schedule13d9122011.htm - Generated by SEC Publisher for SEC Filing

0001385152-11-000012.txt : 20110912 0001385152-11-000012.hdr.sgml : 20110912 20110912172414 ACCESSION NUMBER: 0001385152-11-000012 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20110912 DATE AS OF CHANGE: 20110912 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Polonitza David CENTRAL INDEX KEY: 0001385152 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 54B SANDRA CIRCLE STREET 2: APT B1 CITY: WESTFIELD STATE: NJ ZIP: 07090 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ITEX CORP CENTRAL INDEX KEY: 0000860518 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 930922994 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42668 FILM NUMBER: 111086386 BUSINESS ADDRESS: STREET 1: 3326 160TH AVE SE STREET 2: SUITE 100 CITY: BELLEVUE STATE: WA ZIP: 98008-6418 BUSINESS PHONE: 425-463-4000 MAIL ADDRESS: STREET 1: 3326 160TH AVE SE STREET 2: SUITE 100 CITY: BELLEVUE STATE: WA ZIP: 98008-6418 FORMER COMPANY: FORMER CONFORMED NAME: ITEX CORPORATION DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: ITEX BARTER SYSTEMS INC DATE OF NAME CHANGE: 19600201 SC 13D/A 1 schedule13d9122011.htm schedule13d9122011.htm - Generated by SEC Publisher for SEC Filing

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 10)*

ITEX CORPORATION

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

(Name of Issuer)

COMMON STOCK, PAR VALUE $.01 PER SHARE

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

(Title of Class of Securities)

465647204

---------

(CUSIP Number)

David Polonitza

54B Sandra Circle, Apt B1

Westfield, NJ 07090

(502) 4603141

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

(Name, Address and Telephone Number of the Person

Authorized to Receive Notices and Communications)

September 12, 2011

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

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X].

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.)

(Continued of following pages)

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1. Name of Reporting Person

David Polonitza

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2. Check the Appropriate Box (a) [X]

if a Member of a Group (b) [_]

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3. S.E.C. Use Only

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4. Source of Funds

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5. Check box if disclosure of legal proceedings is required

pursuant to items 2(D) or 2(E): / /

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6. Citizenship or Place of Organization

United States of America

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Number of Shares (7) Sole Voting Power 128,640

Beneficially (8) Shared Voting Power 0

Owned by Each (9) Sole Dispositive Power 128,640

Reporting Person (10) Shared Dispositive Power 0

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11. Aggregate Amount Beneficially Owned by Each Reporting Person

128,640

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12. Check if the Aggregate Amount in Row (11) Excludes Certain

[_]

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

13. Percent of Class Represented by Amount in Row 11

3.53%

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14. Type of Reporting Person IN

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

1. Name of Reporting Person

Wayne P. Jones

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2. Check the Appropriate Box (a) [X]

if a Member of a Group (b) [_]

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3. S.E.C. Use Only

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

4. Source of Funds

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

5. Check box if disclosure of legal proceedings is required

pursuant to items 2(D) or 2(E): / /

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6. Citizenship or Place of Organization

United States of America

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

Number of Shares (7) Sole Voting Power 0

Beneficially (8) Shared Voting Power 0

Owned by Each (9) Sole Dispositive Power 0

Reporting Person (10) Shared Dispositive Power 0

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11. Aggregate Amount Beneficially Owned by Each Reporting Person

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

12. Check if the Aggregate Amount in Row (11) Excludes Certain

[_]

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

13. Percent of Class Represented by Amount in Row 11

0.00%

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14. Type of Reporting Person IN

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

1. Name of Reporting Person

Kirk Anderson

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2. Check the Appropriate Box (a) [X]

if a Member of a Group (b) [_]

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3. S.E.C. Use Only

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

4. Source of Funds

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

5. Check box if disclosure of legal proceedings is required

pursuant to items 2(D) or 2(E): / /

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6. Citizenship or Place of Organization

United States of America

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

Number of Shares (7) Sole Voting Power 71,645

Beneficially (8) Shared Voting Power 0

Owned by Each (9) Sole Dispositive Power 71,645

Reporting Person (10) Shared Dispositive Power 0

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11. Aggregate Amount Beneficially Owned by Each Reporting Person

71,645

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

12. Check if the Aggregate Amount in Row (11) Excludes Certain

[_]

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

13. Percent of Class Represented by Amount in Row 11

1.96%

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14. Type of Reporting Person IN

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

1. Name of Reporting Person

Richard and Greta Polonitza Jt. Ten.

