SC 13D/A 1 formsc13da.htm ITEX CORPORATION SC 13D A 9-17-2009 formsc13da.htm


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. 2)*

ITEX CORPORATION

(Name of Issuer)


COMMON STOCK, PAR VALUE $.01 PER SHARE

(Title of Class of Securities)

465647204

(CUSIP Number)


David Polonitza
2550 Nelsonville Road
Boston, KY 40107
(502) 460-3141

Copy to:

Andy Beame
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, NY 10036
Phone: (212) 336-2704

(Name, Address and Telephone Number of the Person
Authorized to Receive Notices and Communications)


September 17, 2009

(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)

 
 

 
 
1.
Name of Reporting Person
 
David and Rebecka Polonitza Jt Ten


2.
Check the Appropriate Box
(a)     x
 
if a Member of a Group
(b)     o
 

3.
S.E.C. Use Only


4.
Source of Funds

PF


5.
Check box if disclosure of legal proceedings is required pursuant to items 2(D) or 2(E): o
 

6.
Citizenship or Place of Organization

United States of America
 

Number of Shares
(7)
Sole Voting Power
631,100
Beneficially
(8)
Shared Voting Power
0
Owned by Each
(9)
Sole Dispositive Power
631,100
Reporting Person
(10)
Shared Dispositive Power
0


11.
Aggregate Amount Beneficially Owned by Each Reporting Person

631,100
 

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

o
 

13.
Percent of Class Represented by Amount in Row 11

3.53%
 

14.
Type of Reporting Person
IN

 
1

 
 
1.
Name of Reporting Person
 
Rahul Pagidipati


2.
Check the Appropriate Box
(a)     x
 
if a Member of a Group
(b)     o
 

3.
S.E.C. Use Only


4.
Source of Funds

PF


5.
Check box if disclosure of legal proceedings is required pursuant to items 2(D) or 2(E): o
 

6.
Citizenship or Place of Organization

United States of America
 

Number of Shares
(7)
Sole Voting Power
15,000
Beneficially
(8)
Shared Voting Power
591,080
Owned by Each
(9)
Sole Dispositive Power
15,000
Reporting Person
(10)
Shared Dispositive Power
591,080


11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
606,080
 

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

o
 

13.
Percent of Class Represented by Amount in Row 11

3.39%
 

14.
Type of Reporting Person
IN

 
2

 
 
1.
Name of Reporting Person
 
Pagidipati Family Limited Partnership


2.
Check the Appropriate Box
(a)     x
 
if a Member of a Group
(b)     o
 

3.
S.E.C. Use Only


4.
Source of Funds

WC, OO


5.
Check box if disclosure of legal proceedings is required pursuant to items 2(D) or 2(E): o
 

6.
Citizenship or Place of Organization

United States of America
 

Number of Shares
(7)
Sole Voting Power
0
Beneficially
(8)
Shared Voting Power
591,080
Owned by Each
(9)
Sole Dispositive Power
0
Reporting Person
(10)
Shared Dispositive Power
591,080


11.
Aggregate Amount Beneficially Owned by Each Reporting Person

591,080
 

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

o
 

13.
Percent of Class Represented by Amount in Row 11

3.31%
 

14.
Type of Reporting Person
PN

 
3

 
 
1.
Name of Reporting Person
 
Drs. Devaiah and Rudrama Pagidipati, Jt. Ten.


2.
Check the Appropriate Box
(a)     x
 
if a Member of a Group
(b)     o
 

3.
S.E.C. Use Only


4.
Source of Funds

PF


5.
Check box if disclosure of legal proceedings is required pursuant to items 2(D) or 2(E): o
 

6.
Citizenship or Place of Organization

United States of America
 

Number of Shares
(7)
Sole Voting Power
44,000
Beneficially
(8)
Shared Voting Power
591,080
Owned by Each
(9)
Sole Dispositive Power
44,000
Reporting Person
(10)
Shared Dispositive Power
591,080


11.
Aggregate Amount Beneficially Owned by Each Reporting Person

635,080
 

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

o
 

13.
Percent of Class Represented by Amount in Row 11

3.55%
 

14.
Type of Reporting Person
IN

 
4

 
 
