10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 2016
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from __________  to __________

Commission file number: 001-34861

INTELLIGENT BUYING, INC.

(Exact name of registrant as specified in its charter)

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

17531 Encino Lane Encino, CA	91316
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (818) 201-3727

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filings requirements for the past 90 days. Yes ¨ No þ

Indicate by check mark whether the registrant has submitted electronically and posted on its Web site, 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 þ No ¨

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	þ
(Do not check if a smaller reporting company)		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standard provided pursuant to Section 13(a) of the Exchange Act. ¨

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

State the number of shares outstanding of the registrant's $.001 par value common stock as of the close of business on the latest practicable date (March 31, 2016): 7,256,600.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS	1
Condensed Balance Sheets (Unaudited)	1
Condensed Statements of Operations (Unaudited)	2
Condensed Statements of Cash Flows (Unaudited)	3
Unaudited Condensed Notes to Financial Statements	4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	7
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	8
ITEM 4. CONTROLS AND PROCEDURES	8
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS	9
ITEM 1A. RISK FACTORS	9
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	9
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	9
ITEM 4. MINE SAFETY DISCLOSURES	9
ITEM 5. OTHER INFORMATION	9
ITEM 6. EXHIBITS	9
SIGNATURES	10

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INTELLIGENT BUYING, INC.

CONDENSED BALANCE SHEETS

(UNAUDITED)

	March 31, 2016			December 31, 2015
ASSETS
CURRENT ASSETS
Cash	$	12		$	421
TOTAL CURRENT ASSETS AND TOTAL ASSETS	$	12		$	421
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	5,487		$	5,190
Loan payable- related party		36,090			36,090
TOTAL CURRENT LIABILITIES		41,577			41,280
STOCKHOLDERS’ DEFICIENCY:
Preferred Stock – Par Value of $.001; 25,000,000 shares authorized; no shares issued and outstanding as of March 31, 2016 and December 31, 2015		—			—
Common Stock – Par Value of $.001; 50,000,000 shares authorized; 7,256,600 shares issued and outstanding as of March 31, 2016 and December 31, 2015		7,257			7,257
Additional paid-in capital		723,671			723,671
Accumulated deficit		(772,493	)		(771,787	)
TOTAL STOCKHOLDERS’ DEFICIENCY		(41,565	)		(40,859	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$	12		$	421

See accompanying notes to unaudited condensed financial statements

1

INTELLIGENT BUYING, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended March 31,
	2016			2015
REVENUES
Related party	$	—		$	13,000
TOTAL REVENUES		—			13,000
Cost of sales		—			12,300
Gross Profit		—			700
Operating Expenses
Selling, general and administrative		706			32,083
TOTAL OPERATING EXPENSES		706			32,083
LOSS BEFORE PROVISION FOR INCOME TAX		(706	)		(31,383	)
PROVISION FOR INCOME TAX		—			—
NET LOSS	$	(706	)	$	(31,383	)
NET LOSS PER COMMON SHARE - BASIC AND DILUTED	$	(0.00	)	$	(0.005	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		7,256,600			6,494,929

See accompanying notes to unaudited condensed financial statements

2

INTELLIGENT BUYING, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended March 31,
	2016			2015
OPERATING ACTIVITIES:
Net loss	$	(706	)	$	(31,383	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		297			33,857
Accounts receivable		—			(13,000	)
NET CASH USED IN OPERATING ACTIVITIES		(409	)		(10,526	)
FINANCING ACTIVITIES
Proceeds from shareholder loan		—			10,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		—			10,000
DECREASE IN CASH		(409	)		(526	)
CASH - BEGINNING OF PERIOD		421			596
CASH - END OF PERIOD	$	12		$	70
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	—		$	—
Taxes	$	—		$	—
Supplemental disclosure of non-cash financing activities:
Debt converted into common stock	$	—		$	50,382

See accompanying notes to unaudited condensed financial statements

3

INTELLIGENT BUYING, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(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, 2015. 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, 2016 and for the three months ended March 31,2016 and 2015 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, 2015.

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, 2016 or any other period.

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 until October, 2016 was in the business of media advertising and acquiring high-end computer and networking equipment from resellers and end-users and then reselling this equipment at discounted prices.

On January 28, 2015, we filed a Report with the Securities and Exchange Commission on Form 8-K, which announced that (a) our principal shareholders had sold their shares of common stock to AMS Encino Investments, Inc., a California corporation controlled by Hector Guerrero, and (b) our principal shareholders were resigning as our officers and directors, and were appointing Mr. Guerrero and Jonathan Herzog as our new officers and directors. That change of control was completed on February 9, 2015.

