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, 2010





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





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes  ̈ No x





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





Common
Stock $.001 par value





There are
5,889,533 shares of common stock outstanding as of November 1,
2010.








TABLE
OF CONTENTS







PART
      I - FINANCIAL INFORMATIONITEM
      1.
                INTERIM
      FINANCIAL STATEMENTS
                3ITEM
      2.
                MANAGEMENT'S
      DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION
                14ITEM
      3
                QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                15ITEM 4A(T).
                CONTROLS
      AND PROCEDURES
                15PART
      II - OTHER INFORMATIONITEM
      1.
                LEGAL
      PROCEEDINGS
                16ITEM
      1(A)
                RISK
      FACTORS
                16ITEM
      2.
                UNREGISTERED
      SALES OF EQUITY SECURITIES
                16ITEM
      3.
                DEFAULTS
      UPON SENIOR SECURITIES
                16ITEM
      4.
                (REMOVED
      AND RESERVED)
                16ITEM
      5.
                OTHER
      INFORMATION
                16ITEM
      6.
                EXHIBITS
                16SIGNATURES
                
                17




2


PART
I – FINANCIAL INFORMATION





ITEM
1. INTERIM FINANCIAL STATEMENTS





INTELLIGENT
BUYING, INC.





BALANCE
SHEET





September 30,
                                                        2010
                                                        Unaudited
                                                      
                                                      
                                                      December 31, 2009
                                                        (Audited)CURRENT
      ASSETSCash
                                                      
                                                      $
                                                      754
                                                      
                                                      
                                                      $
                                                      1,672Accounts
      receivable
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      5,000Inventories
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      2,500TOTAL
      CURRENT ASSETS
                                                      
                                                      
                                                      754
                                                      
                                                      
                                                      
                                                      9,172Property and equipment,
      net
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -TOTAL
    ASSETS
                                                      
                                                      $
                                                      754
                                                      
                                                      
                                                      $
                                                      9,172LIABILITIES
      AND STOCKHOLDERS’ DEFICIENCYAccounts
      payable and accrued expenses
                                                      
                                                      $
                                                      8,046
                                                      
                                                      
                                                      $
                                                      7,339Due
      to related party
                                                      
                                                      
                                                      12,031
                                                      
                                                      
                                                      
                                                      12,073TOTAL
      CURRENT LIABILITIES
                                                      
                                                      
                                                      20,077
                                                      
                                                      
                                                      
                                                      19,412STOCKHOLDERS’
      EQUITY (DEFICIENCY):Preferred
      stock (Note 5), $.001 par value,Authorized
      – 25,000,000 shares
                                                      
                                                      
                                                      -Issued
      and outstanding – none at September 30, 2010 and 2,500,000 shares at
      December 31, 2009
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      2,500Common
      stock, $.001 par value,Authorized
      – 50,000,000 sharesIssued
      and outstanding – 5,889,533 at September 30, 2010 and 889,533 shares at
      December 31, 2009
                                                      
                                                      
                                                      3,389
                                                      
                                                      
                                                      
                                                      889Additional
      paid-in capital
                                                      
                                                      
                                                      666,461
                                                      
                                                      
                                                      
                                                      666,461Accumulated
      deficit
                                                      
                                                      
                                                      (689,173
                                                      )
                                                      
                                                      
                                                      (680,090
                                                      )TOTAL
      STOCKHOLDERS’ (DEFICIENCY)
                                                      
                                                      
                                                      (19,323
                                                      )
                                                      
                                                      
                                                      (10,240
                                                      )TOTAL
      LIABILITIES AND STOCKHOLDERS’ (DEFICIENCY)
                                                      
                                                      $
                                                      754
                                                      
                                                      
                                                      $
                                                      9,172





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


3





STATEMENTS
OF OPERATIONS AND ACCUMULATED DEFICIT





NINE MONTHS ENDED SEPTEMBER 302010
                              (Unaudited)
                            
                            
                            2009
                              (Unaudited)SALES:Related
      Party
                            
                            $
                            26,252
                            
                            
                            $
                            13,740Other
                            
                            
                            1,811
                            
                            
                            
