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 June 30, 2009





Commission File Number:
333-133327




INTELLIGENT BUYING,
INC.





(Exact
name of registrant as specified in its charter)





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





260
Santa Ana Court


Sunnyvale,
CA 94085







(Address
of principal executive offices)





(408)
505-2394







Registrant’s
telephone number, including area code





n/a


Former
address if changed since last report





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





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





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
 ̈      No
x




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





Common
Stock $.001 par value





There are
889,533 shares of common stock outstanding as of August 1,
2009.





TABLE
OF CONTENTS





PART
      I - FINANCIAL INFORMATION
                3ITEM
      1.
                INTERIM
      FINANCIAL STATEMENTS
                3ITEM
      2.
                MANAGEMENT'S
      DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION
                13ITEM
      3
                QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                15ITEM
      4A(T).
                CONTROLS
      AND PROCEDURES
                15PART
      II - OTHER INFORMATION
                15ITEM
      1.
                LEGAL
      PROCEEDINGS
                15ITEM
      1(A)
                RISK
      FACTORS
                15ITEM
      2.
                UNREGISTERED
      SALES OF EQUITY SECURITIES
                15ITEM
      3.
                DEFAULTS
      UPON SENIOR SECURITIES
                15ITEM
      4.
                SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                15ITEM
      5.
                OTHER
      INFORMATION
                15ITEM
      6.
                EXHIBITS
                16SIGNATURES
                17




2


PART
I – FINANCIAL INFORMATION





ITEM  1.      INTERIM
FINANCIAL STATEMENTS


3


INTELLIGENT
BUYING, INC.





BALANCE SHEET




June 30, 2009
                                        Unaudited
                                      
                                      
                                      December 31, 2008
                                        (Audited)CURRENT
      ASSETSCash
                                      
                                      $
                                      663
                                      
                                      
                                      $
                                      1,902Accounts
      receivableInventories
                                      
                                      
                                      5,614
                                      
                                      
                                      
                                      -TOTAL
      CURRENT ASSETS
                                      
                                      
                                      6,277Property
      and equipment, net
                                      
                                      
                                      -
                                      
                                      
                                      
                                      14TOTAL
      ASSETS
                                      
                                      $
                                      6,277
                                      
                                      
                                      $
                                      1,916LIABILITIES
      AND STOCKHOLDERS’ DEFICIENCYAccounts
      payable and accrued expenses
                                      
                                      $
                                      20,767
                                      
                                      
                                      $
                                      7,792Due
      to related party
                                      
                                      
                                      7,361
                                      
                                      
                                      
                                      4,610TOTAL
      CURRENT LIABILITIES
                                      
                                      
                                      28,128
                                      
                                      
                                      
                                      12,402STOCKHOLDERS’
      EQUITY (DEFICIENCY):Preferred
      stock (Note 5), $.001 par value,
                                        Authorized
      – 25,000,000 shares
                                          Issued
      and outstanding – 2,500,000 shares
                                      
                                      
                                      2,500
                                      
                                      
                                      
                                      2,500Common
      stock, $.001 par value,
                                        Authorized
      – 50,000,000 shares
                                          Issued
      and outstanding – 889,533 shares
                                      
                                      
                                      889
                                      
                                      
                                      
                                      889Additional
      paid-in capital
                                      
                                      
                                      666,461
                                      
                                      
                                      
                                      666,461Accumulated
      deficit
                                      
                                      
                                      (691,701
                                      )
                                      
                                      
                                      (680,336
                                      )TOTAL
      STOCKHOLDERS’ (DEFICIENCY)
                                      
                                      
                                      (21,851
                                      )
                                      
                                      
                                      (10,486
                                      )TOTAL
      LIABILITIES AND STOCKHOLDERS’ (DEFICIENCY)
                                      
                                      $
                                      6,277
                                      
                                      
                                      $
                                      1,916





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




4




INTELLIGENT BUYING, INC.