1.
Name of Reporting Person
 
Kirk Anderson


2.
Check the Appropriate Box
(a)     x
 
if a Member of a Group
(b)     o
 

3.
S.E.C. Use Only


4.
Source of Funds

PF


5.
Check box if disclosure of legal proceedings is required pursuant to items 2(D) or 2(E): o
 

6.
Citizenship or Place of Organization

United States of America
 

Number of Shares
(7)
Sole Voting Power
348,880
Beneficially
(8)
Shared Voting Power
0
Owned by Each
(9)
Sole Dispositive Power
348,880
Reporting Person
(10)
Shared Dispositive Power
0


11.
Aggregate Amount Beneficially Owned by Each Reporting Person

348,880
 

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

o
 

13.
Percent of Class Represented by Amount in Row 11

1.95%
 

14.
Type of Reporting Person
IN

 
5

 
 
1.
Name of Reporting Person
 
Paul Kim


2.
Check the Appropriate Box
(a)     x
 
if a Member of a Group
(b)     o
 

3.
S.E.C. Use Only


4.
Source of Funds

PF


5.
Check box if disclosure of legal proceedings is required pursuant to items 2(D) or 2(E): o
 

6.
Citizenship or Place of Organization

United States of America
 

Number of Shares
(7)
Sole Voting Power
30,000
Beneficially
(8)
Shared Voting Power
0
Owned by Each
(9)
Sole Dispositive Power
30,000
Reporting Person
(10)
Shared Dispositive Power
0


11.
Aggregate Amount Beneficially Owned by Each Reporting Person

30,000
 

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

o
 

13.
Percent of Class Represented by Amount in Row 11

0.17%
 

14.
Type of Reporting Person
IN

 
6

 
 
1.
Name of Reporting Person
 
Richard and Greta Polonitza Jt Ten


2.
Check the Appropriate Box
(a)     x
 
if a Member of a Group
(b)     o
 

3.
S.E.C. Use Only


4.
Source of Funds

PF


5.
Check box if disclosure of legal proceedings is required pursuant to items 2(D) or 2(E): o
 

6.
Citizenship or Place of Organization

United States of America
 

Number of Shares
(7)
Sole Voting Power
39,660
Beneficially
(8)
Shared Voting Power
0
Owned by Each
(9)
Sole Dispositive Power
39,660
Reporting Person
(10)
Shared Dispositive Power
0


11.
Aggregate Amount Beneficially Owned by Each Reporting Person

39,660
 

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

o
 

13.
Percent of Class Represented by Amount in Row 11

0.22%
 

14.
Type of Reporting Person
IN

 
7

 
 
1.
Name of Reporting Person
 
Jonathan Polonitza


2.
Check the Appropriate Box
(a)     x
 
if a Member of a Group
(b)     o
 

3.
S.E.C. Use Only


4.
Source of Funds

PF


5.
Check box if disclosure of legal proceedings is required pursuant to items 2(D) or 2(E): o
 

6.
Citizenship or Place of Organization

United States of America
 

Number of Shares
(7)
Sole Voting Power
17,800
Beneficially
(8)
Shared Voting Power
0
Owned by Each
(9)
Sole Dispositive Power
17,800
Reporting Person
(10)
Shared Dispositive Power
0


11.
Aggregate Amount Beneficially Owned by Each Reporting Person

17,800
 

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

o
 

13.
Percent of Class Represented by Amount in Row 11

0.10%
 

14.
Type of Reporting Person
IN

 
8

 
 
1.
Name of Reporting Person
 
Benjamin Polonitza


2.
Check the Appropriate Box
(a)     x
 
if a Member of a Group
(b)     o
 

3.
S.E.C. Use Only


4.
Source of Funds

PF


5.
Check box if disclosure of legal proceedings is required pursuant to items 2(D) or 2(E): o
 

6.
Citizenship or Place of Organization

United States of America
 

Number of Shares
(7)
Sole Voting Power
3,100
Beneficially
(8)
Shared Voting Power
0
Owned by Each
(9)
Sole Dispositive Power
3,100
Reporting Person
(10)
Shared Dispositive Power
0


11.
Aggregate Amount Beneficially Owned by Each Reporting Person

3,100
 

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

o
 

13.
Percent of Class Represented by Amount in Row 11

0.02%
 

14.
Type of Reporting Person
IN

 
9

 
 
1.
Name of Reporting Person
 
MPIC Fund I, LP


2.
Check the Appropriate Box
(a)     x
 
if a Member of a Group
(b)     o
 

3.
S.E.C. Use Only


4.
Source of Funds

OO


5.
Check box if disclosure of legal proceedings is required pursuant to items 2(D) or 2(E): o
 

6.
Citizenship or Place of Organization

Delaware
 

Number of Shares
(7)
Sole Voting Power
0
Beneficially
(8)
Shared Voting Power
400,000
Owned by Each
(9)
Sole Dispositive Power
0
Reporting Person
(10)
Shared Dispositive Power
400,000


