchange Commission.  All
      unconverted shares of preferred stock shall automatically convert into two
      shares of common stock on the earlier to occur of April 1, 2008 or any
      change in control (as in the Certificate of
  Determination).





·
                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.




12


INTELLIGENT
BUYING, INC.





NOTES
TO FINANCIAL STATEMENTS





SEPTEMBER
30, 2009


(UNAUDITED)




NOTE
5. STOCKHOLDERS’ EQUITY (DEFICIENCY) CON’T





·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.





Common
stock





At
September 30, 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.


13


INTELLIGENT
BUYING, INC.





NOTES
TO FINANCIAL STATEMENTS





SEPTEMBER
30, 2009


(UNAUDITED)




6.
            ACCOUNTS PAYABLE AND ACCRUED
      EXPENSES




Accounts
payable and accrued expenses consist of the following:




SEPTEMBER 302009
                    
                    
                    2008Trade
      payables:American
      Express
                    
                    $
                    6,449
                    
                    
                    $
                    2,261Corp
      tax payable
                    
                    
                    800Other
      payables- less than 5%
                    
                    
                    431
                    
                    
                    
                    2,365Sales
      tax payable
                    
                    
                    815
                    
                    
                    
                    231Legal
      and accounting fees
                    
                    
                    4,545
                    
                    
                    
                    3,950$
                    13,040
                    
                    
                    $
                    8,807





7.
            RELATED
      PARTY TRANSACTIONS





The
Company sells to Anchorfree Wireless, Inc., a company controlled by the
principal shareholders of the Company.  During the nine months ended
September 30, 2009 and 2008 approximately 72% and 1% respectively of the
Company’s sales were made to Anchorfree.  As of September 30, 2008 and
2007, Anchorfree was not indebted to the Company for sales made in the ordinary
course of business.




14




ITEM
2.         MANAGEMENT’S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION.





The
following discussion should be read in conjunction with our unaudited financial
statements and the notes thereto.





Forward-Looking
Statements





This
quarterly report contains forward-looking statements and information relating to
us that are based on the beliefs of our management as well as assumptions made
by, and information currently available to, our management. When used in this
report, the words "believe," "anticipate," "expect," "estimate," “intend”,
“plan” and similar expressions, as they relate to us or our management, are
intended to identify forward-looking statements. These statements reflect
management's current view of us concerning future events and are subject to
certain risks, uncertainties and assumptions, including among many others: a
general economic downturn; a downturn in the securities markets; federal or
state laws or regulations having an adverse effect on proposed transactions that
we desire to effect; Securities and Exchange Commission regulations which affect
trading in the securities of "penny stocks,"; and other risks and uncertainties.
Should any of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
described in this report as anticipated, estimated or expected. The accompanying
information contained in this registration statement, including, without
limitation, the information set forth under the heading “Management’s Discussion
and Analysis or Plan of Operation — Risk Factors" identifies important
additional factors that could materially adversely affect actual results and
performance. You are urged to carefully consider these factors. All
forward-looking statements attributable to us are expressly qualified in their
entirety by the foregoing cautionary statement.




Overview




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.   In this
respect, the Company provides a valuable service to both the financial
stakeholders of the selling businesses and the purchasers.




Results
of Operations for Fiscal Quarter Ended September 30, 2009 Compared To September
30, 2008





During
the third fiscal quarter of 2009, we had income of $3,010 on revenues of $16,156
compared to a net loss of $(4,656) on revenues of $2,975 in the third fiscal
quarter of 2008. Selling, general and administrative expenses in the third
quarter of 2009 were $4,975 compared to $5,264 in the third quarter of
2008.  We paid no rent or salaries during the quarter.





Results
of Operations for theNine Months Ended September 30, 2009 Compared To September
30, 2008





During
the first nine months of 2009, we had a net loss of $(8,355) on revenues of
$19.095 compared to a net profit of $20,593 on revenues of $518,126 in the first
nine months of 2008. Selling, general and administrative expenses in the first
nine months of 2009 were $17,585 compared to $52,323 in the first nine months of
2008.  We paid no rent or salaries during the period.