STATEMENTS
OF OPERATIONS AND ACCUMULATED DEFICIT





SIX MONTHS
      ENDED JUNE 302009
                    (Unaudited)
                  
                  
                  2008
                    (Unaudited)SALES:Related
      Party
                  
                  $
                  2,456
                  
                  
                  $
                  6,412Other
                  
                  
                  482
                  
                  
                  
                  509,064TOTAL
      SALES
                  
                  
                  2,938
                  
                  
                  
                  515,476COSTS
      AND EXPENSES:Cost
      of sales
                  
                  
                  1,695
                  
                  
                  
                  442,320Selling,
      general and administrative
                  
                  
                  11,808
                  
                  
                  
                  47,106TOTAL
      COSTS AND EXPENSES
                  
                  
                  13,503
                  
                  
                  
                  489,426INCOME
      (LOSS) BEFORE TAXES
                  
                  
                  (10,565
                  )
                  
                  
                  26,050INCOME
      TAXES
                  
                  
                  800
                  
                  
                  
                  800NET
      INCOME (LOSS)
                  
                  
                  (11,365
                  )
                  
                  
                  25,250ACCUMULATED
      DEFICIT- BEGINNING OF PERIOD
                  
                  
                  (680,336
                  )
                  
                  
                  (695,449
                  )ACCUMULATED
      DEFICIT- END OF PERIOD
                  
                  $
                  (691,701
                  )
                  
                  $
                  (670,199
                  )BASIC
      AND DILUTED NET INCOME (LOSS) PER COMMON SHARE
                  
                  $
                  (0.01
                  )
                  
                  $
                  0.03WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING
                  
                  
                  889,533
                  
                  
                  
                  889,533





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


5




INTELLIGENT
BUYING, INC.




STATEMENTS
OF OPERATIONS AND ACCUMULATED DEFICIT





THREE
      MONTHS ENDED JUNE 302009
                    (Unaudited)
                  
                  
                  2008
                    (Unaudited)SALES:Related
      Party
                  
                  $
                  2,456
                  
                  
                  $
                  1,200Other
                  
                  
                  482
                  
                  
                  
                  26,711TOTAL
      SALES
                  
                  
                  2,938
                  
                  
                  
                  27,911COSTS
      AND EXPENSES:Cost
      of sales
                  
                  
                  1,695
                  
                  
                  
                  11,017Selling,
      general and administrative
                  
                  
                  8,441
                  
                  
                  
                  24,670TOTAL
      COSTS AND EXPENSES
                  
                  
                  10,136
                  
                  
                  
                  35,687INCOME
      (LOSS) BEFORE TAXES
                  
                  
                  (7,198
                  )
                  
                  
                  (7,776
                  )INCOME
      TAXES
                  
                  
                  800
                  
                  
                  
                  800NET
      INCOME (LOSS)
                  
                  
                  (7,998
                  )
                  
                  
                  (8,576
                  )ACCUMULATED
      DEFICIT- BEGINNING OF PERIOD
                  
                  
                  (683,703
                  )
                  
                  
                  (661,623
                  )ACCUMULATED
      DEFICIT- END OF PERIOD
                  
                  $
                  (691,701
                  )
                  
                  $
                  (670,199
                  )BASIC
      AND DILUTED NET INCOME (LOSS) PER COMMON SHARE
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.01
                  )WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING
                  
                  
                  889,533
                  
                  
                  
                  889,533





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


6


INTELLIGENT
BUYING, INC.





STATEMENTS
OF CASH FLOWS





SIX MONTHS
      ENDED JUNE 302009
                  
                  
                  2008OPERATING
      ACTIVITIES:Net
      income (loss)
                  
                  $
                  (11,365
                  )
                  
                  $
                  25,250Adjustments to reconcile net
      income (loss) tonet cash provided by (used in)
      operating activities:Depreciation
      and amortization
                  
                  
                  14
                  
                  
                  
                  324Stock-based
      compensation expense
                  
                  
                  -
                  
                  
                  
                  -Changes
      in operating assets and liabilities:Accounts
      receivable
                  
                  
                  -
                  
                  
                  
                  3,361Inventory
                  
                  
                  (5,614
                  )
                  
                  
                  968Prepaid
      expenses and sundry current assets
                  
                  
                  -
                  
                  
                  
