-----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, NAPA/cPh2iBj4VyTBYylOS93Rf30H+RKYJ9lfeUVkHIxIiYN9H7bFk00mA7B2vKE jZ+Yzwtpc2UywxtTKaNBhQ== 0001144204-07-012426.txt : 20070313 0001144204-07-012426.hdr.sgml : 20070313 20070313132251 ACCESSION NUMBER: 0001144204-07-012426 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20070313 DATE AS OF CHANGE: 20070313 GROUP MEMBERS: DAVID F. FIRESTONE GROUP MEMBERS: M.A.G. CAPITAL, LLC GROUP MEMBERS: MERCATOR MOMENTUM FUND III, L.P. GROUP MEMBERS: MERCATOR MOMENTUM FUND, L.P. GROUP MEMBERS: MONARCH POINTE FUND, LTD. 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: 07689961 BUSINESS ADDRESS: STREET 1: 2010 MAIN STREET STREET 2: STE 500 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 949-456-9510 MAIL ADDRESS: STREET 1: 2010 MAIN STREET STREET 2: STE 500 CITY: IRVINE STATE: CA ZIP: 92614 FORMER COMPANY: FORMER CONFORMED NAME: RADIUM VENTURES INC DATE OF NAME CHANGE: 20020605 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Redlands Advisors, Inc. CENTRAL INDEX KEY: 0001393030 IRS NUMBER: 010754335 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 300 EAST STATE STREET SUITE 501 CITY: REDLANDS STATE: CA ZIP: 92373 BUSINESS PHONE: 909-793-0099 MAIL ADDRESS: STREET 1: 300 EAST STATE STREET SUITE 501 CITY: REDLANDS STATE: CA ZIP: 92373 SC 13D 1 v068056_sc13d.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 INTERACTIVE TELEVISION NETWORKS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 45840V100 - -------------------------------------------------------------------------------- (CUSIP Number) M.A.G. Capital, LLC 555 South Flower Street, Suite 4200 Los Angeles, CA 90071 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 1, 2007 - -------------------------------------------------------------------------------- (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 ss.ss.240.13d-l(e), 240.13d-l(f) or 240.13d- l(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 ss.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 ("Act") 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). < CUSIP No. 45840V100 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. S.S. or I.R.S. Identification No. of above Person Redlands Advisors, Inc. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization California - -------------------------------------------------------------------------------- Number of 5. Sole Voting Power 0 Shares Beneficially ---------------------------------------------------------------- Owned by 6. Shared Voting Power 1,691,290 Each Reporting ---------------------------------------------------------------- Person With 7. Sole Dispositive Power 0 ---------------------------------------------------------------- 8. Shared Dispositive Power 1,691,290 - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,691,290 - -------------------------------------------------------------------------------- 10. Check box if the Aggregate Amount in Row (9) Excludes Certain Shares |_| - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 6.9% - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- Page 2 of 15 CUSIP No. 45840V100 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. S.S. or I.R.S. Identification No. of above Person David F. Firestone - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization USA - -------------------------------------------------------------------------------- Number of 5. Sole Voting Power 0 Shares Beneficially ---------------------------------------------------------------- Owned by 6. Shared Voting Power 6,764,879 Each Reporting ---------------------------------------------------------------- Person With 7. Sole Dispositive Power 0 ---------------------------------------------------------------- 8. Shared Dispositive Power 6,764,879 - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 6,764,879 - -------------------------------------------------------------------------------- 10. Check box if the Aggregate Amount in Row (9) Excludes Certain Shares |_| - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 25.3% - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- (1) Does not include shares of Common Stock issuable upon the conversion the non-voting shares of Series A Preferred Stock owned by either MPF, Mercator Momentum or Mercator Momentum III or all of the shares of common stock issuable upon the exercise of warrants owned by any of MPF, Mercator Momentum or Mercator Momentum III. The terms of the Series A Preferred Stock do not permit those shares to be converted if, following the conversion, any of Mercator Momentum, Mercator Momentum III, MPF or MAG would beneficially own more than 9.99% of the Issuer's outstanding common stock. Since MAG beneficially owns more than 9.99% as of the date of this Schedule, none of the shares of the Series A Preferred Stock are currently convertible. The terms of the December Warrant, as defined in this Statement, to purchase 265,000 shares do not permit the holder to exercise the warrant if it would cause any of Mercator Momentum, Mercator Momentum III, MPF or MAG to beneficially own more than 9.99% of the Issuer's outstanding common stock. Since MAG beneficially owns 19.0% of the Issuer's common stock without the exercise of the December Warrant, none of the shares of common stock issuable upon the exercise of the December Warrant have been included here. Page 3 of 15 CUSIP No. 45840V100 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. S.S. or I.R.S. Identification No. of above Person Mercator Momentum Fund, L.P. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization California - -------------------------------------------------------------------------------- Number of 5. Sole Voting Power 0 Shares Beneficially ---------------------------------------------------------------- Owned by 6. Shared Voting Power 778,574 (1) Each Reporting ---------------------------------------------------------------- Person With 7. Sole Dispositive Power 0 ---------------------------------------------------------------- 8. Shared Dispositive Power 778,574 (1) - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 778,574 (1) - -------------------------------------------------------------------------------- 10. Check box if the Aggregate Amount in Row (9) Excludes Certain Shares |_| - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 3.1% - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- (1) Does not include the shares of common stock issuable upon the conversion the non-voting shares of Series A Preferred Stock owned by Mercator Momentum Fund, L.P. ("Mercator Momentum"), or the shares of common stock issuable upon exercise of the December Warrant, defined below in this Statement. The terms of the Series A Preferred Stock and the December Warrant do not permit conversion of the Series A Preferred Stock or exercise of the December Warrant, as the case may be, if, following the conversion, any of Mercator Momentum, Mercator Momentum III, MPF or MAG would beneficially own more than 9.99% of the Issuer's outstanding common stock. Since MAG beneficially owns more than 9.99% as of the date of this Schedule, neither the shares of the Series A Preferred Stock or the December Warrant owned by Mercator Momentum are currently convertible or exercisable, as the case may be. Page 4 of 15 CUSIP No. 45840V100 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. S.S. or I.R.S. Identification No. of above Person Mercator Momentum Fund III, L.P. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization California - -------------------------------------------------------------------------------- Number of 5. Sole Voting Power 0 Shares Beneficially ---------------------------------------------------------------- Owned by 6. Shared Voting Power 835,664(1) Each Reporting ---------------------------------------------------------------- Person With 7. Sole Dispositive Power 0 ---------------------------------------------------------------- 8. Shared Dispositive Power 835,664(1) - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 835,664(1) - -------------------------------------------------------------------------------- 10. Check box if the Aggregate Amount in Row (9) Excludes Certain Shares |_| - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 3.3% - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- (1) Does not include the shares of common stock issuable upon the conversion the non-voting shares of Series A Preferred Stock owned by Mercator Momentum Fund III, L.P. ("Mercator Momentum III"), or the shares of common stock issuable upon exercise of the December Warrant, defined below in this Statement. The terms of the Series A Preferred Stock and the December Warrant do not permit conversion of the Series A Preferred Stock or exercise of the December Warrant, as the case may be, if, following the conversion, any of Mercator Momentum, Mercator Momentum III, MPF or MAG would beneficially own more than 9.99% of the Issuer's outstanding common stock. Since MAG beneficially owns more than 9.99% as of the date of this Schedule, neither the shares of the Series A Preferred Stock or the December Warrant owned by Mercator Momentum III are currently convertible or exercisable, as the case may be. Page 5 of 15 CUSIP No. 45840V100 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. S.S. or I.R.S. Identification No. of above Person M.A.G. Capital, LLC - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization California - -------------------------------------------------------------------------------- Number of 5. Sole Voting Power 0 Shares Beneficially ---------------------------------------------------------------- Owned by 6. Shared Voting Power 5,073,589(1) Each Reporting ---------------------------------------------------------------- Person With 7. Sole Dispositive Power 0 ---------------------------------------------------------------- 8. Shared Dispositive Power 5,073,589(1) - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 5,073,589(1) - -------------------------------------------------------------------------------- 10. Check box if the Aggregate Amount in Row (9) Excludes Certain Shares |_| - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 19.0% - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- (1) Does not include shares of common stock issuable upon the conversion the non-voting shares of Series A Preferred Stock owned by either Mercator Momentum, Mercator Momentum III or MPF, or the shares of common stock issuable upon the exercise of the December Warrant, owned by any of Mercator Momentum, Mercator Momentum III or MPF. The terms of the Series A Preferred Stock do not permit those shares to be converted if, following the conversion, any of Mercator Momentum, Mercator Momentum III, MPF or MAG would beneficially own more than 9.99% of the Issuer's outstanding common stock. Since MAG beneficially owns more than 9.99% as of the date of this Schedule, none of the shares of the Series A Preferred Stock are currently convertible. The terms of the December Warrant do not permit the holder to exercise the warrant if it would cause any of Mercator Momentum, Mercator Momentum III, MPF or MAG to beneficially own more than 9.99% of the Issuer's outstanding common stock. Since MAG beneficially owns 19.0% of the Issuer's common stock without the exercise of the December Warrant, none of the shares of common stock issuable upon the exercise of the December Warrant have been included here. Page 6 of 15 CUSIP No. 45840V100 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. S.S. or I.R.S. Identification No. of above Person Monarch Pointe Fund, Ltd. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization British Virgin Islands - -------------------------------------------------------------------------------- Number of 5. Sole Voting Power 0 Shares Beneficially ---------------------------------------------------------------- Owned by 6. Shared Voting Power 3,419,350(1) Each Reporting ---------------------------------------------------------------- Person With 7. Sole Dispositive Power 0 ---------------------------------------------------------------- 8. Shared Dispositive Power 3,419,350(1) - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,419,350(1) - -------------------------------------------------------------------------------- 10. Check box if the Aggregate Amount in Row (9) Excludes Certain Shares |_| - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 13.2% - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- (1) Does not include the shares of common stock issuable upon the conversion the non-voting shares of Series A Preferred Stock owned by Monarch Pointe Fund, Ltd. ("MPF"), or the shares of common stock issuable upon exercise of the December Warrant, defined below in this Statement. The terms of the Series A Preferred Stock and the December Warrant do not permit conversion of the Series A Preferred Stock or exercise of the December Warrant, as the case may be, if, following the conversion, any of Mercator Momentum, Mercator Momentum III, MPF or MAG would beneficially own more than 