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 March 31, 2009





Commission
File Number: 333-133327








INTELLIGENT BUYING,
INC.


______________________________________________________


(Exact
name of registrant as specified in its charter)





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





260
Santa Ana Court


Sunnyvale,
CA 94085


________________________________________


(Address
of principal executive offices)





(408)
505-2394


_________________________________________________


Registrant’s
telephone number, including area code





___n/a__


Former
address if changed since last report





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





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





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





Large Accelerated Filer 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 May 1, 2009.








TABLE
OF CONTENTS


_________________





PART
      I - FINANCIAL INFORMATIONITEM
      1.
                INTERIM
      FINANCIAL STATEMENTS
                3ITEM
      2.
                MANAGEMENT'S
      DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION
                13ITEM
      3
                QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                14ITEM
      4A(T).
                CONTROLS
      AND PROCEDURES
                14PART
      II - OTHER INFORMATIONITEM
      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
                15SIGNATURES
                
                16




2


PART
I – FINANCIAL INFORMATION





ITEM  1.      INTERIM
FINANCIAL STATEMENTS


3


INTELLIGENT
BUYING, INC.





BALANCE
SHEET





March 31, 2009
                                                Unaudited
                                              
                                              
                                              December 31, 2008
                                                (Audited)CURRENT
      ASSETSCash
                                              
                                              $
                                              770
                                              
                                              
                                              $
                                              1,902Accounts
      receivableInventoriesTOTAL
      CURRENT ASSETSProperty
      and equipment, net
                                              
                                              
                                              
                                              
                                              
                                              
                                              14TOTAL
      ASSETS
                                              
                                              $
                                              770
                                              
                                              
                                              $
                                              1,916LIABILITIES
      AND STOCKHOLDERS’ DEFICIENCYAccounts
      payable and accrued expenses
                                              
                                              $
                                              9,644
                                              
                                              
                                              $
                                              7,792Due
      to related party
                                              
                                              
                                              4,979
                                              
                                              
                                              
                                              4,610TOTAL
      CURRENT LIABILITIES
                                              
                                              
                                              14,623
                                              
                                              
                                              
                                              12,402STOCKHOLDERS’
      (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
                                              
                                              
                                              (683,703
                                              )
                                              
                                              
                                              (680,336
                                              )TOTAL
      STOCKHOLDERS’ (DEFICIENCY)
                                              
                                              
                                              (16,353
                                              )
                                              
                                              
                                              (10,486
                                              )TOTAL
      LIABILITIES AND STOCKHOLDERS’ (DEFICIENCY)
                                              
                                              $
                                              770
                                              
                                              
                                              $
                                              1,916





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


4




INTELLIGENT
BUYING, INC.





STATEMENTS
OF OPERATIONS AND ACCUMULATED DEFICIT





THREE MONTHS ENDED MARCH 312009
                          (Unaudited)
                        
                        
                        2008
                          (Unaudited)SALES:Related
      Party
                        
                        
                        -
                        
                        
                        $
                        5,234Other
                        
                        
                        -
                        
                        
                        
                        482,332TOTAL
      SALES
                        
                        
                        -
                        
                        
                        $
                        487,566COSTS
      AND EXPENSES:Cost
      of sales
                        
                        
                        
                        
                        
                        
                        431,303Selling,
      general and administrative
                        
                        $
                        3,367
                        
                        
                        
                        22,437InterestTOTAL
      COSTS AND EXPENSES
                        
                        $
                        3,367
                        
                        
                        
                        453,740INCOME
      (LOSS) BEFORE TAXES
                        
                        
                        (3,367
                        )
                        
                        
                        33,826INCOME
      TAXESNET
      INCOME (LOSS)
                        
                        
                        (3,367
                        )
                        
                        
                        33,826ACCUMULATED
      DEFICIT- BEGINNING OF PERIOD
                        
                        
                        (680,336
                        )
                        
                        
                        (695,449
                        )ACCUMULATED
      DEFICIT- END OF PERIOD
                        
                        
                        (683,703
                        )
                        
                        $
                        (661,623
                        )BASIC
      AND DILUTED NET INCOME (LOSS) PERCOMMON
      SHARE
                        
                        $
                        0.00
                        
                        
                        $
                        0.04WEIGHTED
      AVERAGE NUMBER OFSHARES
      OUTSTANDING
                        
                        
                        889,533
                        
                        
                        
                        889,533





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


5




NTELLIGENT
BUYING, INC.





