California | 20-0956471 | |
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(State of organization) | (I.R.S. Employer Identification No. ) |
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Large Accelerated Filer |
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| Accelerated Filer o | Non-Accelerated Filer o (Do not check if a smaller reporting company) | Smaller Reporting Companyþ |
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ITEM 1. | INTERIM FINANCIAL STATEMENTS | F-1 |
ITEM 2. | MANAGEMENT'S DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION | 3 |
ITEM 3 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 9 |
ITEM 4A(T). | CONTROLS AND PROCEDURES | 9 |
PART II - OTHER INFORMATION | ||
ITEM 1. | LEGAL PROCEEDINGS | 9 |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES | 9 |
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | 9 |
ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | 9 |
ITEM 5. | OTHER INFORMATION | 9 |
ITEM 6. | EXHIBITS | 9 |
SIGNATURES | 10 |
ITEM 2. MANAGEMENT'S DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4A(T). CONTROLS AND PROCEDURES
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
SIGNATURES
PART I – FINANCIAL INFORMATION
ITEM 1. INTERIM FINANCIAL STATEMENTS
September 30, 2008 Unaudited | December 31, 2007 (Audited) | ||||||
CURRENT ASSETS | |||||||
Cash | $ | 7,571 | $ | 2,748 | |||
Accounts receivable | 1,245 | 3,821 | |||||
Inventories | 968 | ||||||
TOTAL CURRENT ASSETS | 8,817 | 7,537 | |||||
Property and equipment, net | 132 | 587 | |||||
TOTAL ASSETS | $ | 8,948 | $ | 8,124 | |||
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY | |||||||
Accounts payable and accrued expenses | $ | 8,576 | $ | 27,275 | |||
Due to related party | 5,146 | 5,938 | |||||
Taxes payable | 231 | 510 | |||||
TOTAL CURRENT LIABILITIES | 13,953 | 33,723 | |||||
STOCKHOLDERS’ EQUITY (DEFICIENCY): | |||||||
Preferred stock (Note 5), $.001 par value, Authorized – 25,000,000 shares Issued and outstanding – 2,500,000 shares | 2,500 | 2,500 | |||||
Common stock, $.001 par value, Authorized – 50,000,000 shares Issued and outstanding – 889,533 shares | 889 | 889 | |||||
Additional paid-in capital | 666,461 | 666,461 | |||||
Accumulated deficit | (674,855 | ) | (695,449 | ) | |||
TOTAL STOCKHOLDERS’ (DEFICIENCY) | (5,005 | ) | (25,599 | ) | |||
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIENCY) | $ | 8,948 | $ | 8,124 |
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| June 30, 2008 (Unaudited) | December 31, 2007 (Audited) | |||||||||
CURRENT ASSETS |
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Cash |
| $12,645 | $ 2,748 | ||||||||
Accounts receivable |
| 460 | 3,821 | ||||||||
Inventories |
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| 968 | ||||||||
TOTAL CURRENT ASSETS |
| 13,105 | 7,537 | ||||||||
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Property and equipment, net |
| 263 | 587 | ||||||||
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TOTAL ASSETS |
| $13,368 | $ 8,124 | ||||||||
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LIABILITIES AND STOCKHOLDERS’ DEFICIENCY |
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Accounts payable and accrued expenses |
| $ 9,075 | $ 27,275 | ||||||||
Due to related party |
| 4,401 | 5,938 | ||||||||
Taxes payable |
| 241 | 510 | ||||||||
TOTAL CURRENT LIABILITIES |
| 13,717 | 33,723 | ||||||||
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STOCKHOLDERS’ (DEFICIENCY): |
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Preferred stock (Note 5), $.001 par value, |
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Authorized – 25,000,000 shares |
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Issued and outstanding – 2,500,000 shares |
| 2,500 | 2,500 | ||||||||
Common stock, $.001 par value, |
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Authorized – 50,000,000 shares |
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Issued and outstanding – 889,533 shares |
| 889 | 889 | ||||||||
Additional paid-in capital |
| 666,461 | 666,461 | ||||||||
Accumulated deficit |
| (670,199) | (695,449) | ||||||||
TOTAL STOCKHOLDERS’ (DEFICIENCY) |
| (349) | (25,599) | ||||||||
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TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIENCY) |
| $13,368 | $ 40,558 |
NINE MONTHS ENDED SEPTEMBER 30 | |||||||
2008 (Unaudited) | 2007 (Unaudited) | ||||||
SALES: | |||||||
Related Party | $ | 5,645 | $ | 112,223 | |||
Other | 512,481 | 38,826 | |||||
TOTAL SALES | $ | 518,126 | $ | 151,049 | |||
COSTS AND EXPENSES: | |||||||
Cost of sales | 444,409 | 121,767 | |||||
Selling, general and administrative | 52,323 | 46,918 | |||||
Interest | - | 262 | |||||
TOTAL COSTS AND EXPENSES | 496,732 | 168,947 | |||||
