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, 2008
 
 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
 
 _____
 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 is a large accelerated filer, an
        accelerated filer, a non-accelerated filer or a smaller reporting company.
        See
        the definitions of “large accelerated filer,” “accelerated filer” and “smaller
        reporting company” in Rule 12b-2 of the Exchange Act.
 Large Accelerated Filer o
              
              Accelerated Filer o
              
              Non-Accelerated Filer o
                (Do not check if a smaller
                reporting company)
              
              Smaller Reporting Company þ
 
 Indicate by check
        mark whether the registrant is a shell company (as defined in Rule 12b-2
        of the
        Exchange Act). Yes oNo 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 1,
        2008.
  
 
 **TABLE
        OF CONTENTS**
 **_________________**
 
 **PART
                  I - FINANCIAL
                  INFORMATION****ITEM
                  1.**
              **INTERIM
                  FINANCIAL STATEMENTS**
              F-1**ITEM
                  2.**
              **MANAGEMENT'S
                  DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION**
              3**ITEM
                  3**
              **QUANTITATIVE
                  AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**
              9**ITEM 4A(T).**
              **CONTROLS
                  AND PROCEDURES**
              9**PART
                  II - OTHER INFORMATION****ITEM
                  1.**
              **LEGAL
                  PROCEEDINGS**
              9**ITEM
                  2.**
              **UNREGISTERED
                  SALES OF EQUITY SECURITIES**
              9**ITEM
                  3.**
              **DEFAULTS
                  UPON SENIOR SECURITIES**
              9**ITEM
                  4.**
              **SUBMISSION
                  OF MATTERS TO A VOTE OF SECURITY HOLDERS**
              9**ITEM
                  5.**
              **OTHER
                  INFORMATION**
              9**ITEM
                  6.**
              **EXHIBITS**
              9**SIGNATURES**
              10
  1
  **PART
        I – FINANCIAL INFORMATION**
 
 **ITEM
        1. INTERIM FINANCIAL STATEMENTS**
  F-1
  **INTELLIGENT
        BUYING, INC.**
 
 **BALANCE
        SHEET**
  **September 30,**
                **2008**
                **Unaudited**
              
              **December 31, 2007**
                **(Audited)****CURRENT
                  ASSETS********Cash******
              
              **$**
              **7,571**
              
              **$**
              **2,748****Accounts
                  receivable******
              
              
              **1,245**
              
              
              **3,821****Inventories******
              
              
              
              
              
              **968****TOTAL
                  CURRENT ASSETS******
              
              
              **8,817**
              
              
              **7,537************Property
                  and equipment, net******
              
              
              **132**
              
              
              **587****************TOTAL
                  ASSETS******
              
              **$**
              **8,948**
              
              **$**
              **8,124************LIABILITIES
                  AND STOCKHOLDERS’ DEFICIENCY****Accounts
                  payable and accrued expenses******
              
              **$**
              **8,576**
              
              **$**
              **27,275****Due
                  to related party******
              
              
              **5,146**
              
              
              **5,938****Taxes
                  payable******
              
              
              **231**
              
              
              **510****TOTAL
                  CURRENT LIABILITIES******
              
              
              **13,953**
              
              
              **33,723************STOCKHOLDERS’
                  EQUITY (DEFICIENCY):********Preferred
                  stock (Note 5), $.001 par value,****Authorized
                  – 25,000,000 shares****Issued
                  and outstanding – 2,500,000 shares******
              
              
              **2,500**
              
              
              **2,500****Common
                  stock, $.001 par value,****Authorized
                  – 50,000,000 shares****Issued
                  and outstanding – 889,533 shares******
              
              
              **889**
              
              
              **889****Additional
                  paid-in capital******
              
              
              **666,461**
              
              
              **666,461****Accumulated
                  deficit******
              
              
              **(674,855**
              **)**
              
              **(695,449**
              **)****TOTAL
                  STOCKHOLDERS’ (DEFICIENCY)******
              
              
              **(5,005**
              **)**
              
              **(25,599**
              **)************TOTAL
                  LIABILITIES AND STOCKHOLDERS’ (DEFICIENCY)******
              
              **$**
              **8,948**
              
              **$**
              **8,124**
 
 The
        accompanying notes are an integral part of these financial
        statements.
  F-2
  **INTELLIGENT
        BUYING, INC.**
 