As of May 31, 2018, AMS Encino Investments, Inc. (“AMS”) entered into a Common Stock Purchase Agreement (the “Stock Purchase Agreement”) pursuant to which AMS agreed to sell to Bagel Hole, Inc. (the “Purchaser”), the 5,753,333 shares of common stock (the “Shares”) of the “Company” owned by AMS, constituting approximately 79.3% of the Company’s 7,256,600 issued and outstanding common shares, for $90,000. The transaction was consummated on June 15, 2018; and as a result of the sale there was a change of control of the Company. There is no family relationship or other relationship between AMS and the Purchaser.

As a result of the sale under the Stock Purchase Agreement, Hector Guerrero, who was CEO of AMS and was the Company’s sole officer and director, resigned as the Company’s sole officer and director, and appointed Philip Romanzi, who is the owner of the Purchaser, as the sole director of the Company.  Mr. Romanzi is now the Company’s sole officer and director.

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.

4

INTELLIGENT BUYING, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Revenue Recognition

Our revenue recognition policy is in accordance with generally accepted accounting principles, which requires the recognition of sales when there is evidence of a sales agreement, the delivery of goods has occurred, the sales price is fixed or determined and the collectability of revenue is reasonably assured. The Company does not provide support on products sold unless a separate agreement for installation and setup has been entered into. The revenue from such an agreement would be reported separately as fee income if and when such services are performed, completed and accepted by the customer.

Net loss per share

Authoritative guidance on Earnings per Share requires dual presentation of basic and diluted earnings or loss per share (“EPS”) for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution; diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.

Basic loss per share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company, unless the effect is to reduce a loss or increase earnings per share.

Stock-based compensation

The Company has adopted the FASB standard on Share-Based Payment, which addresses the accounting for share-based payment transactions. The standard eliminates the ability to account for share-based compensation transactions using old standards, and generally requires instead that such transactions be accounted and recognized in the statement of operations based on their fair value. The standard is effective for public companies that file as small business issuers as of the first interim or annual reporting period that begins after December 15, 2005. Depending upon the number of and terms for options that may be granted in future periods, the implementation of this standard could have a significant non-cash impact on results of operations in future periods.

New 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. INCOME TAXES

The Company’s income tax benefit differs from the expected income tax benefit by applying the U.S. Federal statutory rate of 34% to net income (loss) as follows:

	Three Months Ended March 31,
	2016		2015
Income tax benefit at statutory rate of 34%	$	—	$	11,000
Change in valuation allowance		—		(11,000	)
	$	—	$	—

5

INTELLIGENT BUYING, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Federal and State net operating loss carryovers of approximately $770,000 at March 31, 2016 are available to offset future taxable income, if any, and expire in 2035. This results in a net deferred tax asset, assuming an effective tax rate of 34% of approximately $262,000 at March 31, 2016. A valuation allowance in the same amount has been provided to reduce the deferred tax asset, as realization of the asset is not assured. In February 2015, there was a change of control which could have an impact on the availability of net operating losses.

3. GOING CONCERN

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. During the three months ended March 31, 2016, the Company incurred a net loss of $706. The Company had an accumulated deficit of $772,493 as of March 31, 2016. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s future success is dependent upon its ability to acquire a business or assets, achieve profitable operations, generate cash from operating activities and obtain financing. We can provide no assurances in that regard.

4. LOAN PAYABLE- RELATED PARTY

As of March 31, 2016 and December 31, 2015 management had advanced the Company amounts aggregating $36,090 for operating purposes. Advances are all due on demand with no interest payable.

5. STOCKHOLDERS’ (DEFICIENCY)

Preferred stock

At March 31, 2016, the Company had no shares of its preferred stock issued and outstanding.

Common stock

At March 31, 2016 and December 31, 2015, the Company had 7,256,600 shares of its common stock issued and outstanding.

6. SUBSEQUENT EVENTS

As of May 31, 2018, AMS Encino Investments, Inc. (“AMS”) entered into a Common Stock Purchase Agreement (the “Stock Purchase Agreement”) pursuant to which AMS agreed to sell to Bagel Hole, Inc. (the “Purchaser”), the 5,753,333 shares of common stock (the “Shares”) of the “Company” owned by AMS, constituting approximately 79.3% of the Company’s 7,256,600 issued and outstanding common shares, for $90,000. The transaction was consummated on June 15, 2018; and as a result of the sale there was a change of control of the Company. There is no family relationship or other relationship between AMS and the Purchaser.