                  -Accounts
      payable and accrued expenses
                  
                  
                  14,599
                  
                  
                  
                  (18,200
                  )Taxes
      payable
                  
                  
                  
                  
                  
                  
                  (269
                  )NET
      CASH PROVIDED BY (USED) IN OPERATING ACTIVITIES
                  
                  
                  (2,366
                  )
                  
                  
                  11,434INVESTING
      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
                  
                  
                  -
                  
                  
                  
                  -Advances
      (Repayments) from related party
                  
                  
                  1,127
                  
                  
                  
                  (1,537
                  )Proceeds
      from notes payable – related parties
                  
                  
                  -
                  
                  
                  
                  -Issuance
      of common stock
                  
                  
                  -
                  
                  
                  
                  -Issuance
      of preferred stock
                  
                  
                  -
                  
                  
                  
                  -NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                  
                  
                  1,127
                  
                  
                  
                  (1,537
                  )INCREASE
      (DECREASE) IN CASH
                  
                  
                  (1,239
                  )
                  
                  
                  9,897-
                  
                  
                  
                  -CASH
      AND CASH EQUIVALENTS – BEGINNING OF PERIOD
                  
                  
                  1,902
                  
                  
                  
                  2,748CASH
      AND CASH EQUIVALENTS – END OF PERIOD
                  
                  
                  663
                  
                  
                  $
                  12,645SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATION:





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




7


INTELLIGENT
BUYING, INC.





NOTES
TO FINANCIAL STATEMENTS





JUNE
30, 2009


(UNAUDITED)





1.
              SIGNIFICANT ACCOUNTING
      POLICIES





Basis of
Presentation





The
accompanying financial statements have been prepared on substantially the same
basis as the audited financial statements included in the Intelligent Buying
Inc. Annual Report on Form 10-K for the year ended December 31, 2008.
Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with accounting principles generally
accepted in the United States have been condensed or omitted pursuant to the
Securities and Exchange Commission (SEC) rules and regulations regarding
interim financial statements. All amounts included herein related to the
condensed financial statements as of June 30, 2009 and the three and six months
ended June 30, 2009 and 2008 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, 2008. In
the opinion of management, the accompanying financial statements include all
necessary adjustments for the fair presentation of the Company’s financial
position, results of operations and cash flows. The results of operations for
the interim periods presented are not necessarily indicative of the operating
results to be expected for any subsequent interim period or for the full fiscal
year ending December 31, 2009.





Business
description





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





Uses
of estimates in the preparation of financial statements





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





Revenue
Recognition





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


8




INTELLIGENT
BUYING, INC.





NOTES
TO FINANCIAL STATEMENTS





JUNE
30, 2009


(UNAUDITED)





1.
            SIGNIFICANT
      ACCOUNTING POLICIES (CON’T)





Comprehensive
income





SFAS No.
130, "Reporting Comprehensive Income," establishes standards for the reporting
and display of comprehensive income and its components in financial statements.
SFAS No. 130 requires that all items required to be recognized under accounting
standards as components of comprehensive income be reported in a financial
statement with the same prominence as other financial statements. Comprehensive
income consists of net earnings, the net unrealized gains or losses on
available-for-sale marketable securities, foreign currency translation
adjustments, minimum pension liability adjustments and unrealized gains and
losses on financial instruments qualifying for hedge accounting and is presented
in the accompanying Consolidated Statement of Shareholders' Equity in accordance
with SFAS No. 130.During the years ended December 31 2008 and 2007 the Company
did not have any components of comprehensive income (loss) to
report.





Net
loss per share





SFAS No.
128, Earnings per
Share, requires dual presentation of basic and diluted earnings or loss
per share (“EPS”) for all entities with complex capital structures and requires
a reconciliation of the numerator and denominator of the basic EPS computation
to the numerator and denominator of the diluted EPS computation.  Basic EPS
excludes dilution; diluted EPS reflects the potential dilution that could occur
if securities or other contracts to issue common stock were exercised or
converted into common stock or resulted in the issuance of common stock that
then shared in the earnings of the entity.