9.99% of the Issuer's outstanding common stock. Since MAG beneficially owns more than 9.99% as of the date of this Schedule, neither the shares of the Series A Preferred Stock or the December Warrant owned by MPF are currently convertible or exercisable, as the case may be. Page 7 of 15 This statement hereby amends and restates the Schedule 13G previously filed on February 8, 2006 by the Reporting Person, as defined below under Item 2 of this statement. Item 1. Security and Issuer This Schedule 13D relates to the common stock, par value $0.001 per share (the "Common Stock"), of Interactive Television Networks, Inc. (the "Issuer"). The address of the Issuer's principal executive office is 2010 Main Street, Suite 500, Irvine, California 92614. Item 2. Identity and Background This statement is filed by Redland Advisors, Inc. ("RAI"), Mercator Momentum Fund, L.P. ("Momentum Fund"), Mercator Momentum Fund III, L.P. ("Momentum Fund III," together with Momentum Fund, the "Funds"), Monarch Pointe Fund, Ltd. ("MPF"), M.A.G. Capital, LLC ("MAG") and David F. Firestone ("Firestone"). This statement relates to the securities directly owned by RAI, the Funds, MPF and MAG. MAG is the general partner of each of the Funds and controls the investments of MPF. Firestone is the Managing Member of MAG and controls the investments of RAI. As a result of their control over the Funds and MPF, Firestone and MAG are deemed to beneficially own the securities of the Funds and MPF. As a result of his control over RAI, Firestone is deemed to also beneficially own the securities of RAI. RAI, the Funds, MPF, MAG and David F. Firestone are referred to herein as the "Reporting Persons." Firestone, Harry Aharonian and Eugene Loscialpo are the members of MPF's Board of Directors. Firestone is the President, Mr. Aharonian is the Portfolio Manager, and Todd Bomberg is the Chief Investment Officer of MPF. Firestone's principal occupation is acting as the managing member of MAG. Mr. Aharonian's principal occupation is Portfolio Manager of MAG and Portfolio Manager of MPF. Mr. Aharonian is a United States citizen, and his principal address is 555 South Flower Street, Suite 4200, Los Angeles, CA 90071. Mr. Loscialpo is a member of MPF's Board of Directors, and is not otherwise employed. Mr. Loscialpo is a United States citizen, and his principal address is c/o Bank of Ireland Securities Services, Ltd., New Century House, International Financial Services Center, Mayor Street Lower, Dublin 1, Republic of Ireland. The business address of each of RAI, the Funds, MAG and David F. Firestone is 555 S. Flower Street, Suite 4200, Los Angeles, CA 90071. The business address of MPF is c/o Bank of Ireland Securities Services, Ltd., New Century House, International Financial Services Center, Mayer Street Lower, Dublin 1, Republic of Ireland. RAI is a California corporation. Each of the Funds is a California limited partnership. MAG is a California limited liability company. MPF is a corporation organized under the laws of the British Virgin Islands. Firestone is a United States citizen. During the last five (5) years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five (5) years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining final violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. Page 8 of 15 Item 3. Source and Amount of Funds or Other Consideration Each of the Funds and MPF raised its capital by selling limited partnership interests or shares of its capital stock, in the case of MPF, in a private placement to purchased who were "accredited investors" for purposes of Rule 501 of Regulation D under the Securities Act of 1933 and "qualified clients" within the meaning of Rule 205-3(d) under the Investment Advisors Act of 1940, as amended. RAI raised its capital by selling shares of its capital stock. Item 4. Purpose of Transaction On December 15, 2006, MPF purchased 933,333 shares of Common Stock ("MPF Shares"), pursuant to a Subscription Agreement, dated December 14, 2006, by and among MAG, the Funds, MPF and the Issuer. Under that certain Subscription Agreement, the Certificate of Designation of Preferences and Rights of Series A Convertible Preferred Stock was amended to reduce the conversion price of the Series A Preferred Stock from $3.75 to $0.75 per share. The sale of the MPF Shares was not registered under the Securities Act of 1933, as amended (the "Act"), and the shares were issued and sold in reliance upon the exemption from registration contained in Section 4(2) of the Act and Regulation D promulgated thereunder. The MPF Shares may not be offered or sold in the United States in the absence of an effective registration statement, or exemption from the registration requirements, under the Act. The MPF purchased the MPF Shares for investment purposes. Pursuant to that certain Assignment and Assumption Agreement (the "Assignment and Assumption Agreement") between MAG, MPF and each of the Funds, on December 21, 2006, MAG irrevocably assigned to MPF and the Funds all of MAG's right, title and interest in certain of the Issuer's securities owned by MAG, including MAG's rights and obligations with respect to such securities. The Issuer's securities that MAG transferred to MPF and the Funds consisted of the following: o Warrants to purchase up to 9,367 shares of Common Stock were assigned to Momentum Fund; o Warrants to purchase up to 11,141 shares of Common Stock were assigned to Momentum Fund III; and o Warrants to purchase up to 32,492 shares of Common Stock were assigned to MPF. MAG continues to retain all investment and voting powers with respect to the transferred securities. The parties to the Assignment and Assumption Agreement agreed to use their commercially reasonable efforts to deliver all certificates evidencing the assigned securities and to otherwise complete the transfer of the assigned securities as soon as is reasonably practical. On March 1, 2007, pursuant to a Stock Sale and Purchase Agreement by and between Momentum Fund and Michael Martinez, President of the Issuer, Momentum Fund purchased 250,525 shares for an aggregate price of $25,052.52 for investment purposes. On March 1, 2007, pursuant to a Stock Sale and Purchase Agreement by and between Momentum Fund III and Michael Martinez, President of the Issuer, Momentum Fund III purchased 301,061 shares for an aggregate price of $30,106.09 for investment purposes. On March 1, 2007, pursuant to a Stock Sale and Purchase Agreement by and between MPF and Michael Martinez, President of the Issuer, MPF purchased 948,414 shares for an aggregate