As a result of the sale under the Stock Purchase Agreement, Hector Guerrero, who was CEO of AMS and was the Company’s sole officer and director, resigned as the Company’s sole officer and director, and appointed Philip Romanzi, who is the owner of the Purchaser, as the sole director of the Company.  Mr. Romanzi is now the Company’s sole officer and director.

The Company has evaluated subsequent events through the date these financial statements were issued. There have been no other events that would require adjustments to or disclosures in the financial statements.

6

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 was engaged from 2004 until October, 2016 in the business of asset management and sales of high-end computerized networking equipment to emerging high technology companies

The Company maintained its business model and operations described above, since the change of control on February 9, 2015, until October, 2016. Management is exploring other business opportunities, in an effort to enhance shareholder value. As of the date of filing of this Quarterly Report on Form 10-Q, the Company has not acquired, and has not entered into any agreement to acquire, any assets or businesses. Therefore, as of the date of filing of this Quarterly Report on Form 10-Q, the Company is a “shell,” as defined in Rule 12b-2 of the Securities Exchange Act of 1934. 

Results of Operations for Fiscal Quarter Ended March 31, 2016 Compared To March 31, 2015

During the first fiscal quarter of 2016, we incurred a net loss of $706 with no revenues, compared to a net loss of $31,383 with revenues of $13,000 in the first fiscal quarter of 2015. Selling, general and administrative expenses in the first quarter of 2016 were $706 compared to $32,083 in the first quarter of 2015.

The reason for the reduction in expenses is largely attributable to the winding down of activities at the Company, as the Company continued to explore other business opportunities, in an effort to enhance shareholder value.

Liquidity and Capital Resources

We had $12 cash on hand at March 31, 2016 and total current assets of $12. We have accumulated deficit of $772,493 as of March 31, 2016. As of March 31, 2016, we had total liabilities of $41,577 and a negative net working capital of $41,565.

Going Concern. The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. During the three months ended March 31, 2016, the Company incurred a net loss of $706. The Company had an accumulated deficit of $772,493 as of March 31, 2016. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

7

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

The term "disclosure controls and procedures" (defined in SEC Rule 13a-15(e)) refers to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported within required time periods. "Disclosure controls and procedures" include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2016. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

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  quarter ended March 31, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

8

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 1A. 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 AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit
Number	Name
31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1	Certification pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
101	XBRL

9

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Intelligent Buying, Inc.
Date:  July 25, 2018	By:	/s/ Philip Romanzi
		Philip Romanzi
		Chief Executive Officer and Chief Financial Officer

10

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

I, Philip Romanzi, certify that:

1.	I have reviewed this Form 10-Q for the period ended March 31, 2016 of Intelligent Buying, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 25, 2018

/s/ Philip Romanzi

Philip Romanzi

Chief Executive Officer, Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Intelligent Buying, Inc., a Delaware corporation (the "Company"), does hereby certify, to such officer's knowledge, that:

The quarterly report on Form 10-Q for the quarter ended March 31, 2016 (the "Form 10-Q") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 25, 2018

/s/ Philip Romanzi

Philip Romanzi

Chief Executive Officer, Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to INTELLIGENT BUYING, INC. and will be retained by INTELLIGENT BUYING, INC. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2016 shares
Document And Entity Information
Entity Registrant Name	Intelligent Buying, Inc.
Entity Central Index Key	0001358633
Document Type	10-Q
Document Period End Date	Mar. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding	7,256,600
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2016

XML

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2016	Dec. 31, 2015
CURRENT ASSETS
Cash	$ 12	$ 421
TOTAL CURRENT ASSETS	12	421
TOTAL ASSETS	12	421
CURRENT LIABILITIES
Accounts payable and accrued expenses	5,487	5,190
Loan payable - related party	36,090	36,090
TOTAL CURRENT LIABILITIES	41,577	41,280
STOCKHOLDERS' DEFICIENCY:
Preferred Stock - Par Value of $.001; 25,000,000 shares authorized; no shares issued and outstanding as of March 31, 2016 and December 31, 2015
Common Stock - Par Value of $.001; 50,000,000 shares authorized; 7,256,600 shares issued and outstanding as of March 31, 2016 and December 31, 2015	7,257	7,257
Additional paid-in capital	723,671	723,671
Accumulated deficit	(772,493)	(771,787)
TOTAL STOCKHOLDERS' DEFICIENCY	(41,565)	(40,859)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY	$ 12	$ 421