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





Stock-based
compensation





The
Company has adopted SFAS 123 (R)  "Share-Based Payment", which addresses
the accounting for share-based payment transactions. SFAS No. 123(R) eliminates
the ability to account for share-based compensation transactions using APB 25,
and generally requires instead that such transactions be accounted and
recognized in the statement of operations based on their fair value. SFAS No.
123(R)  is  effective for public companies that file as small business
issuers as of the first interim or annual reporting period that begins after
December 15, 2005.  Depending upon the number of and terms for options that
may be granted in future periods, the implementation of this standard could have
a significant non-cash impact on results of operations in future
periods





During
the years ended December 31, 2008 and 2007, there were no stock options granted
or outstanding.


9


INTELLIGENT
BUYING, INC.





NOTES
TO FINANCIAL STATEMENTS





JUNE
30, 2009


(UNAUDITED)
  1.
              SIGNIFICANT
      ACCOUNTING POLICIES (CON’T)





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:





JUNE
      302009
                  
                  
                  2008Computer
      equipment
                  
                  $
                  2,284
                  
                  
                  $
                  2,284Less
      accumulated depreciation
                  
                  
                  2,284
                  
                  
                  
                  1,887-
                  
                  
                  
                  397




3.
 INCOME TAXES





The
Company recognizes deferred income tax liabilities and assets for the expected
future tax consequences of events that have been recognized in the financial
statements or tax returns.  Under this method, deferred tax liabilities and
assets are determined based on the differences between the financial statement
carrying amounts and the tax basis of assets and liabilities using enacted tax
rates in effect in the years in which the differences are expected to
reverse.





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


10


INTELLIGENT
BUYING, INC.





NOTES
TO FINANCIAL STATEMENTS





JUNE
30, 2009


(UNAUDITED)




3.
            INCOME
      TAXES (CON’T)





Net
operating loss carryforwards of approximately $660,000 at December 31, 2008 are
available to offset future taxable income, if any, and expire in 2027.
 This results in a net deferred tax asset, assuming an effective tax rate
of 34% of approximately $225,000 at December 31, 2008.  A valuation
allowance in the same amount has been provided to reduce the deferred tax asset,
as realization of the asset is not assured.




4.  STOCKHOLDERS’ EQUITY
(DEFICIENCY)





Preferred
stock





At June
30, 2009, the Company had 2,500,000 shares of its preferred stock issued and
outstanding.  The preferred shares were issued in exchange for the 20,000
shares of common stock held by the Company’s founders.  At the time of the
exchange, such 20,000 shares comprised all of the issued and outstanding shares
of the Company, and as a result, the exchange was treated as an “equal value”
exchange with the 2,500,000 preferred shares having the same value as the 20,000
shares of common stock for which they were exchanged.  The only journal
entries made at the time of the exchange were to take into account the par value
of each of the shares exchanged.





The
following is a list of significant designations, rights and preference of the
presently issued preferred shares:





·
                Each holder
      shall have two votes for each share of preferred
  stock.





·
              Liquidation
      preference--In the event of any voluntary or involuntary liquidation,
      dissolution or winding up of the affairs of the Company, holders of Series
      A Preferred Stock shall be entitled, before any distribution or payment
      out of the assets of the Company may be made to or set aside for the
      holders of any common stock, to receive in full an amount equal to $2.00
      per share, together with an amount equal to all accrued and unpaid
      dividends accrued to the date of
payment.





·
              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, 2010 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





JUNE
30, 2009


(UNAUDITED)





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:





·
              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 June
30, 2009, the Company had 889,533 shares of its common stock issued and
outstanding. These shares comprised 273,333 shares issued on March 22, 2006 in
exchange for certain Notes Payable (see Note 2, above), 500,000 shares issued on
April 1, 2006 in consideration for certain financial advisory services and
116,200 shares issued on March 31, 2006 in connection with a private placement
of common shares.  Dividends may be paid on outstanding shares of common
stock as declared by the Board of Directors. Each share of common stock is
entitled to one vote.