price of $94,841.39 for investment purposes. Page 9 of 15 Item 5. Interest in Securities of the Issuer As of March 6, 2007, RAI, each of the Funds, MPF and MAG directly owned the following securities of the Issuer: RAI owned 1,691,290 shares of Common Stock. Momentum Fund owned 356,135 shares of Common Stock, warrants to purchase up to 469,274 shares of Common Stock, and 589,116 shares of Series A Preferred Stock ("Series A Shares") that are convertible into 2,945,580 shares of Common Stock. Momentum Fund III owned 428,835 shares of Common Stock, warrants to purchase up to 462,533 shares of Common Stock and 700,680 shares of Series A Shares that are convertible into 3,503,400 shares of Common Stock. MPF owned 2,248,618 shares of Common Stock, warrants to purchase up to 1,333,193 shares of Common Stock and 2,043,537 shares of Series A Shares that are convertible into 10,217,685 shares of Common Stock. MAG owned 40,000 shares of Common Stock. David F. Firestone did not directly owned any securities of the Issuer. Each Series A Share is convertible into the number of shares of Common Stock determined by dividing $3.75 by the conversion price of $0.75, adjusted for stock splits and similar events. The documentation governing the terms of the warrants and the Series A Shares and the December Warrant, as defined below, contain provisions prohibiting any exercise of the warrants or conversion of Series A Shares that would result in any of the Funds, MPF and MAG owning beneficially more than 9.99% of the outstanding shares of Common Stock as determined under Section 13(d) of the Securities Exchange Act of 1934. Mercator Momentum, Mercator Momentum III and MPF own a five-year warrant to purchase up to 265,000 shares of Common Stock, at an exercise price of $5.00 per share (the "December Warrant"), which was issued in connection with the sale of the Series A Shares in December 2005. Collectively, the Funds and MPF also currently have warrants to purchase up to an aggregate of 1,000,000 shares of Common Stock from Michael Martinez, the President and a major shareholder of the Issuer ("Martinez Warrants"). Collectively, the Funds and MPF also currently have warrants to purchase up to an aggregate of 1,000,000 shares of Common Stock from David Koenig, Chief Technology Officer of the Issuer's subsidiary and a major shareholder of the Issuer ("Koenig Warrants"). The Martinez Warrants and the Koenig Warrants can be exercised at any time at a price of $0.001 per share. There is no expiration date for the holder to exercise its right to purchase shares under either the Martinez Warrants or the Koenig Warrants. The Martinez Warrants and Koenig Warrants were issued in connection with the cancellation of a $1,250,000 loan by Mercator Momentum, Mercator Momentum III and MPF to M & A Business Consulting, Inc. on June 13, 2005, at a rate of 7.5% per annum or the Wall Street Journal Primate Rate plus 2%. This loan was secured by a pledge of 2,500,000 shares of Common Stock owned by Michael Martinez and David Koenig, and was subsequently cancelled on October 2, 2005 in exchange for an aggregate of 500,000 shares of Common Stock (250,000 shares from each of Messrs. Martinez and Koenig) and the Martinez Warrants and the Koenig Warrants. As of March 6, 2007, the aggregate number and percentage of class of securities identified pursuant to Item 4 beneficially owned by each person identified in Item 2(a) may be found in rows 9 and 11 of the cover pages. The percentages were based on the assumption that the Issuer had 24,691,605 shares of Common Stock outstanding as of December 31, 2006, which is the number reported by the Issuer, according to its Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2006, filed on November 17, 2006, increased by the 933,333 shares of Common Stock that MPF purchased on December 15, 2006. Page 10 of 15 The right to vote and the right to dispose of the shares beneficially owned by each of the Funds and MPF are shared among the Fund or MPF and both MAG and Firestone. The right to vote and the right to dispose of the shares beneficially owned by MAG are shared by MAG and Firestone. The right to vote and the right to dispose of the shares beneficially owned by RAI are shared by RAI and Firestone. The Reporting Persons acquisitions and dispositions of beneficial ownership of the Issuer's securities since January 5, 2007 were as follows: (i) On March 1, 2007, Momentum Fund purchased 250,525 shares of Common Stock from Michael Martinez, President and a majority shareholder. (ii) On March 1, 2007, Momentum Fund III purchased 301,061 shares of Common Stock from Michael Martinez, President and a majority shareholder. (iii) On March 1, 2007, MPF purchased 948,414 shares of Common Stock from Michael Martinez, President and a majority shareholder. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer. Purchase of Series A Preferred Stock in December 2005 Subscription Agreement for the Series A Shares Each of the Funds, MPF and MAG entered into a subscription agreement with the Issuer on December 21, 2005, pursuant to which the Funds and MPF purchased an aggregate of 3,333,333 shares of Series A Convertible Preferred Stock and warrants to purchase up to 265,000 shares of Common Stock (the "December Warrants"). Pursuant to this subscription agreement, each Series A Share was convertible into one share of Common Stock, determined by dividing the purchase price by the conversion price of $3.75, adjusted for stock splits and similar events. The purchase price for the Series A Shares consisted of (i) the following securities issued by Interactive Brand Development, Inc. ("IBD"): (1) 34,988 shares of Series D Convertible Preferred Stock (the "Series D Preferred Stock") held by MPF, (2) 11,657 shares of Series D Preferred Stock held by Momentum Fund III, (3) 11,269 shares of Series D Preferred Stock held by Momentum Fund, (4) 34,000 shares of Series E Convertible Preferred Stock held by MPF, (v) 200,000 shares of restricted common stock held by MPF (collectively, the "IBD Securities"), (ii) the assignment to the Issuer of all of the rights under the all of the agreements, certificates and instruments entered into by the Funds, MPF and MAG, or any of them, and IBD in connection with the issuance to the Funds, MPF and MAG of the IBD Securities, and (iii) an aggregate of $2,000,000 in cash. Certificate of Designation of Preferences and Rights of Series A Convertible Preferred Stock of Interactive Television Networks, Inc. The Issuer designated the Series A Convertible Preferred Stock, par value $0.001 