11.
Aggregate Amount Beneficially Owned by Each Reporting Person

400,000
 

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

o
 

13.
Percent of Class Represented by Amount in Row 11

2.23%
 

14.
Type of Reporting Person
PN

 
10

 
 
1.
Name of Reporting Person
 
MPIC Canadian Limited Partnership


2.
Check the Appropriate Box
(a)     x
 
if a Member of a Group
(b)     o
 

3.
S.E.C. Use Only


4.
Source of Funds

OO


5.
Check box if disclosure of legal proceedings is required pursuant to items 2(D) or 2(E): o
 

6.
Citizenship or Place of Organization

Vancouver, British Columbia, Canada
 

Number of Shares
(7)
Sole Voting Power
0
Beneficially
(8)
Shared Voting Power
20,000
Owned by Each
(9)
Sole Dispositive Power
0
Reporting Person
(10)
Shared Dispositive Power
20,000


11.
Aggregate Amount Beneficially Owned by Each Reporting Person

20,000
 

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

o
 

13.
Percent of Class Represented by Amount in Row 11

0.11%
 

14.
Type of Reporting Person
PN

 
11

 
 
1.
Name of Reporting Person
 
Corner Market Capital U.S., Inc.


2.
Check the Appropriate Box
(a)     x
 
if a Member of a Group
(b)     o
 

3.
S.E.C. Use Only


4.
Source of Funds

OO


5.
Check box if disclosure of legal proceedings is required pursuant to items 2(D) or 2(E): o
 

6.
Citizenship or Place of Organization

Delaware
 

Number of Shares
(7)
Sole Voting Power
0
Beneficially
(8)
Shared Voting Power
400,000
Owned by Each
(9)
Sole Dispositive Power
0
Reporting Person
(10)
Shared Dispositive Power
400,000


11.
Aggregate Amount Beneficially Owned by Each Reporting Person

400,000
 

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

o
 

13.
Percent of Class Represented by Amount in Row 11

2.23%
 

14.
Type of Reporting Person
CO

 
12

 
 
1.
Name of Reporting Person
 
Corner Market Management Inc.


2.
Check the Appropriate Box
(a)     x
 
if a Member of a Group
(b)     o
 

3.
S.E.C. Use Only


4.
Source of Funds

OO


5.
Check box if disclosure of legal proceedings is required pursuant to items 2(D) or 2(E): o
 

6.
Citizenship or Place of Organization

Vancouver, British Columbia, Canada
 

Number of Shares
(7)
Sole Voting Power
0
Beneficially
(8)
Shared Voting Power
20,000
Owned by Each
(9)
Sole Dispositive Power
0
Reporting Person
(10)
Shared Dispositive Power
20,000


11.
Aggregate Amount Beneficially Owned by Each Reporting Person

20,000
 

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

o
 

13.
Percent of Class Represented by Amount in Row 11

0.11%
 

14.
Type of Reporting Person
CO

 
13

 
 
1.
Name of Reporting Person
 
Corner Market Capital Corporation


2.
Check the Appropriate Box
(a)     x
 
if a Member of a Group
(b)     o
 

3.
S.E.C. Use Only


4.
Source of Funds

OO


5.
Check box if disclosure of legal proceedings is required pursuant to items 2(D) or 2(E): o
 

6.
Citizenship or Place of Organization

Vancouver, British Columbia, Canada
 

Number of Shares
(7)
Sole Voting Power
0
Beneficially
(8)
Shared Voting Power
420,000
Owned by Each
(9)
Sole Dispositive Power
0
Reporting Person
(10)
Shared Dispositive Power
420,000


11.
Aggregate Amount Beneficially Owned by Each Reporting Person

420,000
 

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

o
 

13.
Percent of Class Represented by Amount in Row 11

2.35%
 

14.
Type of Reporting Person
CO

 
14

 
 
1.
Name of Reporting Person
 
Alnesh Mohan


2.
Check the Appropriate Box
(a)     x
 
if a Member of a Group
(b)     o
 

3.
S.E.C. Use Only


4.
Source of Funds

OO


5.
Check box if disclosure of legal proceedings is required pursuant to items 2(D) or 2(E): o
 

6.
Citizenship or Place of Organization

Canada
 

Number of Shares
(7)
Sole Voting Power
0
Beneficially
(8)
Shared Voting Power
420,000
Owned by Each
(9)
Sole Dispositive Power
0
Reporting Person
(10)
Shared Dispositive Power
420,000


