SENTIENT BRANDS HOLDINGS INC. - FORM 10-Q

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EX-31.2 - SENTIENT BRANDS HOLDINGS INC.	v222401_ex31-2.htm
EX-32.1 - SENTIENT BRANDS HOLDINGS INC.	v222401_ex32-1.htm
EX-32.2 - SENTIENT BRANDS HOLDINGS INC.	v222401_ex32-2.htm
EX-31.1 - SENTIENT BRANDS HOLDINGS INC.	v222401_ex31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the Quarter ended March 31, 2011

Commission File Number: 333-133327

INTELLIGENT BUYING, INC.

(Exact name of registrant as specified in its charter)

California

(State of organization)

20-0956471

(I.R.S. Employer Identification No.)

260 Santa Ana Court

Sunnyvale, CA 94085

(Address of principal executive offices)

(408) 505-2394

Registrant’s telephone number, including area code

n/a

Former address if changed since last report

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

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

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

Large Accelerated Filer o

Accelerated Filer o

Non-Accelerated Filer o (Do not check if a smaller reporting company)

Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Securities registered under Section 12(g) of the Exchange Act:

Common Stock $.001 par value

There are 5,889,533 shares of common stock outstanding as of May 9, 2011.

TABLE OF CONTENTS

_________________

PART I - FINANCIAL INFORMATION

ITEM 1.	INTERIM FINANCIAL STATEMENTS	1
ITEM 2.	MANAGEMENT'S DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION	6
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	7
ITEM 4.	CONTROLS AND PROCEDURES	7

	PART II - OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	8
ITEM 1(A)	RISK FACTORS	8
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES	8
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	8
ITEM 4.	(REMOVED AND RESERVED)	8
ITEM 5.	OTHER INFORMATION	8
ITEM 6.	EXHIBITS	8

SIGNATURES		9

PART I – FINANCIAL INFORMATION

ITEM 1.

INTERIM FINANCIAL STATEMENTS

INTELLIGENT BUYING, INC.

BALANCE SHEET

	March 31, 2011 Unaudited			December 31, 2010 (Audited)
CURRENT ASSETS
Cash	$	300		$	926
Accounts receivable		2,400			-
Inventories		-			-
TOTAL CURRENT ASSETS		2,700			926

Property and equipment, net		-			-


TOTAL ASSETS	$	2,700		$	926

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Accounts payable and accrued expenses	$	5,350		$	6,440
Due to related party		6,738			6,741

TOTAL CURRENT LIABILITIES		12,088			13,181


STOCKHOLDERS’ EQUITY (DEFICIENCY):
Preferred stock (Note 5), $.001 par value,		-			-
Authorized – 25,000,000 shares
Issued and outstanding – None at March 31, 2011 and December 31, 2010
Common stock, $.001 par value,
Authorized – 50,000,000 shares
Issued and outstanding – 5,889,533 shares at March 31, 2011 and December 31, 2010		5,889			5,889
Additional paid-in capital		663,961			663,961
Accumulated deficit		(679,238	)		(682,105	)
TOTAL STOCKHOLDERS’ (DEFICIENCY)		(9,388	)		(12,255	)

TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIENCY)	$	2,700		$	926

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

INTELLIGENT BUYING, INC.

STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT

	THREE MONTHS ENDED MARCH 31
	2011 (Unaudited)			2010 (Unaudited)

SALES:
Related Party	$	3,700		$	7,500
Other		2,400			1,553
TOTAL SALES		6,100			9,053

COSTS AND EXPENSES:
Cost of sales		-			6,000
Selling, general and administrative		3,233			7,033
TOTAL COSTS AND EXPENSES		3,233			13,303

NET INCOME (LOSS)		2,867			(4,250	)

ACCUMULATED DEFICIT- BEGINNING OF PERIOD		(682,105	)		(680,090	)

ACCUMULATED DEFICIT- END OF PERIOD	$	(679,238	)	$	(684,340	)

BASIC AND DILUTED NET INCOME (LOSS) PER
COMMON SHARE	$	0.00		$	(0.01	)

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING		5,889,533			889,533

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

INTELLIGENT BUYING, INC.

STATEMENTS OF CASH FLOWS

	THREE MONTHS ENDED MARCH 31
	2011			2010
OPERATING ACTIVITIES:
Net income (loss)	$	2,867		$	(4,250	)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization		-			-
Changes in operating assets and liabilities:
Accounts receivable		(2,400	)		5,000
Inventory		-			2,500
Accounts payable and accrued expenses		-			(1,173	)
NET CASH PROVIDED BY (USED) IN OPERATING ACTIVITIES		467			2,077

FINANCING ACTIVITIES:
Repayments from related party		(1,093	)		(1,218	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		(1,093	)		(1,218	)

INCREASE (DECREASE) IN CASH		(626	)		859

CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD		926			1,672
CASH AND CASH EQUIVALENTS – END OF PERIOD		300		$	2,531

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
CASH PAID DURING PERIOD:
Income Taxes	$	-		$	-
Interest		-			-

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

INTELLIGENT BUYING, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2011

(UNAUDITED)

1. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared on substantially the same basis as the audited financial statements included in the Intelligent Buying Inc. Annual Report on Form 10-K for the year ended December 31, 2010. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission (SEC) rules and regulations regarding interim financial statements. All amounts included herein related to the condensed financial statements as of March 31, 2011 and the three months ended March 31, 2011 and 2010 are unaudited and should be read in conjunction with the audited financial statements and the notes there to included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. In the opinion of management, the accompanying financial statements include all necessary adjustments for the fair presentation of the Company’s financial position, results of operations and cash flows. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the full fiscal year ending December 31, 2011.

Business description

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

Uses of estimates in the preparation of financial statements

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

INTELLIGENT BUYING, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2011

(UNAUDITED)

Recently issued accounting pronouncements

From time to time new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.

2. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

	MARCH 31
	2011		2010

American Express	$	5,350	$	4,025
Due to Officer		6,738		10,855
Other payables- less than 5%				433
Sales tax payable				348
Legal and accounting fees				1,360
	$	12,088	$	17,021

3. RELATED PARTY TRANSACTIONS

The Company sells to Anchorfree Wireless, Inc., a company controlled by the principal shareholders of the Company. During the three months ended March 31, 2011, approximately 60% of sales were to Anchorfree. During the three months ended March 31, 2010, the company had 82% of sales to Anchorfree. As of March 31, 2011 and 2010, Anchorfree was not indebted to the Company for sales made in the ordinary course of business.

4. GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. However, The Company has a negative net working capital of $ 9,388 as of March 31, 2011 and net income of $ 2,867. The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

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

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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

Forward-Looking Statements

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

Overview

Plan of Operation

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

Results of Operations for Fiscal Quarter Ended March 31, 2011 Compared To March 31, 2010

During the first fiscal quarter of 2011, we had a net profit of $2,867 on revenues of $6,100 compared to a net loss of $(4,250) on revenues of $9,053 in the first fiscal quarter of 2010. Selling, general and administrative expenses in the first quarter of 2011 were $3,233 compared to $7,033 in the first quarter of 2010. We paid no rent or salaries during the quarter.

Liquidity and Capital Resources

We had $300 cash on hand at the end of the first quarter of 2011 and total current assets of $2,700. Since inception, we have accumulated a deficit of $679,238. As of March 31, 2011 we had total liabilities of $12,088 and a negative net working capital of $(9,388).

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

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

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

Going Concern. Our independent auditors have added an explanatory paragraph to their audit issued in connection with the financial statements for the period ended December 31, 2010, relative to our ability to continue as a going concern. The Company has suffered net losses and, as of March 31, 2011, its total liabilities exceeded its total assets by $9,388. We had negative working capital of $9,388 as of March 31, 2011, we had an accumulated deficit of $679,238 incurred through such date and recorded a net profit of only $2,867 for the fiscal quarter ended March 31, 2011. Because our auditors have issued a going concern opinion, there is substantial uncertainty we will continue operations in which case you could lose your investment. Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next 12 months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.

Off-Balance Sheet Arrangements

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

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of March 31, 2011. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the first quarter of fiscal 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

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

ITEM 1(A)

RISK FACTORS

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

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES

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

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.

(REMOVED AND RESERVED)

None.

ITEM 5.

OTHER INFORMATION

On September 16, 2010, all 2,500,00 shares of preferred stock were converted into 5,000,000 shares of common stock. Thereafter, no shares of preferred stock remained issued and outstanding.

ITEM 6.

EXHIBITS

Exhibit No.		Description

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

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Date: May 12, 2011
	INTELLIGENT BUYING, INC.

	By:	/s/ Eugene Malobrodsky
		Eugene Malobrodsky
		Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description

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.

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