                            5,355TOTAL
      SALES
                            
                            
                            28,063
                            
                            
                            
                            19,095COSTS
      AND EXPENSES:Cost
      of sales
                            
                            
                            9,153
                            
                            
                            
                            9,865Selling,
      general and administrative
                            
                            
                            27,144
                            
                            
                            
                            17,585TOTAL
      COSTS AND EXPENSES
                            
                            
                            36,297
                            
                            
                            
                            27,450(LOSS)
      BEFORE TAXES
                            
                            
                            (8,234
                            )
                            
                            
                            (8,355
                            )INCOME
      TAXES
                            
                            
                            849NET
      (LOSS)
                            
                            
                            (9,083
                            )
                            
                            
                            (8,355
                            )ACCUMULATED
      DEFICIT- BEGINNING OF PERIOD
                            
                            
                            (680,090
                            )
                            
                            
                            (680,336
                            )ACCUMULATED
      DEFICIT- END OF PERIOD
                            
                            $
                            (689,173
                            )
                            
                            $
                            (688,691
                            )BASIC
      AND DILUTED NET INCOME (LOSS) PERCOMMON
      SHARE
                            
                            $
                            (0.01
                            )
                            
                            $
                            (0.01
                            )WEIGHTED
      AVERAGE NUMBER OFSHARES
      OUTSTANDING
                            
                            
                            1,164,258
                            
                            
                            
                            889,533





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


4


INTELLIGENT
BUYING, INC.





STATEMENTS
OF OPERATIONS AND ACCUMULATED DEFICIT





THREE MONTHS ENDED SEPTEMBER 302010
                        (Unaudited)
                      
                      
                      2009
                        (Unaudited)SALES:Related
      Party
                      
                      $
                      12,498
                      
                      
                      $
                      11,305Other
                      
                      
                      253
                      
                      
                      
                      4,851TOTAL
      SALES
                      
                      
                      12,751
                      
                      
                      
                      16,156COSTS
      AND EXPENSES:Cost
      of sales
                      
                      
                      2,639
                      
                      
                      
                      8,171Selling,
      general and administrative
                      
                      
                      14,770
                      
                      
                      
                      4,975TOTAL
      COSTS AND EXPENSES
                      
                      
                      17,409
                      
                      
                      
                      13,146INCOME
      (LOSS) BEFORE TAXES
                      
                      
                      (4,658
                      )
                      
                      
                      3,010INCOME
      TAXESNET
      INCOME (LOSS)
                      
                      
                      (4,658
                      )
                      
                      
                      3,010ACCUMULATED
      DEFICIT- BEGINNING OF PERIOD
                      
                      
                      (684,515
                      )
                      
                      
                      (691,701
                      )ACCUMULATED
      DEFICIT- END OF PERIOD
                      
                      $
                      (689,173
                      )
                      
                      $
                      (688,691
                      )BASIC
      AND DILUTED NET INCOME (LOSS) PERCOMMON
      SHARE
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.01
                      )WEIGHTED
      AVERAGE NUMBER OFSHARES
      OUTSTANDING
                      
                      
                      1,704,750
                      
                      
                      
                      889,533





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


5


INTELLIGENT
BUYING, INC.





STATEMENTS
OF CASH FLOWS





NINE MONTHS ENDED SEPTEMBER 302010
                        
                        
                        2009OPERATING
      ACTIVITIES:Net
      income (loss)
                        
                        $
                        (9,083
                        )
                        
                        $
                        (8,355
                        )Adjustments to reconcile net
      income (loss) tonetcash
      provided by (used in) operating activities:Depreciation
      and amortization
                        
                        
                        -
                        
                        
                        
                        14Changes
      in operating assets and liabilities:Accounts
      receivable
                        
                        
                        5,000Inventory
                        
                        
                        2,500
                        
                        
                        
                        (174
                        )Accounts
      payable and accrued expenses
                        
                        
                        880
                        
                        
                        
                        4,433Taxes
      Payable
                        
                        
                        -
                        
                        
                        