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2. Check the Appropriate Box (a) [X]

if a Member of a Group (b) [_]

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3. S.E.C. Use Only

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

4. Source of Funds

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

5. Check box if disclosure of legal proceedings is required

pursuant to items 2(D) or 2(E): / /

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

6. Citizenship or Place of Organization

United States of America

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

Number of Shares (7) Sole Voting Power 8,402

Beneficially (8) Shared Voting Power 0

Owned by Each (9) Sole Dispositive Power 8,402

Reporting Person (10) Shared Dispositive Power 0

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

11. Aggregate Amount Beneficially Owned by Each Reporting Person

8,402

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

12. Check if the Aggregate Amount in Row (11) Excludes Certain

[_]

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

13. Percent of Class Represented by Amount in Row 11

0.23%

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14. Type of Reporting Person IN

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

AMENDMENT NO. 10 TO SCHEDULE 13D

The following constitutes Amendment No. 10 ("Amendment No. 10") to the Schedule 13D filed by the undersigned. Amendment No. 10 amends the Schedule 13D as specifically set forth herein.

Item 2 is hereby amended and restated to read as follows:

Item 2. Identity and Background.

Mr. David Polonitza’s current address is 54B Sandra Circle, Apt B1, Westfield, NJ 07090. David Polonitza is Chief Operating Officer of AB Value Management LLC. AB Value Management LLC’s address is 92 West Main Street, Freehold NJ 07728. David Polonitza is the son of Richard Polonitza and Greta Polonitza. David Polonitza is a citizen of the United States of America.

Mr. Wayne P. Jones’ current address is 2000 Indian Chute, Louisville, Kentucky, 40207, and current business address is 555 South Floyd Street, Louisville, Kentucky 40202. Wayne P. Jones is a professor at the University of Louisville. Wayne P. Jones is a citizen of the United States of America.

Mr. Kirk Anderson’s current address is 6013 Clerkenwell Court, Burke, VA 22015. Kirk Anderson is a Network Engineer at Verizon Federal Network Systems, 1300 North 17th Street, Suite 1200 Arlington, VA 22209. Kirk Anderson is a citizen of the United States of America.

Mr. Richard Polonitza’s current address is 23 Retford Avenue, Cranford, New Jersey, 07016. Richard Polonitza is retired. Richard Polonitza is the father of David Polonitza and husband of Greta Polonitza. Richard Polonitza is a citizen of the United States of America.

Mrs. Greta Polonitza’s current address is 23 Retford Avenue, Cranford, New Jersey, 07016. Greta Polonitza is a retired teacher. Greta Polonitza is the wife of Richard Polonitza, and the mother of David Polonitza. Greta Polonitza is a citizen of the United States of America.

(d)-(e)

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3 is hereby amended and restated to read as follows:

Item 3. Source and Amount of Funds or Other Consideration.

David Polonitza, Richard Polonitza, Greta Polonitza, and Kirk Anderson each acquired his or her Common Stock currently held with personal funds either through a personal account or an IRA. None of the securities have now or ever been pledged for any loans nor used for other margin purposes. The aggregate total cost of the shares that these individuals may be deemed to beneficially own is approximately $723,544.

Item 4 is hereby amended and restated to read as follows:

Item 4. Purpose of Transaction.

On September 12, 2011, David Polonitza delivered a letter to the Corporate Secretary of the Issuer nominating Wayne P. Jones and David Polonitza (collectively, the “Nominees”) to be elected to the Board at the 2011 annual meeting of stockholders of the Issuer, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof.

Additionally, on September 8, 2011, Mr. Polonitza filed a lawsuit, derivatively on behalf of ITEX, against the existing directors of ITEX (Polonitza v. White (ITEX)). The lawsuit is pending in the Superior Court of Washington King County.

Item 5 is hereby amended and restated to read as follows:

Item 5. Interest in Securities of the Issuer.

(a)-(b). As of September 12, 2011, the aggregate number of shares of Common Stock and percentage of the outstanding Common Stock of the Issuer beneficially owned (i) by each of the Reporting Persons, and (ii) to the knowledge of the Reporting Persons, by each other person who may be deemed to be a member of a group, is as follows:

Reporting Person	Aggregate Number of Shares	Number of Shares: Sole Power to Vote or Dispose	Number of Shares: Shared Power to Vote or Dispose	Approximate Percentage*
David Polonitza	128640	128640	0	3.53%
Kirk Anderson	71645	71645	0	1.96%
Richard and Greta Polonitza	8402	8402	0	0.23%
Total	208,687	208,687	0	5.72%

^*Based on 3,644,942 shares of Common Stock, Par Value $0.01 per share, outstanding pursuant to the Issuer's Form 10-Q filed with the Securities and Exchange Commission on June 7, 2011, for the quarter ended April 30, 2011.

As of the close of business on September 12, 2011, the Reporting Persons collectively owned an aggregate of 208,687 Shares, constituting approximately 5.72% of the Shares outstanding.

Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the Shares owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any Shares he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own.

The Reporting Persons have verbally agreed and intend to vote any proxies or act on any shareholder matters as one group. No member of the group has the power or right to vote or dispose of the shares of any other member of the group.

c) The table below lists all the transactions in the Issuer's Common Stock in the last sixty days by the Reporting Persons. All transactions were made in the open market.

Transactions in Common Stock Within the Past Sixty Days

Party	Date of Purchase/ Sale	Number of Shares of the Common Stock	Buy/Sell	Price Per Share
		None

(d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock beneficially owned by the Reporting Persons.

(e) Not Applicable.

Item 6 is hereby amended and restated to read as follows:

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On September 12, 2011, the Reporting Persons entered into a Joint Filing Agreement pursuant to which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to securities of the Issuer, to the extent required by applicable law. A copy of this agreement is attached as an exhibit hereto and is incorporated herein by reference.

Item 7 is hereby amended to add the following exhibits:

Item 7. Material to be filed as Exhibits

1. Nomination Letter from David Polonitza to ITEX Corporation dated September 12, 2011 (filed herewith as Exhibit 99.1).

2. Power of Attorney (filed herewith as Exhibit 99.2).

3. Shareholder Demand Letter (filed herewith as Exhibit 99.3).

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 12, 2011

By: /s/ David Polonitza

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

Name: David Polonitza

By: /s/ David Polonitza

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

Name: David Polonitza as attorney-in-fact for Richard Polonitza

By: /s/ David Polonitza

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

Name: David Polonitza as attorney-in-fact for Greta Polonitza

By: /s/ David Polonitza

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

Name: David Polonitza as attorney-in-fact for Kirk Anderson

By: /s/ David Polonitza

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

Name: David Polonitza as attorney-in-fact for Wayne P. Jones

EX-1 2 ex991.htm ex991.htm - Generated by SEC Publisher for SEC Filing

EXHIBIT 99.1

David Polonitza

54B Sandra Circle, Apt B1

Westfield, NJ 07090

Sept 12, 2011

VIA FEDERAL EXPRESS AND FACSIMILE

Board of Directors of ITEX Corporation

3326 160th Avenue SE

Suite 100

Bellevue, WA 98008

Attention: Corporate Secretary

Re: PROPOSAL OF NOMINATION OF CANDIDATES FOR ELECTION AS DIRECTORS AT THE 2011 ANNUAL MEETING OF STOCKHOLDERS OF ITEX CORPORATION (the "CORPORATION")

Ladies and Gentlemen:

David Polonitza (“Polonitza”) hereby submits this notice (this "Notice") on the date hereof pursuant to the requirements set forth in Article II, Section 2.6 of the Amended and Restated Bylaws of the Corporation (attached as Exhibit 3.2 to the Form 8-K filed by the Corporation with the U.S. Securities and Exchange Commission (the "SEC") on December 19, 2008 (the "Bylaws") of his proposal to nominate the Slate (as defined below) for election as directors of the Corporation at the 2011 Annual Meeting of Stockholders of the Company, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “2011 Annual Meeting”).

Polonitza, is, as of the date hereof, the record owner of 200 and the beneficial owner of 128,435 shares of the Common Stock of ITEX Corporation. Enclosed is a copy of the stock certificate showing such record ownership. Polonitza is therefore entitled to nominate persons for election as directors at the Company’s 2011 Annual Meeting.

Polonitza has changed residences and the address on the books of ITEX Corporation should be changed to 54B Sandra Circle, Apt B1, Westfield NJ 07090 if not currently amended.

Polonitza hereby proposes to nominate for election as directors of the Corporation the following persons (each, a "Nominee" and collectively, the "Nominees" or the "Slate"):

Mr. Wayne P. Jones

Mr. David Polonitza

Polonitza believes that the terms of three (3) directors currently serving on the ITEX Board expire at the 2011 Annual Meeting. To the extent there are in excess of three (3) vacancies on the ITEX Board to be filled by election at the 2011 Annual Meeting or if the management of the Corporation increases the size of the ITEX Board above its existing size, Polonitza reserves the right to nominate additional nominees to be elected to the ITEX Board at the 2011 Annual Meeting.

EXHIBIT 99.1

The information concerning Polonitza and the Nominees required by Article II, Section 2.6 of the Bylaws is set forth below:

I. NAME AND ADDRESS OF THE STOCKHOLDER WHO INTENDS TO MAKE THE NOMINATION, AS THEY APPEAR ON THE CORPORATION'S STOCK LEDGER:

David Polonitza

Address: 54B Sandra Circle, Apt B1, Westfield NJ 07090

II. NAME, AGE, BUSINESS ADDRESS AND, IF KNOWN, RESIDENCE ADDRESS OF THE NOMINEES:

· Wayne P. Jones, 69

Business address: 555 South Floyd Street, Louisville, KY 40202

Residence address: 2000 Indian Chute, Louisville KY 40207

· David Polonitza, 31

Business address: 92 West Main Street, Freehold NJ 07090

Residence address: 54B Sandra Circle, Apt B1, Westfield NJ 07090

III. PRINCIPAL OCCUPATION OR EMPLOYMENT OF THE NOMINEES:

· WAYNE P. JONES has been a Professor of Business at the University of Louisville, College of Business & Public Administration, Louisville, Kentucky, since 1998. Mr. Jones is past CEO of Pizza Hut Franchise Association, President of KFC Canada, Senior VP of Operations for Arby’s Restaurants, and Vice President Marketing & Development for Tumbleweed Restaurants, Inc. He also held executive and marketing positions at the H.J. Heinz and General Mills companies. Mr. Jones is CEO and Managing Director of The University Group, LTD, a management consultancy, and consults with a wide range of clients. He is an active lecturer in Corporate Strategy, New Venture Creation, New Product Development, Franchising and Marketing Strategy. He is also a Certified Expert Witness in franchising who serves as an Expert Witness in Marketing and Franchising cases. Mr. Jones holds a Ph.D. from Marquette University and an MBA from the University of Louisville. He brings significant business and franchise experience and he will work to address ITEX’s franchise operations and governance issues.

· DAVID POLONITZA has been the Chief Operating Officer of AB Value Management LLC, an investment management firm, since 2011. From 2002 to 2010, Mr. Polonitza served in the United States Army, attaining the rank of Captain. Mr. Polonitza has a Bachelor of Science degree in Economics from the U.S. Military Academy at West Point and an MBA from the University of Louisville. He brings significant organizational and strategic experience and he will work to address ITEX’s governance issues.

IV. CLASS AND NUMBER OF SHARES OF STOCK OF ITEX WHICH ARE BENEFICIALLY OWNED BY THE NOMINEES AND BY THE NOMINATING STOCKHOLDER:

NAME

BENEFICIAL OWNERSHIP

· David Polonitza

128,640 shares of Common Stock, $0.01 par value.

EXHIBIT 99.1

David Polonitza has a Disclosable Interest, as defined by Article II, Section 2.6(a)(v) of the Bylaws, in 208,687 shares of Common Stock, $0.01 par value, owned by members of the “Polonitza Group” as disclosed in the Schedule 13D filed by Polonitza on December 27, 2007, as such filing was amended on March 3, 2009, September 9, 2009, April 6, 2010, June 30, 2010, July 19, 2010, September 8, 2010, December 17, 2010, April 27, 2011, and August 23, 2011.

· Wayne P. Jones

0 shares of Common Stock, $0.01 par value.

V. ANY OTHER INFORMATION RELATING THE PROPOSED NOMINEES THAT IS REQUIRED TO BE DISCLOSED IN A PROXY STATEMENT OR OTHER FILINGS REQUIRED TO BE MADE IN CONNECTION WITH THE SOLICITATION OF PROXIES FOR ELECTION OF DIRECTORS IN A CONTESTED ELECTION PURSUANT TO REGULATION 14A UNDER THE SECURITIES EXCHANGE ACT OF 1934:

There are no arrangements or understandings among the Nominees, other than the consents by the Nominees to serve as directors of ITEX if elected as such at the 2011 Annual Meeting, the decision to file this Notice and the arrangement to split the cost of the legal fees incurred by the Nominees in connection with this Notice.

	None of the Nominees is involved in any material legal proceeding in which he is a party adverse to, or has a material interest adverse to that of the Corporation or any of its subsidiaries. Derivatively on behalf of ITEX, Mr. David Polonitza is pursuing a lawsuit against the existing directors of ITEX.
	None of the Nominees has ever held any position or office with the Corporation, nor served as a Director of the Corporation.

To the best of Nominees’ knowledge, there exists no family relationship between the Nominees and any director, any other current nominee for election as director or any executive officer of the Corporation.

Presently, except as may be set forth in Item 2 above, none of the Nominees is a director or a nominee for election as director of any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

Within the past ten years, no petition under the Federal bankruptcy laws or any state insolvency law has been filed by or against, and no receiver, fiscal agent or similar court appointed officer has been appointed for the business or property of any Nominee or (a) any partnership in which any Nominee was a general partner; or (b) any corporation of which any Nominee was an executive officer, in either case within two years before the time of such filing.

Within the past ten years, none of the Nominees has been convicted in a criminal proceeding (excluding traffic violations or other minor offenses).

EXHIBIT 99.1

Within the past ten years, none of the Nominees has been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, that permanently or temporarily enjoined any of the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws.

Within the past ten years, none of the Nominees has been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in clause (i) of the item above, or the right to be associated with persons engaged in any such activity.

Within the past ten years, none of the Nominees has been found, by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission, to have violated any Federal or State securities law.

Within the past ten years, none of the Nominees has been found, by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission, to have violated any Federal commodities law.

Within the past ten years, none of the Nominees has been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State securities or commodities law or regulation; (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii)any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity.

Within the past ten years, none of the Nominees has been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its member or persons associated with a member.

The Nominees do not currently and do not expect, (other than pursuant to the Corporation’s existing plans and policies relating to Directors) if elected, to receive any cash compensation, bonus, deferred compensation, pension plan coverage, stock option or stock appreciation rights from the Corporation.

EXHIBIT 99.1

Neither the Nominees nor, to the best of the Nominees’ knowledge, any of the Nominees’ associates or immediate family members had or have a direct or indirect material interest in any transaction or series of similar transactions with the Corporation or any of its subsidiaries in which the amount involved exceeds $120,000 and which has occurred since January 1, 2009 or is currently proposed.

Each of the Nominees has not been an executive officer of, does not own, and did not own during 2008, 2009 or 2010 (of record or beneficially), an equity interest in excess of ten percent (10%) of any business or professional entity that has made, payments to the Corporation or its subsidiaries for property or services in excess of five percent (5%) of (i) the Corporation’s consolidated gross revenues for 2008, 2009 or 2010 or (ii) the other entity’s consolidated gross revenues for its last full fiscal year.

Each of the Nominees has not been an executive officer of, does not own, and did not own during 2008, 2009 or 2010 (of record or beneficially) an equity interest in excess of ten percent (10%) of any business or professional entity to which the Corporation or its subsidiaries has made payments for property or services in excess of five percent (5%) of (i) the Corporation’s consolidated gross revenues for 2008, 2009 or 2010 or (ii) the other entity’s consolidated gross revenues for its last fiscal year.

Each of the Nominees has not been an executive officer of, does not own and did not during 2008, 2009 or 2010 own (of record, or beneficially), an equity interest in excess of ten percent (10%) of any business or professional entity to which the Corporation or its subsidiaries was indebted in an aggregate amount in excess of five percent (5%) of the Corporation’s total consolidated assets as of January 1, 2009.

Each of the Nominees is not, and during 2008, 2009 or 2010 was not, a member of, or of counsel to, a law firm that the Corporation retained during 2008, 2009 or 2010, or to the best of such Nominee’s knowledge, proposes to retain during the current fiscal year.

	Each of the Nominees is not, and during 2008, 2009 or 2010 was not, a partner or executive officer of any investment banking firm that has performed services for the Corporation during 2008, 2009 or 2010 or that the Corporation proposes to have perform services during the current fiscal year.

	Since January 1, 2009, the Nominees have not been, and to the best of the Nominees’ knowledge none of the following persons has been, indebted to the Corporation or any of its subsidiaries in an amount that exceeds $120,000: (i) any immediate family members of the Nominees; (ii) any corporation or organization of which each Nominee is an executive officer or partner or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities; or (iii) any trust or estate in which each Nominee has a substantial beneficial interest or serves as a trustee or in a similar capacity.

VI. THE EXECUTED CONSENT OF THE NOMINEES TO SERVE AS A DIRECTOR OF ITEX, IF ELECTED:

Each of the Nominees hereby consents to be named as a nominee in this Notice, to be named as a nominee in any proxy statement filed by the Corporation or Polonitza and to serve as a director of the Corporation, if so elected.

EXHIBIT 99.1

Information is set forth herein as of the close of business on September 12, 2011. Neither the delivery of this Notice nor any delivery by any Nominee of additional information to the Corporation from and after the date hereof shall be deemed to constitute an admission by any Nominee that such delivery is required or that each and every item or any item of information is required or as to the legality or enforceability of any notice requirement or any other matter, or a waiver by any Nominee of their right to contest or challenge, in any way, the validity or enforceability of any notice requirement or any other matter (including actions taken by the Board of Directors of the Corporation in anticipation of or following receipt of this Notice). Furthermore, if the Board of Directors of the Corporation increases the number of directors to be nominated and elected at the 2011 Annual Meeting, Polonitza reserves the right to add additional director nominees in respect of each such additional directorship. In the event any statement or other information in this Notice is not true, or to the extent any applicable information has been omitted from this Notice, the Nominees reserve the right to correct and/or supplement any such statement or other information set forth in this Notice.

EXHIBIT 99.1

Please address any correspondence to David Polonitza at his home address or contact him by phone at 502-460-3141.

	Very truly yours,
	/s/ David Polonitza
	DAVID POLONITZA

	/s/ Wayne P. Jones
	WAYNE P. JONES

EX-2 3 ex992.htm ex992.htm - Generated by SEC Publisher for SEC Filing

EXHIBIT 99.2

POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitutes and appoints David Polonitza, the undersigned's true and lawful attorney-in-fact (“Attorney”) for the purpose of representing the undersigned’s participation in the proxy campaign during the Annual Meeting of the ITEX Corporation (the “Company”) or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “2011 Annual Meeting”), and the undersigned hereby authorizes Attorney to:

1) execute for and on behalf of the undersigned, in the undersigned's capacity as beneficial owner of shares of the Company, a Schedule 13D or any amendment thereto pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder, and Forms 3, 4, and 5 in accordance with Section 16(a) of the Exchange Act and the rules thereunder;

2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or amendment thereto or Form 3, 4, or 5 and timely file such Schedule or Form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of Attorney, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by Attorney on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as Attorney may approve in Attorney’s sole discretion.

The undersigned understands and acknowledges that the Schedule 13D and amendments thereto and the Forms 3, 4, and 5 referred to above may be filed jointly on behalf of a "group" as that term is defined in the rules promulgated under Section 13(d) of the Exchange Act. The undersigned hereby grants to Attorney full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that Attorney, or Attorney's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that Attorney, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d) or Section 16 of the Securities Exchange Act of 1934.

This instrument does not abrogate nor is it in place of any, but is in addition to all, statutory or common law rights that Shareholder has with respect to the purposes of this Power of Attorney.

All rights, powers, and authority of Attorney herein granted shall commence and be in full force and effect on the date hereof, and such rights, powers and authority shall remain in full force and effect from the date of execution hereof until the undersigned is no longer required to file Schedule 13D or Forms 3, 4, and 5 and amendments thereto with respect to the undersigned's holdings of and transactions in securities of the Company pertaining to the proxy campaign at the 2011 Annual Meeting, unless earlier revoked by the undersigned in a signed writing delivered to Attorney.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed at ___________________, as of this ___ day of September, 2011.

/s/ Richard Polonitza
RICHARD POLONITZA

(Printed Name)

STATE OF ________________ )

)

COUNTY OF ______________ )

The foregoing instrument was acknowledged before me this ______ day of ________20__ by _______________________, who ____ is personally known to me or who produced ________________________ as identification.

_______________________________

Notary Public

_______________________________

Printed Name

My commission expires:

POWER OF ATTORNEY

This instrument does not abrogate nor is it in place of any, but is in addition to all, statutory or common law rights that Shareholder has with respect to the purposes of this Power of Attorney.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed at ___________________, as of this ___ day of September, 2011.

/s/ Greta Polonitza
GRETA POLONITZA

(Printed Name)

STATE OF ________________ )

)

COUNTY OF ______________ )

_______________________________

Notary Public

_______________________________

Printed Name

My commission expires:

POWER OF ATTORNEY

This instrument does not abrogate nor is it in place of any, but is in addition to all, statutory or common law rights that Shareholder has with respect to the purposes of this Power of Attorney.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed at ___________________, as of this ___ day of September, 2011.

/s/ Kirk Anderson
KIRK ANDERSON

(Printed Name)

STATE OF ________________ )

)

COUNTY OF ______________ )

_______________________________

Notary Public

_______________________________

Printed Name

My commission expires:

POWER OF ATTORNEY

This instrument does not abrogate nor is it in place of any, but is in addition to all, statutory or common law rights that Shareholder has with respect to the purposes of this Power of Attorney.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed at ___________________, as of this ___ day of September, 2011.

/s/ Wayne P. Jones
WAYNE P. JONES

(Printed Name)

STATE OF ________________ )

)

COUNTY OF ______________ )

_______________________________

Notary Public

_______________________________

Printed Name

My commission expires:

EX-3 4 ex993.htm ex993.htm - Generated by SEC Publisher for SEC Filing

EXHIBIT 99.3

David Polonitza

54B Sandra Circle, Apt B1

Westfield, NJ 07090

TELEPHONE (502) 460-3141

FAX (908) 344-3467

September 12, 2011

Transmitted by Fax and Federal Express

Board of Directors of ITEX Corporation
3326 160th Avenue SE
Suite 100
Bellevue, WA 98008

Attention: Corporate Secretary

Re: Demand for Shareholder List

Dear Secretary,

This letter will advise you that David Polonitza, intends to solicit proxies to elect a slate of two nominees to the board of directors of ITEX Corporation (the "Corporation") at the 2011 Annual Meeting of Stockholders of the Company, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “2011 Annual Meeting”). A Schedule 14A was filed today with the Securities and Exchange Commission (the "SEC") and a press release was issued describing the identity of the participants in this solicitation and their beneficial ownership of the stock of the Corporation. Copies of the Schedule 14A and the press release are enclosed for your information.

We plan to promptly file a preliminary proxy statement with the SEC relating to its solicitation of proxies from the stockholders of the Corporation for use at the 2011 Annual Meeting.

In connection with our solicitation, we request the following information:

Demand for Stockholder Information

Pursuant to applicable law including, without limitation, Rule 14a-7 of the Securities Exchange Act of 1934 ("Exchange Act"), Section 78.105 of the General Corporation Law of Nevada and Nevada common law, I, as a beneficial holder of greater than five percent (5%) of the Corporation's common stock, par value $ .01 per share ("Common Stock"), hereby request to receive copies of the following:

1. A complete record or list of the record holders and beneficial holders of Common Stock including banks, brokers and similar entities, certified by the Corporation's transfer agent, showing the name and address of each holder, together with email address, if available, and the number of shares of Common Stock registered in the name of each record and beneficial holder as of the most recent date that such list is available to the Corporation. I also demand that a copy of such record or list as of the record date for the Annual Meeting ("Record Date") be delivered to me within five (5) days after the Record Date.

2. Computer lists (saved on magnetic computer tape, computer discs, CDs or the like) of the record holders and beneficial holders of Common Stock as of the most recent date that such lists are available. I also demand that a copy of these computer lists as of the Record Date be delivered to me within five (5) days after the Record Date. All computer lists produced by the Corporation should show the name and address of each holder, together with email address, if available, and the number of shares of Common Stock held by each holder. In addition to the foregoing, I demand such computer processing data (from which information can be obtained or translated through detection devices into a reasonably usable form) as is necessary to make use of such computer lists, discs or CDs and a printout of the computer lists.

3. All transfer sheets in the possession of the Corporation or its transfer agent showing changes in the lists of holders of Common Stock referred to above from the date of such lists to the Record Date.

4. All information in or which comes into the Corporation's possession or control or which can reasonably be obtained from nominees of any central certificate depository system concerning the number and identities of the actual beneficial owners of Common Stock, including a breakdown of any holdings in the name of Cede & Co. or any other clearing agency or other similar nominee, and a list or lists containing the name and address of each participant, together with email address, if available, and the number of shares of Common Stock attributable to such participant, in any employee stock ownership or comparable plan of the Corporation in which the voting of Common Stock is controlled, directly or indirectly, individually or collectively, by the participants in the plan.

5. As promptly as practicable, any and all omnibus proxies and correspondent participant listings with respect to all nominees and respondent banks which are currently in effect.

6. All lists, tapes, disks and other data in or which comes into the possession or control of the Corporation or reasonably obtainable or available pursuant to Rules 14b-1 and 14b-2 of the Exchange Act regarding the names and addresses of, together with email address, if available, and number of shares of Common Stock held by, each of the beneficial owners of shares of Common Stock who has not objected to having his name disclosed (the "NOBO list").

7. A statement pursuant to Rule 14a-7(a)(1)(ii) of the approximate number of record holders and beneficial holders of the Common Stock as of the most recent date available and as of the Record Date.

8. A list pursuant to Rule 14a-7(a)(2)(ii) of the names, addresses and security positions of the record holders, including banks, brokers and similar entities, of the Common Stock as of the most recent date available and as of the Record Date which have been or are to be solicited on the Corporation's behalf.

9. Any "stop transfer" list or stop list relating to the shares of Common Stock.

10. All additions, changes and corrections to any of the information requested pursuant to paragraphs 1 through 8 above from the date hereof until the undersigned requests termination of the transmission of such materials.

The purpose of this demand is to permit the undersigned to communicate with other stockholders of the Corporation on matters relating to their interests as stockholders, including but not limited to, the composition of the board of directors.

Please note that you are required under applicable SEC rules to deliver to us the information set forth above within five (5) business days of your receipt of this request, i.e., by Monday, September 19, 2011.

Enclosed as Schedule A is a declaration as required by Rule 14a-7(c)(2). We hereby confirm that we will comply with the requirements of Rule 14a-7(d) to the extent the Corporation provides to us the information set forth in Rule 14a-7 and will reimburse the Corporation its reasonable expenses incurred in connection with the production of the requested materials.

Please send the stockholder information and direct any questions regarding the foregoing request to: David Polonitza, 54B Sandra Circle, Apt B1, Westfield, NJ 07090; Phone: 502-460-3141; Fax: 908-344-3467; e-mail polonitza@enhanceitex.com.

Sincerely,

/s/ David Polonitza

By: David Polonitza

SCHEDULE A

DECLARATION OF DAVID POLONITZA

I, DAVID POLONITZA, declare under penalty of perjury, under the laws of the State of New Jersey, that the following statements are true and correct:

1. I am a beneficial owner 128,640 shares of common stock of ITEX Corporation.

2. Attached hereto as Exhibit A is a true and correct copy of Schedule 14A that David Polonitza filed with the Securities and Exchange Commission on September 12, 2011, which sets forth the press release issued on September 12, 2011, the proposal that will be made at the Annual Meeting of Stockholders of ITEX Corporation, or at any and all adjournments, postponements, continuations or reschedulings thereof, and the identity of the participants in this solicitation and their beneficial ownership of the stock of the Corporation.

3. As required by SEC Rule 14a-7(c)(2):

A. I hereby attest that I will not use the security holder list information for any purpose other than to solicit security holders with respect to the same meeting or action by consent or authorization for which ITEX Corporation is soliciting or intends to solicit or to communicate with security holders with respect to its 2011 Annual Meeting of Stockholders.

B. I further attest that I will not disclose such security holder list information to any person other than a beneficial owner for whom the request was made and an employee or agent to the extent necessary to effectuate the communication or solicitation.

DATED this 12th day of September, 2011, at Westfield, New Jersey.

/s/ David Polonitza

David Polonitza