INCOME (LOSS) BEFORE TAXES | 21,394 | (17,898 | ) | ||||
INCOME TAXES | 800 | 800 | |||||
NET INCOME (LOSS) | 20,593 | (18,698 | ) | ||||
ACCUMULATED DEFICIT- BEGINNING OF PERIOD | (695,449 | ) | (218,884 | ) | |||
ACCUMULATED DEFICIT- END OF PERIOD | $ | (674,855 | ) | $ | (237,582 | ) | |
BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE | $ | 0.02 | $ | (0.02 | ) | ||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 889,533 | 889,533 |
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| SIX MONTHS ENDED JUNE 30 |
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| 2008 (Unaudited) |
| 2007 (Unaudited) |
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SALES: |
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Related Party | $ 6,412 |
| $ 112,223 |
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Other | 509,064 |
| 28,237 |
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TOTAL SALES | $ 515,476 |
| $ 140,460 |
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COSTS AND EXPENSES: |
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Cost of sales | 442,320 |
| 118,575 |
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Selling, general and administrative | 47,106 |
| 36,733 |
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Interest | - |
| 7 |
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TOTAL COSTS AND EXPENSES | 489,426 |
| 155,315 |
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INCOME (LOSS) BEFORE TAXES | 26,050 |
| (14,855) |
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INCOME TAXES | 800 |
| 800 |
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NET INCOME (LOSS) | 25,250 |
| (15,655) |
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ACCUMULATED DEFICIT- BEGINNING OF PERIOD | (695,449) |
| (218,884) |
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ACCUMULATED DEFICIT- END OF PERIOD | $ (670,199) |
| $ (234,539) |
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BASIC AND DILUTED NET INCOME (LOSS) PER |
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COMMON SHARE | $ 0.03 |
| $ (0.02) |
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WEIGHTED AVERAGE NUMBER OF |
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SHARES OUTSTANDING | 889,533 |
| 889,533 |
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THREE MONTHS ENDED September 30 | |||||||
2008 (Unaudited) | 2007 (Unaudited) | ||||||
SALES: | |||||||
Related Party | $ | 1,925 | $ | (8,101 | ) | ||
Other | 1,050 | 18,690 | |||||
TOTAL SALES | $ | 2,975 | $ | 10,589 | |||
COSTS AND EXPENSES: | |||||||
Cost of sales | 2,367 | 3,193 | |||||
Selling, general and administrative | 5,264 | 10,184 | |||||
Interest | - | 255 | |||||
TOTAL COSTS AND EXPENSES | 7,631 | 13,632 | |||||
INCOME (LOSS) BEFORE TAXES | (4,656 | ) | (3,043 | ) | |||
INCOME TAXES | - | - | |||||
NET INCOME (LOSS) | (4,656 | ) | (3,043 | ) | |||
ACCUMULATED DEFICIT- BEGINNING OF PERIOD | (670,199 | ) | (234,539 | ) | |||
ACCUMULATED DEFICIT- END OF PERIOD | $ | (674,855 | ) | $ | (237,582 | ) | |
BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE | $ | (0.01 | ) | $ | (0.00 | ) | |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 889,533 | 889,533 |
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| THREE MONTHS ENDED JUNE 30 |
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| 2008 (Unaudited) |
| 2007 (Unaudited) |
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SALES: |
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Related Party | $ 1,200 |
| $ 88,841 |
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Other | 26,711 |
| 19,230 |
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TOTAL SALES | $ 27,911 |
| $ 108,071 |
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COSTS AND EXPENSES: |
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Cost of sales | 11,017 |
| 90,478 |
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Selling, general and administrative | 24,670 |
| 19,173 |
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Interest | - |
| 7 |
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TOTAL COSTS AND EXPENSES | 35,687 |
| 109,658 |
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INCOME (LOSS) BEFORE TAXES | (7,776) |
| (1,587) |
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INCOME TAXES | 800 |
| 800 |
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NET INCOME (LOSS) | (8,576) |
| (2,387) |
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ACCUMULATED DEFICIT- BEGINNING OF PERIOD | (661,623) |
| (218,884) |
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ACCUMULATED DEFICIT- END OF PERIOD | $ (670,199) |
| $ (221,271) |
