California
(State of organization)
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20-0956471
(I.R.S. Employer Identification No.)
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Large Accelerated Filer o
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Accelerated Filer o
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Non-Accelerated Filer o (Do not check if a smaller reporting company)
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Smaller Reporting Company x
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ITEM 1.
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INTERIM FINANCIAL STATEMENTS
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1
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ITEM 2.
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MANAGEMENT'S DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION
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6
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ITEM 3
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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7
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ITEM 4.
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CONTROLS AND PROCEDURES
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7
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PART II - OTHER INFORMATION
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ITEM 1.
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LEGAL PROCEEDINGS
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8
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ITEM 1(A)
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RISK FACTORS
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8
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ITEM 2.
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UNREGISTERED SALES OF EQUITY SECURITIES
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8
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ITEM 3.
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DEFAULTS UPON SENIOR SECURITIES
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8
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ITEM 4.
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(REMOVED AND RESERVED)
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8
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ITEM 5.
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OTHER INFORMATION
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8
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ITEM 6.
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EXHIBITS
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8
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SIGNATURES
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9
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ITEM 1.
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INTERIM FINANCIAL STATEMENTS
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March 31, 2011
Unaudited
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December 31, 2010
(Audited)
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CURRENT ASSETS
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Cash
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$ | 300 | $ | 926 | ||||
Accounts receivable
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2,400 | - | ||||||
Inventories
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- | - | ||||||
TOTAL CURRENT ASSETS
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2,700 | 926 | ||||||
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Property and equipment, net
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- | - | ||||||
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TOTAL ASSETS
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$ | 2,700 | $ | 926 | ||||
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LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
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Accounts payable and accrued expenses
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$ | 5,350 | $ | 6,440 | ||||
Due to related party
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6,738 | 6,741 | ||||||
TOTAL CURRENT LIABILITIES
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12,088 | 13,181 | ||||||
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STOCKHOLDERS’ EQUITY (DEFICIENCY):
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Preferred stock (Note 5), $.001 par value,
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- | - | ||||||
Authorized – 25,000,000 shares
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Issued and outstanding – None at March 31, 2011 and December 31, 2010
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Common stock, $.001 par value,
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Authorized – 50,000,000 shares
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Issued and outstanding – 5,889,533 shares at March 31, 2011 and December 31, 2010
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5,889 | 5,889 | ||||||
Additional paid-in capital
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663,961 | 663,961 | ||||||
Accumulated deficit
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(679,238 | ) | (682,105 | ) | ||||
TOTAL STOCKHOLDERS’ (DEFICIENCY)
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(9,388 | ) | (12,255 | ) | ||||
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TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIENCY)
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$ | 2,700 | $ | 926 |
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THREE MONTHS ENDED MARCH 31
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2011
(Unaudited)
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2010
(Unaudited)
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SALES:
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Related Party
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$ | 3,700 | $ | 7,500 | ||||
Other
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2,400 | 1,553 | ||||||
TOTAL SALES
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6,100 | 9,053 | ||||||
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COSTS AND EXPENSES:
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Cost of sales
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- | 6,000 | ||||||
Selling, general and administrative
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3,233 | 7,033 | ||||||
TOTAL COSTS AND EXPENSES
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3,233 | 13,303 | ||||||
NET INCOME (LOSS)
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2,867 | (4,250 | ) | |||||
ACCUMULATED DEFICIT- BEGINNING OF PERIOD
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(682,105 | ) | (680,090 | ) | ||||
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ACCUMULATED DEFICIT- END OF PERIOD
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$ | (679,238 | ) | $ | (684,340 | ) | ||
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BASIC AND DILUTED NET INCOME (LOSS) PER
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COMMON SHARE
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$ | 0.00 | $ | (0.01 | ) | |||
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WEIGHTED AVERAGE NUMBER OF
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SHARES OUTSTANDING
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5,889,533 | 889,533 |
THREE MONTHS ENDED MARCH 31
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2011
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2010
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OPERATING ACTIVITIES:
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Net income (loss)
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$ | 2,867 | $ | (4,250 | ) | |||
Adjustments to reconcile net income (loss) to net
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cash provided by (used in) operating activities:
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Depreciation and amortization
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- | - | ||||||
Changes in operating assets and liabilities:
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Accounts receivable
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(2,400 | ) | 5,000 | |||||
Inventory
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- | 2,500 | ||||||
Accounts payable and accrued expenses
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- | (1,173 | ) | |||||
NET CASH PROVIDED BY (USED) IN OPERATING ACTIVITIES
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467 | 2,077 | ||||||
FINANCING ACTIVITIES:
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Repayments from related party
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(1,093 | ) | (1,218 | ) | ||||
NET CASH PROVIDED BY FINANCING ACTIVITIES
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(1,093 | ) | (1,218 | ) | ||||
INCREASE (DECREASE) IN CASH
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(626 | ) | 859 | |||||
CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD
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926 | 1,672 | ||||||
CASH AND CASH EQUIVALENTS – END OF PERIOD
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300 | $ | 2,531 | |||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
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CASH PAID DURING PERIOD:
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Income Taxes
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$ | - | $ | - | ||||
Interest
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- | - |
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MARCH 31
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2011
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2010
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American Express
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$ | 5,350 | $ | 4,025 | ||||
Due to Officer
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6,738 | 10,855 | ||||||
Other payables- less than 5%
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433 | |||||||
Sales tax payable
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348 | |||||||
Legal and accounting fees
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1,360 | |||||||
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$ | 12,088 | $ | 17,021 |
ITEM 2.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
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ITEM 3.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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ITEM 4.
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CONTROLS AND PROCEDURES
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ITEM 1.
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LEGAL PROCEEDINGS
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ITEM 1(A)
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RISK FACTORS
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ITEM 2.
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UNREGISTERED SALES OF EQUITY SECURITIES
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ITEM 3.
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DEFAULTS UPON SENIOR SECURITIES
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ITEM 4.
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(REMOVED AND RESERVED)
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ITEM 5.
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OTHER INFORMATION
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ITEM 6.
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EXHIBITS
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Exhibit No.
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Description
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31.1
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Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
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Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
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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.
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32.1
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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.
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Date: May 12, 2011
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INTELLIGENT BUYING, INC.
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By:
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/s/ Eugene Malobrodsky
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Eugene Malobrodsky
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Chief Executive Officer
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Exhibit No.
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Description
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31.1
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Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
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Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
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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.
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32.1
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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.
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1.
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I have reviewed this Form 10-Q for the period ended March 31, 2011 of Intelligent Buying, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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1.
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I have reviewed this Form 10-Q for the period ended March 31, 2011 of Intelligent Buying, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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