-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FXD3lnyESMPHgKpSoY+kJAjcFxz0jqr5tU9f5QaC+9wwEC637V8Sp7p6jjFCYE4Q kofe6gNmEEHYpZhvfg/fUg== 0001116502-05-002160.txt : 20050922 0001116502-05-002160.hdr.sgml : 20050922 20050922115448 ACCESSION NUMBER: 0001116502-05-002160 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050922 DATE AS OF CHANGE: 20050922 GROUP MEMBERS: INTERACTIVE BRAND DEVELOPMENT, INC. GROUP MEMBERS: XTV INVESTMENTS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Interactive Television Networks CENTRAL INDEX KEY: 0001174893 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 980372720 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80770 FILM NUMBER: 051097467 BUSINESS ADDRESS: STREET 1: 2840 MOUNT SEYMOUR PARKWAY STREET 2: NORTH VANCOUVER, BC V7H1E9 CITY: CANADA STATE: A1 ZIP: V7H1E9 BUSINESS PHONE: 954-928-2862 MAIL ADDRESS: STREET 1: 2840 MOUNT SEYMOUR PARKWAY STREET 2: NORTH VANCOUVER, BC V7H1E9 CITY: CANADA STATE: A1 ZIP: V7H1E9 FORMER COMPANY: FORMER CONFORMED NAME: RADIUM VENTURES INC DATE OF NAME CHANGE: 20020605 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Interactive Brand Development Inc. CENTRAL INDEX KEY: 0000842927 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 860519152 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2200 SW 10TH STREET STREET 2: - CITY: DEERFIELD BEACH STATE: FL ZIP: 33442 BUSINESS PHONE: 954-363-4797 MAIL ADDRESS: STREET 1: 2200 SW 10TH STREET STREET 2: - CITY: DEERFIELD BEACH STATE: FL ZIP: 33442 FORMER COMPANY: FORMER CONFORMED NAME: CARE CONCEPTS I INC /FL/ DATE OF NAME CHANGE: 20030606 FORMER COMPANY: FORMER CONFORMED NAME: CARE CONCEPTS INC /FL/ DATE OF NAME CHANGE: 20030606 FORMER COMPANY: FORMER CONFORMED NAME: CARE CONCEPTS INC DATE OF NAME CHANGE: 19920703 SC 13D 1 ibdsc13d.txt SCHEDULE 13D FORM SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. __) Under the Securities Exchange Act of 1934 Interactive Television Networks, Inc. ------------------------------------- (Name of Issuer) Common Stock, $0.001 Par Value ------------------------------ (Title of Class of Securities) 750467102 -------------- (CUSIP Number) Interactive Brand Development, Inc. 2200 S.W. 10th Street Deerfield Beach, Florida 33442 Attention: Steve Markley Telephone No.: (954) 363-4400 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 27, 2005 ------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Schedules filed in paper formal shall included a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. SCHEDULE 13D CUSIP No. 750467102 Page 2 of 7 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON XTV INVESTMENTS LLC ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ________________________________________________________________________________ 3 SEC 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) [ ] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 5,529,224 SHARES OF COMMON STOCK (22.2%) SHARES ____________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ____________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 5,529,224 SHARES OF COMMON STOCK (22.2%) PERSON ____________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,529,224 SHARES OF COMMON STOCK ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.2% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN ________________________________________________________________________________ SCHEDULE 13D CUSIP No. 750467102 Page 3 of 7 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON INTERACTIVE BRAND DEVELOPMENT, INC. (86-051912) ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* AF ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 5,529,224 SHARES OF COMMON STOCK (22.2%) SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 5,529,224 SHARES OF COMMON STOCK (22.2%) PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,529,224 SHARES OF COMMON STOCK ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.2% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ SCHEDULE 13D CUSIP No. 750467102 Page 4 of 7 Pages ITEM 1. SECURITY AND ISSUER. -------------------- This Schedule 13D relates to the Common Stock of Interactive Television Networks, Inc., a Nevada corporation (the "Issuer"), with its principal executive offices located at 28202 Cabot Road, Suite 300, Laguna Niguel, California 92677. ITEM 2. IDENTITY AND BACKGROUND. ------------------------ (a), (b) and (c) The Reporting Person, XTV Investments LLC, a Delaware company is a wholly-owned subsidiary of Interactive Brand Development, Inc., a Delaware corporation. The principal business of Interactive Brand Development, Inc. primarily consists of payment processing services and client portfolio management services primarily to domestic and international clients in the adult entertainment industry through its wholly-owned subsidiary, Internet Billing Company, LLC. In addition to Interactive Brand Development, Inc.'s investment in the Issuer, Interactive Brand Development, Inc. also owns a 34.7% equity interest in Penthouse Media Group, Inc., an established global adult media, entertainment and licensing company founded in 1965 that publishes Penthouse Magazine, and owns and licenses the Penthouse Trademarks and other intellectual property. The principal executive offices of Interactive Brand Development, Inc. are located at 2200 S.W. 10th Street, Deerfield Beach, Florida 33442. Interactive Brand Development, Inc.'s investment in the Issuer is held in XTV Investments LLC. Interactive Brand Development, Inc. is a public company. It's annual, periodic and other reports are filed with the Securities and Exchange Commission. The current officers and directors of Interactive Brand Development, Inc. are as follows: Steve Markley Chief Executive Officer, Secretary, Director Gary Spaniak Jr. President, Director Jeff Yesner Chief Financial Officer Steven Robinson Director Gilbert Singerman