                        815NET
      CASH PROVIDED BY (USED) IN OPERATING ACTIVITIES
                        
                        
                        (703
                        )
                        
                        
                        5,088FINANCING
      ACTIVITIES:Repayments
      from related party
                        
                        
                        (215
                        )
                        
                        
                        2,128NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                        
                        
                        (215
                        )
                        
                        
                        2,128INCREASE
      (DECREASE) IN CASH
                        
                        
                        (918
                        )
                        
                        
                        (1,139
                        )CASH
      AND CASH EQUIVALENTS – BEGINNING OF PERIOD
                        
                        
                        1,672
                        
                        
                        
                        1,902CASH
      AND CASH EQUIVALENTS – END OF PERIOD
                        
                        $
                        754
                        
                        
                        $
                        763SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATION:





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


6





INTELLIGENT
BUYING, INC.




NOTES
TO FINANCIAL STATEMENTS


SEPTEMBER
30, 2010


(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, 2009. 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, 2010 and the nine months ended September 30, 2010
and 2009 are unaudited and should be read in conjunction with the audited
financial statements and the notes there to included in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2009.





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, 2010.





Business
description





The
financial statements presented are those of Intelligent Buying, Inc. (the
“Company”). The Company was incorporated under the laws of the State of
California on March 22, 2004 and is in the business of acquiring high-end
computer and networking equipment from resellers and end-users and then
reselling this equipment at discounted prices.





Uses
of estimates in the preparation of financial statements





The
preparation of financial statements in conformity with generally accepted
accounting principles accepted in the United States of America (“GAAP”) requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of net revenue and
expenses during each reporting period. Actual results could differ from
those estimates.





Revenue
Recognition





The
Company recognizes revenue on a gross basis when it is realized or realizable
and earned. The Company considers revenue realized or realizable and earned
when persuasive evidence of an arrangement exists, the product has been shipped
or the services have been provided to the customer, the sales price is fixed or
determinable and collectability is reasonably assured. The Company reduces
revenue for estimated customer returns, rotations and sales rebates when such
amounts are estimable. When not estimable, The Company defers revenue until
the product is sold to the end customer. The Company does not provide
support on products sold unless a separate agreement for installation and setup
has been entered into. The revenue from such an agreement would be reported
separately as fee income if and when such services are performed, completed and
accepted by the customer.


7


INTELLIGENT
BUYING, INC.


NOTES
TO FINANCIAL STATEMENTS


SEPTEMBER
30, 2010


(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 2009 and 2008 the Company
did not have any components of comprehensive income (loss) to
report.





Net
loss per share





Authoritative
guidance on Earnings per
Share, requires dual presentation of basic and diluted earnings or loss
per share (“EPS”) for all entities with complex capital structures and requires
a reconciliation of the numerator and denominator of the basic EPS computation
to the numerator and denominator of the diluted EPS computation. Basic EPS
excludes dilution; diluted EPS reflects the potential dilution that could occur
if securities or other contracts to issue common stock were exercised or
converted into common stock or resulted in the issuance of common stock that
then shared in the earnings of the entity.





Basic
loss per share is computed by dividing net loss applicable to common
shareholders by the weighted average number of common shares outstanding during
the period. Diluted loss per share reflects the potential dilution that
could occur if dilutive securities and other contracts to issue common stock
were exercised or converted into common stock or resulted in the issuance of
common stock that then shared in the earnings of the Company, unless the effect
is to reduce a loss or increase earnings per share.





Stock-based
compensation





The
Company has adopted the FASB standard on Share-Based Payment, which
addresses the accounting for share-based payment transactions. The standard
eliminates the ability to account for share-based compensation transactions
using old standards, and generally requires instead that such transactions be
accounted and recognized in the statement of operations based on their fair
value. The standard is effective for public companies that file as small
business issuers as of the first interim or annual reporting period that begins
after December 15, 2005. Depending upon the number of and terms for options
that may be granted in future periods, the implementation of this standard could
have a significant non-cash impact on results of operations in future
periods





During
the years ended December 31, 2009 and 2008, there were no stock options granted
or outstanding.


8


INTELLIGENT
BUYING, INC.