11.
Aggregate Amount Beneficially Owned by Each Reporting Person

420,000
 

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

o
 

13.
Percent of Class Represented by Amount in Row 11

2.35%
 

14.
Type of Reporting Person
IN

 
15

 
 
1.
Name of Reporting Person
 
Sanjeev Parsad


2.
Check the Appropriate Box
(a)     x
 
if a Member of a Group
(b)     o
 

3.
S.E.C. Use Only


4.
Source of Funds

OO


5.
Check box if disclosure of legal proceedings is required pursuant to items 2(D) or 2(E): o
 

6.
Citizenship or Place of Organization

Canada
 

Number of Shares
(7)
Sole Voting Power
0
Beneficially
(8)
Shared Voting Power
420,000
Owned by Each
(9)
Sole Dispositive Power
0
Reporting Person
(10)
Shared Dispositive Power
420,000


11.
Aggregate Amount Beneficially Owned by Each Reporting Person

420,000
 

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

o
 

13.
Percent of Class Represented by Amount in Row 11

2.35%
 

14.
Type of Reporting Person
IN

 
16

 
 
1.
Name of Reporting Person
 
G. Andrew Cooke


2.
Check the Appropriate Box
(a)     x
 
if a Member of a Group
(b)     o
 

3.
S.E.C. Use Only


4.
Source of Funds

PF


5.
Check box if disclosure of legal proceedings is required pursuant to items 2(D) or 2(E): o
 

6.
Citizenship or Place of Organization

United States of America
 

Number of Shares
(7)
Sole Voting Power
40,000
Beneficially
(8)
Shared Voting Power
0
Owned by Each
(9)
Sole Dispositive Power
40,000
Reporting Person
(10)
Shared Dispositive Power
0


11.
Aggregate Amount Beneficially Owned by Each Reporting Person

40,000
 

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

o
 

13.
Percent of Class Represented by Amount in Row 11

0.22%
 

14.
Type of Reporting Person
IN

 
17

 
 
AMENDMENT NO. 2 TO SCHEDULE 13D

This Amendment No. 2, dated September 22, 2009, to Schedule 13D is filed by the Reporting Persons ("The Polonitza Group") and amends Schedule 13D as previously filed by the Reporting Persons with the Securities and Exchange Commission on December 28, 2007 and March 3, 2009 (the “Schedule 13D”), relating to the common stock, $.01 par value (the “Shares”) of ITEX Corporation, a Nevada corporation. This Amendment No. 2 refers only to information which has materially changed since the filing of the Schedule 13D.  The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below.  Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule 13D.

Since the Reporting Persons last filing, each of Rahul Pagidipati, Alnesh Mohan, Sanjeev Parsad, G. Andrew Cooke, MPIC Fund I, LP, a Delaware limited partnership (“MPIC Fund I”), MPIC Canadian Limited Partnership, a British Columbia partnership (“MPIC Canadian LP”), Corner Market Capital U.S., Inc., a Delaware corporation (“CMC US”), Corner Market Management Inc., a British Columbia corporation (“CMM”), and Corner Market Capital Corporation, a British Columbia corporation (“CMC”) is deemed to have joined The Polonitza Group effective September 17, 2009, and certain transactions in the Common Stock of the Issuer were executed as set forth below in Item 5.


Item 2. Identity and Background

(a)-(c), (f)

Mr. David Polonitza’s current address is 2550 Nelsonville Road, Boston, Kentucky 40107.  David Polonitza is a Captain in the United States Army and has been a member of the military since 2002.  David Polonitza’s current business address is 5935 Alcase Street, Fort Knox, Kentucky 40121. David Polonitza is the husband of Rebecka Polonitza, the son of Richard Polonitza and Greta Polonitza and brother of Jonathan Polonitza and Benjamin Polonitza.  David Polonitza is a citizen of the United States.

Mrs. Rebecka Polonitza’s current address is 2550 Nelsonville Road, Boston, Kentucky 40107.  Rebecka Polonitza is currently a student enrolled at the University of Louisville, Oppenheimer Hall, Louisville, KY 40292.  Rebecka Polonitza is the wife of David Polonitza. Rebecka Polonitza is citizen of the United States

Mr. Kirk Anderson’s current address is 1855 Saint Francis Street #1310
Reston, VA 20190.  Kirk Anderson is a Project Manager at M.C. Dean, 21580 Beaumeade Circle Suite #230 Ashburn, VA 20147. Kirk Anderson is a citizen of the United States.

Mr. Paul Kim’s current address is T-11, 1111 Byrne Hall, Tuck School of Business, Hanover, NH 03755 USA.  Paul Kim is currently a student enrolled at Tuck School of Business, 100 Tuck Hall Hanover, NH 03755 USA. Paul Kim is a citizen of the United States.

 
18

 
 
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, Jonathan Polonitza, and Benjamin Polonitza and husband of Greta Polonitza. Richard Polonitza is a citizen of the United States.

Mrs. Greta Polonitza’s current address is 23 Retford Avenue, Cranford, New Jersey, 07016. Greta Polonitza’s principal occupation is as teacher at Herbert Hoover Middle School, 174 Jackson Ave., Edison NJ 08837. Greta Polonitza is the wife of Richard Polonitza, and the mother of David Polonitza, Jonathan Polonitza, and Benjamin Polonitza. Greta Polonitza is a citizen of the United States.

Mr. Jonathan Polonitza’s current address is 23 Retford Avenue, Cranford, New Jersey, 07016. Jonathan Polonitza is a Senior Treasury Associate with Prudential Financial, 751 Broad Street, Newark, New Jersey, 07102.  Jonathan Polonitza is the son of Richard Polonitza and Greta Polonitza and brother of David Polonitza and Benjamin Polonitza. Jonathan Polonitza is a citizen of the United States.

Mr. Benjamin Polonitza’s current address is 23 Retford Avenue, Cranford, New Jersey, 07016. Ben Polonitza is currently a student enrolled at Rutgers University, 57 US Highway 1, New Brunswick, New Jersey, 08901.  Benjamin Polonitza is the son of Richard Polonitza and Greta Polonitza and brother of Jonathan Polonitza and David Polonitza.
Ben Polonitza is a citizen of the United States.

Mr. Rahul Pagidipati’s current address is 4480 Worth Dr. S, Jacksonville, FL 32207 and current business address is 2955 SE 3rd Court, Ocala, FL 34471. The principal occupation of Rahul Pagidipati is CEO of Anion Technologies. Rahul Pagidipati is the son of Dr. Devaiah Pagidipati and Dr. Rudrama Pagidipati.  Rahul Pagidipati is a citizen of the United States.

The principal business address of Pagidipati Family Limited Partnership is 2955 SE 3rd Court, Ocala, FL 34471.  The principal business of Pagidipati Family LP is purchasing, holding and selling securities for investment purposes.

Dr. Devaiah Pagidipati’s current address is 1321 SW 42nd St, Ocala, FL 34471 and current business address is 2955 SE 3rd Court, Ocala, FL 34471. The principal occupation of Dr. Devaiah Pagidipati is a retired pediatric anesthesiologist.  Dr. Devaiah Pagidipati is a permanent resident in the United States and a citizen of India.

Dr. Rudrama Pagidipati’s current address is 1321 SW 42nd St, Ocala, FL 34471 and current business address is 2955 SE 3rd Court, Ocala, FL 34471. The principal occupation of Dr. Devaiah Pagidipati is a clinical pathologist.  Dr. Rudrama Pagidipati is a citizen of the United States.

Mr. Alnesh Mohan’s current address is #702 – 583 Beach Crescent, Vancouver, British Columbia, Canada V6Z-3E6 and current business address is Box 36, #1620 – 1140 West Pender Street, Vancouver, British Columbia, Canada V6E-4G1.  The principal occupation of Alnesh Mohan is Partner at Quantum Advisory Partners LLP, Managing Partner of MPIC Fund I & MPIC Canadian LP, and Vice-Chairman & CEO of CMC, CMC US & CMM.  Alnesh Mohan is a citizen of Canada.

 
19

 
 
Mr. Sanjeev Parsad’s current address is #21 – 355 Duthie Avenue, Burnaby, British Columbia, Canada V5A-2P3 and current business address is Box 36, #1620 – 1140 West Pender Street, Vancouver, British Columbia, Canada V6E-4G1.  The principal occupation of Sanjeev Parsad is Managing Partner of MPIC Fund I & MPIC Canadian LP, and Chairman & President of CMC, CMC US & CMM.  Sanjeev Parsad is a citizen of Canada.

