Intelligent Buying, Inc. (Form: SB-2, Received: 04/17/2006 11:39:16)

As filed with the Securities and Exchange Commission on April __, 2006

Registration No.___________________

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

INTELLIGENT BUYING, INC.

(Name of Small Business Issuer in its Charter)

California

425110

20-0956471

(State or other jurisdiction of incorporation or organization)

Primary Industrial

Class Code No.

(I.R.S. Employer

Identification No.)

260 Santa Ana Court

Sunnyvale, CA 94085

(408) 744-1001

(Address and telephone number of principal executive offices and

principal place of business)

Eugene Malobrodsky

Intelligent Buying, Inc.

260 Santa Ana Court

Sunnyvale, CA 94085

(408) 744-1001

(Name, address and telephone number of agent for service)

WITH A COPY TO

Robert L. B. Diener

122 Ocean Park Blvd.

Suite 307

Santa Monica, CA 90405

(310) 396-1691

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box: [x]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Title of Each Class of

Securities To Be

Registered

Amount to be Registered

Proposed Maximum Offering Price Per Unit 1

Maximum Aggregate Offering Price Per Unit 1

Registration Fee

Common stock, $0.001 Par value per share

389,533

$.75

$292,150

$31.25

(1) Estimated solely for the purpose of computing the amount of the registration fee and based upon the amount of consideration received by the issuer pursuant to Rule 457(a) under the Securities Act of 1933, as amended. There is no established public market for the common equity being registered. The shares being registered were sold during March 2006. Accordingly, in determining the offering price, the Company has utilized the actual cash price paid by the purchasers of the shares being registered.

(2) This registration statement relates to the resale by certain selling security holders identified herein of up to 389,533 shares of common stock.

Subject to completion May , 2006

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

389,533 SHARES

INTELLIGENT BUYING, INC.

COMMON STOCK

This is a resale prospectus for the resale of up to 389,533 shares of our common stock by the selling stockholders listed herein. We will not receive any proceeds from the sale of the shares.

As of March 31, 2006 we had 889,533 shares of our common stock issued and outstanding together with 3,000,000 shares of preferred stock which will convert into an additional 6,000,000 shares of common stock.

Our common stock is not traded on any market and although we intend to initiate steps to include our common stock for listing on the Over the Counter Bulletin Board maintained by NASD ("OTCBB"), we may not be successful in such efforts and our stock may never trade in any market.

Selling stockholders will sell at a fixed price of $.75 per share until our common shares are quoted on the Over-The-Counter Bulletin Board and thereafter at prevailing market prices, or privately Negotiated prices. See "Plan of Distribution."

Investing in our common stock involves very high risks. See "RISK FACTORS".

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information from that contained in this prospectus. The selling security holders are offering to sell and seeking offers to buy shares of our Common Stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our Common Stock.

No person is authorized in connection with this prospectus to give any information or to make any representations about us, the selling security holders, the securities or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied

upon as having been authorized by us or any selling security holder. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy the securities in any circumstances under which the offer or solicitation is unlawful. Neither the delivery of this prospectus nor any distribution of securities in accordance with this prospectus shall, under any circumstances, imply that there has been no change in our affairs since the date of this prospectus.

The date of this prospectus is May , 2006.


TABLE OF CONTENTS

	Page

Prospectus Summary	1
Risk Factors	2
Where You Can Find More Information	8
Use of Proceeds	9
Determination of Offering Price	9
Dilution	9
Selling Security Holders	10
Plan of Distribution	10
Dividend Policy	12
Legal Proceedings	12
Directors, Executive Officers, Promoters and Control Persons	12
Security Ownership of Certain Beneficial Owners and Management	13
Description of Securities	14
Interest of Named Experts and Counsel	15
Disclosure of Commission Position of Indemnification for Securities Act Liabilities	17
Organization Within Last Five Years	18
Description of Business	18
Management's Discussion and Analysis and Plan of Operation	20
Description of Property	25
Certain Relationships and Related Transactions	25
Certain Transactions	25
Market for Common Equity and Related Shareholder Matters	26
Executive Compensation	26
Legal Matters	27
Experts	27
Financial Statements	27
Changes In and Disagreements with Accountants	29
Indemnification of Directors and Officers	29
Other Expenses and Issuance and Distribution	29
Recent Sales of Unregistered Securities	30
Exhibits	31
Undertakings	32
Signatures	34

ITEM 3. SUMMARY INFORMATION AND RISK FACTORS

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Common Stock. You should read the entire prospectus, including "Risk Factors" and the consolidated financial statements and the related notes before making an investment decision.

In this prospectus, the "Company" and terms such as "we," "us" and "our," refer to Intelligent Buying, Inc., a California corporation.

About Intelligent Buying, Inc.

Intelligent Buying, Inc. was incorporated in the State of California on March 22, 2004. On March 22, 2004, the Company issued 10,000 shares of the Company’s common stock (an aggregate of 20,000 shares) to its founders, Eugene Malobrodsky and David Gorodyansky for a cash consideration of $200. On March 22, 2006, the Company issued 1,250,000 shares of its Preferred Stock to each of Eugene Malobrodsky and David Gorodyansky (2,500,100 Preferred Shares in the aggregate) in exchange for the 20,000 shares of the Company’s common stock which had been previously issued.

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. The Company’s products range from laptop computers to million-dollar servers. In this respect, the Company provides a valuable service to both the financial stakeholders of the selling businesses and the purchasers.

The Company is located in the heart of Silicon Valley and is therefore well-networked with venture capital firms which are the principal funding mechanism for the information technology industry. Venture funds comprise the Company’s most important contact with business opportunities. The principal categories of equipment sold by the Company comprise high-end switching and routing equipment manufactured by such companies as Cisco, Sun Microsystems, Foundry, Extreme Networks and Juniper. The Company also has a major focus on the evolving Voice Over Internet Protocol (“VOIP”) industry and seeks to become a major provider of switches, routers and related information technology for this industry. To date, the principal focus of the Company has been Silicon Valley. In the future, the Company intends to expand nationally, and ultimately, internationally. The Company utilizes its website, www.intelligentbuying.com as a principal vehicle to promote the sales of its inventory. In certain instances, the Company has the facility to conduct on-line sales of equipment through its website.

The Offering

The shares being offered for resale under this prospectus consist entirely of the outstanding shares of our common stock held by the selling stockholders identified herein. Said shares comprise approximately 43.8% of the issued and outstanding shares of common stock of the Company (not including the common share equivalents of any issued and outstanding preferred shares.

Shares of common stock offered by us: None

Shares of common stock which may be sold by the selling stockholders: 389,533

Use of proceeds: We will not receive any proceeds from the resale of shares offered by the selling stockholders hereby, all of which proceeds will be paid to the selling stockholders.

Risk factors: The purchase of our common stock involves a high degree of risk. You should carefully review and consider "High Risk Factors".

Selling stockholders will sell at a fixed price of $.75 until our common shares are quoted on the Over-The-Counter Bulletin Board and thereafter at prevailing market prices, or privately negotiated prices. See "Plan of Distribution."

Trading Market: None

RISK FACTORS

You should be aware that there are various risks to an investment in our common stock, including those described below. You should carefully consider these risk factors, together with all of the other information included in this prospectus, before you decide to invest in shares of our common stock.

RISKS RELATING TO THE BUSINESS

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

The Company commenced operations in 2004 and to date has operated on a relatively small scale. Through December 31, 2005, the Company has an accumulated deficit of $58,708, notwithstanding the fact that the founders and principal officers of the Company have worked without salary and the Company has operated with minimal overhead. We are an early stage company and have a limited history of operations and have not generated meaningful revenues from operations since our inception. We are faced with all of the risks associated with a company in the early stages of development. Our business is subject to numerous risks associated with a relatively new, low-capitalized company engaged in our business sector. Such risks include, but are not limited to, competition from well-established and well-capitalized companies, technological obsolescence and unanticipated difficulties regarding the marketing and sale of our inventory. There can be no assurance that we will ever generate significant commercial sales or achieve profitability. Should this be the case, investors in our common stock or other securities could lose their entire investment.

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

At this time, the sole officers and directors of the Company are the founders, Eugene Molobrodsky and David Gorodyansky, who are wholly responsible for the development and execution of our business. The founders are under no contractual obligation to remain employed by us, although neither has any intent to leave. If either of the founders should choose to leave us for any reason before we have hired additional personnel our operations may fail. Even if we are able to find additional personnel, it is uncertain whether we could find someone who could develop our business

along the lines described herein.

CONCENTRATED CONTROL RISKS

Our founders, Eugene Malobrodsky and David Gorodyansky, each own 1,250,000 shares of our preferred stock, which is convertible into an aggregate of 5,000,000 shares of common stock. Assuming conversion of all shares of preferred stock, Messrs. Malobrodsky and Gorodyansky would hold approximately 73% of the Company’s common stock. Prior to such conversion, Messrs. Malobrodsky and Gorodyansky control shares representing approximately 73% of the voting control of the Company. In addition, Messrs. Malobrodsky and Gorodyansky are the sole officers and directors of the Company. Messrs. Malobrodsky and Gorodyansky therefore have the power to make all major decisions regarding our affairs, including decisions regarding whether or not to issue stock and for what consideration, whether or not to sell all or substantially all of our assets and for what consideration and whether or not to authorize more stock for issuance or otherwise amend our charter or bylaws. He is in a position to elect all of our directors and to dictate all of our policies.

LACK OF EMPLOYMENT AGREEMENTS WITH KEY MANAGEMENT

We do not currently have employment agreements with either of Messrs. Malobrodsky and Gorodyansky or key man insurance on the life of either of them. Our future success will depend in significant part on our ability to retain and hire key management personnel. Competition for such personnel is intense and there can be no assurance that we will be successful in attracting and retaining such personnel.

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

We do not anticipate that our available capital resources will be adequate to fund our working capital requirements based upon our present and anticipated level of operations for the 12-month period commencing January 1, 2006. Unless we are able to access additional capital, we may not be able to expand our business and execute our business plan. Additional capital is required to purchase inventory, which is the life blood of our business. A shortage of such capital would affect our ability to fund our working capital requirements or expand operations. If we require additional capital, funds may not be available on acceptable terms, or at all. In addition, if we raise additional capital through the sale of equity securities (or seek acquisition through security issuances), the issuance of these securities would dilute existing shareholders. If funds are not available, this could materially adversely affect our financial condition and results of operations by not allowing us to expand our business (although we have not, to date, identified or targeted any firms for acquisition).

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

We do not presently have a traditional credit facility with a financial institution. The absence of a traditional credit facility with a financial institution could adversely impact our operations. If adequate funds are not otherwise available, we may be required to delay, scale back or eliminate portions of our operations and product development efforts.