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BASIC AND DILUTED NET INCOME (LOSS) PER |
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COMMON SHARE | $ (0.01) |
| $ (0.00) |
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WEIGHTED AVERAGE NUMBER OF |
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SHARES OUTSTANDING | 889,533 |
| 889,533 |
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| SIX MONTHS ENDED JUNE 30 | |||||||
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| 2008 2007 | |||||||
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OPERATING ACTIVITIES: |
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Net income (loss) | $ 25,250 |
| $ (15,655) |
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Adjustments to reconcile net income (loss) tonet |
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cash provided by (used in) operating activities: |
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Depreciation and amortization | 324 |
| 886 |
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Stock-based compensation expense |
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Changes in operating assets and liabilities: |
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Accounts receivable | 3,361 |
| (1,105) |
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Inventory | 968 |
| 1,646 |
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Prepaid expenses and sundry current assets | - |
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Accounts payable and accrued expenses | (18,200) |
| (2,973) |
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Taxes payable | (269) |
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NET CASH PROVIDED BY (USED) IN OPERATING ACTIVITIES | 11,434 |
| (17,201) |
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INVESTING ACTIVITIES: |
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Acquisition of property and equipment | - |
| (506) |
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NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | - |
| (506) |
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FINANCING ACTIVITIES: |
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Repayments of (advances to) shareholder | - |
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Advances (Repayments) from related party | (1,537) |
| 29,051 |
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NET CASH PROVIDED BY FINANCING ACTIVITIES | (1,537) |
| 29,051 |
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INCREASE IN CASH | 9,897 |
| 11,344 |
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CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD | 2,748 |
| 22,606 |
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CASH AND CASH EQUIVALENTS – END OF PERIOD | $ 12,645 |
| $ 33,950 |
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
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Cash paid during period for interest | $ - |
| $ - |
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Cash paid during period for income taxes | $ - |
| $ - |
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NINE MONTHS ENDED September 30 | |||||||
2008 | 2007 | ||||||
OPERATING ACTIVITIES: | |||||||
Net income (loss) | $ | 20,594 | $ | (18,698 | ) | ||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||
Depreciation and amortization | 455 | 570 | |||||
Stock-based compensation expense | |||||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | 2,576 | 9,787 | |||||
Inventory | 968 | 2,790 | |||||
Prepaid expenses and sundry current assets | - | ||||||
Accounts payable and accrued expenses | (18,699 | ) | (4,845 | ) | |||
Taxes payable | (279 | ) | 864 | ||||
NET CASH PROVIDED BY (USED) IN OPERATING ACTIVITIES | 5,614 | (9,532 | ) | ||||
INVESTING ACTIVITIES: | |||||||
Acquisition of property and equipment | - | - | |||||
Disposition of property and equipment | - | ||||||
(Increase) decrease in security deposits | - | ||||||
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | - | - | |||||
FINANCING ACTIVITIES: | |||||||
Repayments of (advances to) shareholder | - | 414 | |||||
Advances (Repayments) from related party | (790 | ) | 816 | ||||
Proceeds from notes payable – related parties | - | - | |||||
Issuance of common stock | - | ||||||
Issuance of preferred stock | - | ||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES | (790 | ) | 1,230 | ||||
DECREASE IN CASH | 4,823 | (8,302 | ) | ||||
CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD | 2,748 | 22,606 | |||||
CASH AND CASH EQUIVALENTS – END OF PERIOD | $ | 7,571 | $ | 14,304 | |||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
JUNE
JUNE
1. SIGNIFICANT ACCOUNTING POLICIES (CON’T)
JUNE
1. SIGNIFICANT ACCOUNTING POLICIES (CON’T)