15




Liquidity
and Capital Resources





We had
$783 cash on hand at the end of the third quarter of 2009 and total current
assets of $937.  Since inception, we have accumulated a deficit of
$688,691. As of September 30, 2009 we had total liabilities of $19,778 and a
negative net working capital of $(18,841).




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, 2009. 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, 2008, relative to our ability to continue as a going
concern.  The Company has suffered net losses and as of December 31, 2008,
its total liabilities exceeded its total assets by $10,486.  We had
negative working capital of $10,486 as of December 31, 2008, we had an
accumulated deficit of $680,336 incurred  through  such date and
recorded a profit of only $15,113 for the fiscal year ended December 31, 2008.
 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.





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, capital
expenditures or capital resources that is material to investors.




ITEM
3.         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
4A(T).  CONTROLS AND PROCEDURES




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting.  Internal control over financial
reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the
Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the company’s principal executive and principal financial
officers and effected by the company’s board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies and procedures
that:





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




16




·
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with accounting
      principles generally accepted in the United States of America and that
      receipts and expenditures of the company are being made only in accordance
      with authorizations of management and directors of the company; and
      Provide reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the company’s assets that
      could have a material effect on the financial
  statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.  All internal control
systems, no matter how well designed, have inherent
limitations.  Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation.  Because of the inherent limitations of
internal control, there is a risk that material misstatements may not be
prevented or detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known features of the
financial reporting process.  Therefore, it is possible to design into
the process safeguards to reduce, though not eliminate, this risk.




As of
September 30, 2009, management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such
assessments.  Based on that evaluation, they concluded that, during
the period covered by this report, such internal controls and procedures were
not effective to detect the inappropriate application of US GAAP rules as more
fully described below.  This was due to deficiencies that existed in
the design or operation of our internal controls over financial reporting that
adversely affected our internal controls and that may be considered to be
material weaknesses.




The
matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and procedures
and (2) inadequate segregation of duties consistent with control
objectives.  The aforementioned material weaknesses were identified by
our Chief Executive Officer in connection with the review of our financial
statements as of September 30, 2009.




Management
believes that the material weakness set forth in item (2) above did not have an
effect on our financial results.  However, management believes that
the lack of a functioning audit committee and the lack of a majority of outside
directors on our board of directors results in ineffective oversight in the
establishment and monitoring of required internal controls and procedures, which
could result in a material misstatement in our financial statements in future
periods.




Management’s Remediation
Initiatives





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




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




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




We
anticipate that these initiatives will be at least partially, if not fully,
implemented by December 31, 2010.  Additionally, we plan to test our
updated controls and remediate our deficiencies by December 31,
2010.




17




Changes in internal controls
over financial reporting




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




PART
II - OTHER INFORMATION





ITEM 1.
            LEGAL
      PROCEEDINGS





There are
no legal proceedings which are pending or have been threatened against us or any
of our officers, directors or control persons of which management is
aware.





ITEM
      1(A)
            RISK
      FACTORS





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 2.
            UNREGISTERED SALES OF EQUITY
      SECURITIES





Except as
may have previously been disclosed on a current report on Form 8-K or a
quarterly report on Form 10-Q, we have not sold any of our securities in a
private placement transaction or otherwise during the past three
years.





ITEM 3.
            DEFAULTS UPON SENIOR
      SECURITIES





Not
applicable.





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





None.




ITEM 5.
            OTHER
      INFORMATION





None




ITEM 6.
            EXHIBITS





Exhibit No.
            
            Description31.1
            
            Certification
      of Principal Executive Officer filed pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2
            
            Certification of Principal
      Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act
      of 2002.32.1
            
            Certification
      of Principal Executive Officer furnished pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.1
            
            Certification
      of Principal Financial Officer furnished pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.




18





SIGNATURES





In
accordance with the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.




Date:  November
      16, 2009INTELLIGENT
      BUYING, INC.By:
              /s/ Eugene
      MalobrodskyEugene
      MalobrodskyChief
      Executive Officer




19




EXHIBIT
INDEX





Exhibit No.
              
              Description31.1
              
              Certification
      of Principal Executive Officer filed pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2
              
              Certification
      of Principal Financial Officer filed pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32.1
              
              Certification
      of Principal Executive Officer furnished pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.1
              
              Certification
      of Principal Financial Officer furnished pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.




20