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

No assurance can be given that we will be able to successfully achieve a critical mass of sales in order to cover our operating expenses and achieve sustainable profitability.

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

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

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

Our sales and marketing efforts have yielded limited revenues to date and we believe we will have to significantly expand our sales and marketing capabilities in order to establish sufficient awareness to launch broader sales of our products and support services. There can be no assurance that we will be able to expand our sales and marketing efforts to the extent we believe necessary or that any such efforts, if undertaken, will be successful in achieving substantial sales of our products or support services.

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

Evolving technology, updated industry standards, and frequent new product and service introductions characterize the network switching market, which represents one of our principal markets. Our current inventory could become obsolete at any time. Competitors could develop new products similar to or better than those in our inventory, which would render our inventory obsolete or significantly impact

the value of our inventory. In order to be competitive, we must continue to acquire new products that offer state of the art technology at lower price points than our competitors.

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

The network industry has experienced an erosion of the average product selling prices due to a number of factors, particularly competitive and macroeconomic pressures and rapid technological advancements. Our competitors have and will likely continue to lower sales prices from time to time in order to gain market share or create more demand. We may have to reduce the sales prices of our products in response to such intense pricing competition, which could cause our gross margins to decline and may adversely affect our business, operating results or financial condition.

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

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

OUR FAILURE TO MANAGE GROWTH EFFECTIVELY COULD IMPAIR OUR SUCCESS.

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

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

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

RISKS RELATED TO THIS OFFERING

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

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

NO ESTABLISHED MARKET PRICE FOR THE SHARES

Currently, there is no established market for our stock. As a result, the price at which you purchase shares of common stock may not be indicative of the price of our stock that will prevail in the trading market. You may be unable to sell your shares of common stock at or above your purchase price, which may result in substantial losses to you. Moreover, in the past, securities class action litigation has often been brought against a company following periods of volatility in the market price of its

securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and divert management's attention and resources.

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

We cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of common stock for sale will have on the market price prevailing from time to time. As of this date, the major portion of our outstanding securities are restricted under the Securities Act of 1933, as amended. We also have outstanding Series A Convertible Preferred Stock which will convert into approximately 6,000,000 shares of common stock. Sales of shares of our common stock in the public market, or the perception that sales could occur, could adversely affect the market price of our common stock. Any adverse effect on the market price of our common stock could make it difficult for us to raise additional capital through sales of equity securities at a time and at a price that we deem appropriate.

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

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

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

We have never paid a dividend to our shareholders, and we intend to retain our cash for the continued development of our business. We do not intend to pay cash dividends on our

common stock in the foreseeable future. As a result, your return on investment will be solely determined by your ability to sell your shares in a secondary market.

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

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the U.S. Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, a registration statement on Form SB-2, under the Securities Act for the common stock offered by this prospectus. We have not included in this prospectus all the information contained in the registration statement and you should refer to the registration statement and its exhibits for further information.

Any statement in this prospectus about any of our contracts or other documents is not necessarily complete. If the contract or document is filed as an exhibit to the registration statement, the contract or document is deemed to modify the description contained in this prospectus. You must review theexhibits themselves for a complete description of the contract or document.

The registration statement and other information may be read and copied at the Commission's Public Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The SEC maintains a web site (HTTP://WWW.SEC.GOV.) that contains the registration statements, reports, proxy and information statements and other information regarding Companies that file electronically with the SEC such as us.

You may also read and copy any reports, statements or other information that we have filed with the SEC at the addresses indicated above and you may also access them electronically at the web site set forth above. These SEC filings are also available to the public from commercial document retrieval services.

You may request, and we will voluntarily provide, a copy of our filings, including our annual report which will contain audited financial statements, at no cost to you, by writing or telephoning us at the following address:

Intelligent Buying, Inc.

260 Santa Ana Court

Sunnyvale, CA 94085

(408) 744-1002

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Our disclosure and analysis in this prospectus contain some forward-looking statements. Certain of the matters discussed concerning our operations, cash flows, financial position, economic performance and financial condition, including, in particular, future sales, product demand, competition and the effect of economic conditions include forward-looking statements within the meaning of section 27A of the Securities Act of 1933, referred to herein as the Securities Act, and Section 21E of the Securities Exchange Act of 1934, referred to herein as the Exchange Act.

Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates" and similar expressions are forward-looking statements. Although we believe that these statements are based upon reasonable assumptions, including projections of orders, sales, operating margins, earnings, cash flow, research and development costs, working capital, capital expenditures, distribution channels profitability, new products, adequacy of funds from operations, these statements and other projections and statements contained herein expressing general optimism about future operating results and non-historical information, are subject to several risks and uncertainties, and therefore, we can give no assurance that these statements will be achieved. Investors are cautioned that our forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from the expectations expressed in the forward-looking statements.

As for the forward-looking statements that relate to future financial results and other projections, actual results will be different due to the inherent uncertainty of estimates, forecasts and projections and may be better or worse than projected. Given these uncertainties, you should not place any reliance on these forward-looking statements. These forward-looking statements also represent our estimates and assumptions only as of the date that they were made. We expressly disclaim a duty to provide updates to these forward-looking statements, and the estimates and assumptions associated with them, after the date of this filing to reflect events or changes in circumstances or changes in expectations or the occurrence of anticipated events.

We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. You are advised, however, to consult any additional disclosures we make in our Form 10-KSB, Form 10-QSB and Form 8-K reports to the SEC. Also note that we provide a cautionary discussion of risk and uncertainties under the caption "Risk Factors" in this prospectus. These are factors that we think could cause our actual results to differ materially from expected results. Other factors besides those listed here could also adversely affect us. This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995.

ITEM 4. USE OF PROCEEDS

We will not receive any of the proceeds from the sale of shares of the common stock offered by the selling stockholders. We are registering all 389,533 of our currently outstanding shares of common stock for resale to provide the holders thereof with freely tradable securities, but the registration of such shares does not necessarily mean that any of such shares will be offered or sold by the holders thereof.

ITEM 5. DETERMINATION OF OFFERING PRICE

There is no established public market for the common equity being registered. The Company has utilized the price of the most recent sales transaction. The shares being registered were sold during March 2006. Accordingly, in determining the offering price, the Company has utilized the actual cash price paid by the purchasers of the shares being registered, $.75 per share.

ITEM 6. DILUTION

In view of the fact that all shares which are the subject of this registration are selling shareholder shares which are presently issued and outstanding, and no new shares are to being issued in

connection therewith, there will be no dilution as a result of this offering.

ITEM 7. SELLING SECURITY HOLDERS

All shares offered under this prospectus may be sold from time to time for the account of the selling stockholders named in the following table. The table also contains information regarding each selling stockholder's beneficial ownership of shares of our common stock as of March 31, 2006.


Selling Security Holders	Current Shares Owned Before Offering	Shares Being Offered	Amount To Be Owned Be Owned After Offering Complete	Relationship To the Company Or Affiliates
Sophia Malobrodsky	253,333	253,333	0	10% Holder
Elizabeth Theriot	4,000	4,000	0	Stockholder Only
Marc E. Hoag	1,334	1,334	0	Stockholder Only
Peter Hoag	4,000	4,000	0	Stockholder Only
Tatyana Dolgin	1,000	1,000	0	Stockholder Only
James Lawrence	1,333	1,333	0	Stockholder Only
Eugene Sterenzat	4,000	4,000	0	Stockholder Only
Vladimir Emakov	4,000	4,000	0	Stockholder Only
Laurence Nathanson	4,000	13,333	0	Stockholder Only
Michael Hill	4,000	800	0	Stockholder Only
Igor Vainshtain	4,000	533	0	Stockholder Only
Era Zelenko	4,000	400	0	Stockholder Only
Howard Weiss	4,000	4,000	0	Stockholder Only
Ilya Perlov	20,400	20,400	0	Stockholder Only
Ruth Weiss	4,000	4,000	0	Stockholder Only
Valentia Properties, Inc.	4,000	4,000	0	Stockholder Only
Tyler International, Inc.	4,000	4,000	0	Stockholder Only
Costa Azul Alliance, SA	4,000	4,000	0	Stockholder Only
Westhaven Properties, Inc.	4,000	4,000	0	Stockholder Only
Granada Enterprises, Inc.	4,000	4,000	0	Stockholder Only
Miraflores Corp.	4,000	4,000	0	Stockholder Only
Red Springs Trading Corp.	4,000	4,000	0	Stockholder Only
Dennton Financial Limited	4,000	4,000	0	Stockholder Only
Palmbrook Holdings, SA	4,000	4,000	0	Stockholder Only
Abram H. Cohen	4,000	4,000	0	Stockholder Only
Rachel Cohen	4,000	4,000	0	Stockholder Only
Andrey Litin	400	400	0	Stockholder Only
Dmitry Kondratyev	667	667	0	Stockholder Only
Gila Cohen	4,000	4,000	0	Stockholder Only
Avi Cohen	4,000	4,000	0	Stockholder Only


Rachel Blass	4,000	4,000	0	Stockholder Only
Miriam Blass	4,000	4,000	0	Stockholder Only
Royce Diener	4,000	4,000	0	Stockholder Only
Elie Jeidel	4,000	4,000	0	Stockholder Only
Sheldon Leibenstein	4,000	4,000	0	Stockholder Only
	Totals	389,533	389,533

None of the Selling Security Holders are broker/dealers or affiliates of broker/dealers.

ITEM 8. PLAN OF DISTRIBUTION

The selling stockholders may offer the shares at various times in one or more of the following transactions:

on any market that might develop;

in transactions other than market transactions;

by pledge to secure debts or other obligations;

(if a market should develop) in connection with the writing of non-traded and exchange-traded call options, in hedge transactions and in settlement of other transactions in standardized or over-the-counter options;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account; or

in a combination of any of the above.

Each of the selling stockholders will sell at a fixed price of $.75 per share until our common shares are quoted on the Over-The-Counter Bulletin Board and thereafter at prevailing market prices, or privately negotiated prices.

In order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers.

The selling stockholders may use broker-dealers to sell shares. If this happens, broker-dealers will either receive discounts or commissions from the selling stockholders, or they will receive commissions from purchasers of shares for whom they have acted as agents.

Affiliates and/or promoters of the Company who are offering their shares for re-sale and any broker-dealers who act in connection with the sale of the shares hereunder will be deemed "underwriters" of the offering within the meaning of the Securities Act, and any commissions they receive and proceeds of any sale of the shares may be deemed to be underwriting discounts and commissions under the Securities Act.