Mr. G. Andrew Cooke’s current address is Apt. B – 3110 9th Road N, Arlington, VA 22201 and current business address is Apt. B – 3110 9th Road N, Arlington, VA 22201.  The principal occupation of Andrew Cooke is Treasurer of Lumbermens Mutual Casualty Company.  Andrew Cooke is a director of MPIC Fund I.  Andrew Cooke is a citizen of the United States of America.

The principal business address of CMC is Box 36, #1620 – 1140 West Pender Street, Vancouver, British Columbia, Canada V6E-4G1.  The principal business of CMC is serving as the holding company for CMC US and CMM.

The principal business address of CMC US is Box 36, #1620 – 1140 West Pender Street, Vancouver, British Columbia, Canada V6E-4G1.  The principal business of CMC US is serving as the general partner for MPIC Fund I.

The principal business address of CMM is Box 36, #1620 – 1140 West Pender Street, Vancouver, British Columbia, Canada V6E-4G1.  The principal business of CMM is serving as the general partner for MPIC Canadian LP.

The principal business address of MPIC Fund I is Box 36, #1620 – 1140 West Pender Street, Vancouver, British Columbia, Canada V6E-4G1.  The principal business of MPIC Fund I is purchasing, holding and selling securities for investment purposes.

The principal business address of MPIC Canadian LP is Box 36, #1620 – 1140 West Pender Street, Vancouver, British Columbia, Canada V6E-4G1.  The principal business of MPIC Canadian LP is purchasing, holding and selling securities for investment purposes.

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

David Polonitza, Rebecka Polonitza, Jonathan Polonitza, Benjamin Polonitza, Richard Polonitza, Greta Polonitza, Paul Kim, 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 for these Shares that these individuals may be deemed to beneficially own is approximately $748,012.

The aggregate purchase price of the shares owned directly by the Rahul Pagidipati is approximately $9,751.  The shares owned directly by the Rahul Pagidipati were acquired with Rahul Pagidipati’s personal funds.

 
20

 

The aggregate purchase price of the shares owned directly by the Pagidipati Family Limited Partnership is approximately $392,944.  The shares owned directly by the Pagidipati Family, LP were acquired with the working capital of the Pagidipati Family, LP.

The aggregate purchase price of the shares owned directly by the Dr. Devaiah and Dr. Rudrama Pagidipati Joint Tenants is approximately $29,604.  The shares owned directly by the Drs. Devaiah and Rudrama Pagidipati were acquired with Drs. Devaiah and Rudrama Pagidipati’s personal funds.

The aggregate purchase price of the shares owned directly by the MPIC Fund I is approximately $269,131.  The shares owned directly by the MPIC Fund I were acquired with the working capital of MPIC Fund I.

The aggregate purchase price of the shares owned directly by the MPIC Canadian LP is approximately $15,300.  The shares owned directly by the MPIC Canadian LP were acquired with the working capital of MPIC Canadian LP.

The aggregate purchase price of the shares owned directly by G. Andrew Cooke is approximately $24,990.  The shares owned directly by G. Andrew Cooke were acquired with G. Andrew Cooke’s personal funds.

Item 4. Purpose of Transaction.

The Reporting Persons purchased the Common Stock subject to this Statement for investment purposes.  The Reporting Persons will each review their respective investments in the Common Stock from time to time, and, subject to applicable law and regulation and depending upon certain factors, including, without limitation, the financial performance of the Company, the availability and price of the Common Stock or other securities related to the Company, and other general market and investment conditions, the Reporting Persons may determine
to:

- acquire additional Common Stock through open market purchases or otherwise;
- sell Common Stock through the open market or otherwise; or
- otherwise engage or participate in a transaction with the purpose or effect of changing or influencing the control of the Company.

The Reporting Persons have consulted with the Chairman of the Board of directors of the Issuer concerning the business, operations and future plans of the Issuer.

The Reporting Persons are concerned with ITEX Corporation’s governance and capital allocation and have submitted a proposal to ITEX to nominate a slate of Directors for election at the next annual meeting.

Reporting Persons are concerned by the following:

- According to the form DEF 14A filed on November 5, 2008, during the first quarter of fiscal 2009, the ITEX Corporation retained Mr. John Wade, a member of the current Board of Directors, as a consultant to assist with internal audit matters. As a result, we believe Mr. Wade is not  independent as defined by Rule 4200 of the NASDAQ Marketplace Rules for requirements relating to audit committees.