NOTES
TO FINANCIAL STATEMENTS


SEPTEMBER
30, 2010


(UNAUDITED)





Recently
issued accounting pronouncements





In
February 2010, the FASB issued amended guidance on subsequent events to
alleviate potential conflicts between FASB guidance and SEC requirements. Under
this amended guidance, SEC filers are no longer required to disclose the date
through which subsequent events have been evaluated in originally issued and
revised financial statements. This guidance was effective immediately and we
adopted these new requirements for the period ended June 30, 2010. The adoption
of this guidance did not have a material impact on our financial
statements.





InFebruary 2010, the FASB
(Financial Accounting Standards Board) issued Accounting Standards Update
2010-08 (ASU 2010-08), Technical Corrections to Various
Topics. This amendment eliminated inconsistencies and outdated provisions
and provided the needed clarifications to various topics within Topic 815. The
amendments are effective for the first reporting period (including interim
periods) beginning after issuance (February 2, 2010), except for certain
amendments. The amendments to the guidance on accounting for income taxes in
reorganization (Subtopic 852-740) should be applied to reorganizations for which
the date of the reorganization is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. For those
reorganizations reflected in interim financial statements issued before the
amendments in this Update are effective, retrospective application is required.
The clarifications of the guidance on the embedded derivates and hedging
(Subtopic 815-15) are effective for fiscal years beginning after December 15,
2009, and should be applied to existing contracts (hybrid instruments)
containing embedded derivative features at the date of adoption. The Company
does not expect the provisions of ASU 2010-08 to have a material effect on the
financial position, results of operations or cash flows of the
Company.





In
January 2010, the FASB (Financial Accounting Standards Board) issued Accounting
Standards Update 2010-07 (ASU 2010-07), Not-for-Profit Entities (Topic 958):
Not-for-Profit Entities: Mergers and Acquisitions. This amendment to
Topic 958 has occurred as a result of the issuance of FAS 164. The Company does
not expect the provisions of ASU 2010-07 to have a material effect on the
financial position, results of operations or cash flows of the
Company.





In
January 2010, the FASB (Financial Accounting Standards Board) issued Accounting
Standards Update 2010-06 (ASU 2010-06), Fair Value Measurements and
Disclosures (Topic 820): Improving Disclosures about Fair Value
Measurements. This amendment to Topic 820 has improved disclosures about
fair value measurements on the basis of input received from the users of
financial statements. This is effective for interim and annual reporting periods
beginning after December 15, 2009, except for the disclosures about purchases,
sales, issuances, and settlements in the roll forward of activity in Level 3
fair value measurements. Those disclosures are effective for fiscal years
beginning after December 15, 2010, and for interim periods within those fiscal
years. Early adoption is permitted. The Company does not expect the provisions
of ASU 2010-06 to have a material effect on the financial position, results of
operations or cash flows of the Company.





In
January 2010, the FASB (Financial Accounting Standards Board) issued Accounting
Standards Update 2010-05 (ASU 2010-05), Compensation – Stock Compensation
(Topic 718). This standard codifies EITF Topic D-110 Escrowed Share Arrangements
and the Presumption of Compensation.





In January 2010, the FASB
(Financial Accounting Standards Board) issued Accounting Standards Update
2010-04 (ASU 2010-04), Accounting for Various
Topics—Technical Corrections to SEC Paragraphs.





In
January 2010, the FASB (Financial Accounting Standards Board) issued Accounting
Standards Update 2010-03 (ASU 2010-03), Extractive Activities—Oil and Gas
(Topic 932): Oil and Gas Reserve Estimation and Disclosures. This
amendment to Topic 932 has improved the reserve estimation and disclosure
requirements by (1) updating the reserve estimation requirements for changes in
practice and technology that have occurred over the last several decades and (2)
expanding the disclosure requirements for equity method investments. This is
effective for annual reporting periods ending on or after December 31, 2009.
However, an entity that becomes subject to the disclosures because of the change
to the definition oil- and gas- producing activities may elect to provide those
disclosures in annual periods beginning after December 31, 2009. Early adoption
is not permitted. The Company does not expect the provisions of ASU 2010-03 to
have a material effect on the financial position, results of operations or cash
flows of the Company.