We will pay all expenses incident to the registration, offering and sale of the shares to the public other

than commissions or discounts of underwriters, broker-dealers or agents. We also agreed to indemnify the selling stockholders and certain related persons against certain liabilities, including liabilities under the Securities Act.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable.

This offering will terminate on the earlier of (a) the date on which the shares are eligible for resale without restrictions pursuant to Rule 144 under the Securities Act or (b) the date on which all shares offered by this prospectus have been sold by the selling stockholders.

Limitations Imposed by Regulation M

-----------------------------------

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to our common stock for a period of two business days prior to the commencement of such distribution. In addition and without limiting the foregoing, each selling stockholder will be subject to applicable provisions of the Exchange Act and the associated rules and regulations thereunder, including, without limitation, Regulation M, which provisions may limit the timing of purchases and sales of shares of our common stock by the selling stockholders. We will make copies of this Prospectus available to the selling stockholders and have informed them of the need for delivery of copies of this Prospectus to purchasers at or prior to the time of any sale of the shares offered hereby. We assume no obligation to so deliver copies of this Prospectus or any related prospectus supplement.

DIVIDEND POLICY

We have never paid a cash dividend on our common stock and we do not anticipate paying cash dividends in the foreseeable future. Moreover, any future credit facilities might contain restrictions on our ability to declare and pay dividends on our common stock. We plan to retain all earnings, if any, for the foreseeable future for use in the operation of our business and to fund the pursuit of future growth. Future dividends, if any, will depend on, among other things, our results of operations, capital requirements and on such other factors as our Board of Directors, in its discretion, may consider relevant.

ITEM 9. LEGAL PROCEEDINGS

None.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth information with respect to our directors and executive officers.

Name

Age

Position

-------------------------- ------- ---------------------------------------

Eugene Malobrodsky 24

Chief Executive Officer, Secretary and

Director

David Gorodyansky 24

President, Chief Operating Officer

And Chief Financial Officer

David Gorodyansky . Founded Intelligent Buying Inc. in 2004. In 2001, he launched a B2B Web service, in the field of Competitive Intelligence, which, in turn, gave rise to the spin-off of a large network of IT Service Management portals. Earlier work experience has included several years of wireless research and planning at Remedy Corporation, Fulcrum Management, and work with analyst companies such as Gartner Group, IDC, and Meta Group. David is a member of the Society of Competitive Intelligence Professionals and an advisor on the Technology Expert Council to Gavin Newsom, the mayor of San Francisco. He was also is the Co-Founder and currently serves as President of AnchorFree Wireless Inc., one of the nation's largest Free Wi-Fi networks.

Eugene Malobrodsky , Co-Founded Intelligent Buying Inc. and was active in initially funding and growth of the company. He is currently in charge of technical operations and strategy planning. Prior work included management positions at SimilTrans, WebEver, and Data Management Systems. He brings to the Company over eight years of experience in data networking and subscription based start-up development. He also currently serves as a Senior Vive President of AnchorFree Wireless, Inc., one of the nation's largest Free Wi-Fi networks.

Committees of the Board of Directors

Messrs Malobrodsky and Gorodyansky are is currently our only directors. Concurrent with having sufficient members and resources, the board of directors will establish an audit committee and a compensation committee. The audit committee will review the results and scope of the audit and other services provided by the independent auditors and review and evaluate the system of internal controls. The compensation committee will manage the stock option plan and review and recommend compensation arrangements for the officers. No final determination has yet been made as to the memberships of these committees or when we will have sufficient members to establish committees.

All directors will be reimbursed by the Company for any expenses incurred in attending directors' meetings provided that the Company has the resources to pay these fees. The Company will consider applying for officers and directors liability insurance at such time when it has the resources to do so.

Audit Committee and Audit Committee Financial Expert

We do not currently have an audit committee financial expert, nor do we have an audit committee. Our entire board of directors, which currently consists of Messrs. Malobrodsky and Gorodyansky, handle the functions that would otherwise be handled by an audit committee. We do not currently have the capital resources to pay director fees to a qualified independent expert who would be willing to serve on our board and who would be willing to act as an audit committee financial expert. As our business expands and as we appoint others to our board of directors we expect that we will seek a qualified independent expert to become a member of our board of directors. Before retaining any such expert our board would make a determination as to whether such person is independent.

Code of Ethics

On March 1, 2006, our board of directors adopted a code of ethics that our principal financial officer, principal accounting officer or controller and any person who may perform similar functions is subject to. Currently, Messrs. Malobrodsky and Gorodyansky are the only officers and directors of

the company who are subject to the Code of Ethics. If we retain additional officers in the future to act as our principal financial officer, principal accounting officer, controller or persons serving similar functions, they would become subject to the Code of Ethics. The Code of Ethics does not indicate the consequences of a breach of the code. If there is a breach, the board of directors would review the facts and circumstances surrounding the breach and take action that it deems appropriate, which action may include dismissal of the employee who breached the code. Currently, since Messrs. Malobrodsky and Gorodyansky serve as the sole directors and officers, they are responsible for reviewing his own conduct under the Code of Ethics and determining what action to take in the event of his own breach of the Code of Ethics. A copy of the code of ethics appears as Exhibit 14.1 to this registration statement.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT

As of March 31, 2006, we had 889,533 shares of common stock outstanding which are held by 39 shareholders. In addition, we had 3,000,000 shares of preferred stock issued and outstanding, which, upon conversion, will become 6,000,000 shares of common stock. The chart below sets forth the ownership, or claimed ownership, of certain individuals and entities. This chart discloses those persons known by the board of directors to have, or to claim to have, beneficial ownership of more than 5% of the outstanding shares of our common stock as of March 31, 2006; of all directors and executive officers of the Company; and of our directors and officers as a group.


Name and Address of Beneficial Owner	Number of Shares Beneficially Owned	Percent of Class
Sophia Malobrodsky 10 San Clemente Way Mountain View, CA 94043	253,333 (1)	28.48%
Altitude Group, LLC 2264 82nd St. Brooklyn, NY 11214	500,000	56.21%
Eugene Malobrodsky 10166 Danube Dr Cupertino CA, 95014	0 (2)	0.00% (1)
David Gorodyansky 362 Orchard Sunnyvale, CA 94085	0 (3)	0.00% (2)
Officers and Directors as a group (2 persons)	0 (4)	0.00% (3)

Sophia Malobrodsky is the mother of Eugene Malobrodsky.

Eugene Malobrodsky holds 1,250,000 shares of preferred stock which is convertible into 2,500,000 shares of common stock. Assuming the conversion of all preferred stock to common stock, his shares would comprise 37.40% of all issued and outstanding common shares.

David Gorodyansky holds 1,250,000 shares of preferred stock which is convertible into 2,500,000 shares of common stock. Assuming the conversion of all preferred stock to common stock, his shares would comprise 37.40% of all issued and outstanding common shares.

In the aggregate, Eugene Malobrodsky and David Gorodyansky, the sole officers and directors of the Company, hold 2,500,000 shares of preferred stock which is convertible into 5,000,000 shares of common stock. Assuming the conversion of all preferred stock to common stock, these shares would comprise 74.80% of all issued and outstanding common shares.

ITEM 12. DESCRIPTION OF SECURITIES

Introduction

Our articles of incorporation originally authorized the issuance of 25,000 shares of common stock, no par value. On March 22, 2006, we amended our articles of incorporation to authorize the issuance of 50,000,000 shares of common stock, $0.001 par value and 25,000,000 shares of preferred stock, par value $0.001. (see Exhibit 3.1) On March 22, 2006, we also filed a Certificate of Determination with the Secretary of State of the State of California creating a series of preferred stock comprising 5,000,000 shares of Series A Convertible Preferred Stock, par value $0.001, and designating the rights and preference relating thereto. (see Exhibit 4.2).

Preferred Stock

Our articles of incorporation, as amended, authorize the issuance of 25,000,000 shares of preferred stock with designations, rights and preferences as detailed in the Certificate of Determination filed with the Secretary of State of California on March 22, 2006. (See Exhibit 4.2). At March 31, 2006, the Company had 3,000,000 shares of preferred stock issued and outstanding. 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

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 our 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, our Board of Directors may determine, without further vote or action by our 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.

We presently do not presently have plans to issue any additional shares of preferred stock. However, preferred stock could be used to dilute a potential hostile acquirer. Accordingly, any future issuance of preferred stock or any rights to purchase preferred shares may have the effect of making it more difficult for a third party to acquire control of us. This may delay, defer or prevent a change of control in our company or an unsolicited acquisition proposal. The issuance of preferred stock also could decrease the amount of earnings attributable to, and assets available for distribution to, the holders of our common stock and could adversely affect the rights and powers, including voting rights, of the holders of our common stock.

Common Stock

Our articles of incorporation, as amended, authorize the issuance of 50,000,000 shares of common stock. There are 889,533 shares of our common stock issued and outstanding at March 31, 2006, which shares are held by thirty-four shareholders.

The holders of our common stock:

have equal ratable rights to dividends from funds legally available for payment of dividends when, as and if declared by the board of directors;

are entitled to share ratably in all of the assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

do not have preemptive, subscription or conversion rights, or redemption or access to any sinking fund; and

are entitled to one non-cumulative vote per share on all matters submitted to stockholders for a vote at any meeting of stockholders.

Authorized but Un-issued Capital Stock

California law does not require stockholder approval for any issuance of authorized shares. However, the marketplace rules of the NASDAQ, which would apply only if our common stock were listed on the NASDAQ, require stockholder approval of certain issuances of common stock equal to or exceeding 20% of the then-outstanding voting power or then-outstanding number of shares of common stock, including in connection with a change of control of the Company, the acquisition of the stock or assets of another company or the sale or issuance of common stock below the book or market value price of such stock. These additional shares may be used for a variety of corporate purposes, including future public offerings to raise additional capital or to facilitate corporate acquisitions.

One of the effects of the existence of un-issued and unreserved common stock may be to enable our board of directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our board by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and

possibly deprive the stockholders of opportunities to sell their shares of our common stock at prices higher than prevailing market prices.

Shareholder Matters

As a California corporation, we are subject to the California Corporation Code ("California law"). Certain provisions of California law creates rights that might be deemed material to our shareholders. Other provisions might delay or make more difficult acquisitions of our stock or changes in our control or might also have the effect of preventing changes in our management or might make it

more difficult to accomplish transactions that some of our shareholders may believe to be in their best interests.

Dissenters' Rights.

Among the rights granted under California law which might be considered as material is the right for shareholders to dissent from certain corporate actions and obtain payment for their shares (see California Corporation Code §§ 1300-1313). This right is subject to exceptions, summarized below, and arises in the event of mergers or plans of exchange. This right normally applies if shareholder approval of the corporate action is required either by Delaware law or by the terms of the articles of incorporation.