 **STATEMENTS
        OF OPERATIONS AND ACCUMULATED DEFICIT**
  **NINE MONTHS ENDED SEPTEMBER 30****2008**
                  **(Unaudited)**
                
                **2007**
                  **(Unaudited)********SALES:****Related
                    Party**
                
                **$**
                **5,645**
                
                **$**
                **112,223****Other**
                
                
                **512,481**
                
                
                **38,826****TOTAL
                    SALES**
                
                **$**
                **518,126**
                
                **$**
                **151,049****COSTS
                    AND EXPENSES:**Cost
                    of sales
                
                
                **444,409**
                
                
                **121,767**Selling,
                    general and administrative
                
                
                **52,323**
                
                
                **46,918**Interest
                
                
                **-**
                
                
                **262****TOTAL
                    COSTS AND EXPENSES**
                
                
                **496,732**
                
                
                **168,947********INCOME
                    (LOSS) BEFORE TAXES**
                
                
                **21,394**
                
                
                **(17,898**
                **)****INCOME
                    TAXES**
                
                
                **800**
                
                
                **800****NET
                    INCOME (LOSS)**
                
                
                **20,593**
                
                
                **(18,698**
                **)****ACCUMULATED
                    DEFICIT- BEGINNING OF PERIOD**
                
                
                **(695,449**
                **)**
                
                **(218,884**
                **)********ACCUMULATED
                    DEFICIT- END OF PERIOD**
                
                **$**
                **(674,855**
                **)**
                **$**
                **(237,582**
                **)****BASIC
                    AND DILUTED NET INCOME (LOSS) PER****COMMON
                    SHARE**
                
                **$**
                **0.02**
                
                **$**
                **(0.02**
                **)********WEIGHTED
                    AVERAGE NUMBER OF****SHARES
                    OUTSTANDING**
                
                
                **889,533**
                
                
                **889,533**
 
 The
        accompanying notes are an integral part of these financial
        statements.
  F-3
  **INTELLIGENT
        BUYING, INC.**
 
 **STATEMENTS
        OF OPERATIONS AND ACCUMULATED DEFICIT**
 **THREE MONTHS ENDED September 30****2008**
                  **(Unaudited)**
                
                **2007**
                  **(Unaudited)********SALES:****Related
                    Party**
                
                **$**
                **1,925**
                
                **$**
                **(8,101**
                **)****Other**
                
                
                **1,050**
                
                
                **18,690****TOTAL
                    SALES**
                
                **$**
                **2,975**
                
                **$**
                **10,589****COSTS
                    AND EXPENSES:**Cost
                    of sales
                
                
                **2,367**
                
                
                **3,193**Selling,
                    general and administrative
                
                
                **5,264**
                
                
                **10,184**Interest
                
                
                **-**
                
                
                **255****TOTAL
                    COSTS AND EXPENSES**
                
                
                **7,631**
                
                
                **13,632********INCOME
                    (LOSS) BEFORE TAXES**
                
                
                **(4,656**
                **)**
                
                **(3,043**
                **)****INCOME
                    TAXES**
                
                
                -
                
                
                -**NET
                    INCOME (LOSS)**
                
                
                **(4,656**
                **)**
                
                **(3,043**
                **)****ACCUMULATED
                    DEFICIT- BEGINNING OF PERIOD**
                
                
                **(670,199**
                **)**
                
                **(234,539**
                **)********ACCUMULATED
                    DEFICIT- END OF PERIOD**
                
                **$**
                **(674,855**
                **)**
                **$**
                **(237,582**
                **)****BASIC
                    AND DILUTED NET INCOME (LOSS) PER****COMMON
                    SHARE**
                
                **$**
                **(0.01**
                **)**
                **$**
                **(0.00**
                **)********WEIGHTED
                    AVERAGE NUMBER OF****SHARES
                    OUTSTANDING**
                
                
                **889,533**
                
                
                **889,533**
 
 The
        accompanying notes are an integral part of these financial
        statements.
  F-4
  **INTELLIGENT
        BUYING, INC.**
 