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| JUNE 30 | |
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| 2008 | 2007 |
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Computer equipment |
| $2,284 | $2,284 |
Less accumulated depreciation |
| 1,887 | 938 |
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| $ 397 | $ 1,346 |
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SEPTEMBER 30 | |||||||
2008 | 2007 | ||||||
Computer equipment | $ | 2,284 | $ | 2,284 | |||
Less accumulated depreciation | 2,153 | 1,508 | |||||
$ | 132 | $ | 777 |
JUNE
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Each holder shall have two votes for each share of preferred stock.
s | Each holder shall have two votes for each share of preferred stock. |
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Liquidation preference--In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, holders of Series A Preferred Stock shall be entitled, before any distribution or payment out of the assets of the Company may be made to or set aside for the holders of any common stock, to receive in full an amount equal to $2.00 per share, together with an amount equal to all accrued and unpaid dividends accrued to the date of payment.
s | Liquidation preference--In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, holders of Series A Preferred Stock shall be entitled, before any distribution or payment out of the assets of the Company may be made to or set aside for the holders of any common stock, to receive in full an amount equal to $2.00 per share, together with an amount equal to all accrued and unpaid dividends accrued to the date of payment. |
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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).
s | 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). |
JUNE
5.
(CON’T)
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the number of shares and the designation of the series;
s | the number of shares and the designation of the series; |
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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;
s | 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; |
s | 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; |
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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;
s | 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; |
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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;
s | 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 |
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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
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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.
s | 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. |
JUNE
6.
SEPTEMBER 30 | |||||||
2008 | 2007 | ||||||
Trade payables: | |||||||
American Express | $ | 2,261 | $ | 6,363 | |||
Comcast | |||||||
Other payables- less than 5% | 2,365 | 1,640 | |||||
Sales tax payable | 231 | 865 | |||||
Legal and accounting fees | 3,950 | 8,300 | |||||
$ | 8,807 | $ | 17,168 |
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| JUNE 30 | |
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| 2008 | 2007 |
Trade payables: |
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American Express |
| $- | $4,354 |
Comcast |
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Other payables- less than 5% |
| 5,125 | 2,273 |
Sales tax payable |
| - | 3,248 |
Legal and accounting fees |
| 3,950 | 8,300 |
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| $9,075 | $18,175 |
7.
these systems during an expansion in our operations (should such an expansion occur) could adversely affect our business, financial condition and results of operations.
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-deale rbroker-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.
Exhibit No. | Description | |
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31.1 | ||
| Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1 | Certification of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.1 | Certification of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
SIGNATURES
Date: November 10, 2008 | |||
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INTELLIGENT BUYING, INC. | |||
By: | /s/ Eugene Malobrodsky | ||
Eugene Malobrodsky | |||
Chief Executive Officer |
Exhibit No. | Description | |
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31.1 | ||
| Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1 | Certification of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.1 | Certification of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |