Company Quick10K Filing
Quick10K
Intelligent Buying
10-Q 2019-06-30 Quarter: 2019-06-30
10-Q 2019-03-31 Quarter: 2019-03-31
10-K 2018-12-31 Annual: 2018-12-31
10-Q 2018-09-30 Quarter: 2018-09-30
10-Q 2018-06-30 Quarter: 2018-06-30
10-Q 2018-03-31 Quarter: 2018-03-31
10-K 2017-12-31 Annual: 2017-12-31
10-Q 2017-09-30 Quarter: 2017-09-30
10-Q 2017-06-30 Quarter: 2017-06-30
10-Q 2017-03-31 Quarter: 2017-03-31
10-K 2016-12-31 Annual: 2016-12-31
10-Q 2016-09-30 Quarter: 2016-09-30
10-Q 2016-06-30 Quarter: 2016-06-30
10-Q 2016-03-31 Quarter: 2016-03-31
10-K 2015-12-31 Annual: 2015-12-31
10-Q 2015-09-30 Quarter: 2015-09-30
10-Q 2015-06-30 Quarter: 2015-06-30
10-Q 2015-03-31 Quarter: 2015-03-31
10-K 2014-12-31 Annual: 2014-12-31
10-Q 2014-09-30 Quarter: 2014-09-30
10-Q 2014-06-30 Quarter: 2014-06-30
10-Q 2014-03-31 Quarter: 2014-03-31
10-K 2013-12-31 Annual: 2013-12-31
8-K 2019-08-02 Exhibits
8-K 2019-04-27 Enter Agreement, Exhibits
8-K 2019-03-13 Enter Agreement, Shell Status, Exhibits
8-K 2018-06-15 Enter Agreement, Control, Exhibits
SPB Spectrum Brands Holdings 2,661
CMDT iShares Commodity Optimized Trust 16
CIIX ChineseInvestors.com 14
ACUR Acura Pharmaceuticals 5
TNTY True Nature Holding 1
FLLZ Fellazo 0
KLDK Global House Holdings 0
TMCC Toyota Motor Credit 0
NEST Nestbuilder.com 0
PTLF Petlife Pharmaceuticals 0
INTB 2019-06-30
Part I. Financial Information
Item 1. Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II. Other Information
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
EX-31.1 intb_ex31z1.htm
EX-32.1 intb_ex32z1.htm

Intelligent Buying Earnings 2019-06-30

INTB 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

10-Q 1 intb_10q.htm AMENDED QUARTERLY REPORT Quarterly Report

 



 

 

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 June 30, 2019

 

 

¨

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.)


400 Seventh Avenue

Brooklyn, NY

11215

(Address of principal executive offices)

(Zip Code)


Registrant's telephone number, including area code: (718) 788-4014


Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.01

 

INTB

 

None


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 þ No ¨


Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit 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.


Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

þ

Smaller reporting company

þ

 

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 ¨ No þ


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 (September 23, 2019): 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 Stockholders’ Equity (Deficit) (Unaudited)

3

 

 

Condensed Statements of Cash Flows (Unaudited)

4

 

 

Unaudited Condensed Notes to Financial Statements

5

 

 

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

10

 

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

11

 

 

ITEM 4.

CONTROLS AND PROCEDURES

11

 

 

PART II. OTHER INFORMATION

 

 

 

ITEM 1.

LEGAL PROCEEDINGS

12

 

 

ITEM 1A.

RISK FACTORS

12

 

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

12

 

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

12

 

 

ITEM 4.

MINE SAFETY DISCLOSURES

12

 

 

ITEM 5.

OTHER INFORMATION

12

 

 

ITEM 6.

EXHIBITS

12

 

 

SIGNATURES

13










 


PART I. FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS


INTELLIGENT BUYING, INC.

CONDENSED BALANCE SHEETS

(UNAUDITED)


 

 

June 30

2019

 

 

December 31,

2018

 

 

 

 

 

 

 

 

ASSETS

  

                       

  

  

                       

  

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

Cash

 

$

12,935

 

 

$

53,129

 

Loan Receivable

 

 

17,611

 

 

 

 

TOTAL CURRENT ASSETS

 

 

30,546

 

 

 

53,129

 

OTHER ASSETS

 

 

 

 

 

 

 

 

Deposit

 

 

12,043

 

 

 

12,043

 

Office Equipment

 

 

3,056

 

 

 

 

TOTAL ASSETS

 

$

45,645

 

 

$

65,172

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

73,254

 

 

$

26,662

 

Loan payable- other

 

 

176,675

 

 

 

156,675

 

TOTAL CURRENT LIABILITIES

 

 

249,929

 

 

 

183,337

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ DEFICIENCY:

 

 

 

 

 

 

 

 

Preferred Stock – Par Value of $0.001; 25,000,000 shares authorized; no shares issued and outstanding as of June 30, 2019 and December 31, 2018

 

 

 

 

 

 

Common Stock – Par Value of $0.001; 50,000,000 shares authorized; 7,256,600 shares issued and outstanding as of June 30, 2019 and December 31, 2018

 

 

7,257

 

 

 

7,257

 

Additional paid-in capital

 

 

759,761

 

 

 

759,761

 

Accumulated deficit

 

 

(971,302

)

 

 

(885,183

)

TOTAL STOCKHOLDERS’ DEFICIENCY

 

 

(204,284

)

 

 

(118,165

)

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

 

$

45,645

 

 

$

65,172

 



See accompanying notes to unaudited condensed financial statements





1



 


INTELLIGENT BUYING, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

  

                       

  

  

                       

  

  

                       

  

  

                       

  

REVENUES

 

$

 

 

$

 

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

36,622

 

 

 

33,214

 

 

 

86,119

 

 

 

35,511

 

TOTAL OPERATING EXPENSES

 

 

36,622

 

 

 

33,214

 

 

 

86,119

 

 

 

35,511

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE PROVISION FOR INCOME TAX

 

 

(36,622

)

 

 

(33,214

)

 

 

(86,119

)

 

 

(35,511

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PROVISION FOR INCOME TAX

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$

(36,622

)

 

$

(33,214

)

 

$

(86,119

)

 

$

(35,511

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS PER COMMON SHARE - BASIC AND DILUTED

 

$

(0.01

)

 

$

(0.01

)

 

$

(0.01

)

 

$

(0.01

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

 

 

7,256,600

 

 

 

7,256,600

 

 

 

7,256,600

 

 

 

7,256,600

 



See accompanying notes to unaudited condensed financial statements




2



 


INTELLIGENT BUYING, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)


 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

Number of

 

 

Common

 

 

Paid-in

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Stock

 

 

Capital

 

 

Deficit

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE AT DECEMBER 31, 2018

 

 

7,256,600

 

 

$

7,257

 

 

$

759,761

 

 

$

(885,183

)

 

$

(118,165

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the three months ending March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

(49,497

)

 

 

(49,497

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE AT MARCH 31, 2019

 

 

7,256,600

 

 

$

7,257

 

 

$

759,761

 

 

 

(934,680

)

 

 

(167,662

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the three months ending June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

(36,622

)

 

 

(36,622

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE AT JUNE 30, 2019

 

 

7,256,600

 

 

$

7,257

 

 

$

759,761

 

 

 

(971,302

)

 

 

(204,284

)


 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

Number of

 

 

Common

 

 

Paid-in

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Stock

 

 

Capital

 

 

Deficit

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE AT DECMEBER 31, 2017

 

 

7,256,600

 

 

$

7,257

 

 

$

723,671

 

 

$

(790,222

)

 

$

(59,294

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the three months ending March 31, 2018

 

 

 

 

 

 

 

 

 

 

 

(2,297

)

 

 

(2,297

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE AT MARCH 31, 2018

 

 

7,256,600

 

 

$

7,257

 

 

$

723,671

 

 

 

(792,519

)

 

 

(61,591

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forgiveness of related party loans

 

 

 

 

 

 

 

 

36,090

 

 

 

 

 

 

36,090

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the three months ending June 30, 2018

 

 

 

 

 

 

 

 

 

 

 

(33,214

)

 

 

(33,214

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE AT JUNE 30, 2018

 

 

7,256,600

 

 

$

7,257

 

 

$

759,761

 

 

 

(825,733

)

 

 

(58,715

)




See accompanying notes to unaudited condensed financial statements




3



 


INTELLIGENT BUYING, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


 

 

Six Months Ended

June 30,

 

 

 

2019

 

 

2018

 

OPERATING ACTIVITIES:

  

                       

  

  

                       

  

Net loss

 

$

(86,119

)

 

$

(35,511

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Loan receivable

 

 

(17,611

)

 

 

 

Accounts payable and accrued expenses

 

 

46,592

 

 

 

(1,912

)

NET CASH USED IN OPERATING ACTIVITIES

 

 

(57,138

)

 

 

(37,423

)

 

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Purchase of office equipment

 

 

(3,056

)

 

 

 

NET CASH USED IN INVESTING ACTIVITIES

 

 

(3,056

)

 

 

 

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds of loan payable – other

 

 

20,000

 

 

 

37,423

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

20,000

 

 

 

37,423

 

 

 

 

 

 

 

 

 

 

CHANGE IN CASH

 

 

(40,194

)

 

 

 

 

 

 

 

 

 

 

 

 

CASH - BEGINNING OF PERIOD

 

 

53,129

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH - END OF PERIOD

 

$

12,935

 

 

$

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

 

Interest

 

$

 

 

$

 

Taxes

 

$

 

 

$

4,002

 



See accompanying notes to unaudited condensed financial statements





4



 


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, 2018. 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 June 30, 2019 and for the six months ended June 30, 2019 and 2018 are unaudited and should be read in conjunction with the audited financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

 

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, 2018 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. 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. The Purchaser transferred 100,000 of those shares to unaffiliated persons. 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 currently the Company’s sole officer and director.


As reported in a Form 8-K filed with the SEC on March 19, 2019, the Company signed a Reorganization Agreement with Jaguaring, Inc., d/b/a Cannavolve (“Cannavolve”), a Washington corporation, which provided for, among other matters, the acquisition of Cannavolve by the Company, and a change of control and management. The Form 8-K also disclosed that (a) the Company borrowed $70,757 from PureEnergy714, LLC pursuant to a convertible promissory note; and (b) Bagel Hole, Inc., the Company’s majority shareholder had loaned Cannavolve $235,714.71. As further reported in that Form 8-K, because of the signing of the Reorganization Agreement and the issuance of the related notes, the Company is no longer a “shell,” as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934.


Cannavolve, based in Seattle, is a privately-owned accelerator serving the cannabis and hemp industry. Cannavolve has three operating divisions: Green Ambrosia Jamaica; Consumer Products Group; and Seattle Development Group. The business plan calls for (a) taking majority stakes, (b) acquiring companies in their entirety, and/or (c) conducting joint ventures within the global cannabis and hemp space. Cannavolve’s strategy is to develop these portfolio positions for the purpose of selling them or spinning them off as their own public companies, with the objective of maximizing shareholder value.





5



 


On April 26, 2019, the parties amended the Reorganization Agreement. The material terms of the amended Reorganization Agreement are as follows:


1.

Section 3.01(c) of the Reorganization Agreement is hereby amended, so that Section 3.01(c) shall be and read as follows:“(c) Capital Structure. The authorized capital stock of the Company consists of 50,000,000 shares of Company common stock at par value $.001 per share, and 25,000,000 shares of Preferred Stock, par value $.001 per share. There are 7,256,600 shares of common stock currently issued and outstanding, and 100,000 shares of Preferred Stock, which Preferred Stock will be issued to Principal Holdings, LLC (“Principal”) before the Closing, in consideration of Principal successfully negotiating the purchase of INTB, structuring this Agreement and the capitalization, and performing due-diligence. All outstanding shares of common stock and Preferred Stock of the Company are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights. At and as of the Closing INTB’s current principal shareholder (the “INTB Principal”) will return to INTB, for cancellation and retirement, 3,446,950 shares owned by the INTB Principal, so that, as a result of the retirement of the 3,446,950 shares by the INTB Principal, and the issuance of up to 3,446,950 shares to the HOLDERS, INTB will have issued and outstanding 7,256,600 common shares as of the Closing. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote, except for (1) the INTB Convertible Note (the “INTB Note,” a copy of which is attached hereto as Exhibit “B”; and (2)the issuance of restricted INTB shares pursuant to a minimum of $1,500,000, up to a maximum of $2,000,000 (net of fees, costs and commissions) in a Rule 506(c) offering (the “Pre-Closing Offering”) before the Closing of the Reorganization contemplated by this Agreement. INTB and CANNAVOLVE both acknowledge and agree that all of the proceeds from the Pre-Closing Offering will be held in escrow, and none of the proceeds of the offering, will be released to INTB until completion of the Closing. Except for the INTB Note, the Pre-Closing Offering, and proposed issuance of common shares to the HOLDERS pursuant to this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party or by which it is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company Common Stock or other securities under the Securities Act of 1933, as amended (the "Securities Act"), except as set forth in Article VII, Post-Closing Recapitalization.”


2.

The following words are added to the end of Section 3.02(c): "except as set forth in Article VII, Post-Closing Recapitalization.”


3.

The following Article and Section is hereby added to the Reorganization Agreement:


“ARTICLE VII

POST-CLOSING RECAPITALIZATION


7.01 Increase in Authorized Common Shares; Forward Split.  Immediately after completion of the Reorganization, each of CANNAVOLVE, INTB and HOLDERS shall cause INTB to (a) increase its authorized common shares to 500,000,000, and (b) effect a 6.69341354721-for-1 forward split of the 8,964,036 common shares which will be issued and outstanding as of the Closing of the Reorganization, to 60,000,000 common shares. All parties shall cooperate to effect this recapitalization, as promptly as practicable.”


4.

Other than as specifically set forth above, the Reorganization Agreement is hereby confirmed, and remains in full force and effect.


All descriptions of the Reorganization Agreement and the Amendment are qualified in their entirety by reference to the Forms 8-K filed with the SEC on March 19, 2019 and May 6, 2019, and the Exhibits filed with those Forms 8-K.


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.




6



 


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 21% to net income (loss) as follows:


 

 

Six Months Ended June 30,

 

 

 

2019

 

 

2018

 

Income tax benefit at statutory rate of 21%

 

$

 

 

$

7,000

 

 

 

 

 

 

 

 

 

  

Change in valuation allowance

 

 

 

 

 

 

 

 

$

 

 

$

7,000

 


The tax effects of temporary differences that give rise to the Company’s net deferred tax liability as of June 30, 2019 and December 31, 2018 are as follows:


 

 

June 30,
2019

 

 

December 31,
2018

 

Deferred Tax Assets

 

 

 

 

 

 

Net Operating Losses

 

$

204,000

 

 

$

186,000

 

Less:  Valuation Allowance

 

 

 (204,000

)

 

 

(186,000

)

Deferred Tax Assets – Net

 

$

 

 

$

 


As of June 30, 2019, the Company had approximately $971,000 of federal and state net operating loss carryovers (“NOLs”), which begin to expire in 2038. Utilization of the NOLs may be subject to limitation under the Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under regulations.




7



 


In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against the entire deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.


On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a federal corporate tax rate decrease from 34% to 21% for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of foreign earnings. We have estimated our provision for income taxes in accordance with the Tax Act and guidance available as of the date of this filing but have kept the full valuation allowance. As a result, the Company has recorded no income tax expense during the six months ended June 30, 2019.


The Company’s deferred tax assets and liabilities were remeasured to reflect the reduction in the U.S. corporate income tax rate from 34% to 21%, resulting in a deferred tax expense of approximately $103,000 in 2017 that is still fully valued against as of June 30, 2019. This expense is attributable to the Company being in a net deferred tax asset position at the time of remeasurement. The company maintains a full valuation allowance.


On December 22, 2017, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued to address the application of US GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. The deferred tax expense recorded in connection with the remeasurement of deferred tax assets is a provisional amount and a reasonable estimate at December 31, 2017 based upon the best information currently available. The ultimate impact may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of the Tax Act. Any subsequent adjustment to these amounts will be recorded to current tax expense in the quarter of 2018 when the analysis is complete. The accounting is expected to be complete when the 2017 U.S. corporate income tax return is filed.


3. GOING CONCERN

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred losses since inception and has an accumulated deficit of $971,302 as of June 30, 2019.  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. These factors among others, raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of these uncertainties. The Company will require additional financing moving forward and is pursuing various strategies to accomplish this, including seeking equity funding and/or debt funding from private placement sources. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful.

 

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.


4. LOAN PAYABLE- OTHER


Since the change of control of the Company in May 2018, we have received advances from Pure Energy 714 LLC, an unaffiliated entity, with an outstanding balance of $156,675 as of December 31, 2018, at which time there was no formal arrangement between the Company and Pure Energy 714 LLC regarding the terms for repayment of these advances. Following further advances during this quarter, an amount of $176,675 was outstanding as of June 30, 2019. On March 15, 2019, specific terms were reached on $70,757 of such advances pursuant to an unsecured convertible promissory note entered into between the Company and Pure Energy 714 LLC, the terms call for repayment of the advances including interest on any unconverted principal amount at a rate of 4% per annum and a repayment date on or before August 15, 2022. Additional terms include a voluntary conversion option, pursuant to which Pure Energy 714 LLC may convert any outstanding balance at $0.05 per share into shares of common stock.




8



 


5. STOCKHOLDERS’ (DEFICIENCY)

 

Preferred stock

 

At June 30, 2019 and December 31, 2018, the Company had no shares of its preferred stock issued and outstanding.

 

Common stock

 

At June 30, 2019 and December 31, 2018, the Company had 7,256,600 shares of its common stock issued and outstanding.


6. SUBSEQUENT EVENTS


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.







9



 


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 since 2004 in the business of asset management and sales of high-end computerized networking equipment to emerging high technology companies. Commencing in 2011, the Company began providing advertising services to promote products and services of third parties (primarily a related company, Anchorfree Wireless, Inc.) to the Company’s customer base. Under this business model, third parties pay the Company a fee to disseminate their advertising to the Company’s customer base.  The Company has abandoned this previous business.


The Company maintained its business model and operations described above, since the change of control on February 9, 2105, until October, 2016, when new management discontinued operations. Since then management has explored other business opportunities, in an effort to enhance shareholder value.


On March 13, 2019, we entered into a Reorganization Agreement (the “Reorganization Agreement”) pursuant to which the Company agreed to acquire Jaguaring Company d/b/a Cannavolve (“Cannavolve”), a Washington corporation.


Cannavolve, based in Seattle, is a privately-owned accelerator serving the cannabis and hemp industry. Cannavolve has three operating divisions: Green Ambrosia Jamaica; Consumer Products Group; and Seattle Development Group. The business plan calls for (a) taking majority stakes, (b) acquiring companies in their entirety, and/or (c) conducting joint ventures within the global cannabis and hemp space. Cannavolve’s strategy is to develop these portfolio positions for the purpose of selling them or spinning them off as their own public companies, with the objective of maximizing shareholder value.


Results of Operations for Fiscal Quarter Ended June 30, 2019 Compared To June 30, 2018

 

During the second fiscal quarter of 2019, we incurred a net loss of $36,622 with no revenues, compared to a net loss of $33,214 with no revenues in the second fiscal quarter of 2018. Selling, general and administrative expenses in the second quarter of 2019 were $36,622 compared to $33,214 in the second quarter of 2018.


A significant amount of the second fiscal quarter expenses is attributable to the Company’s efforts to advance its business plan with Cannavolve, including the continued engagement of an operations consultant. The company is accruing an expense of $10,000 per month in connection with the operations consultant, which shall be paid out following the completion of the Reorganization Agreement. Notwithstanding the above, the Company’s other Selling, general and administrative expenses during the quarter were in fact significantly reduced compared to the second quarter of 2018, as the Company’s efforts to to reorganize and bring its corporate affairs and filings current is nearing completion.

 



10



 


Liquidity and Capital Resources

 

We had $12,935 cash on hand and current assets of $30,546 at June 30, 2019.  We have accumulated deficit of $971,302 as of June 30, 2019. As of June 30, 2019, we had total liabilities of $249,929 and a negative net working capital of $219,382.

 

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 six months ended June 30, 2019, the Company incurred a net loss of $86,119. The Company had an accumulated deficit of $971,302 as of June 30, 2019. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.


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 June 30, 2019. 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 June 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.






11



 


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








12



 


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:  September 27, 2019

 

By:

/s/ Philip Romanzi

 

 

 

 

Philip Romanzi

 

 

 

 

Chief Executive Officer and Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 











13