Inspection Rights.

California law also specifies that certain shareholders are to have the right to inspect company records. This right extends to any person or persons holding, or authorized in writing by the holders of, at least 5% of our outstanding shares. Shareholders having this right are to be granted inspection rights upon five days' written notice. (see California Corporation Code §§ 1600-1605.

Transfer Agent

The Transfer Agent for our common stock is Computershare Trust Company, 350 Indiana Street, Suite 800, Golden, CO 80401, telephone number 800-962-4284.

ITEM 13. INTEREST OF NAMED EXPERTS AND COUNSEL

No “expert” or “counsel” (as the terms are defined in Item 509 of Regulation S-B promulgated under the Securities Act of 1933) was hired on a contingent basis, will receive a direct or indirect interest in the Company or was a promoted, underwriter, voting trustee, director, officer or employee of the Company.

ITEM 14. DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

The Company does not currently have any provision for indemnification of directors, officers and controlling persons against liability under the Securities Act in its organizational documents. Notwithstanding, the Company reserves the right to adopt such indemnification provisions in the future consistent with applicable California law. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

ITEM 15. ORGANIZATION WITHIN LAST FIVE YEARS

See “ITEM 19. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS”, below.

ITEM 16. DESCRIPTION OF BUSINESS

technology assets by businesses which are ceasing operations and to resell these assets to evolving technology companies at a fraction of the original cost. The Company’s products range from laptop computers to million dollar servers. In this respect, the Company provides a valuable service to both the financial stakeholders of the selling businesses and the purchasers.

Our Market

Management believes that there exists a large and growing demand for networking, switching, routers and related information technology equipment in the world market. We believe that the significant growth in the use of VOIP equipment will continue and will comprise a major part of our business for the foreseeable future. While Silicon Valley is and has been our principal market, we see substantial demand for our products and services on the U.S. east coast and internationally, particularly in Asia and the ASEAN/India markets.

Market Description

-------------------

The market for our products and services is highly-fragmented and there is presently no well-organized market for used information technology equipment and the re-marketing of the same. In this respect, at this time our market niche is essentially a “cottage industry” and our goal is to become the major player in the industry in the same manner as eBay has become the major player in the online auction industry. Our initial principal focus has been to work with the venture capital community as a vehicle for the orderly disposition of information technology equipment owned by companies which are or have ceased operations and to identify equipment which is required by emerging companies which have a need for this equipment. While we cannot quantify the gross size of this market, our experience is that this market niche is substantial and that it is largely underserved by entities with a specific focus on it. As the demand for high-quality information technology equipment grows, we believe that the demand for late-model used equipment will grow concurrently, if not at a faster pace. We believe that the demand may grow the fastest in markets outside the United States where there is a strong market acceptance for second-hand equipment and the general demand for such equipment has been growing at a faster pace than in the U.S. markets due to extensive outsourcing by American industry.

Competition

Our primary competition is the original manufacturers of the equipment we sell such as Cicso, Sun Microsystems and the like. Notwithstanding, we believe that we can work in concert with the

manufacturers as a clearing house for excess products outside of their normal marketing channels. Our major competitive advantage is price, as our inventory is generally available to the public at prices which are substantially below the prices for new equipment. Our inventory is also available for immediate delivery. We do face competition from other online auction services such as eBay, Overstock.com and uBid.com. While we believe that our services are superior to these competitors due to our specialized focus on the market, these entities have financial and other resources which are, and will for the foreseeable future be, significantly greater than ours. We also face competition from many smaller entities and equipment retailers who have acted as brokers for the disposition of second-hand equipment. Most of these entities deal primarily with local markets and have limited financial resources, which tend to restrict the size and scope of their operations. The Company does not rely upon a single large customer or a high concentration of a few customers. Rather, the Company serves and markets to the general public and relies upon a large number of individual customers to comprise its sales. While the Company does not have a strong reliance on any one or concentration of a few select customers, marketing to the consumer audience may create the need for advertising and marketing to the general public, which may require significant time and expense with no guaranteed return in sales or customers.

Employees

---------

As of March 31, 2006, we had three employees in addition to our founders. We do not anticipate entering into any collective bargaining agreements.

ITEM 17. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

SELECTED FINANCIAL DATA:

The following selected financial data should be read in conjunction with the financial statements and the notes thereto included elsewhere in this prospectus.

Balance Sheet Data:

As of As of

December 31, 2005 December 31, 2004

Assets $ 40.558

55,607

Liabilities $ 99,066 $

90.084

Common Stock 25,000 at

12/31/04 and 12/31/05 $ 0 $ 0

Additional Paid In Capital $ 200 $ 200

Accumulated Deficit

$ (58,708) $ (34,677)

Total Stockholders' Equity (Deficit)$ (58,508) $ (34,477)

Year Ended Year Ended

December 31, 2005 December 31, 2004

Statement of Operations Data:

Net Sales $ 279,103 $ 543,717

Operating Expenses $ 303,134 $ 578,394

Net Loss $ (24,031) $ (34,677)

Basic and Diluted Loss Per Share $ (1.20) $ (1.73)

Weighted Average Number of Shares 20,000 20,000

Outstanding

Our Company is subject to the risks and uncertainties frequently encountered by companies in the highly competitive market for information technology equipment as well as the uncertainty generally associated with the online auction market. These risks include the decline in demand for the Company’s inventory, unavailability of products at prices which will support the Company’s business plan, if at all, pricing compression in the market for new information technology equipment among major manufacturers, inability to provide appropriate service for products sold, lack of funds to purchase new inventory and inability to turn accounts receivable in a timely manner and the inability to maintain and increase the levels of traffic on our online services, among others.

Plan of Operations

a. General

The extent of our operations over the next twelve (12) months will be determined by our ability to access and purchase new inventory on terms which are attractive in the market and consistent with our business plan. As we expand our business, this will require a continuing access to additional capital, and there is no guarantee that we will be able to access such capital on terms acceptable to the Company, if at all. While we cannot predict exactly what our level of activity will be over the next 12 months, past experience leads us to believe that available capital resources will not be adequate to fund working capital requirements for the 12 month period which commenced January 1, 2006.

We will attempt to not incur any cash obligations that we cannot satisfy with known resources, which are currently very limited.

The Company does not believe that period-to-period comparisons of its operating results are necessarily meaningful nor should they be relied upon as reliable indicators of future performance, thus making it difficult to accurately forecast quarterly and annual revenues and results of operations. In addition, our operating results are likely to fluctuate significantly from quarter to quarter, and year-to-year, as a result of several factors, many of which are outside our control, and any of which could materially harm our business. These factors include:

fluctuations in the demand for high-end information technology equipment such as networking equipment and routers;

the unpredictability of our success in any new revenue and cost reduction initiatives;

inability to acquire new inventory on terms which will result in acceptable profit margins on sale;

obsolescence of our inventory;

changes in the level of traffic on our website; and

fluctuations in marketing expenses and technology infrastructure costs.

Our revenues for the foreseeable future will remain primarily dependent on our ability to acquire inventory on a continuing basis and the demand for such information technology equipment in the marketplace and user traffic levels on our website. As aforesaid, future revenues are difficult to forecast. The Company may be unable to adjust spending quickly enough to offset any unexpected increase in demand for the product lines of the Company or a reduction in revenues in a particular quarter or year, which may materially adversely affect our business, financial condition and results of operations.

b. Expansion Plans

----------------

Our initial activities were largely focused on the Silicon Valley market. Since Silicon Valley is the most important information technology market in the United States, we expect that this will be our principal market for the foreseeable future. Recently, we have enlarged the scope of such activities to the U.S. east coast and we plan to open an office in New York in the reasonably foreseeable future. Thereafter, and assuming that domestic operations are meeting our business plans, we intend to expand internationally, with particular focus on Asia and the ASEAN/India markets. This expansion will obviously be subject to our ability to access additional capital and establish contacts and recruit qualified personnel in the new markets. The raising of such additional capital could be on a basis which is dilutive to our then-existing shareholder base.

Current and Anticipated Expenses

--------------------------------

The Company has embarked upon an effort to become a public company and by doing so, has incurred and will continue to incur additional significant expenses for both legal, accounting and related services. Once the Company becomes a public entity, subject to the reporting requirements of the Securities Exchange Act of 1934, there will be ongoing expenses associated with the ongoing professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements as well as costs to be incurred for (i) increased marketing and advertising to support any growth in sales for the Company; (ii) potential to hire additional personnel to manage and expand the Company's operations. Current monthly expenses to run the Company, prior to our choosing to become a public company averaged $20,016. Since we have undertaken the process of audits and the filing of a registration statement, our average monthly expenses have increased to approximately $23,944 per month. Moving forward, and dependent upon the execution of our business plan, we anticipate that our monthly expenses can increase to $69,000-$85,000 per month within the next twelve months.

Officers’ Compensation and Loans

-----------------------------------

Neither Mr. Malobrodsky nor Mr. Gorodyansky has not received or accrued any compensation to date and has no written contract or any commitment to receive annual compensation. Messrs. Malobrodsky

and Gorodyansky have agreed to forego any salary until such time as the Company has sufficient revenues therefore and/or receives sufficient outside financing.

In the past, our founders have advanced funds to the Company as required. If, and when necessary, our founders may, at their sole option, advance funds to cover additional working capital as deemed necessary. These funds are not expected to exceed $100,000, will be evidenced by a non-interest bearing unsecured corporate note, and will be treated as loans to be repaid, if and when we have the financial resources to do so. The costs associated with this registration statement have been funded by the sales of the common stock which is the subject of this registration. The Company anticipates that such funds will be more than sufficient to cover such costs.

During fiscal year 2004, Sophia Malobrodsky made a non-interest-bearing loan advance to the Company, payable on demand, in the amount of $38,000. On March 22, 2006, the outstanding balance of $38,000 was exchanged for 253,333 shares of the Company’s common stock ($0.15 per share).

During fiscal year 2005, Ilya Perlov made a non-interest-bearing loan advance to the Company, payable on demand, in the amount of $3,000. On March 22, 2006, the outstanding balance of $3,000 was exchanged for 20,000 shares of the Company’s common stock ($0.15 per share).

While we cannot predict exactly what our level of activity will be over the next 12 months, past experience leads us to believe that available capital resources will not be adequate to fund working capital requirements for the 12 month period which commenced January 1, 2006. We will therefore need to access additional capital through the issuance of additional equity and debt securities and other forms of outside funding, including additional loans from officers, directors and shareholders of the Company. There is no assurance can be accomplished to the necessary extent, if at all. (See "Liquidity").