 
21

 

The Reporting Persons believe that this action is in violation of ITEX Corporation's own self-imposed standard of audit committee independence, which to the knowledge of Reporting Persons, as found on ITEX.com, states:

The Audit Committee (the "Committee") of the Board of Directors shall be comprised of at least two (2) directors. If composed of only two (2) members, at least one member shall meet the independence and experience requirements of Rule 4200(a)(15) of the NASD's listing standards, as such sections may be modified or supplemented from time to time. If composed of three (3) or more members, a majority of the members shall meet the independence and experience requirements of Rule 4200(a)(15) of the NASD's listing standards.

According to the Form 8-K filed on December 19, 2008, on December 19th 2008, Section 2.2 of the ITEX Corporation’s bylaws were modified to clarify that shareholders may not call a special meeting or propose business to be brought before a special meeting of the shareholders, and that the only matters that may be brought before a special meeting are the matters specified in the notice of meeting. The Reporting Persons believe that it is inappropriate to raise these types of barriers to stockholder democracy.

The Reporting Persons will continue to evaluate the business prospects of the Issuer, its management, and board of directors and may from time to time consult further with the Issuer's management, one or more of its directors, or with other stockholders.

Except as set forth above, the Reporting Persons have no present plans or intentions that would relate to or result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a)-(b). As of September 22, 2009, 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:

 
22

 
 
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 and Rebecka Polonitza
631100
631100
0
3.53%
Rahul Pagidipati
15000
15000
591080
0.08%
Pagidipati Family, LP
591080
0
591080
3.31%
Devaiah and Rudrama Pagidipati
44000
44000
591080
0.25%
Kirk Anderson
348800
348800
0
1.95%
Paul Kim
30000
30000
0
0.17%
Richard and Greta Polonitza
39660
39660
0
0.22%
Jonathan Polonitza
17800
17800
0
0.10%
Benjamin Polonitza
3100
3100
0
0.02%
MPIC Fund I, LP
400000
0
400000
2.24%
MPIC Canadian LP
20000
0
20000
0.11%
G.Andrew Cooke
40000
40000
0
0.22%
Total
2180540
1169460
1011080
12.21%
 
*Based on 17,856,248 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 9, 2009, for the quarter ended April 30, 2009.

 
23

 

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
David and Rebecka Polonitza
8/18/2009
1100
Buy
$0.68
Rahul Pagidipati
09/15/2009
3000
Buy
$0.68
         
Pagigipati Family, LP
07/20/2009
2500
Buy
$0.65
 
07/20/2009
10000
Buy
$0.66
 
07/23/2009
10000
Buy
$0.66
 
07/27/2009
3000
Buy
$0.62
 
07/28/2009
5000
Buy
$0.65
 
07/28/2009
5000
Buy
$0.68
 
07/28/2009
1000
Buy
$0.70
 
08/04/2009
3675
Buy
$0.68
 
08/04/2009
10000
Buy
$0.72
 
08/05/2009
3000
Buy
$0.70
 
08/07/2009
160
Buy
$0.66
 
08/10/2009
5500
Buy
$0.72
 
08/11/2009
2500
Buy
$0.73
 
08/12/2009
6000
Buy
$0.73
 
08/12/2009
17000
Buy
$0.72
 
08/12/2009
5000
Buy
$0.69
 
08/13/2009
3000
Buy
$0.67
 
08/13/2009
2500
Buy
$0.70
 
08/13/2009
5000
Buy
$0.69
 
08/17/2009
5000
Buy
$0.67
 
08/17/2009
29000
Buy
$0.70
 
08/17/2009
800
Buy
$0.66
 
08/18/2009
10000
Buy
$0.68
 
08/18/2009
3000
Buy
$0.70
 
08/19/2009
13000
Buy
$0.72
 
08/19/2009
9000
Buy
$0.73
 
08/20/2009
5000
Buy
$0.72
 
08/21/2009
8000
Buy
$0.72
 
08/21/2009
3000
Buy
$0.70
 
08/25/2009
1000
Buy
$0.70
 
08/28/2009
2500
Buy
$0.65
 
08/31/2009
700
Buy
$0.66
 
09/01/2009
10000
Buy
$0.65
 
09/01/2009
2690
Buy
$0.63
 
09/02/2009
2310
Buy
$0.63
 
09/02/2009
10000
Buy
$0.60
 
09/02/2009
3000
Buy
$0.63
 
09/03/2009
3000
Buy
$0.62
 
09/03/2009
11500
Buy
$0.594
 
09/03/2009
2500
Buy
$0.61
 
09/03/2009
400
Buy
$0.58
 
09/04/2009
10000
Buy
$0.58
 
09/08/2009
21000
Buy
$0.60
 
09/08/2009
5500
Buy
$0.61
 
09/08/2009
2500
Buy
$0.65
 
09/08/2009
1500
Buy
$0.60
 
09/09/2009
15145
Buy
$0.64
 
09/10/2009
5000
Buy
$0.62
 
09/11/2009
2500
Buy
$0.62

 
24

 
 