XML

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	25,000,000	25,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ .001	$ .001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	7,256,600	7,256,600
Common stock, shares outstanding	7,256,600	7,256,600

XML

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Revenue
Related party		$ 13,000
TOTAL REVENUES		13,000
Cost of sales		12,300
Gross Profit		700
Operating Expenses
Selling, general and administrative	706	32,083
TOTAL OPERATING EXPENSES	706	32,083
LOSS BEFORE PROVISION FOR INCOME TAX	(706)	(31,383)
PROVISION FOR INCOME TAX
NET LOSS	$ (706)	$ (31,383)
NET LOSS PER COMMON SHARE - BASIC AND DILUTED	$ (0.00)	$ (0.005)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING	7,256,600	6,494,929

XML

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
OPERATING ACTIVITIES:
Net loss	$ (706)	$ (31,383)
Changes in operating assets and liabilities:
Accounts payable and accrued expenses	297	33,857
Accounts receivable		(13,000)
NET CASH USED IN OPERATING ACTIVITIES	(409)	(10,526)
FINANCING ACTIVITIES
Proceeds from shareholder loan		10,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		10,000
DECREASE IN CASH	(409)	(526)
CASH - BEGINNING OF PERIOD	421	596
CASH - END OF PERIOD	12	70
Supplemental disclosures of cash flow information:
Cash paid for Interest
Cash paid for Taxes
Supplemental disclosure of non-cash financing activities:
Debt converted into common stock		$ 50,382

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SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2016

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

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, 2015. 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, 2016 and for the three months ended March 31,2016 and 2015 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, 2015.

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, 2016 or any other period.

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 until October, 2016 was in the business of media advertising and acquiring high-end computer and networking equipment from resellers and end-users and then reselling this equipment at discounted prices.

On January 28, 2015, we filed a Report with the Securities and Exchange Commission on Form 8-K, which announced that (a) our principal shareholders had sold their shares of common stock to AMS Encino Investments, Inc., a California corporation controlled by Hector Guerrero, and (b) our principal shareholders were resigning as our officers and directors, and were appointing Mr. Guerrero and Jonathan Herzog as our new officers and directors. That change of control was completed on February 9, 2015.

As of May 31, 2018, AMS Encino Investments, Inc. (“AMS”) entered into a Common Stock Purchase Agreement (the “Stock Purchase Agreement”) pursuant to which AMS agreed to sell to Bagel Hole, Inc. (the “Purchaser”), the 5,753,333 shares of common stock (the “Shares”) of the “Company” owned by AMS, constituting approximately 79.3% of the Company’s 7,256,600 issued and outstanding common shares, for $90,000. The transaction was consummated on June 15, 2018; and as a result of the sale there was a change of control of the Company. There is no family relationship or other relationship between AMS and the Purchaser.

As a result of the sale under the Stock Purchase Agreement, Hector Guerrero, who was CEO of AMS and was the Company’s sole officer and director, resigned as the Company’s sole officer and director, and appointed Philip Romanzi, who is the owner of the Purchaser, as the sole director of the Company. Mr. Romanzi is now the Company’s sole officer and director.

.

Uses of estimates in the preparation of financial statements

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

Revenue Recognition

Our revenue recognition policy is in accordance with generally accepted accounting principles, which requires the recognition of sales when there is evidence of a sales agreement, the delivery of goods has occurred, the sales price is fixed or determined and the collectability of revenue is reasonably assured. The Company does not provide support on products sold unless a separate agreement for installation and setup has been entered into. The revenue from such an agreement would be reported separately as fee income if and when such services are performed, completed and accepted by the customer.

Net loss per share

Authoritative guidance on Earnings per Share requires dual presentation of basic and diluted earnings or loss per share (“EPS”) for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution; diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.

Basic loss per share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company, unless the effect is to reduce a loss or increase earnings per share.

Stock-based compensation

The Company has adopted the FASB standard on Share-Based Payment, which addresses the accounting for share-based payment transactions. The standard eliminates the ability to account for share-based compensation transactions using old standards, and generally requires instead that such transactions be accounted and recognized in the statement of operations based on their fair value. The standard is effective for public companies that file as small business issuers as of the first interim or annual reporting period that begins after December 15, 2005. Depending upon the number of and terms for options that may be granted in future periods, the implementation of this standard could have a significant non-cash impact on results of operations in future periods.

New 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.