Liquidity

As of December 31, 2005 we had $2,197 in cash and $3,044 in accounts receivable and a negative net working capital of $58,508.

We anticipate 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, 2006. A shortage of capital would affect our ability to fund our working capital requirements. If we require additional capital, funds may not be available on acceptable terms, if at all. In addition, if we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could dilute existing shareholders. If funds are not available, this could materially adversely affect our financial condition and results of operations.

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

To meet commitments that are greater than 12 months in the future, we will have to operate our

business in such a manner as produce positive cash flow and enhance our exposure in the market. There does not currently appear to be any other viable source of long-term financing except that management may consider various sources of debt and/or equity financing if same can be obtained on terms deemed reasonable to management.

Results of Operations for Comparative Years Ended December 31, 2005 and December 31, 2004

The following table summarizes the results of operations during the twelve-month period ended December 31, 2005 and for the period from inception (March 22, 2004) through December 31, 2004:


Line Item	12/31/05 (audited)	12/31/04 (audited)	Increase (Decrease)	Percentage Increase (Decrease)

Sales	$279,103	$543,717	($264,614)	(48.7%)
Net loss	(24,031)	(34,677)	(10,446)	(30.7%)
Operating Expenses	303,134	578,394	(275,260)	(47.6%)
Earnings (loss) per share of common stock	(1.20)	(1.73)	0.53	30.6%

Comparisons between Cost of Sales Selling, Administrative and General Expenses for the twelve-month period ended December 31, 2005 and for the period from inception (March 22, 2004) through December 31, 2004 are as follows:


	12 Mos. Ended 12/31/2005	Period Ended 12/31/2004
Cost of Sales	$155,849	$312,408
Ratio of Cost of Sales to Sales	55.8%	57.5%
Selling, General and Administrative Expenses	$147,118	$265,838

We had a net loss of $24,031 for the twelve months ended December 31, 2005 as compared with a net loss of $34,677 for the period from inception (March 22, 2004) through December 31, 2004. This decreased loss was primarily due to significantly decreased selling, general and administrative expenses while maintaining a relatively stable ratio of cost of sales to sales.

Operating expenses amounted to $303,134 for the twelve ended December 31, 2005 and $578,394 for the period from inception (March 22, 2004) through December 31, 2004. The decrease in operating expenses was principally due to the sharing of certain expenses with another company controlled by the officers and directors of the Company.

The Company’s sales in any given period is a direct result of the working capital the Company has available for the purchase of inventory. The significant decrease in Sales for the twelve-month period ended December 31, 2005 is a direct result of the Company’s lack of working capital during that period.

Seasonality

Our business, revenues and operating results are not generally affected by any seasonality.

Inflation

Our business, revenues and operating results are not affected in any material way by inflation.

Recent Accounting Pronouncements

No new pronouncement issued by the Financial Accounting Standards Board, the American Institute of Certified Public Accountants or the Securities and Exchange Commission is expected to have a material impact on the Company's financial position or reported results of operations.

Impact of Certain Trends and Events

The Company’s business is subject to various trends in the information technology industry and general conditions in the world economy. No individual trend or event would be expected to have a material impact on the Company’s operations, although a number of factors occurring simultaneously could, in the aggregate materially affect the Company’s ability to achieve its business plan. Among these trends would be a material compression in the pricing of new information technology equipment or a serious oversupply of such equipment on the worldwide market. Significant changes in technology could render certain parts of the Company’s unsold inventory obsolete. Finally, the Company’s inability to access capital could seriously inhibit its ability to compete in the market.

ITEM 18. DESCRIPTION OF PROPERTY

Our Company currently maintains its executive offices at 260 Santa Ana Court Sunnyvale, CA 94085. At this time, the Company occupies this space on the basis of an oral month-to-month lease at a rental of $1,500.00 per month. The Company expects to enter into a more formal lease arrangement in the future.

ITEM 19. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Sophia Malobrodsky, a shareholder of the company holding approximately 28.48% of the Company’s issued and outstanding common stock is the mother of Eugene Malobrodsky, the Company’s Chief Executive Officer. Royce Diener, an owner of 4,000 shares of common stock of the Company is the father of the Company’s counsel, Robert L. B. Diener.

CERTAIN TRANSACTIONS

On March 22, 2004, the Company issued 10,000 shares of common stock to each of the Company’s founders, Eugene Malobrodsky and David Gorodyansky for a cash consideration of $200. At the time, the founders became the sole shareholders of the Company.

During fiscal year 2004, Sophia Malobrodsky made a non-interest-bearing loan advance to the Company, payable on demand, in the amount of $38,000. On March 22, 2006, Sophia Malobrodsky exchanged the outstanding balance of said loan advance ($38,000) owed by the Company to her for 253,333 shares of common stock. Said shares were issued at an exchange rate of one share for each $0.15 of debt.

During fiscal year 2005, Ilya Perlov made a non-interest-bearing loan advance to the Company, payable on demand, in the amount of $3,000. On March 22, 2006, Ilya Perlov exchanged the outstanding balance of said loan advance ($3,000) owed by the Company to him for 20,000 shares of common stock. Said shares were issued at an exchange rate of one share for each $0.15 of debt.

On March 22, 2006, the company issued 500,000 shares of common stock to Altitude Group, LLC pursuant to the terms of a Financial Services Agreement entered into by the Company on said date. A copy of the Altitude Group Financial Services Agreement is attached hereto as Exhibit 10.1.

On March 22, 2006, the Company exchanged 1,250,000 shares of its preferred stock for the 10,000 shares of common stock held by each of the Company’s founders, Eugene Malobrodsky and David Gorodyansky.

On March 31, 2006, the Company completed a limited offering of common shares pursuant to the exemption from registration detailed in Rule 506 promulgated under the Securities Act of 1933. Pursuant to this offering, the Company sold an aggregate of 116,200 shares of common stock to 35 purchasers at $0.75 per share which netted the Company gross proceeds of $87,150.

On March 31, 2006, the Company issued 500,000 shares of its preferred stock to Lionheart Associates, LLC pursuant to the terms of a Financial Services Agreement entered into by the Company on said date. A copy of the Lionheart Associates Financial Services Agreement is attached hereto as Exhibit 10.2.

Our Company currently maintains its executive offices at 260 Santa Ana Court Sunnyvale, CA 94085. See "Description of Property".

ITEM 20. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is no public market for our common stock and no public market may ever develop. While we will seek to obtain a market maker after the effective date of this prospectus to apply for the inclusion of our common stock in the OTCBB, we may not be successful in our efforts and owners of our common stock may not have a market in which to sell the same. Even if the common stock were quoted in a market, there may never be substantial activity in such market, if there is substantial activity, such activity may not be maintained, and no prediction can be made as to what prices may prevail in such market.

There is no Intelligent Buying common equity subject to outstanding options or warrants to purchase or securities convertible into common equity of the Company.

The Company has agreed to register the 389,533 shares of the Company’s Common Stock

Outstanding for sale by security holders.

ITEM 21. EXECUTIVE COMPENSATION

Neither Mr. Malobrodsky nor Mr. Gorodyansky has not received or accrued any compensation to date and has no written contract or any commitment to receive annual compensation. Messrs. Malobrodsky and Gorodyansky have agreed to forego any salary until such time as the Company has sufficient revenues therefore and/or receives sufficient outside financing.

LEGAL MATTERS

The validity of the issuance of the shares of common stock offered hereby will be passed upon for us by Robert L. B. Diener, 122 Ocean Park Blvd., Suite 307, Santa Monica, CA 90405. Mr. Diener’s father, Royce Diener, owns 4,000 shares of Company common stock.

EXPERTS

The financial statements of the Company as of December 31, 2005, December 31, 2004 and for period from inception to March 22, 2004 included in this prospectus have been audited by Paritz & Co., independent auditors and have been so included in reliance upon the report of Paritz & Co given on the authority of such firm as experts in accounting and auditing.

ITEM 22. FINANCIAL STATEMENTS

INTELLIGENT BUYING, INC.

FINANCIAL STATEMENTS

INDEX

Page Number

INDEPENDENT AUDITORS' REPORT F-1

FINANCIAL STATEMENTS:

Balance Sheets at December 31, 2005 and December 31, 2005 F-2

Statement of Operations and Accumulated Deficitfor the

years ended December 31, 2005 and from inception to

December 31, 2004

F-3

Statement of Stockholders' Deficiency for the years

ended December 31, 2005 and 2004 F-4

Statement of Cash Flows for the years ended

December 31, 2005 and 2004 F-5

Notes to Financial Statements F-6 to F-9

Paritz & Company, P.A.

15 Warren Street, Suite 35

Jackensack, New Jersey 07601

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Intelligent Buying, Inc.

Santa Ana, California

We have audited the accompanying balance sheets of Intelligent Buying, Inc. as of December 31, 2005 and 2004 and the related statements of operations and accumulated deficit, changes in stockholders’ deficiency and cash flows for the year ended December 31, 2005 and the period from inception (March 24, 2004) to December 31, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Intelligent Buying, Inc. as of December 31, 2005 and 2004 and the results of its operations and its cash flows for the year ended December 31, 2005 and the period from inception (March 24, 2004) to December 31, 2004 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered net losses since inception and as of December 31, 2005 its liabilities exceeded its current assets and total assets by $58,508. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Paritz & Co, P.A.

Hackensack, New Jersey

March 22, 2006

- F-1 -

INTELLIGENT BUYING, INC.

BALANCE SHEETS


DECEMBER 31,

	2005	2004
ASSETS

CURRENT ASSETS
Cash	$ 2,197	$2,190
Accounts receivable	3,044	6,133
Loans receivable – shareholders		7,730
Inventories	18,109	27,315
Prepaid expenses and sundry current assets	10,000	4,350
TOTAL CURRENT ASSETS	33,350	47,718

Property and equipment, net	5,323	7,004

Security deposits	1,885	885

	$40,558	$55,607
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES
Notes payable – others	$ 41,000	$38,000
Accounts payable and accrued expenses	43,514	32,465
Due to related party	12,775	15,000
Taxes payable	1,777	4,619
TOTAL CURRENT LIABILITIES	99,066	90,084


STOCKHOLDERS’ DEFICIENCY:
Common stock, no par value,
Authorized – 25,000 shares
Issued and outstanding – 20,000 shares	-	-
Additional paid-in capital	200	200
Accumulated deficit	(58,708)	(34,677)
TOTAL STOCKHOLDERS’ DEFICIENCY	(58,508)	(34,477)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$40,558	$55,607

The accompanying notes are an integral part of these financial statements

- F-2 -

INTELLIGENT BUYING, INC.

STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT



	Year Ended December 31, 2005	From Inception (March 24, 2004) To December 31, 2004


SALES	$279,103	$ 543,717




COSTS AND EXPENSES:
Cost of sales	155,849	312,408
Selling, general and administrative	147,118	265,838
Interest	167	148
TOTAL COSTS AND EXPENSES	303,134	578,394


NET LOSS	(24,031)	(34,677)

ACCUMULATED DEFICIT- BEGINNING OF PERIOD	(34,677)	-

ACCUMULATED DEFICIT- END OF PERIOD	$(58,708)	$(34,677)



BASIC AND DILUTED NET LOSS PER
COMMON SHARE	$ (1.20)	$ (1.73)


WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING	20,000	20,000

The accompanying notes are an integral part of these financial statements

- F-3 -

INTELLIGENT BUYING, INC.

STATEMENT OF STOCKHOLDERS’ DEFICIENCY




-----Common Stock-----
Shares	No Par Value	Additional Paid-In Capital	Accumulated Deficit	Total



Balance – March 22, 2004 (Inception)	-	-	$ -	$ -	$ -


Issuance of common stock	20,000	-	200	-	200


Net loss	-	-	-	(34,677)	(34,677)


Balance – December 31, 2004	20,000	-	200	(34,677)	(34,477)


Net loss	-	-	-	(24,031)	(24,031)


Balance – December 31, 2005	20,000	$ -	$ 200	$(58,708)	$(58,508)

The accompanying notes are an integral part of these financial statements

- F-4 -

INTELLIGENT BUYING, INC.

STATEMENTS OF CASH FLOWS




	Year Ended December 31, 2005		From Inception (March 24, 2004) To December 31, 2004

OPERATING ACTIVITIES:
Net loss		$(24,031)		$(34,677)
Adjustments to reconcile net (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization		1,750		1,751
Changes in operating assets and liabilities:
Accounts receivable		3,089		(6,133)
Inventory		9,206		(27,315)
Prepaid expenses and sundry current assets		(5,650)		(4,350)
Accounts payable and accrued expenses		10,977		32,465
Taxes payable		(2,842)		4,619
NET CASH USED IN OPERATING ACTIVITIES		(7,501)		(33,640)

INVESTING ACTIVITIES:
Acquisition of property and equipment, net		-		(8,755)
Increase in security deposits		(1,000)		(885)
NET CASH USED IN INVESTING ACTIVITIES		(1,000)		(9,640)

FINANCING ACTIVITIES:
Repayments of (advances to) shareholder		7,730		(7,730)
Advances (repayments) from related party		(2,222)		15,000
Proceeds from notes payable – others		3,000		38,000
Proceeds from sale of common stock		-		200
NET CASH PROVIDED BY FINANCING ACTIVITIES		8,508		45,470

INCREASE IN CASH		7		2,190

CASH AND CASH EQUIVALENTS – BEGINNING OF YEAR		2,190		0

CASH AND CASH EQUIVALENTS – END OF YEAR		$ 2,197		$ 2,190

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest		$ 167		$ 148
Income taxes		$b		$ -

The accompanying notes are an integral part of these financial statements

- F-5 -

INTELLIGENT BUYING, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31 2005 AND 2004

SIGNIFICANT ACCOUNTING POLICIES

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 24, 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.

Comprehensive income

Statement of Financial Accounting Standards No. 120, Reporting Comprehensive Income , establishes requirements for disclosure of comprehensive income (loss). During the years ended December 31, 2005 and 2004 the Company did not have any components of comprehensive income (loss) to report.

Net loss per share

SFAS No. 129, 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. The Company had no potential common stock instruments which would result in a diluted loss per share. Therefore, diluted loss per share is equivalent to basic loss per share.

- F-6 -

Stock-based compensation

SFAS No. 123, Accounting for Stock-Based Compensation, defines a fair-value-based method of accounting for stock-based employee compensation plans and transactions in which an entity issues its equity instruments to acquire goods or services from non-employees, and encourages, but does not require, companies to record compensation cost for stock-based employee compensation plans at fair value. The Company, at times, issues shares of common stock in payment for services rendered to the Company. The estimated fair value of the shares issued approximates the value of the services provided.

The Company accounts for employee stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB No. 25”) and related interpretations. Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company’s common stock at the date of the grant over the amount an employee must pay to acquire the stock.

During the years ended December 31, 2005 and 2004, there were no stock options granted or outstanding.

Recently issued accounting pronouncements

In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123R, Share-Based Payment, which addresses the accounting for share-based payment transactions. SFAS No. 123R eliminates the ability to account for share-based compensation transactions using APB No. 25, and generally requires instead, that such transactions be accounted and recognized in the statement of operations, based on their fair value. SFAS No. 123R will be effective for public companies that file as small business issuers as of the first interim or annual reporting period that begins after December 15, 2005. The Company has no outstanding stock options at December 31, 2005. Therefore, the initial adoption of this standard is not expected to have an impact on the Company’s financial position and results of operations.

Inventories

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

LOANS RECEIVABLE - SHAREHOLDERS

The loans receivable - shareholders are non-interest bearing and are due on demand. These loans arise from advances from officers to pay for certain monthly operating expenses.

PROPERTY AND EQUIPMENT

A summary of property and equipment and the estimated lives used in the computation of depreciation and amortization is as follows:

- F-7 -


		---------December 31,---------
		2005		2004	Life

Computer equipment	$11,186		$11,186			5 years

Less accumulated depreciation and
amortization	5,932		4,182

	$ 5,254		$ 7,004

NOTES PAYABLE – OTHERS

During 2005, the Company received an advance from a relative of one of the stockholders of the Company in the amount of $38,000. This note is non-interest bearing and due on demand.

During 2005, the Company received an advance from an employee of the Company in the amount of $3,000. This note is non-interest bearing and due on demand. (see Note 7)

INCOME TAXES

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

The Company incurred no income taxes for the years ended December 31, 2005 and 2004. The expected income tax benefit for the years ended December 31, 2005 and 2004 is approximately $13,000 and $9,000, respectively. The difference between the expected income tax benefit and non-recognition of an income tax benefit in each period is the result of a valuation allowance applied to deferred tax assets.

Net operating loss carryforwards of approximately $58,000 at December 31, 2005 are available to offset future taxable income, if any, and expire in 2025. This results in a net deferred tax asset, assuming an effective tax rate of 40% of approximately $22,000 at December 31, 2005. A valuation allowance in the same amount has been provided to reduce the deferred tax asset, as realization of the asset is not assured.

STOCKHOLDERS’ DEFICIENCY

Common stock

The Company has 25,000 shares of its common stock issued and outstanding as of December 31, 2005 and 2004. Dividends may be paid on outstanding shares as declared by the Board of Directors. Each share of common stock is entitled to one vote.

- F-8 -

SUBSEQUENT EVENTS

On March 22, 2006, the notes payable referred to in Note 4 were exchanged for 253,333 and 20,000 shares, respectively, of the Company’s common stock.

On March 22, 2006, the Company amended its articles of incorporation to authorize the issuance of 50,000,000 shares of its common stock, $0.001 par value, and 25,000,000 shares of its preferred stock, $0.001 par value. At the same time, the Company filed a Certificate of Determination with the State of California to create a series of preferred consisting of 5,000,000 shares of Series A Preferred, par value $0.001 and designating the rights and preferences relating thereto.

On March 22, 2006, the Company issued 500,000 shares of common stock to Altitude Group, LLC pursuant to the terms of a Financial Services Agreement entered into by the Company on that date.

On March 31, 2006, the Company completed a limited offering of common shares pursuant to the exemption from registration detailed in Rule 506 promulgated under the Securities Act of 1933. Pursuant to this offering, the Company sold an aggregate of 116,200 shares of common stock to thirty-three purchasers at $0.75 per share, which netted the Company gross proceeds of $87,150.

On March 22, 2006, the Company exchanged 1,250,000 shares of its preferred stock for the 2,500,000 shares of common stock held by each of the Company’s two founders.

- F-9 -

ITEM 23. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

None.

This prospectus is part of a registration statement we filed with the SEC. You should rely only on the information or representations provided in this prospectus. We have authorized no one to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front of the document. No one (including any salesman or broker) is authorized to provide oral or written information about this offering that is not included in this prospectus. The information contained in this prospectus is correct only as of the date set forth on the cover page, regardless of the time of the delivery of this prospectus.

Until ________ , 2006 (90 days after the commencement of the offering), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting .

389,533 Shares

Intelligent Buying, Inc.

Common Stock

PROSPECTUS

May , 2006

Part II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company does not currently have any provision for indemnification of directors, officers and controlling persons against liability under the Securities Act in its organizational documents. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any such action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The Company is bearing all expenses in connection with this registration statement other than sales commissions, underwriting discounts and underwriter's expense allowances designated as such. Estimated expenses payable e by the Company in connection with the registration and distribution of the Common Stock registered hereby are as follows:

- 29 -


SEC Registration fee	$31.25
NASD Filing Fee	$100.00
*Accounting fees and expenses	$15,000.00
*Legal fees and expenses	$25,000.00
*Transfer Agent fees	$3,500.00
*Blue Sky fees and expenses	$3,500.00
*Miscellaneous expenses	$5,000.00
*Total	$52,131.25

* Indicates expenses that have been estimated for filing purposes.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

Since its inception on March 22, 2004, Company has issued securities without registration under the Securities Act on the terms and circumstances described in the following paragraphs:

On March 22, 2004, the Company issued 10,000 shares of common stock to each of the Company’s founders, Eugene Malobrodsky and David Gorodyansky in exchange for all of the assets of the business of Intelligent Buying, which had previously been operated as a partnership owned by such founders. At the time, the founders became the sole shareholders of the Company.

On March 22, 2006, the Company exchanged 1,250,000 shares of its preferred stock for the 10,000 shares of common stock held by e ach of the Company’s founders, Eugene Malobrodsky and David Gorodyansky.

On March 31, 2006, the Company completed a limited offering of common shares pursuant to the exemption from registration detailed in Rule 506 promulgated under the Securities Act of 1933. Pursuant to this offering, the Company sold an aggregate of 116,2000 shares of common stock to 35 purchasers at $0.75 per share which netted the Company gross proceeds of $87,150.

- 30 -

The preceding issuances and sales of securities were affected in reliance upon the exemption from registration provided by section 4(2) under the Securities Act of 1933, as amended.

ITEM 27. EXHIBITS.