Drs. Devaiah and Rudrama Pagidipati
08/20/2009
4000
Buy
$0.72
 
09/02/2009
6000
Buy
$0.634
 
09/14/2009
3000
Buy
$0.65
 
09/14/2009
5000
Buy
$0.65
 
09/14/2009
3000
Buy
$0.65
 
09/15/2009
4000
Buy
$0.68
 
09/16/2009
100
Buy
$0.63
 
09/17/2009
5000
Buy
$0.69
 
09/17/2009
3900
Buy
$0.68
 
09/17/2009
5000
Buy
$0.68
         
         
MPIC Fund I, LP
09/11/2009
15000
Buy
$0.63
 
09/14/2009
5000
Buy
$0.63
 
09/14/2009
22500
Buy
$0.65
 
09/15/2009
7500
Buy
$0.69
G. Andrew Cooke
09/11/2009
25000
Buy
$0.621
 
09/11/2009
15000
Buy
$0.631


(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.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The Reporting Persons have verbally agreed and intend to vote any proxies or act on any shareholder matters as one group.

On September 18, 2009, certain of the Reporting Persons sent a notice to the Board of Directors of the Issuer proposing the nomination of candidates for election as directors at the 2009 Annual Meeting of Stockholders (the "Notice").

Item 7.  Material to be Filed as Exhibits.

A. An agreement relating to the filing of a joint statement as required by Rule 13d-1(f) under the Securities Exchange Act of 1934 is filed herewith as Exhibit A.

B. A copy of the Notice sent to ITEX Corporation Board of Directors by certain of the Reporting Persons on September 18, 2009 is filed herewith as Exhibit B.

 
25

 

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 22, 2009
By: /s/ David Polonitza
 
Name:   David Polonitza
   
 
By: /s/ Rebecka Polonitza
 
Name:   Rebecka Polonitza
   
 
By: /s/ Richard Polonitza
 
Name:   Richard Polonitza
   
 
By: /s/ Greta Polonitza
 
Name:   Greta Polonitza
   
 
By: /s/ Kirk Anderson
 
Name:   Kirk Anderson
   
 
By: /s/ Paul Kim
 
Name:   Paul Kim
   
 
By: /s/ Jonathan Polonitza
 
Name:   Jonathan Polonitza
   
 
By: /s/ Benjamin Polonitza
 
Name:   Benjamin Polonitza
   
 
By: /s/ Rahul Pagidipati
 
Name:   Rahul Pagidipati
   
 
PAGIDIPATI FAMILY, LP
   
 
By: /s/ Rahul Pagidipati
 
Name:   Rahul Pagidipati, Partner
   
 
By: /s/ Devaiah Pagidipati
 
Name:   Dr. Devaiah Pagidipati
   
 
By: /s/ Rudrama Pagidipati
 
Name:   Dr. Rudrama Pagidipati

 
 

 
 
 
MPIC FUND I, LP
   
 
By: Corner Market Capital U.S., Inc
 
General Partner
   
 
By: /s/ Alnesh Mohan
 
Name:   Alnesh Mohan, CEO
   
 
CORNER MARKET CAPITAL U.S., INC.
   
 
By: /s/ Alnesh Mohan
 
Name:   Alnesh Mohan, CEO
   
 
MPIC CANADIAN LIMITED PARTNERSHIP
   
 
By: Corner Market Management, Inc.
 
General Partner
   
 
By: /s/ Alnesh Mohan
 
Name:   Alnesh Mohan, CEO
   
 
CORNER MARKET MANAGEMENT, INC.
   
 
By: /s/ Alnesh Mohan
 
Name:   Alnesh Mohan, CEO
   
 
CORNER MARKET CAPITAL CORPORATION
   
 
By: /s/ Alnesh Mohan
 
Name:   Alnesh Mohan, CEO
   
 
/s/ Alnesh Mohan
 
ALNESH MOHAN
   
 
/s/ Sanjeev Parsad
 
SANJEEV PARSAD
   
 
/s/ G. Andrew Cooke
 
G. ANDREW COOKE