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, 2010





Commission
File Number: 333-133327





INTELLIGENT BUYING,
INC.


(Exact
name of registrant as specified in its charter)




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





260
Santa Ana Court


Sunnyvale,
CA 94085


(Address
of principal executive offices)





(408)
505-2394


Registrant’s
telephone number, including area code





n/a


Former
address if changed since last report





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





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every interactive Data File required to be
submitted and posted pursuant to Rule 405 of
Regulation  S-T  during  the preceding 12 months
(or  for  such  shorter  period  that  the  registrant  was
required to submit and post such files).  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 o      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, 2010.










TABLE
OF CONTENTS







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





PART
I – FINANCIAL INFORMATION





ITEM  1. INTERIM
FINANCIAL STATEMENTS





INTELLIGENT
BUYING, INC.


BALANCE
SHEET




June
      30,
              2010
            
            
            December
      31,
              2009Unaudited
            
            
            (Audited)CURRENT
      ASSETSCash
            
            $
            768
            
            
            $
            1,672Accounts
      receivable
            
            
            
            
            
            
            5,000Inventories
            
            
            2,184
            
            
            
            2,500TOTAL CURRENT
      ASSETS
            
            
            2,952
            
            
            
            9,172Property and equipment,
      net
            
            
            -
            
            
            
            -TOTAL
    ASSETS
            
            $
            2,952
            
            
            $
            9,172LIABILITIES
      AND STOCKHOLDERS’ DEFICIENCYAccounts
      payable and accrued expenses
            
            $
            7,031
            
            
            $
            7,339Due
      to related party
            
            
            10,586
            
            
            
            12,073TOTAL CURRENT
      LIABILITIES
            
            
            17,617
            
            
            
            19,412STOCKHOLDERS’
      EQUITY (DEFICIENCY):Preferred
      stock (Note 5), $.001 par value,
            
            
            2,500
            
            
            
            2,500Authorized
      – 25,000,000 sharesIssued
      and outstanding – 2,500,000 sharesCommon
      stock, $.001 par value,Authorized
      – 50,000,000 sharesIssued
      and outstanding – 889,533 shares
            
            
            889
            
            
            
            889Additional
      paid-in capital
            
            
            666,461
            
            
            
            666,461Accumulated
      deficit
            
            
            (684,515
            )
            
            
            (680,090
            )TOTAL STOCKHOLDERS’
      (DEFICIENCY)
            
            
            (14,665
            )
            
            
            (10,240
            )TOTAL
      LIABILITIES AND STOCKHOLDERS’ (DEFICIENCY)
            
            $
            2,952
            
            
            $
            9,172





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





3





INTELLIGENT
BUYING, INC.


STATEMENTS
OF OPERATIONS AND ACCUMULATED DEFICIT





THREE
      MONTHS ENDED
                JUNE
      302010
                (Unaudited)
              
              
              2009
                (Unaudited)SALES:Related
      Party
              
              $
              6,253
              
              
              $
              2,456Other
              
              
              5
              
              
              
              482TOTAL
      SALES
              
              
              6,258
              
              
              
              2,938COSTS
      AND EXPENSES:Cost
      of sales
              
              
              513
              
              
              
              1,695Selling,
      general and administrative
              
              
              5,120
              
              
              
              8,441TOTAL
      COSTS AND EXPENSES
              
              
              5,633
              
              
              
              10,136INCOME
      (LOSS) BEFORE TAXES
              
              
              625
              
              
              
              (7,198
              )INCOME
      TAXES
              
              
              800
              
              
              
              800NET
      INCOME (LOSS)
              
              
              (175
              )
              
              
              (7,998
              )ACCUMULATED
      DEFICIT- BEGINNING OF PERIOD
              
              
              (684,340
              )
              
              
              (683,703
              )ACCUMULATED
      DEFICIT- END OF PERIOD
              
              $
              (684,515
              )
              
              $
              (691,701
              )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.




4




INTELLIGENT
BUYING, INC.