3.1

Certificate of Incorporation and Certificate of Amendment to Certificate of Incorporation

3.2

By-Laws

4.1*

Specimen of Certificate of Common Stock

4.2

Certificate of Determination for Series A Convertible Preferred Stock

5.1

Legal Opinion of Robert L. B. Diener

10.1

Financial Services Agreement with Altitude Group, LLP

10.2*

Financial Services Agreement with Lionheart Associates, LLC

14.1

Code of Ethics

23.1

Consent of Paritz & Co.

23.2

Consent of Robert L. B. Diener (included in exhibit 5.1)

* To be provided by amendment

The exhibits are not part of the prospectus and will not be distributed with the prospectus.

ITEM 28. UNDERTAKINGS.

The Company is registering securities under Rule 415 of the Securities Act and hereby undertakes:

The Company hereby undertakes to:

File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

(i)

Include any prospectus required by Sections 10(a)(3) of the Securities Act;

(ii)

Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of secrities offered would not exceed that which was registered) and any deviation from the low

- 31 -

or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

Include any additional or changed material information on the plan of distribution.

For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of securities at that time to be the initial bona fide offering.

File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

For determining liability of the undersigned small business issuer under the Securities Act to any purchase in the initial distribution of the securities, the undersigned small business issuer undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424;

(ii)

any fee writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;

(iii)

the portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and

(iv)

any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of

- 32 -

the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

- 33 -

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned in the city of Sunnyvale, California, on the 10th day of April 2006.

Intelligent Buying, Inc.

/s/ Eugene Malobrodsky

____________________________________

By: Eugene Malobrodsky, Chief Executive Officer

/s/ David Gorodyansky

____________________________________

By: David Gorodyansky, President

In accordance with the requirements of the Securities Act of 1933, this Registration Statement was signed by the following persons in the capacities and on the dates stated.

Signature(s)

Date

/s/ Eugene Malobrodsky

April 10, 2006

--------------------

Eugene Malobrodsky

Director (Principal Executive, Officer)

/s/ David Gorodyansky

April 10, 2006

--------------------

David Gorodyansky

Director (Principal Financial And

Accounting Officer)

- 34 -

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation in this Registration Statement on Form SB-2 of

our reports dated March 22, 2006, on our audits of the financial statements of

Intelligent Buying, Inc. as of December 31, 2005 and for the year ended

December 31, 2004 and for the prior entity for the period ended March 22, 2004.

We also consent to the reference to our firm under the caption "Experts".

/s/ Paritz & Co.

-----------------------------------------------

Hackensack, New Jersey

April 10, 2006

Exhibit 5.1 (incorporating Exhibit 23.2)

Robert L. B. Diener 122 Ocean Park Blvd.

Attorney At Law

Suite 307

Santa Monica, CA 90405

Telephone: 310-396-1691

Facsimile: 310-362-8887

E-Mail: r.diener@gte.net

April 10, 2006

United States Securities

and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re: Intelligent Buying, Inc. (hereinafter "IB")

Registration Statement on Form SB-2 (File No.: ____________)

Relating to Shares of IB's Common Stock

Gentlemen:

I have been requested by IB, a California corporation, to furnish you with my opinion as to the matters hereinafter set forth in connection with the above captioned registration statement (the "Registration Statement") covering all of the shares which will be offered by the Selling Shareholder(s); the number of shares being as indicated on the calculation chart to the cover page of IB’s above-mentioned SB-2 Registration Statement is 389,533.

In connection with this opinion, I have examined the registration statement, the Certificate of Incorporation and By-Laws of IB, each as amended to date, copies of the records of corporate proceedings of IB, and copies of such other agreements, instruments and documents as I have deemed necessary to enable me to render the opinion hereinafter expressed.

Based upon and subject to the foregoing, I am of the opinion that the shares referred to above when sold in the manner described in the Registration Statement, will be legally issued, fully paid and non-assessable.

This opinion relies solely upon California law, including the statutory provisions, all applicable provisions of the California Constitution and all reported judicial decisions interpreting those laws.

I hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to my name under the caption "Legal Matters" in the prospectus included in the registration statement.

Very truly yours,

/s/ Robert L. B. Diener

--------------------------

Robert L. B. Diener

Exhibit 3.1

ARTICLES OF INCORPORATION

Intelligent Buying, Inc.

The name of the corporation is Intelligent Buying, Inc.

II.

The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III.

The name and address in the State of California of this corporation's initial service of process is:

Eugene Malobrodsky

1116 Elko Dr. Sunnyvale, CA. 94089

IV.

This corporation is authorized to issue only one class of shares of stock; and the total number of shares, which this corporation is authorized to issue is 25,000.

Dated: March 9, 2004

/s/ Attila Janesina_________

Aftfla Janesina, Incorporator

CERTIFICATE OF AMENDMENT OF

ARTICLES OF INCORPORATION OF

INTELLIGENT BUYING, INC.

The undersigned certify that:

They are the president and secretary, respectively, of INTELLIGENT BUYING,

INC., a California corporation.

Article IV of the Articles of Incorporation of this corporation is amended to read

as follows:

“IV.

This corporation is authorized to issue fifty million (50,000,000) shares of Common Stock $0.001 par value and twenty-five million (25,000,000) shares of Preferred Stock $0.001 par value. The Board of Directors of the corporation shall have the authority to do the following:

Designate multiple series of Preferred Stock and fix the number of shares of any such series;

Designate the rights, preferences, privileges and restrictions granted to or imposed upon the respective series of shares of Preferred Stock or the holders thereof and, without restriction, determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock.

As to any series of Preferred Stock, the number of which is authorized or fixed by the Board, the Board is authorized, within any limits stated in the Articles of Incorporation of the corporation or any resolution or resolutions of the Board originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.”

The foregoing amendment if Articles of Incorporation has been duly approved by the board of directors.

The corporation has issued no shares.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

DATE:__ March 13, 2006 ________

/s/ David Gorodyansky

David Gorodyansky. President

/s/ Eugene Malobrodsky

Eugene Malobrodsky, Secretary

Exhibit 4.2

CERTIFICATE OF DETERMINATION

FOR

SERIES A CONVERTIBLE PREFERRED STOCK

Par value $.001

INTELLIGENT BUYING, INC.

David Gorodyansky and Eugene Malobrodsky certify that they are the President and Secretary of Intelligent Buying, Inc., a California corporation (the "Company"); that, pursuant to the Company's Articles of Incorporation and California Corporations Code §400 et seq , the Board of Directors of the Company adopted the following resolutions effective March 1, 2006; and that none of the Series A Convertible Preferred Stock referred to in this Certificate of Determination has been issued.

Creation of Series A Convertible Preferred Stock .

There is hereby created a series of preferred stock consisting of 5,000,000 shares and designated as Series A Convertible Preferred Stock, par value $.001 (the "Series A Preferred Stock"), having the voting rights, powers, preferences, and relative participating, optional and other special rights, qualifications, limitations and restrictions that are set forth below.

Dividends .

The holders of Series A Preferred Stock shall be entitled to receive dividends when, if and as declared by the Board of Directors on a pari passu basis with the holders of shares of common stock. The holders of the Series A Preferred Stock shall be entitled to receive an amount of dividends they would have been entitled to receive had their Series A Preferred Stock been converted to shares of common stock. Each declared dividend shall be payable to holders of record as they appear at the close of business on the stock books of the Company on such record dates, not more than 30 calendar days and not less than 10 calendar days preceding the dividend payment date therefor, as determined by the Board of Directors.

Liquidation Rights .

(i)

Liquidation . 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 (the "Liquidation Preference"), together with an amount equal to all accrued and unpaid dividends accrued to the date of payment.

(ii)

Partial Payment . If the assets of the Company are not sufficient to pay the Liquidation Preference in full to all holders of Series A Preferred Stock, the amounts paid to the holders of Series A Preferred Stock the amount available to be paid on account of the Liquidation Preference shall be paid pro rata to the holders of such Series A Preferred Stock.

(iii)

Residual Distributions . If the Liquidation Preference has been paid in full to all holders of Series A Preferred Stock and any other Preferred Stock having a Liquidation Preference, the holders of common stock shall be entitled to receive all remaining assets of the Company according to their respective rights and preferences.

(iv)

Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section 3, the merger or consolidation of the Company with any other company, including a merger in which the holders of Series A Preferred Stock receive cash or property for their shares, or the sale of all or substantially all of the assets of the Company, shall not constitute a liquidation, dissolution or winding up of the affairs of the Company.

Conversion .

(i)

Each share of Series A Preferred Stock may be converted by any holder thereof at any time following the effective date of the first registration statement filed by the Company with the U.S. Securities and Exchange Commission. Each share of Series A Preferred Stock shall be automatically converted into shares of the Company’s Common Stock on the earlier to occur of (a) April 1, 2008 or (b) immediately following the closing of any transaction which results in a change of control of the Company. For these purposes, a change of control shall be deemed to have occurred when fifty-one (51%) of the Company’s shares (inclusive of the holders of Common Stock and Preferred Stock on an as-converted basis) shall be held by holders other than persons who were holders of such shares on April 1, 2006. The Conversion Rate shall be two shares of the Company’s Common Stock for each share of Series A Preferred Stock.

(ii)

In the event of any conversion resulting in fractional shares, in lieu of issuance of fractional shares or securities representing fractional shares of Common Stock, the Company shall pay the holder in cash the fair value of fractions of a share as of the date of conversion as determined by the Company’s board of directors. For these purposes, the “date of conversion” shall mean the date the Corporation receives a written notice of a voluntary conversion by the holder or the date of automatic conversion pursuant to Section 4(i)(a) or (b), above.

(iii)

Upon the occurrence of the event giving rise to an automatic conversion, the Company shall (a) provide written notice of the automatic conversion to all holders of record of Series A Preferred Stock and (b) provide irrevocable instructions to such effect to the transfer agent or agents for such stock, and shall have set aside all shares of the Company’s Common Stock necessary for such conversion. From the date of such notice and setting aside the Common Shares, notwithstanding that any certificate for shares of Series A Preferred Stock so converted shall not have been surrendered for cancellation, the shares of Series A Preferred Stock represented thereby shall no longer be deemed outstanding and the holder of such certificate or certificates shall have with respect to such shares of Series A Preferred Stock no rights in or with respect to the Company except the right to receive the Common Shares issued as a result of the conversion. After the date designated for automatic conversion, such shares of Series A Preferred Stock shall not be transferable on the books of the Company.

(iv)

The Company covenants that it will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued shares of Common Stock or its issued shares of Common Stock held by its treasury, or both, for the purpose of effective conversions of the Series A Preferred Stock, the full number of shares of Common Stock deliverable upon the conversion of all outstanding shares of the Series A Preferred Stock not theretofore converted. For purposes of this Section 4(iv), the number of shares of Common Stock that shall be deliverable upon the conversion of all outstanding shares of the Series A Preferred Stock shall be computed as if at the time of computation all the outstanding shares were held by a single holder.