 **STATEMENTS
        OF CASH FLOWS**
 **NINE MONTHS ENDED September 30****2008**
                
                **2007****OPERATING
                    ACTIVITIES:**Net
                    income (loss)
                
                **$**
                **20,594**
                
                **$**
                **(18,698**
                **)***Adjustments
                    to reconcile net income (loss) to*net*cash
                    provided by (used in) operating activities:*Depreciation
                    and amortization
                
                
                **455**
                
                
                **570****Stock-based
                    compensation expense*Changes
                    in operating assets and liabilities:*Accounts
                    receivable
                
                
                **2,576**
                
                
                **9,787**Inventory
                
                
                **968**
                
                
                **2,790**Prepaid
                    expenses and sundry current assets
                
                
                **-**Accounts
                    payable and accrued expenses
                
                
                **(18,699**
                **)**
                
                **(4,845**
                **)**Taxes
                    payable
                
                
                **(279**
                **)**
                
                **864****NET
                    CASH PROVIDED BY (USED) IN OPERATING ACTIVITIES**
                
                
                **5,614**
                
                
                **(9,532**
                **)****INVESTING
                    ACTIVITIES:**Acquisition
                    of property and equipment
                
                
                **-**
                
                
                **-**Disposition
                    of property and equipment
                
                
                **-**(Increase)
                    decrease in security deposits
                
                
                **-****NET
                    CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES**
                
                
                **-**
                
                
                **-****FINANCING
                    ACTIVITIES:**Repayments
                    of (advances to) shareholder
                
                
                **-**
                
                
                **414**Advances
                    (Repayments) from related party
                
                
                **(790**
                **)**
                
                **816**Proceeds
                    from notes payable – related parties
                
                
                **-**
                
                
                **-**Issuance
                    of common stock
                
                
                **-**Issuance
                    of preferred stock
                
                
                **-****NET
                    CASH PROVIDED BY FINANCING ACTIVITIES**
                
                
                **(790**
                **)**
                
                **1,230****DECREASE
                    IN CASH**
                
                
                **4,823**
                
                
                **(8,302**
                **)****CASH
                    AND CASH EQUIVALENTS**–**BEGINNING OF
                    PERIOD**
                
                
                **2,748**
                
                
                **22,606****CASH
                    AND CASH EQUIVALENTS**–**END OF
                    PERIOD**
                
                **$**
                **7,571**
                
                **$**
                **14,304****SUPPLEMENTAL
                    DISCLOSURES OF CASH FLOW INFORMATION:**
 
 The
        accompanying notes are an integral part of these financial
        statements.
  F-5
  **INTELLIGENT
        BUYING, INC.**
 
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 **SEPTEMBER
        30, 2008**
 **(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-KSB for the year ended December 31, 2007.
        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, 2008 and the nine months
        ended September 30, 2008 and 2007 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-KSB for the year ended December 31,
        2007. 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, 2008.
 
 ***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.
  F-6
  **INTELLIGENT
        BUYING, INC.**
 
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 **SEPTEMBER
        30, 2008**
 **(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 2007 and 2006 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, 2007 and 2006, there were no stock options granted
        or outstanding.
  F-7
  **INTELLIGENT
        BUYING, INC.**
 
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 **SEPTEMBER
        30, 2008**
 **(UNAUDITED)**
 
 ***Recently
        issued accounting pronouncements***
 
 In
        December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
        123R, *Share-Based
        Payment* ,
        which
        addresses the accounting for share-based payment transactions.  SFAS No.
        123R eliminates the ability to account for share-based compensation transactions
        using APB No. 25, and generally requires instead, that such transactions
        be
        accounted and recognized in the statement of operations, based on their fair
        value.  SFAS No. 123R will be effective for public companies that file as
        small business issuers as of the first interim or annual reporting period
        that
        begins after December 15, 2005.  The Company has no outstanding stock
        options at December 31, 2006; therefore, the initial adoption of this standard
        is not expected to have an impact on the Company’s financial position and
        results of operations.
 
 ***Inventories***
 
 Inventories,
        consisting of computer and networking equipment, are valued at the lower
        of cost
        (first-in, first-out basis) or market (replacement cost).
 