STATEMENTS
OF OPERATIONS AND ACCUMULATED DEFICIT





SIX
      MONTHS ENDED
                JUNE
      302010
                (Unaudited)
              
              
              2009
                (Unaudited)SALES:Related
      Party
              
              $
              13,754
              
              
              $
              2,456Other
              
              
              1,558
              
              
              
              482TOTAL
      SALES
              
              
              15,312
              
              
              
              2,938COSTS
      AND EXPENSES:Cost
      of sales
              
              
              6,514
              
              
              
              1,695Selling,
      general and administrative
              
              
              12,374
              
              
              
              11,808TOTAL
      COSTS AND EXPENSES
              
              
              18,888
              
              
              
              13,503(LOSS)
      BEFORE TAXES
              
              
              (3,576
              )
              
              
              (10,565
              )INCOME
      TAXES
              
              
              849
              
              
              
              800NET
      (LOSS)
              
              
              (4,425
              )
              
              
              (11,365
              )ACCUMULATED
      DEFICIT- BEGINNING OF PERIOD
              
              
              (680,090
              )
              
              
              (680,336
              )ACCUMULATED
      DEFICIT- END OF PERIOD
              
              $
              (684,515
              )
              
              $
              (691,701
              )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.




5





INTELLIGENT
BUYING, INC.


STATEMENTS
OF CASH FLOWS




SIX  MONTHS
      ENDED
              JUNE
      302010
            
            
            2009OPERATING
      ACTIVITIES:Net
      income (loss)
            
            $
            (4,425
            )
            
            $
            (11,365
            )Adjustments to reconcile net
      income (loss) tonetcash
      provided by (used in) operating activities:Depreciation
      and amortization
            
            
            
            
            
            
            14Changes
      in operating assets and liabilities:Accounts
      receivable
            
            
            5,000
            
            
            
            -Inventory
            
            
            316
            
            
            
            (5,614
            )Accounts
      payable and accrued expenses
            
            
            (375
            )
            
            
            14,599NET
      CASH PROVIDED BY (USED) IN OPERATING ACTIVITIES
            
            
            516
            
            
            
            (2,366
            )FINANCING
      ACTIVITIES:(Repayments)
      (Advances) to/from related party
            
            
            (1,420
            )
            
            
            (1,127
            )NET
      CASH PROVIDED BY FINANCING ACTIVITIES
            
            
            
            
            
            
            (1,127
            )INCREASE
      (DECREASE) IN CASH
            
            
            (904
            )
            
            
            (1,239
            )CASH
      AND CASH EQUIVALENTS – BEGINNING OF PERIOD
            
            
            1,672
            
            
            
            1,902CASH
      AND CASH EQUIVALENTS – END OF PERIOD
            
            
            768
            
            
            $
            663SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATION:





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




6




INTELLIGENT
BUYING, INC.




NOTES
TO FINANCIAL STATEMENTS





June
30, 2010


(UNAUDITED)





1.
            SIGNIFICANT
      ACCOUNTING POLICIES




Basis of
Presentation





The
accompanying financial statements have been prepared on substantially the same
basis as the audited financial statements included in the Intelligent Buying
Inc.. Annual Report on Form 10-K for the year ended December 31, 2009.
Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with accounting principles generally
accepted in the United States have been condensed or omitted pursuant to the
Securities and Exchange Commission (SEC) rules and regulations regarding
interim financial statements. All amounts included herein related to the
condensed financial statements as of June 30, 2010 and the six months ended June
30, 2010 and 2009 are unaudited and should be read in conjunction with the
audited financial statements and the notes there to included in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2009. In the opinion
of management, the accompanying financial statements include all necessary
adjustments for the fair presentation of the Company’s financial position,
results of operations and cash flows. The results of operations for the interim
periods presented are not necessarily indicative of the operating results to be
expected for any subsequent interim period or for the full fiscal year ending
December 31, 2010.





Business
description





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





Uses
of estimates in the preparation of financial statements





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





Revenue
Recognition





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




7




INTELLIGENT
BUYING, INC.