9




INTELLIGENT
BUYING, INC.


NOTES
TO FINANCIAL STATEMENTS


SEPTEMBER
30, 2010


(UNAUDITED)





InJanuary 2010, the FASB
issued Accounting Standards Update 2010-02, Consolidation (Topic 810):
Accounting and Reporting for Decreases in Ownership of a Subsidiary. This
amendment to Topic 810 clarifies, but does not change, the scope of current US
GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and
removes the potential conflict between guidance in that Subtopic and asset
derecognition and gain or loss recognition guidance that may exist in other US
GAAP. An entity will be required to follow the amended guidance beginning in the
period that it first adopts FAS 160 (now included in Subtopic 810-10). For those
entities that have already adopted FAS 160, the amendments are effective at the
beginning of the first interim or annual reporting period ending on or after
December 15, 2009. The amendments should be applied retrospectively to the first
period that an entity adopted FAS 160. The Company does not expect the
provisions of ASU 2010-02 to have a material effect on the financial position,
results of operations or cash flows of the Company.





In
January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for
Distributions to Shareholders with Components of Stock and Cash (A Consensus of
the FASB Emerging Issues Task Force). This amendment to Topic 505
clarifies the stock portion of a distribution to shareholders that allows them
to elect to receive cash or stock with a limit on the amount of cash that will
be distributed is not a stock dividend for purposes of applying Topics 505 and
260. Effective for interim and annual periods ending on or after December 15,
2009, and would be applied on a retrospective basis. The Company does not expect
the provisions of ASU 2010-01 to have a material effect on the financial
position, results of operations or cash flows of the Company.





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. 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 year ended December 31, 2009 due to the
use of available net operating loss carryforwards. For the year ended December
31, 2009, the Company incurred a net loss and no tax provision was
required.


10


INTELLIGENT
BUYING, INC.


NOTES
TO FINANCIAL STATEMENTS


SEPTEMBER
30, 2010


(UNAUDITED)





Net
operating loss carryforwards of approximately $680,000 at December 31, 2009 are
available to offset future taxable income, if any, and expire in 2027. This
results in a net deferred tax asset, assuming an effective tax rate of 34% of
approximately $231,000 at December 31, 2009. A valuation allowance in the
same amount has been provided to reduce the deferred tax asset, as realization
of the asset is not assured.





3. STOCKHOLDERS’
EQUITY (DEFICIENCY)





Preferred
stock





At
December 31, 2009, the Company had 2,500,000 shares of its preferred stock
issued and outstanding. The preferred shares were issued in exchange for
the 20,000 shares of common stock held by the Company’s founders. At the
time of the exchange, such 20,000 shares comprised all of the issued and
outstanding shares of the Company, and as a result, the exchange was treated as
an “equal value” exchange with the 2,500,000 preferred shares having the same
value as the 20,000 shares of common stock for which they were
exchanged. The only journal entries made at the time of the exchange were
to take into account the par value of each of the shares exchanged. On September
16, 2010, all 2,500,00 shares of preferred stock were converted into 5,000,000
shares of common stock. Thereafter, no shares of preferred stock remained issued
and outstanding.





The
following is a list of significant designations, rights and preference of the
previously 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.


11


INTELLIGENT
BUYING, INC.


NOTES
TO FINANCIAL STATEMENTS


SEPTEMBER
30, 2010


(UNAUDITED)





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, 2010, the Company had 5,889,533 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,
116,200 shares issued on March 31, 2006 in connection with a private placement
of common shares and 5,000,000 shares issued on September 16, 2010 on the
conversion of 2,500,000 shares of preferred stock. 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.





4. ACCOUNTS PAYABLE AND ACCRUED
EXPENSES





Accounts
payable and accrued expenses consist of the following:





SEPTEMBER 302010
                  
                  
                  2009American
      Express
                  
                  $
                  -
                  
                  
                  $
                  6,449Due
      to Officer
                  
                  
                  12,031Corp
      Tax payable
                  
                  
                  
                  
                  
                  
                  800Other
      payables- less than 5%
                  
                  
                  4,179
                  
                  
                  
                  431Sales
      tax payable
                  
                  
                  337
                  
                  
                  
                  815Legal
      and accounting fees
                  
                  
                  3,530
                  
                  
                  
                  4,545$
                  20,077
                  
                  
                  $
                  13,040


12


INTELLIGENT
BUYING, INC.