STATEMENTS
OF CASH FLOWS





THREE MONTHS ENDED MARCH 312009
                        
                        
                        2008OPERATING
      ACTIVITIES:Net
      income (loss)
                        
                        $
                        (3,367
                        )
                        
                        $
                        33,826Adjustments to reconcile net
      income (loss) tonet cash provided by (used in)
      operating activities:Depreciation
      and amortization
                        
                        
                        14
                        
                        
                        
                        190Stock-based
      compensation expense
                        
                        
                        —
                        
                        
                        
                        -Changes
      in operating assets and liabilities:Accounts
      receivable
                        
                        
                        -
                        
                        
                        
                        2,242Inventory
                        
                        
                        -
                        
                        
                        
                        809Prepaid
      expenses and sundry current assets
                        
                        
                        
                        
                        
                        
                        -Accounts
      payable and accrued expenses
                        
                        
                        2,221
                        
                        
                        
                        (450
                        )Taxes
      payable
                        
                        
                        -
                        
                        
                        
                        (443
                        )NET
      CASH PROVIDED BY (USED) IN OPERATING ACTIVITIES
                        
                        
                        1,132
                        
                        
                        
                        36,174INVESTING
      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) shareholderAdvances
      (Repayments) from related party
                        
                        
                        -
                        
                        
                        
                        5,290Proceeds
      from notes payable – related parties
                        
                        
                        -Issuance
      of common stock
                        
                        
                        -Issuance
      of preferred stock
                        
                        
                        -NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                        
                        
                        -
                        
                        
                        
                        5,290INCREASE
      (DECREASE) IN CASH
                        
                        
                        (1,132
                        )
                        
                        
                        41,464CASH
      AND CASH EQUIVALENTS – BEGINNING OF PERIOD
                        
                        
                        1,902
                        
                        
                        
                        2,748CASH
      AND CASH EQUIVALENTS – END OF PERIOD
                        
                        $
                        770
                        
                        
                        $
                        44,212




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


6




INTELLIGENT
BUYING, INC.





NOTES
TO FINANCIAL STATEMENTS





MARCH
31, 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 March 31, 2009 and the three months ended
March 31, 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.


7


INTELLIGENT
BUYING, INC.





NOTES
TO FINANCIAL STATEMENTS





MARCH
31, 2009


(UNAUDITED)




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.




8





INTELLIGENT
BUYING, INC.





NOTES
TO FINANCIAL STATEMENTS





MARCH
31, 2009


(UNAUDITED)




SIGNIFICANT
ACCOUNTING POLICIES (CON’T)





Recently
issued accounting pronouncements





In
September 2006, the Financial Accounting Standard Board issued SFAS No. 157
“Fair Value Measurement” that provides enhanced guidance for using fair value to
measure assets and liabilities. The standard applies whenever other standards
require (or permit) assets or liabilities to be measured at fair value. The
standard does not expand the use of fair value in any new
circumstances.





This
Statement is effective for financial statements issued for fiscal years
beginning after November 15, 2007, and interim periods within those fiscal
years. Earlier application is encouraged, provided that the reporting entity has
not yet issued financial statements for that fiscal year, including financial
statements for an interim period within that fiscal year. Currently this
pronouncement has no effect on our financial statements.





In
July 2006, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an
interpretation of FASB Statement No. 109 (FIN 48), which provides
clarification related to the process associated with accounting for uncertain
tax positions recognized in consolidated financial statements. FIN 48
prescribes a more-likely-than-not threshold for financial statement recognition
and measurement of a tax position taken, or expected to be taken, in a tax
return. FIN 48 also provides guidance related to, among other things,
classification, accounting for interest and penalties associated with tax
positions, and disclosure requirements. Currently this pronouncement has no
effect on our financial statements.





FSP FAS
123(R)-5 was issued on October 10, 2006. The FSP provides that instruments that
were originally issued as employee compensation and then modified, and that
modification is made to the terms of the instrument solely to reflect an equity
restructuring that occurs when the holders are no longer employees, then no
change in the recognition or the measurement (due to a change in classification)
of those instruments will result if both of the following conditions are met:
(a). There is no increase in fair value of the award (or the ratio of intrinsic
value to the exercise price of the award is preserved, that is, the holder is
made whole), or the anti-dilution provision is not added to the terms of the
award in contemplation of an equity restructuring; and (b). All holders of the
same class of equity instruments (for example, stock options) are treated in the
same manner. The provisions in this FSP shall be applied in the first reporting
period beginning after the date the FSP is posted to the FASB website.
Currently, this pronouncement has no effect on our financial
statements.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities” (“SFAS No. 159”). SFAS No. 159
permits entities to choose to measure, on an item-by-item basis, specified
financial instruments and certain other items at fair value. Unrealized gains
and losses on items for which the fair value option has been elected are
required to be reported in earnings at each reporting date. SFAS No. 159 is
effective for fiscal years beginning after November 15, 2007, the provisions of
which are required to be applied prospectively. Currently this pronouncement has
no effect on our financial statements.





In
December 2007, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“SFAS”) No. 141 (revised
2007), Business Combinations, which replaces SFAS No 141. The statement retains
the purchase method of accounting for acquisitions, but requires a number of
changes, including changes in the way assets and liabilities are recognized in
the purchase accounting. It also changes the recognition of assets acquired and
liabilities assumed arising from contingencies, requires the capitalization of
in-process research and development at fair value, and requires the expensing of
acquisition-related costs as incurred. SFAS No. 141R is effective
for business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008. The adoption of SFAS 141 is not currently expected to have a material
effect on the Company’s financial position, results of operations, or cash
flows.