5.  ACCOUNTS PAYABLE AND ACCRUED
EXPENSES





Accounts
payable and accrued expenses consist of the following:





JUNE
      30,2009
                    
                    
                    2008American
      Express
                    
                    $
                    7,439
                    
                    
                    $
                    4,354Due
      to related party
                    
                    
                    7,361Other
      payables
                    
                    
                    7,408
                    
                    
                    
                    2,273Sales
      tax payable
                    
                    
                    225
                    
                    
                    
                    3,248Legal
      and accounting fees
                    
                    
                    5,695
                    
                    
                    
                    8,300$
                    28,128
                    
                    
                    $
                    18,175




12





INTELLIGENT
BUYING, INC.





NOTES
TO FINANCIAL STATEMENTS





JUNE
30, 2009


(UNAUDITED)




6.
 RELATED PARTY TRANSACTIONS





The Company sells to Anchorfree
Wireless, Inc., a company controlled by the principal shareholders of the
Company.During the
six months ended June 30, 2009, the company had sales of $2,456 to Anchorfree.Duringthe six months ended June 30, 2008approximately84% of the Company’s sales were made to
Anchorfree.  As ofJune 30,2009and 2008, Anchorfree was not indebted to the
Company for sales made in the ordinary course of business.




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.


13




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





During
the second fiscal quarter of 2009, we had a net loss of $(7,198) on revenues of
$2,938 compared to a net loss of $(7,776) on revenues of $27,911 in the second
fiscal quarter of 2008. Selling, general and administrative expenses in the
second quarter of 2009 were $8,441 compared to $24,670 in the second quarter of
2008.  We paid no rent or salaries during the quarter.





Results
of Operations for the Six Months Ended June 30, 2009 Compared To June 30,
2008





During
the first six months of 2009, we had a net loss of $(11,365) compared to a net
profit of $25,250 on revenues of $515,475 in the first six months of 2008.
Selling, general and administrative expenses in the first six months of 2009
were $11,808 compared to $47,106 in the first six months of 2008.  We
paid no rent or salaries during the period.





Liquidity
and Capital Resources





We had
$883 cash on hand at the end of the second quarter of 2009 and total current
assets of $6,277.  Since inception, we have accumulated a deficit of
$691,701. As of June 30, 2009 we had total liabilities of $28,128 and a negative
net working capital of $(21,851).




The
potential exists that our available capital resources may not be adequate to
fund our working capital requirements based upon our present level of operations
for the 12-month period subsequent to January 1, 2009. A shortage of capital
would affect our ability to fund our working capital requirements. If we require
additional capital, funds may not be available on acceptable terms, if at all.
In addition, if we raise additional capital through the sale of equity or
convertible debt securities, the issuance of these securities could dilute
existing shareholders. If funds are not available, this could materially
adversely affect our financial condition and results of operations.





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





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





Going
Concern.
 Our independent auditors have added an explanatory paragraph to
their audit issued in connection with the financial statements for the
period ended December 31, 2008, relative to our ability to continue as a going
concern.  The Company has suffered net losses and as of December 31, 2008,
its total liabilities exceeded its total assets by $10,486.  We had
negative working capital of $10,486 as of December 31, 2008, we had an
accumulated deficit of $680,336 incurred  through  such date and
recorded a profit of only $15,113 for the fiscal year ended December 31, 2008.
 Because our auditors have issued a going concern opinion, there is
substantial uncertainty we will continue operations in which case you could lose
your investment. Our auditors have issued
a going concern opinion. This means that there is substantial doubt that we can
continue as an ongoing business for the next 12 months. The financial statements
do not include any adjustments that might result from the uncertainty about our
ability to continue our business.





Off-Balance
Sheet Arrangements





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




14





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 June 30, 2009. 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
1(A)                          RISK
FACTORS





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





ITEM
2.                             
UNREGISTERED SALES OF EQUITY
SECURITIES





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





ITEM
3. DEFAULTS UPON
SENIOR SECURITIES





Not
applicable.





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





None.




ITEM
5.                             
OTHER
INFORMATION





None




15




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:  August
      14, 2009INTELLIGENT
      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