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INCOME TAXES

3 Months Ended

Mar. 31, 2016

Income Tax Disclosure [Abstract]

INCOME TAXES

2. INCOME TAXES

The Company’s income tax benefit differs from the expected income tax benefit by applying the U.S. Federal statutory rate of 34% to net income (loss) as follows:

	Three Months Ended March 31,
	2016		2015
Income tax benefit at statutory rate of 34%	$	—	$	11,000
Change in valuation allowance		—		(11,000	)
	$	—	$	—

Federal and State net operating loss carryovers of approximately $770,000 at March 31, 2016 are available to offset future taxable income, if any, and expire in 2035. This results in a net deferred tax asset, assuming an effective tax rate of 34% of approximately $262,000 at March 31, 2016. A valuation allowance in the same amount has been provided to reduce the deferred tax asset, as realization of the asset is not assured. In February 2015, there was a change of control which could have an impact on the availability of net operating losses.

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GOING CONCERN

3 Months Ended

Mar. 31, 2016

Going Concern

GOING CONCERN

3. GOING CONCERN

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. During the three months ended March 31, 2016, the Company incurred a net loss of $706. The Company had an accumulated deficit of $772,493 as of March 31, 2016. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s future success is dependent upon its ability to acquire a business or assets, achieve profitable operations, generate cash from operating activities and obtain financing. We can provide no assurances in that regard.

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LOAN PAYABLE- RELATED PARTY

3 Months Ended

Mar. 31, 2016

Related Party Transactions [Abstract]

LOAN PAYABLE- RELATED PARTY

4. LOAN PAYABLE- RELATED PARTY

As of March 31, 2016 and December 31, 2015 management had advanced the Company amounts aggregating $36,090 for operating purposes. Advances are all due on demand with no interest payable.

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STOCKHOLDERS' (DEFICIENCY)

3 Months Ended

Mar. 31, 2016

Equity [Abstract]

STOCKHOLDERS' (DEFICIENCY)

5. STOCKHOLDERS’ (DEFICIENCY)

Preferred stock

At March 31, 2016, the Company had no shares of its preferred stock issued and outstanding.

Common stock

At March 31, 2016 and December 31, 2015, the Company had 7,256,600 shares of its common stock issued and outstanding.

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2016

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

6. SUBSEQUENT EVENTS

As of May 31, 2018, AMS Encino Investments, Inc. (“AMS”) entered into a Common Stock Purchase Agreement (the “Stock Purchase Agreement”) pursuant to which AMS agreed to sell to Bagel Hole, Inc. (the “Purchaser”), the 5,753,333 shares of common stock (the “Shares”) of the “Company” owned by AMS, constituting approximately 79.3% of the Company’s 7,256,600 issued and outstanding common shares, for $90,000. The transaction was consummated on June 15, 2018; and as a result of the sale there was a change of control of the Company. There is no family relationship or other relationship between AMS and the Purchaser.

As a result of the sale under the Stock Purchase Agreement, Hector Guerrero, who was CEO of AMS and was the Company’s sole officer and director, resigned as the Company’s sole officer and director, and appointed Philip Romanzi, who is the owner of the Purchaser, as the sole director of the Company. Mr. Romanzi is now the Company’s sole officer and director.

The Company has evaluated subsequent events through the date these financial statements were issued. There have been no other events that would require adjustments to or disclosures in the financial statements.

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SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2016

Accounting Policies [Abstract]

Basis of Presentation

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, 2015. 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, 2016 and for the three months ended March 31,2016 and 2015 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, 2015.

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, 2016 or any other period.

Uses of estimates in the preparation of financial statements

Uses of estimates in the preparation of financial statements

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

Revenue Recognition

Revenue Recognition

Our revenue recognition policy is in accordance with generally accepted accounting principles, which requires the recognition of sales when there is evidence of a sales agreement, the delivery of goods has occurred, the sales price is fixed or determined and the collectability of revenue is reasonably assured. The Company does not provide support on products sold unless a separate agreement for installation and setup has been entered into. The revenue from such an agreement would be reported separately as fee income if and when such services are performed, completed and accepted by the customer.

Net loss per share

Net loss per share

Authoritative guidance on Earnings per Share requires dual presentation of basic and diluted earnings or loss per share (“EPS”) for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution; diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.

Basic loss per share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company, unless the effect is to reduce a loss or increase earnings per share.