NOTES
TO FINANCIAL STATEMENTS





JUNE
30, 2010


(UNAUDITED)


Comprehensive
income





SFAS No.
130, “Reporting Comprehensive Income,” establishes standards for the reporting
and display of comprehensive income and its components in financial statements.
SFAS No. 130 requires that all items required to be recognized under accounting
standards as components of comprehensive income be reported in a financial
statement with the same prominence as other financial statements. Comprehensive
income consists of net earnings, the net unrealized gains or losses on
available-for-sale marketable securities, foreign currency translation
adjustments, minimum pension liability adjustments and unrealized gains and
losses on financial instruments qualifying for hedge accounting and is presented
in the accompanying Consolidated Statement of Shareholders’ Equity in accordance
with SFAS No. 130.During the years ended December 31 2009 and 2008 the Company
did not have any components of comprehensive income (loss) to
report.





Net
loss per share





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





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





Stock-based
compensation





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





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





8




INTELLIGENT
BUYING, INC.


NOTES
TO FINANCIAL STATEMENTS





JUNE
30, 2010


(UNAUDITED)





Recently
issued accounting pronouncements





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





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





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





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





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





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





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




9


INTELLIGENT
BUYING, INC.
 NOTES
TO FINANCIAL STATEMENTS
 
 JUNE
30, 2010
 (UNAUDITED)


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





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




Inventories





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





2.
 INCOME TAXES





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





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





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





10


INTELLIGENT
BUYING, INC.





NOTES
TO FINANCIAL STATEMENTS





JUNE
30, 2010


(UNAUDITED)





3.
 STOCKHOLDERS’ EQUITY (DEFICIENCY)





Preferred
stock





At
December 31, 2008, the Company had 2,500,000 shares of its preferred stock
issued and outstanding.  The preferred shares were issued in exchange for
the 20,000 shares of common stock held by the Company’s founders.  At the
time of the exchange, such 20,000 shares comprised all of the issued and
outstanding shares of the Company, and as a result, the exchange was treated as
an “equal value” exchange with the 2,500,000 preferred shares having the same
value as the 20,000 shares of common stock for which they were exchanged.
 The only journal entries made at the time of the exchange were to take
into account the par value of each of the shares exchanged.





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





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





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





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





Additionally,
from time to time the Board of Directors may designate additional classes of
preferred stock with designations, rights and preferences to be determined by
the Company’s board of directors. The issuance of the preferred stock and
additional shares of the preferred stock in the future could adversely affect
the rights of the holders of the common stock.





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;





11


INTELLIGENT
BUYING, INC.





NOTES
TO FINANCIAL STATEMENTS





JUNE
30, 2010


(UNAUDITED)





With
respect to such preferred shares, the Board of Directors may determine, without
further vote or action by their stockholders:





·
              the
      number of shares and the designation of the
  series;





·
              whether
      to pay dividends on the series and, if so, the dividend rate, whether
      dividends will be cumulative and, if so, from which date or dates, and the
      relative rights of priority of payment of dividends on shares of the
      series;





·
              whether
      the series will have voting rights in addition to the voting rights
      provided by law and, if so, the terms of the voting
  rights;





·
              whether
      the series will be convertible into or exchangeable for shares of any
      other class or series of stock and, if so, the terms and conditions of
      conversion or exchange;





·
              whether
      or not the shares of the series will be redeemable and, if so, the dates,
      terms and conditions of redemption and whether there will be a sinking
      fund for the redemption of that series and, if so, the terms and amount of
      the sinking fund; and





·
              the
      rights of the shares of the series in the event of our voluntary or
      involuntary liquidation, dissolution or winding up and the relative rights
      or priority, if any, of payment of shares of the
  series.





Common
stock





At June
30, 2010, 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.





12




INTELLIGENT
BUYING, INC.





NOTES
TO FINANCIAL STATEMENTS





June
30, 2010


(UNAUDITED)





4.  CURRENT
LIABILITIES





Current
liabilities consist of the following:





JUNE
      302010
            
            
            2009American
      Express
            
            $
            462
            
            
            $
            7,439Due
      to Officer
            
            
            10,586
            
            
            
            7,361Other
      payables- less than 5%
            
            
            2,971
            
            
            
            7,408Sales
      tax payable
            
            
            68
            
            
            
            225Legal
      and accounting fees
            
            
            3,530
            
            
            
            5,695$
            17,617
            
            
            $
            28,128





5.
 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, 2010, approximately 60% of sales were to Anchorfree. During the six months
ended June 30, 2009, the company had 82% of sales to Anchorfree. As of June 30,
2010 and 2009, Anchorfree was not indebted to the Company for sales made in the
ordinary course of business.




6.





The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation of the
Company as a going concern.  However, The Company has a negative net
working capital of $ 14,665 as of June 30, 2010 and net loss of $ 4,425. The
Company currently has limited liquidity, and has not completed its efforts to
establish a stabilized source of revenues sufficient to cover operating costs
over an extended period of time.





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





13




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





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





Forward-Looking
Statements





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





Overview




Plan
of Operation




The
Company has been engaged since 2004 in the business of asset management and
sales of high-end computerized networking equipment to emerging high technology
companies.  The focus of the Company’s business is to facilitate the
liquidation of high-end networking equipment and information technology assets
by businesses which are ceasing operations and to resell these assets to
evolving technology companies at a fraction of the original cost.   In this
respect, the Company provides a valuable service to both the financial
stakeholders of the selling businesses and the purchasers.




Results
of Operations for Fiscal Quarter Ended June 30, 2010 Compared To June 30,
2009





During
the second fiscal quarter of 2010, we had a net loss of $(175) on revenues of
$6,258 compared to a net loss of $(7,998) on revenues of $2,938 in the second
fiscal quarter of 2009. Selling, general and administrative expenses in the
second quarter of 2010 were $5,120 compared to $8,441 in the second quarter of
2009.  We paid no rent or salaries during the quarter.





Results
of Operations for Six Months Ended June 30, 2010 Compared To June 30,
2009





During
the first six months of 2010, we had a net loss of $(4,425) on revenues of
$15,312 compared to a net loss of $(11,365) on revenues of $2,938 in the first
six months of 2009. Selling, general and administrative expenses in the first
six months of 2010 were $12,374 compared to $11,808 in the first six months of
2009.  We paid no rent or salaries during the period.





Liquidity
and Capital Resources





We had
$768 cash on hand at the end of the second quarter of 2010 and total current
assets of $2,952.  Since inception, we have accumulated a deficit of
$684,515. As of June 30, 2010 we had total liabilities of $17,617 and a negative
net working capital of $(14,665).




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





14


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





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





Going
Concern.
 Our independent auditors have added an explanatory paragraph to
their audit issued in connection with the financial statements for the
period ended December 31, 2009, relative to our ability to continue as a going
concern.  The Company has suffered net losses and, as of June 30, 2010, its
total liabilities exceeded its total assets by $14,665.  We had
negative working capital of $14,665 as of June 30, 2010, we had an accumulated
deficit of $684,515 incurred through  such date and recorded a net loss
of  $(175) for the fiscal quarter June 30, 2010.  Because our
auditors have issued a going concern opinion, there is substantial uncertainty
we will continue operations in which case you could lose your investment. Our auditors have issued
a going concern opinion. This means that there is substantial doubt that we can
continue as an ongoing business for the next 12 months. The financial statements
do not include any adjustments that might result from the uncertainty about our
ability to continue our business.





Off-Balance
Sheet Arrangements





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




ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK





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





ITEM
4A(T). CONTROLS AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





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





Changes
in Internal Control Over Financial Reporting





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





15




PART
II - OTHER INFORMATION





ITEM 1. LEGAL PROCEEDINGS





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





ITEM
1(A) RISK FACTORS





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





ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES





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





ITEM 3. DEFAULTS UPON SENIOR
SECURITIES





Not
applicable.





ITEM 4. (REMOVED AND
RESERVED)





None.




ITEM 5. OTHER INFORMATION





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.




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.




INTELLIGENT
      BUYING, INC.Date:  August
      11, 2010
              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