 **2.
         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 302008
              
              2007Computer
                  equipment
              
              $
              2,284
              
              $
              2,284Less
                  accumulated depreciation
              
              
              2,153
              
              
              1,508$
              132
              
              $
              777
 
 **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 incurred no income taxes for the years ended December 31, 2007 and
        2006.
 The expected income tax benefit for the years ended December 31, 2007 and
        2006 is approximately $6,000 and $54,000, respectively.  The difference
        between the expected income tax benefit and non-recognition of an income
        tax
        benefit in each period is the result of a valuation allowance applied to
        deferred tax assets.
  F-8
  **INTELLIGENT
        BUYING, INC.**
 
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 **SEPTEMBER
        30, 2008**
 **(UNAUDITED)**
 
 **3.
         INCOME TAXES (CON’T)**
 
 Net
        operating loss carryforwards of approximately $676,000 at December 31, 2007
        are
        available to offset future taxable income, if any, and expire in 2026.
 This results in a net deferred tax asset, assuming an effective tax rate
        of 34% of approximately $230,000 at December 31, 2007.  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, 2007, 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:
 
 s
              Each
                  holder shall have two votes for each share of preferred
                  stock.
 
 s
              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.
 
 s
              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.
  F-9
  **INTELLIGENT
        BUYING, INC.**
 
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 **SEPTEMBER
        30, 2008**
 **(UNAUDITED)**
 
 **NOTE
        4. 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:
 
 s
              the
                  number of shares and the designation of the
                  series;
 
 s
              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;
  s
              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;
 
 s
              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;
 
 s
              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
 
 s
              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, 2008, 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.
  F-10
  **INTELLIGENT
        BUYING, INC.**
 
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 **SEPTEMBER
        30, 2008**
 **(UNAUDITED)**
 
 **5.**  **ACCOUNTS
        PAYABLE AND ACCRUED EXPENSES**
 
 Accounts
        payable and accrued expenses consist of the following:
 
 SEPTEMBER 302008
              
              2007Trade payables:American
                  Express
              
              $
              2,261
              
              $
              6,363ComcastOther
                  payables- less than 5%
              
              
              2,365
              
              
              1,640Sales
                  tax payable
              
              
              231
              
              
              865Legal
                  and accounting fees
              
              
              3,950
              
              
              8,300$
              8,807
              
              $
              17,168
 
 **6.
         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, 2008 and 2007 approximately 1% and 74% 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.
 
  F-11
 
 **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, 2008 Compared To September
        30, 2007***
 
 During
        the third fiscal quarter of 2008, we had revenues of $2,975 and had a net
        loss
        of $(4,656) compared to a net loss of $(3,043) on revenues of $10,589 in
        the
        third fiscal quarter of 2007. Selling, general and administrative expenses
        in
        the third quarter of 2008 were $5,264 compared to $10,184 in the third quarter
        of 2007. We paid no rent or salaries during the quarter.
 
 ***Results
        of Operations for Nine-Month Period Ended September 30, 2008 Compared To
        September 30, 2007***
 
 During
        the nine month period ended September 30, 2008, we had revenues of $518,126
        and
        had net income of $20,593 compared to a net loss of $(18,698) on revenues
        of
        $151,049 in the comparable period of 2007. Selling, general and administrative
        expenses in the nine month period ended September 30, 2008 were $52,323 compared
        to $46,918 in the comparable period of 2007. We paid no rent or salaries
        during
        the period.
 
 ***Liquidity
        and Capital Resources***
 
 We
        had
        $7,571 cash on hand at the end of the third quarter of 2008 and total current
        assets of $8,948. Since inception, we have accumulated a deficit of $674,855.
        As
        of September 30, 2008 we had total liabilities of $13,953 and a negative
        net
        working capital of $(5,005).
  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, 2008. 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.
  3


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, 2007, relative to our ability to continue as a going
      concern.  The Company has suffered net losses and as of December 31, 2007,
      its total liabilities exceeded its total assets by $25,599. We had negative
      working capital of $25,599 as of December 31, 2007, we had an accumulated
      deficit of $695,449 incurred  through  such date and recorded a loss
      of $28,065 for the fiscal year ended December 31, 2007.  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.