Director Robert Dolin Director Steve Markley. Since November 2002 Mr. Markley has served as Principal Financial Officer, CEO and Secretary for Interactive Brand Development. Mr. Markley's business address is 2200 S.W. 10th Street, Deerfield Beach, Florida 33442. Gary Spaniak, Jr. Since November 2002 Mr. Spaniak has served as President of Interactive Brand Development. Mr. Spaniak's business address is 2200 S.W. 10th Street, Deerfield Beach, Florida 33442. Jeff Yesner. Since August 2005 Mr. Yesner has served as Chief Financial Officer of Interactive Brand Development. Mr. Yesner's business address is 2200 S.W. 10th Street, Deerfield Beach, Florida, 33442. Steven Robinson. Since November 2002 Mr. Robinson has served as a Director of Interactive Brand Development. In February 2003 he established Lifestyle Vacation Incentives, a travel consulting business, for which he is President and CEO. Mr. Robinson's business address is 1401 Horizon Court, Orlando, Florida 32809. SCHEDULE 13D CUSIP No. 750467102 Page 5 of 7 Pages Gilbert Singerman. Since December 30, 2003 Mr. Singerman has served as a Director of Interactive Brand Development. Mr. Singerman currently serves as vice president of Management Associates, a contracting firm specializing in hotel and nursing home construction worldwide. From 1995 to the present, he has served as a consultant to Ellis-Don, a $1 billion per year contracting firm. From 1985 to the present, he has served as New York Life Chairman Council Member and is licensed with more than 20 companies to conduct insurance and securities sales. Mr. Singerman's business address is 3681 S. Green Road #400, Beachwood, Ohio, 44122. Robert Dolin. Since December 2002 Mr. Dolin has served as a Director of Interactive Brand Development. Mr. Dolin founded Telcoa, Inc. in 1963 and has served as its CEO and as a director since it began trading as a public company 20 years ago. Telcoa has owned a venture capital company, a pay telephone company, a marketing development company and an alarm system company. Mr. Dolin's business address is 281 S. Holybrook Drive, Pembroke Pines, Florida 33025. (d) None. (e) None. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. -------------------------------------------------- On May 27, 2005, pursuant to an Agreement and Plan of Reorganization by and among the Issuer, Radium Ventures Acquisition, Inc., a Nevada corporation, Shane Whittle and James Scott-Moncrieff, and Interactive Television Networks, Inc., a Nevada corporation. The Issuer issued approximately 22.1 million shares to the existing shareholders of Interactive Television Networks, Inc. in exchange for all of the issued and outstanding Common Stock of Interactive Television Networks, Inc. Interactive Brand Development, Inc., a shareholder of Interactive Television Networks, Inc., received 5,529,224 shares of the Issuer's Common Stock pursuant to the merger. The complete text to the Merger Agreement is filed as an exhibit to this Schedule 13D. SCHEDULE 13D CUSIP No. 750467102 Page 6 of 7 Pages ITEM 4. PURPOSE OF TRANSACTION. ----------------------- The Reporting Persons purpose in acquiring the Securities reported in Item 5(a) hereof is for investment purposes. Except as set forth herein and in the attached exhibits, the Reporting Persons do not have any plans or proposals that relate to or would result in: (i) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer; (iii) a sale or transfer of a material amount of assets of the Issuer; (iv) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) any material change in the present capitalization or dividend policy of the Issuer; (vi) any other material change in the Issuer's business or corporate structure; (vii) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (viii) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (ix) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (x) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. ------------------------------------- (a) As of May 27, 2005, Interactive Brand Development, Inc. directly owns 5,529,224 shares of Common Stock of the Issuer. The Reporting Persons are deemed to beneficially own 5,529,224 shares Common Stock of the Issuer, which represents approximately 22.2% of the Issuer's issued and outstanding shares of Common Stock. Interactive Brand Development, Inc. through a wholly-owned interest in its subsidiary, directly beneficially owns all of the shares of Common Stock to which this Schedule 13D relates. (b) Interactive Brand Development Inc. has the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition of the shares of Common Stock reported as beneficially owned by it in Item 5(a) hereof. (c) The Reporting Persons' only transaction in shares of Common Stock during the past 60 days was the acquisition. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT --------------------------------------------------------------------- TO SECURITIES OF THE ISSUER. ----------------------------- Except as described in Item 3 of this Schedule 13D and in the attached exhibits, there are no contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer to which Interactive Brand Development, Inc. is a party or is subject. SCHEDULE 13D CUSIP No. 750467102 Page 6 of 7 Pages ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. ---------------------------------- c. Exhibits. 10.1 Agreement and Plan of Reorganization by and among the Issuer, Radium Ventures Acquisition, Inc., Shane Whittle, James Scott-Moncrieff, and Interactive Television Networks, Inc. Hereby incorporated by reference to Form 8-K previously filed by Radium Ventures, Inc. on June 2, 2005. 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. INTERACTIVE BRAND DEVELOPMENT, INC. Date: September 22, 2005 By: /s/ Steve Markley ----------------------------------- Name: Steve Markley Title: Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----