Stock-based compensation

Stock-based compensation

The Company has adopted the FASB standard on Share-Based Payment, which addresses the accounting for share-based payment transactions. The standard eliminates the ability to account for share-based compensation transactions using old standards, and generally requires instead that such transactions be accounted and recognized in the statement of operations based on their fair value. The standard is effective for public companies that file as small business issuers as of the first interim or annual reporting period that begins after December 15, 2005. Depending upon the number of and terms for options that may be granted in future periods, the implementation of this standard could have a significant non-cash impact on results of operations in future periods.

New Accounting Pronouncements

New 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.

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INCOME TAXES (Tables)

3 Months Ended

Mar. 31, 2016

Income Tax Disclosure [Abstract]

Income tax provision (benefit) at statutory rate

The Company’s income tax benefit differs from the expected income tax benefit by applying the U.S. Federal statutory rate of 34% to net income (loss) as follows:

	Three Months Ended March 31,
	2016		2015
Income tax benefit at statutory rate of 34%	$	—	$	11,000
Change in valuation allowance		—		(11,000	)
	$	—	$	—

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SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Jun. 15, 2018	Mar. 31, 2016	Dec. 31, 2015
Common stock, shares issued		7,256,600	7,256,600
Common stock, shares outstanding		7,256,600	7,256,600
Subsequent Event [Member]
Stock sold pursuant to Stock Purchase Agreement, shares	5,753,333
Percentage	79.30%
Stock sold pursuant to Stock Purchase Agreement, value	$ 90,000
Stock sold pursuant to Stock Purchase Agreement, description	As of May 31, 2018, AMS Encino Investments, Inc. ("AMS") entered into a Common Stock Purchase Agreement (the "Stock Purchase Agreement") pursuant to which AMS agreed to sell to Bagel Hole, Inc. (the "Purchaser"), the 5,753,333 shares of common stock (the "Shares") of the "Company" owned by AMS, constituting approximately 79.3% of the Company's 7,256,600 issued and outstanding common shares, for $90,000. The transaction was consummated on June 15, 2018; and as a result of the sale there was a change of control of the Company. There is no family relationship or other relationship between AMS and the Purchaser.

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Income Taxes (Schedule Of Components Of Income Tax Expense Benefit) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Income Tax Disclosure [Abstract]
Income tax provision (benefit) at statutory rate of 34%		$ 11,000
Change in valuation allowance		(11,000)
Income Tax Expense (Benefit)

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INCOME TAXES (Details Narrative)	3 Months Ended
	Mar. 31, 2016 USD ($)
Income Tax Disclosure [Abstract]
Net operating loss carry forwards	$ 770,000
Operating loss carryforward, expiration date	Dec. 31, 2035
Effective federal income tax rate	34.00%
Deferred tax asset, net operating loss	$ 262,000
Deferred tax asset, valuation allowance	$ 262,000
Operating loss carryforwards, limitations on use	In February 2015, there was a change of control which could have an impact on the availability of net operating losses.

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GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Going Concern
Accumulated deficit	$ 772,493		$ 771,787
Net loss	$ 706	$ 31,383

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LOAN PAYABLE- RELATED PARTY (Details Narrative) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Related Party Transactions [Abstract]
Loan payable - related party	$ 36,090	$ 36,090

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STOCKHOLDERS' (DEFICIENCY) (Details Narrative) - shares	Mar. 31, 2016	Dec. 31, 2015
Stockholders' Equity Note [Abstract]
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares issued	7,256,600	7,256,600
Common stock, shares outstanding	7,256,600	7,256,600

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SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Jun. 15, 2018	Mar. 31, 2016	Dec. 31, 2015
Common stock, shares issued		7,256,600	7,256,600
Common stock, shares outstanding		7,256,600	7,256,600
Subsequent Event [Member]
Stock sold pursuant to Stock Purchase Agreement, shares	5,753,333
Percentage	79.30%
Stock sold pursuant to Stock Purchase Agreement, value	$ 90,000
Stock sold pursuant to Stock Purchase Agreement, description	As of May 31, 2018, AMS Encino Investments, Inc. ("AMS") entered into a Common Stock Purchase Agreement (the "Stock Purchase Agreement") pursuant to which AMS agreed to sell to Bagel Hole, Inc. (the "Purchaser"), the 5,753,333 shares of common stock (the "Shares") of the "Company" owned by AMS, constituting approximately 79.3% of the Company's 7,256,600 issued and outstanding common shares, for $90,000. The transaction was consummated on June 15, 2018; and as a result of the sale there was a change of control of the Company. There is no family relationship or other relationship between AMS and the Purchaser.