per share, effective December 27, 2005. Registration Rights Agreement Page 11 of 15 Each of the Funds, MPF and MAG entered into a registration rights agreement with the Issuer, dated December 21, 2005, pursuant to which the Issuer agreed to register the shares of Common Stock issuable upon the conversion of Series A Shares and upon the exercise of the December Warrants. Pursuant to this Agreement, the Issuer agreed to include 3,598,333 shares of Common Stock, which number represented the number of shares of Common Stock, in a registration statement to be filed with the Securities and Exchange Commission by or within 130 days after December 27, 2005. If the Issuer failed to file the registration statement by then, the Issuer was to pay to the Funds, MPF and MAG One Thousand Dollars ($1,000) per day until such registration statement is declared effective. Warrant A five-year warrant to purchase up to 265,000 shares of Common Stock was issued to the Funds, MPF and MAG, at an exercise price of $5.00 per share on December 27, 2005. The warrant contained language prohibiting any of the holders to exercise the warrant if such exercise would cause any of the Funds, MPF and MAG to beneficially own more than 9.99% of the Company's Common Stock then outstanding. December 2006 Transactions Assignment and Assumption Agreement The description of the Assignment and Assumption Agreement set forth in Item 4 of this Statement is incorporated herein by this reference. Subscription Agreement for the MPF Shares Each of the Funds, MPF and MAG entered into a subscription agreement with the Issuer on December 14, 2006, pursuant to which MPF purchased 933,333 shares of Common Stock and the Issuer agreed to reduce the conversion price of the Series A Convertible Preferred Stock from $3.75 to $0.75 per share. The number of shares of Series A Convertible Preferred Stock that any of the Funds, MPF and MAG can acquire at any time is subject to a limitation that prohibits such conversion if it would result in any of the Funds, MPF and MAG owning beneficially more than 9.99% of the outstanding shares of Common Stock as determined under Section 13(d) of the Securities Exchange Act of 1934. Amendment to Certificate of Designation of Series A Convertible Preferred Stock The Issuer amended the Certificate of Designation of Series A Convertible Preferred Stock to decrease the conversion price from $3.75 to $0.75, subject to appropriate adjustment for stock splits, stock dividends, combinations, recapitalizations or other recapitalization affecting the Series A Preferred Stock. (ex 4.1) Registration Rights Agreement Each of the Funds and MPF entered into a registration rights agreement with the Issuer on December 14, 2006, pursuant to which the Issuer agreed to register the MPF Shares and the 13,333,332 shares of Common Stock that were issuable upon conversion of the Series A Shares as of December 14, 2006 (the "Conversion Shares"). If the Issuer fails to file a registration statement with the Securities and Exchange Commission to register the MPF Shares and the Conversion Shares by January 31, 2007 or fails to cause such registration statement to be effective on or before May 11, 2007, the Company will pay to the Funds and MPF One Thousand Five Hundred Dollars ($1,500) per day until such registration statement is declared effective. Ex 10.2 March 2007 Transactions Page 12 of 15 Descriptions of each of: (i) the Stock Sale and Purchase Agreement by and between Momentum Fund and Michael Martinez, (ii) the Stock Sale and Purchase Agreement by and between Momentum Fund III and Michael Martinez, and (iii) the Stock Sale and Purchase Agreement by and between MPF and Michael Martinez, set forth in Item 4 of this Statement are incorporated herein by this reference. Item 7. Material to be Filed as Exhibits. Exhibit 7(a) Subscription Agreement for Series A Shares, dated December 21, 2005, filed by the Issuer as Exhibit 10.1 to the Issuer's 8-K filed with the Securities and Exchange Commission on December 27, 2005, and incorporated herein by this reference. Exhibit 7(b) Certificate of Designation of Preferences and Rights of Series A Convertible Preferred Stock, effective December 27, 2005, filed by the Issuer as Exhibit 4.1 to the Issuer's 8-K filed with the Securities and Exchange Commission on December 27, 2005, and incorporated herein by this reference. Exhibit 7(c) Registration Rights Agreement, dated December 21, 2005, filed by the Issuer as Exhibit 10.2 to the Issuer's 8-K filed with the Securities and Exchange Commission on December 27, 2005, and incorporated herein by this reference. Exhibit 7(d) Warrant for up 265,000 shares of Common Stock, filed by the Issuer as Exhibit 4.2 to the Issuer's 8-K filed with the Securities and Exchange Commission on December 27, 2005, and incorporated herein by this reference. Exhibit 7(e) Assignment and Assumption Agreement, dated December 21, 2006, by and among MAG, Momentum Fund, Momentum Fund III and MPF. Exhibit 7(f) Subscription Agreement for MPF Shares, dated December 14, 2006, by and among Momentum Fund, Momentum Fund III, MPF, MAG and the Issuer, filed by the Issuer as Exhibit 10.1 to the Issuer's 8-K filed with the Securities and Exchange Commission on December 20, 2006, and incorporated herein by this reference. Exhibit 7(g) Amendment to the Certificate of Designation of Series A Preferred Stock, filed by the Issuer as Exhibit 4.1 to the Issuer's 8-K filed with the Securities and Exchange Commission on December 20, 2006, and incorporated herein by this reference. Exhibit 7(h) Registration Rights Agreement, by and among Momentum Fund, Momentum Fund III, MPF and the Issuer, dated December 14, 2006, filed by the Issuer as Exhibit 10.2 to the Issuer's 8-K filed with the Securities and Exchange Commission on December 20, 2006, and incorporated herein by this reference. Exhibit 7(i) Stock Sale and Purchase Agreement by and between Momentum Fund and Michael Martinez, dated March 1, 2007. Exhibit 7(j) Stock Sale and Purchase Agreement by and between Momentum Fund III and Michael Martinez, dated March 1, 2007. Exhibit 7(k) Stock Sale and Purchase Agreement by and between MPF and Michael Martinez, dated March 1, 2007. Exhibit 7(l) Agreement of Joint Filing, executed by the Reporting Persons pursuant to Section 240.13d-1(k), incorporated herein by this reference. Page 13 of 15 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. Dated: March 8, 2007 REDLANDS ADVISORS, INC. By: /s/ David F. Firestone ---------------------------------- David F. Firestone President Dated: March 8, 2007 /s/ David F. Firestone ---------------------------------- David F. Firestone Dated: March 8, 2007 MERCATOR MOMENTUM FUND, L.P. By: M.A.G. CAPITAL, LLC, its general partner By: /s/ Harry Aharonian ---------------------------- Harry Aharonian, Portfolio Manager Dated: March 8, 2007 MERCATOR MOMENTUM FUND III, L.P. By: M.A.G. CAPITAL, LLC, its general partner By: /s/ Harry Aharonian ---------------------------- Harry Aharonian, Portfolio Manager Dated: March 8, 2007 M.A.G. CAPITAL, LLC By: /s/ Harry Aharonian ---------------------------------- Harry Aharonian, Portfolio Manager Dated: March 8, 2007 MONARCH POINTE FUND, LTD. By: /s/ Harry Aharonian ---------------------------------- Harry Aharonian, Director Page 14 of 15 EX-7.