9





INTELLIGENT
BUYING, INC.





NOTES
TO FINANCIAL STATEMENTS





MARCH
31, 2009


(UNAUDITED)




SIGNIFICANT
ACCOUNTING POLICIES (CON’T)





In
December 2007, the FASB issued SFAS No. 160. “Noncontrolling Interests in
Consolidated Financial Statements-and Amendment of ARB No. 51.” SFAS 160
establishes accounting and reporting standards pertaining to ownership interests
in subsidiaries held by parties other than the parent, the amount of net income
attributable to the parent and to the noncontrolling interest, changes in a
parent’s ownership interest, and the valuation of any retained noncontrolling
equity investment when a subsidiary is deconsolidated. This statement also
establishes disclosure requirements that clearly identify and distinguish
between the interests of the parent and the interests of the noncontrolling
owners. SFAS 160 is effective for fiscal years beginning on or after December
15, 2008. The adoption of SFAS 160 is not currently expected to have a material
effect on the Company’s financial position, results of operations, or cash
flows.





In March
2008, the Financial Accounting Standards Board (FASB) issued FASB Statement No.
161, Disclosures about
Derivative Instruments and Hedging Activities. The new standard is
intended to improve financial reporting about derivative instruments and hedging
activities by requiring enhanced disclosures to enable investors to better
understand their effects on an entity’s financial position, financial
performance, and cash flows. It is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008, with early
application encouraged. The company is currently evaluating the impact of
adopting SFAS. No. 161 on its financial statements.





Effective
January 1, 2009, the Company adopted Financial Accounting Standards Board's
(FASB) Statement No. 160 (FAS 160), “Noncontrolling Interests in Consolidated
Financial Statements – an Amendment of ARB No. 51.” FAS 160 changed the
accounting and reporting for minority interests, which will be recharacterized
as noncontrolling interests and classified as a component of equity.  FAS
160 required retrospective adoption of the presentation and disclosure
requirements for existing minority interests.  All other requirements of
FAS 160 will be applied prospectively.  The adoption of FAS 160 did not
have a material impact on the Corporation’s financial statements.





Inventories





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





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:





MARCH 312009
                  
                  
                  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





MARCH
31, 2009


(UNAUDITED)








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’ 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;


11


INTELLIGENT
BUYING, INC.





NOTES
TO FINANCIAL STATEMENTS





MARCH
31, 2009


(UNAUDITED)





STOCKHOLDERS’
DEFICIENCY (CON’T)





·
            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 March
31, 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:





MARCH 312009
                            
                            
                            2008American
      Express
                            
                            $
                            55
                            
                            
                            $
                            16,380Due
      to Officer
                            
                            
                            7,240Other
      payables- less than 5%Sales
      tax payableLegal
      and accounting fees
                            
                            
                            7,328
                            
                            
                            
                            10,445$
                            14,623
                            
                            
                            $
                            26,825





6.
 RELATED PARTY TRANSACTIONS





The
Company sells to Anchorfree Wireless, Inc., a company controlled by the
principal shareholders of the Company.  During the three months ended March
31, 2009, the company had no sales to Anchorfree. During the three months ended
March 31, 2008 approximately 1% of the Company’s sales were made to Anchorfree.
 As of March 31, 2009 and 2008, Anchorfree was not indebted to the Company
for sales made in the ordinary course of business.





12




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 March 31, 2009 Compared To March 31,
2008





During
the first fiscal quarter of 2009, we had no revenues and had a net loss of
$(3,367) compared to a net profit of $33,826 on revenues of $487,566 in the
first fiscal quarter of 2008. Selling, general and administrative expenses in
the first quarter of 2009 were $3,367 compared to $22,437 in the first quarter
of 2008.  We paid no rent or salaries during the
quarter.





Liquidity
and Capital Resources





We had
$770 cash on hand at the end of the first quarter of 2009 and total current
assets of 770.  Since inception, we have accumulated a deficit of
$683,703. As of March 31, 2009 we had total liabilities of $14,623 and a
negative net working capital of $(13,853).




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.




13




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





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





Off-Balance
Sheet Arrangements





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





ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





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





Item
4A(T). CONTROLS AND PROCEDURES




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 March 31, 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.




14




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.





ITEM1(A)
            RISK
      FACTORS





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





ITEM 2.
            UNREGISTERED SALES OF EQUITY
      SECURITIES





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





ITEM 3.
            DEFAULTS UPON SENIOR
      SECURITIES





Not
applicable.





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





None.




ITEM 5.
            OTHER
      INFORMATION





None




ITEM 6.
              EXHIBITS





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




15




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:  May
      18, 2009INTELLIGENT
      BUYING, INC.By:
              /s/ Eugene
      MalobrodskyEugene
      MalobrodskyChief
      Executive Officer




16




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.




17