***Risk
      Factors That May Affect Future Operating Results***





*You
      should carefully consider the risks described below before making an investment
      decision. The risks and uncertainties described below are not the only ones
      facing our Company. Additional risks and uncertainties not presently known
      to us
      or that we currently deem immaterial may also impair our business operations.
      If
      any of the following risks actually occur, our business, financial condition,
      or
      results of operations could be materially adversely affected. In such case,
      the
      trading price of our common stock could decline and you could lose all or part
      of your investment. You should also refer to the other information about us
      contained in this Form 10-Q, including our financial statements and related
      notes.*





*Investing
      in our common stock involves a high degree of risk. You should carefully
      consider the risks and uncertainties described below before you purchase any
      of
      our common stock. If any of these risks or uncertainties actually occurs, our
      business, financial condition or results of operations could be materially
      adversely affected. In this event you could lose all or part of your
      investment.*





**RISKS
      RELATING TO THE BUSINESS**





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





Our
      independent auditors have added an explanatory paragraph to their
      audit issued in connection with the financial statements for the
      period ended December 31, 2007, relative to our ability to continue as a going
      concern.  The Company has suffered net losses and as of December 31, 2007,
      its total liabilities exceeded its total assets by $25,599. We had negative
      working capital of $25,599 as of December 31, 2007, we had an accumulated
      deficit of $695,449 incurred  through  such date and recorded a loss
      of $28,065 for the fiscal year ended December 31, 2007.  Because our
      auditors have issued a going concern opinion, there is substantial uncertainty
      we will continue operations in which case you could lose your investment. **** Our
      auditors have issued a going concern opinion. This means that there is
      substantial doubt that we can continue as an ongoing business for the next
      12
      months. The financial statements do not include any adjustments that might
      result from the uncertainty about our ability to continue our business. As
      such
      we may have to cease operations and investors could lose their entire
      investment.








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





The
      Company commenced operations in 2004 and to date has operated on a relatively
      small scale.  Through December 31. 2007, the Company has an accumulated
      deficit of $695,449 notwithstanding the fact that the founders and principal
      officers of the Company have worked without salary and the Company has operated
      with minimal overhead. We are an early stage company and have a limited history
      of operations and have not generated meaningful revenues from operations since
      our inception. We are faced with all of the risks associated with a company
      in
      the early stages of development. Our business is subject to numerous risks
      associated with a relatively new, low-capitalized company engaged in our
      business sector. Such risks include, but are not limited to, competition from
      well-established and well-capitalized companies, technological obsolescence
      and
      unanticipated difficulties regarding the marketing and sale of our inventory.
      There can be no assurance that we will ever generate significant commercial
      sales or achieve profitability. Should this be the case, our common stock could
      become worthless and investors in our common stock or other securities could
      lose their entire investment.





4


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





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





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





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





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





AnchorFree
      Wireless, Inc., a company controlled by the Company’s sole officers and
      directors, accounted for 80.0% of the Company’s sales for the year ended
      December 31, 2007. These sales are integral to the viability of the Company,
      and
      without such sales, the Company could be forced to cease operations and
      investors in our common stock or other securities could lose their entire
      investment.





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





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





5


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





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





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





The
      potential exists that our available capital resources may not be adequate to
      fund our working capital requirements based upon our present level of operations
      for the 12-month period subsequent to January 1, 2008. 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.





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





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





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





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





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





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





6




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





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








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





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





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





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





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





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





**OUR
      FAILURE TO MANAGE GROWTH EFFECTIVELY COULD IMPAIR OUR
      SUCCESS.**





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





7


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





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





**RISKS
      RELATED TO THIS OWNERSHIP OF OUR SHARES**





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





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





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





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








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





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





8




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


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




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





**ITEM
      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, 2008.
      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 2008 that has
      materially affected, or is reasonably likely to materially affect, our internal
      control 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
      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.


9





**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 10, 2008INTELLIGENT
                BUYING, INC.By:
            /*s/
                Eugene Malobrodsky*Eugene
                MalobrodskyChief
                Executive Officer


10





**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.




11