Preemptive Rights .

Shares of the Series A Preferred Stock are not entitled to any preemptive rights to acquire any unissued shares of any capital stock of the Company, now or hereafter authorized, or any other securities of the Company, whether or not convertible into shares of capital stock of the Company or carrying a right to subscribe to or acquire any such shares of capital stock.

Voting .

Except as otherwise expressly provided or required by law, the holders of the Series A Preferred Stock shall be entitled to vote their shares on any matter submitted to the vote of the holders of the Common Shares of the Company. The holders of the Series A Preferred Stock will be entitled to the number of votes they would have been able to cast had their Series A Preferred Stock been converted to Common Shares.

Waiver by Series A Preferred Stockholders .

Except as expressly provided for herein or as otherwise required by law, any rights or benefits for the Series A Preferred Shares and the holders thereof provided herein may be waived as to all outstanding Series A Preferred Shares and the holders thereof by the consent of the holders of a majority of the then-outstanding Series A Preferred Shares.

Additional Issuance of Preferred Shares .

The Company may issue additional shares of Preferred Stock in the future. If the Company desires to issue additional shares of Preferred Stock, the Company shall file such amendments to its Articles of Incorporation as may be necessary to effect such designation.

IN WITNESS WHEREOF, the Company has caused this Certificate of Designation to be duly executed by its President and attested to by its Secretary as of the 13th day of March, 2006, who, by signing their names hereto, acknowledge that this Certificate of Designation is the act of the Company and state to the best of their knowledge, information and belief, under penalties of perjury, that the above matters and facts are true in all material respects.

INTELLIGENT BUYING, INC.

/s/ David Gorodyansky

David Gorodyansky. President

/s/ Eugene Malobrodsky

Eugene Malobrodsky, Secretary

Exhibit 10.2

FINANCIAL SERVICES AGREEMENT

This Financial Services Agreement (this “ Agreement ”) is made as of March 31, 2006 by and between Intelligent Buying, Inc., a California corporation (the “ Company ”) and Lionheart Associates, LLC (“ Lionheart ”) (each a “ Party ” and collectively referred to hereafter as the “ Parties ”).

W I T N E S S E T H :

WHEREAS, the Company desires to pursue a number of strategic options, including but not limited to private placements of equity and other forms of funding, acquisitions and becoming a publicly-reporting company (collectively “Strategic Options”) .

WHEREAS, to further facilitate pursuing the Strategic Options, Company desires to engage Lionheart to serve as the Company’s corporate finance and strategic advisor on the terms and for the services specified in this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree in good faith as follows:

Definitions . Unless otherwise defined in this Agreement, terms appearing in initial capitalized form shall have the meaning ascribed to such terms in this.

Services . The Services, which Lionheart shall provide under this Agreement, shall include the following:

(a)

Lionheart will familiarize itself to the extent it deems appropriate with the business, operations, financial condition and prospects of the Company;

(b)

Lionheart will identify a number of suitable possible investors which might have an interest in evaluating participation in various contemplated financing transactions; and

(c)

Lionheart will assist the Company in preparing and analyzing a broad range of Strategic Options.

Term and Termination . The term of this engagement shall be for a period commencing with the date of this Agreement and ending on the second anniversary of the commencement date and may only be extended upon the mutual written agreement of the Parties.

Consideration . In consideration for Lionheart providing the services set forth in Section 2 above, the Company will issue to Lionheart 500,000 shares of Series A Convertible Preferred Stock of the Company. All such shares shall be accorded piggyback registration rights on all registrations other than the initial registration filed by the Company.

Notices . All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim or other communication hereunder shall be deemed duly delivered four business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day after it is sent for next business day delivery via a reputable nationwide overnight courier service, in each case to the intended recipient as set forth below:

If to Lionheart :

Lionheart Associates, LLC

1275 Fairhills Drive

Ossining, NY 10562

Facsimile: (646)390-8433

Attention: Edward Bronson

If to the Company :

Intelligent Buying, Inc.

1116 Elko Drive

Sunnyvale, CA 94089

Facsimile:

Attention: Eugene Malobrodsky

Copy to :

Law Offices of Robert Diener

122 Ocean Park Boulevard

Suite 307

Santa Monica, California 90405

Facsimile: (310) 362-8887

Attention: Robert Diener

Any Party may give any notice, request, demand, claim or other communication hereunder using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail or electronic mail), but no such notice, request, demand, claim or other communication shall be deemed to have been duly given unless and until it actually is received by the party for whom it is intended. Any party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other party notice in the manner herein set forth.

Miscellaneous .

(d)

Entire Agreement . This Agreement constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements or representations by or among the Parties, written or oral, with respect to the subject matter hereof.

(e)

Succession and Assignment . This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other party.

(f)

Counterparts and Facsimile Signature . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile signature.

(g)

Headings . The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

(h)

Governing Law . This Agreement shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of California. The Parties hereby consent to the exclusive jurisdiction of the courts of the State of California located in Santa Clara County and the United States District Court for the Northern of California for all disputes arising under this Agreement.

(i)

Amendments and Waivers . The Parties may mutually amend any provision of this Agreement at any time prior to the closing of the Merger Transactions or the termination of this Agreement. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Parties. No waiver of any right or remedy hereunder shall be valid unless the same shall be in writing and signed by the party giving such waiver. No waiver by any party with respect to any default, misrepresentation or breach of warranty or covenant hereunder shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

(j)

Severability . Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified.

(k)

Construction . The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any party. Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.

(l)

Remedies . Lionheart shall be entitled to enforce its rights under this Agreement specifically to recover damages by reason of any breach of any provision or term of this Agreement and to exercise all other rights existing in its favor.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as an instrument under seal as of the date first written above.

Lionheart Associates, LLC

Intelligent Buying, Inc.

/s/ Edward Bronson

/s/ Eugene Malobrodsky

By:_____________________

By:____________________________

Name:

Edward Bronson

Name: Eugene Malobrodsky

Title:

Managing Partner

Title: President

Exhibit 14.1

INTELLIGENT BUYING, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
FOR MEMBERS OF MANAGEMENT AND

THE BOARD OF DIRECTORS

Introduction

The Board of Directors (the "Board") of Intelligent Buying, Inc. (“IB”) has adopted the following Code of Business Conduct and Ethics for Members of Management and the Board of Directors (the "Code"). Managers and Directors are expected to comply with the letter and spirit of this Code. No code or policy can anticipate every situation that may arise. This Code is designed to maintain high standards of professional business ethics at Cape Coastal Trading Corporation. Accordingly, this Code is intended to serve as a set of guiding principles for Managers and Directors. Managers and Directors must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. Managers and Directors are encouraged to bring questions about particular circumstances that may involve one or more of the provisions of this Code to the attention of the Chairman of the Board. Directors who also serve as officers or employees of IB or any of its affiliates must also comply with the IB Business Ethics and Corporate Policy.

1. Ethical Standards and Compliance with Laws, Rules and Regulations

IB expects its Managers and Directors to exercise the highest degree of professional and business ethics in all actions they undertake on behalf of IB. All Managers and Directors are expected to conduct all their business and affairs in full compliance with applicable laws, rules and regulations, and shall encourage and promote such behavior for themselves, officers and employees.

2. Conflicts of Interest

Managers and Directors must avoid any conflicts of interest between themselves and IB. A "conflict of interest" exists when a Manager or Director's personal or professional interest is adverse to – or may appear to be adverse to – the interests of IB. Conflicts of interest may also arise when a Manager or Director, or members of his or her family, or an organization with which the Manager or Director is affiliated receives improper personal benefits as a result of his or her position as a Manager or Director of IB. Conflicts of interest should be promptly disclosed to the Chairman of the Board.

3. Insider Trading

The securities laws impose severe sanctions upon any individual who uses "inside information" for his or her own benefit or discloses it to others for their use. Managers or Directors who have access to confidential information as a result of their Management position or Board service are not permitted to use or share that information for securities trading purposes or for any other purpose except the conduct of IB's business. All non-public information about IB should be considered confidential information. To use non-public information for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical but also illegal.

4. Corporate Opportunities

Managers and Directors are prohibited from taking for themselves personally or for the organizations with which they are affiliated opportunities that are discovered through the use of IB property, information or position without the consent of the Board of Directors. No Manager or Director may use IB property, information, or position for improper personal gain. Managers and Directors owe a duty to IB to advance its legitimate interests when the opportunity to do so arises.

5. Competition and Fair Dealing

IB adheres to a policy of fair dealing in all its activities. Managers and Directors shall endeavor to deal fairly with IB's customers, suppliers, competitors and employees. No Manager or Director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships. It is not to gain unfair advantage with customers. Managers, Directors and members of their immediate families may not accept gifts from persons or entities where any such gift is being made in order to influence the Manager or Director's actions as a member Management or of the Board, or where acceptance of the gifts could create the appearance of such influence.

6. Confidentiality

Managers and Directors must maintain the confidential information entrusted to them by IB and its customers, except when disclosure is required by law or regulation. Confidential information includes all non-public information that might be of use to competitors, or harmful to IB, if disclosed. It also includes information that vendors have entrusted to IB.

7. Protection and Proper Use of IB Assets

Managers and Directors may not use IB assets, labor or information for personal use, unless approved by the Corporate Governance Committee, or as part of a compensation or expense reimbursement available to all members of Management or the Board of Directors.

8. Waivers of the Code of Business Conduct and Ethics

Any waiver of this Code may be made only by the Board and will be promptly publicly disclosed.

9. Reporting any Illegal or Unethical Behavior

Managers and Directors should promote ethical behavior and encourage an environment in which IB encourages employees to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and, when in doubt, about the best course of action in a particular situation. It is the policy of IB to not permit retaliation for reports of misconduct by others made in good faith.

10. Enforcement of the Code of Business Conduct and Ethics

The Chairman of the Board shall determine appropriate actions to be taken in the event of violations of this Code. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code. In determining what action is appropriate in a particular case, the Chairman shall take into account all relevant information, including the nature and severity of the violation, whether the violation appears to have been intentional or inadvertent, and whether the individual in question had been advised prior to the violation as to the proper course of action.

11. Annual Review

The Board shall review and reassess the adequacy of the Code annually and make any amendments to the Code that the Board deems appropriate.

12. Acknowledgement by Management and Directors

Each member of Management and the Board of Directors shall execute a copy of this Code of Ethics to acknowledge that he or she has received a copy of the Code, is familiar with its contents and agrees to be bound by its terms.

Adopted by the Board of Directors on March 22, 2006