NOTES
TO FINANCIAL STATEMENTS


SEPTEMBER
30, 2010


(UNAUDITED)





5. 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, 2010, approximately 30% of sales were to Anchorfree. During the
nine months ended September 30, 2009, the company had 72% of sales to
Anchorfree. As of September 30, 2010 and 2009, Anchorfree was not indebted to
the Company for sales made in the ordinary course of business.





6.  GOING
CONCERN





The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation of the
Company as a going concern. However, The Company has a negative net working
capital of $ 19,323 as of September 30, 2010 and net loss of $9,083. The Company
currently has limited liquidity, and has not completed its efforts to establish
a stabilized source of revenues sufficient to cover operating costs over an
extended period of time.





Management
anticipates that the Company will be dependent, for the near future, on
additional investment capital to fund operating expenses. There are no
assurances that the Company will be successful in this or any of its endeavors
or become financially viable and continue as a going
concern.


13


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, 2010 Compared To September
30, 2009





During
the third fiscal quarter of 2010, we had a net loss of $4,658) on revenues of
$12,751 compared to a net profit of $3,010 on revenues of $16,156 in the third
fiscal quarter of 2009. Selling, general and administrative expenses in the
third quarter of 2010 were $14,770 compared to $4,975 in the third quarter of
2010. We paid no rent or salaries during the quarter.





Results
of Operations for Nine Months Ended September 30, 2010 Compared To September 30,
2009





During
the first nine months of 2010, we had a net loss of $(9,083) on revenues of
$28,063 compared to a net loss of $(8,355) on revenues of $19,095 in the first
nine months of 2009. Selling, general and administrative expenses in the first
nine months of 2010 were $27,144 compared to $17,585 in the first nine months of
2009. We paid no rent or salaries during the period.





Liquidity
and Capital Resources





We had
$754 cash on hand at the end of the third quarter of 2010 and total current
assets of $754. Since inception, we have accumulated a deficit of $689,173. As
of September 30, 2010 we had total liabilities of $20,077 and a negative net
working capital of $(19,323).





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


14


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





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





Going
Concern.
Our independent auditors have added an explanatory paragraph to their audit
issued in connection with the financial statements for the period ended December
31, 2009, relative to our ability to continue as a going concern. The Company
has suffered net losses and, as of September 30, 2010, its total liabilities
exceeded its total assets by $19,323. We had negative working capital of $19,323
as of September 30, 2010, we had an accumulated deficit of $689,173 incurred
through such date and recorded a net loss of $(9,083) for the fiscal quarter
ended September 30, 2010. 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





Evaluation
of Disclosure Controls and Procedures





Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of September 30, 2010. Based
on this evaluation, our principal executive officer and principal financial
officer have concluded that our disclosure controls and procedures are effective
to ensure that information required to be disclosed by us in the reports we file
or submit under the Exchange Act is recorded, processed, summarized, and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms and that our disclosure and controls are designed
to ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is accumulated and communicated to our
management, including our principal executive officer and principal financial
officer, or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.





Changes
in Internal Control Over Financial Reporting





There
were no changes (including corrective actions with regard to significant
deficiencies or material weaknesses) in our internal controls over financial
reporting that occurred during the third quarter of fiscal 2010 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.


15





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.(REMOVED AND
RESERVED)





None.





ITEM
5.OTHER INFORMATION





On
September 16, 2010, all 2,500,00 shares of preferred stock were converted into
5,000,000 shares of common stock. Thereafter, no shares of preferred stock
remained issued and outstanding.





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.




16





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 12, 2010INTELLIGENT
      BUYING, INC.By:
                    /s/ Eugene
      MalobrodskyEugene
      MalobrodskyChief
      Executive
Officer




17





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.


18