(E) 2 v068056_ex7e.txt ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is dated as of December 21, 2006, by and among M.A.G. Capital, LLC ("MAG" or the "Assignor"), and its managed funds, Mercator Momentum Fund, LP, Mercator Momentum Fund III, LP, and Monarch Pointe Fund, Ltd. (collectively, the "MAG Funds" or the "Assignees"). WHEREAS, MAG is the beneficial owner of the warrants (the "Warrants") and common stock (the "Common Stock," and together with the Warrants, the "Securities") set forth on Exhibit A hereto; and WHEREAS, MAG desires to transfer the beneficial ownership of the Securities to the MAG Funds in the respective amounts set forth on Exhibit A and to assign to the MAG Funds the benefit of any and all rights it has with respect to the Securities, including, but not limited to, rights it may have pursuant to certain subscription agreements (the "Subscription Agreements") with respect to the Securities and certain registration rights with respect to the Common Stock or the shares of common stock issuable upon the exercise of the Warrants (the "Conversion Shares") pursuant to certain registration rights agreements entered into with the various issuers of the Securities (the "Registration Rights Agreements"). NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto mutually agree as follows: 1. Assignment and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Assignor hereby irrevocably assigns to the Assignees without recourse to the Assignor, and the Assignee hereby irrevocably assumes from the Assignor without recourse to the Assignor, as of the date hereof, all of the Assignor's right, title and interest in the Securities and Assignor's rights and obligations with respect to the Securities, including any rights and obligations pursuant to the Subscription Agreements and the Registration Rights Agreements. (b) As soon as reasonably practicable following the date hereof, the Assignor shall deliver any certificates evidencing the Securities to the respective issuers thereof and shall use its commercially reasonable efforts to cause such issuers to, in exchange for the certificates delivered to them by the Assignor, deliver new certificates to the Assignees registered in the names of the Assignees evidencing the Assignees ownership of the Securities in the respective amounts as set forth on Exhibit A. With respect to any Common Stock not held in certificated form, the Assignor shall cause the Depository Trust Company to transfer beneficial ownership of such Common Stock to the Assignees. (c) Effective as of the date hereof, the parties hereto agree that the Assignees shall have all rights and obligations of the Assignor under the Subscription Agreements and the Registration Rights Agreements as if the Assignees were parties to such documents. 2. Assignor as Agent. Until such time as new certificates are delivered to the Assignees registered in the name of the Assignees evidencing their ownership of the Securities, each Assignee (i) acknowledges that Assignor, as General Partner of the MAG Funds, is authorized to take such action, and to the extent not authorized is hereby appointed as agent with such authority to act, on behalf of Assignee to exercise such powers under the Subscription Agreements, the Registration Rights Agreements or any other instrument or document furnished pursuant thereto; and (ii) agrees it will be bound by the provisions of the Subscription Agreements, the Registration Rights Agreements and will perform in accordance with their respective terms all the obligations which by the terms of the Subscription Agreements or the Registration Rights Agreements are required to be performed by it. MAG hereby accepts any such appointment as Assignees' agent and covenants to take all actions as reasonably directed by Assignees. 3. Successors. This Agreement shall inure to the benefit of and be binding upon the Assignor and each of the Assignees and their respective successors and legal representatives, and nothing expressed or mentioned in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained; this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person. No party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party. 4. Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby. 5. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PROVISIONS RELATING TO CONFLICTS OF LAW TO THE EXTENT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 6. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption Agreement to be executed as of the date first above written by their respective duly authorized officer's signatories below. M.A.G. CAPITAL, LLC By: /s/ David F. Firestone ---------------------- Name: David F. Firestone Title: Managing Member ACCEPTED AND AGREED: MERCATOR MOMENTUM FUND, LP MERCATOR MOMENTUM FUND III, LP MONARCH POINTE FUND, LTD. By: /s/ Todd Bomberg -------------------------------- Todd Bomberg Chief Investment Officer By: /s/ Harry Aharonian -------------------------------- Harry Aharonian Portfolio Administrator EX-7.(I) 3 v068056_ex7i.txt STOCK SALE AND PURCHASE AGREEMENT THIS STOCK SALE AND PURCHASE AGREEMENT (this "Agreement") is dated as of March 1, 2007, and is made and entered into by and among Mercator Momentum Fund, LP. ("Buyer") and Michael Martinez ("Seller"). A. Seller is the record owner of 6,500,003 shares of the $0.001 par value common stock of Interactive Television Networks, Inc., a Nevada corporation (the "Company"). B. Seller desires to sell to Buyer and Buyer desires to purchase from Seller 250,525 shares of the Company's common stock upon the terms and conditions set forth in this Agreement. Accordingly, for and in consideration of the premises, the mutual promises, covenants and agreements hereafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer, intending to be legally bound, do hereby agree as follows: ARTICLE I SALE AND PURCHASE Section 1.1 Sale and Purchase of Shares. Seller hereby sells, assigns, transfers and delivers to Buyer a stock certificate, registered in Buyer's name, for Two Hundred and Fifty Thousand, Five Hundred Twenty Five (250,525) shares of common stock (the "Shares") of the Company, and Buyer hereby purchases, acquires and accepts the Shares from Seller, all upon the terms and conditions set forth in this Agreement. Section 1.2 Purchase Price. The purchase price for the Shares is Twenty Five Thousand, Fifty Two dollars, and Fifty Two cents ($25,052.52). Concurrently with the execution of this Agreement, Buyer has initiated a wire transfer of immediately available funds for the entire purchase price to a bank account previously designated by Seller. ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER To induce Buyer to enter into and perform its obligations under this Agreement, Seller hereby represents and warrants to Buyer, and covenants with Buyer, as follows: Section 2.1 Authority and Capacity. Seller has all requisite power, authority and capacity to enter into this Agreement and perform its obligations hereby. The execution, delivery and performance of this Agreement by Seller does not, and the consummation of the transactions contemplated hereby will not, directly or indirectly (with or without notice or lapse of time): a) contravene, conflict with or result in a breach of any condition or provision of, or constitute a default under any agreement, contract, commitment, pledge, instrument or other undertaking to which Seller is a party or by which Seller or the Shares are bound. b) contravene, conflict with, or result in a violation of, or give any governmental body or other Person the right to challenge any of the transactions contemplated by the Agreement, or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree of any governmental body to which the Seller may be subject. Section 2.2 Consents. Except for the filing of a Form 4 pursuant to Section 16(a) of the Securities Exchange Act of 1934, Seller is not, and will not be, required to make any filing with or give any notice to, or to obtain any consent from, any Person in connection with the execution and delivery of any of this Agreement or the consummation or performance of any of the transactions contemplated hereby. Section 2.2 Binding Agreement. This Agreement has been duly and validly executed and delivered by Seller and constitutes Seller's valid and binding agreement, enforceable against Seller in accordance with and subject to its terms. Section 2.3 Title to Shares. Seller is the lawful, record and beneficial owner of good and marketable title to all of the Shares, free and clear of any liens, options, pledges, rights of first refusal, claims, agreements, charges, security interests, community property interests, equitable interests and encumbrances whatsoever, including but not limited to any restrictions on use voting, transfer, receipt of income, or exercise of any other attribute of ownership. The certificate representing the Shares is valid and genuine and the sale, conveyance, assignment, transfer and delivery of the certificate representing the Shares in accordance with the terms of this Agreement transfers to Buyer legal and valid title to the Shares, free and clear of all liens, security interests, hypothecations or pledges. Section 2.5 Litigation. There is no action, suit, proceeding or investigation pending or, to the best of Seller's knowledge, currently threatened before any governmental body against the Seller which questions the validity of this Agreement or the right of Seller to enter it, or to consummate the transactions contemplated hereby. The Seller is not a party or subject to, and none of the Shares is bound by, the provisions of any order, writ, injunction, judgment or decree of any governmental body. Section 2.6 Brokers or Finders. Seller has incurred no obligation or liability, contingent or otherwise, for brokerage or finders' fees or agents' commissions or other similar payment in connection with this Agreement. Section 2.4 Use of Proceeds. Immediately following the sale of the Shares to Buyer pursuant to this Agreement, Seller shall purchase $25,052.52 of set-top-box inventory at commercially reasonable terms and ensure that that the proceeds of this purchase shall be used by the Company for permitted payments ("the Permitted Payments"). Seller shall submit its purchase of set-top-box inventory for review and ratification by the Company's Board of Directors as soon as reasonably practicable following the execution of this Agreement. ARTICLE III REPRESENTATIONS AND WARRANTIES OF BUYER To induce Seller to enter into and perform their obligations under this Agreement, Buyer represents and warrants to Seller as follows: Section 3.1 Authority and Capacity. Buyer has all requisite power, authority and legal capacity to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Buyer does not (i) conflict with any provision of Buyer's charter documents, (ii) result in a breach of or default under any other agreement to which Buyer is a party or by which it is bound, or (iii) violate any law applicable to Buyer or any judgment, order, injunction, decree or award of any court, arbitrator, administrative agency or governmental body applicable to or binding upon Buyer. This Agreement constitutes a binding agreement of Buyer. Section 3.2 Disclosure. Buyer is familiar with the business, technologies, financial condition, and prospects of the Company, and Seller has made no representation or warranty regarding the Company, its business, technologies, financial condition or prospects. Section 3.3 Investment Representations. Buyer is acquiring the Shares for Buyer's own account and is not acquiring the Shares with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act of 1933, as amended. ARTICLE IV MISCELLANEOUS Section 4.1 Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties relating to the subject matter hereof and supersedes any and all prior understandings, agreements, negotiations and discussions, both written and oral, between the parties hereto with respect to the subject matter hereof. Section 4.2 Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with, and shall be governed by, the laws of the State of California without reference to, and regardless of, any applicable choice or conflicts of laws principles. Section 4.3 Counterparts. This Agreement may be executed in any number of counterparts and by the several parties hereto in separate counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same Agreement. Section 4.4 Further Assurances. Each of the parties hereto shall from time to time at the request of any other party hereto, and without further consideration, execute and deliver to such other party such further instruments of assignment, transfer, conveyance and confirmation and take such other action as such other party may reasonably request in order to more effectively fulfill the purposes of this Agreement. ARTICLE V DEFINITIONS Section 5.1 Legal Requirement. "Legal Requirement" shall mean any federal, state, local, municipal, foreign or other law, statute, legislation, constitution, principle of common law, resolution, ordinance, code, rule, regulation, ruling, requirement, decision, opinion or interpretation that is, has been or may in the future be issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any governmental body. Section 5.2 Person. "Person" shall mean any individual, corporation (including any non profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, cooperative, foundation, society, political party, union, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization or Governmental Body. IN WITNESS WHEREOF, this Agreement has been signed by the parties hereto as of the date first above written. Buyer: ________________________________ By:________________________________ Seller: ________________________________ Michael Martinez EX-7.(J) 4 v068056_ex7j.txt STOCK SALE AND PURCHASE AGREEMENT THIS STOCK SALE AND PURCHASE AGREEMENT (this "Agreement") is dated as of March 1, 2007, and is made and entered into by and among Mercator Momentum Fund III, LP. ("Buyer") and Michael Martinez ("Seller"). A. Seller is the record owner of 6,500,003 shares of the $0.001 par value common stock of Interactive Television Networks, Inc., a Nevada corporation (the "Company"). B. Seller desires to sell to Buyer and Buyer desires to purchase from Seller 301,061 shares of the Company's common stock upon the terms and conditions set forth in this Agreement. Accordingly, for and in consideration of the premises, the mutual promises, covenants and agreements hereafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer, intending to be legally bound, do hereby agree as follows: ARTICLE I SALE AND PURCHASE Section 1.1 Sale and Purchase of Shares. Seller hereby sells, assigns, transfers and delivers to Buyer a stock certificate, registered in Buyer's name, for Three Hundred and One Thousand, Sixty One (301,061) shares of common stock (the "Shares") of the Company, and Buyer hereby purchases, acquires and accepts the Shares from Seller, all upon the terms and conditions set forth in this Agreement. Section 1.2 Purchase Price. The purchase price for the Shares is Thirty Thousand, One Hundred Six dollars, and Nine cents ($30,106.09). Concurrently with the execution of this Agreement, Buyer has initiated a wire transfer of immediately available funds for the entire purchase price to a bank account previously designated by Seller. ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER To induce Buyer to enter into and perform its obligations under this Agreement, Seller hereby represents and warrants to Buyer, and covenants with Buyer, as follows: Section 2.1 Authority and Capacity. Seller has all requisite power, authority and capacity to enter into this Agreement and perform its obligations hereby. The execution, delivery and performance of this Agreement by Seller does not, and the consummation of the transactions contemplated hereby will not, directly or indirectly (with or without notice or lapse of time): a) contravene, conflict with or result in a breach of any condition or provision of, or constitute a default under any agreement, contract, commitment, pledge, instrument or other undertaking to which Seller is a party or by which Seller or the Shares are bound. b) contravene, conflict with, or result in a violation of, or give any governmental body or other Person the right to challenge any of the transactions contemplated by the Agreement, or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree of any governmental body to which the Seller may be subject. Section 2.2 Consents. Except for the filing of a Form 4 pursuant to Section 16(a) of the Securities Exchange Act of 1934, Seller is not, and will not be, required to make any filing with or give any notice to, or to obtain any consent from, any Person in connection with the execution and delivery of any of this Agreement or the consummation or performance of any of the transactions contemplated hereby. Section 2.2 Binding Agreement. This Agreement has been duly and validly executed and delivered by Seller and constitutes Seller's valid and binding agreement, enforceable against Seller in accordance with and subject to its terms. Section 2.3 Title to Shares. Seller is the lawful, record and beneficial owner of good and marketable title to all of the Shares, free and clear of any liens, options, pledges, rights of first refusal, claims, agreements, charges, security interests, community property interests, equitable interests and encumbrances whatsoever, including but not limited to any restrictions on use voting, transfer, receipt of income, or exercise of any other attribute of ownership. The certificate representing the Shares is valid and genuine and the sale, conveyance, assignment, transfer and delivery of the certificate representing the Shares in accordance with the terms of this Agreement transfers to Buyer legal and valid title to the Shares, free and clear of all liens, security interests, hypothecations or pledges. Section 2.5 Litigation. There is no action, suit, proceeding or investigation pending or, to the best of Seller's knowledge, currently threatened before any governmental body against the Seller which questions the validity of this Agreement or the right of Seller to enter it, or to consummate the transactions contemplated hereby. The Seller is not a party or subject to, and none of the Shares is bound by, the provisions of any order, writ, injunction, judgment or decree of any governmental body. Section 2.6 Brokers or Finders. Seller has incurred no obligation or liability, contingent or otherwise, for brokerage or finders' fees or agents' commissions or other similar payment in connection with this Agreement. Section 2.4 Use of Proceeds. Immediately following the sale of the Shares to Buyer pursuant to this Agreement, Seller shall purchase $30,106.09 of set-top-box inventory at commercially reasonable terms and ensure that that the proceeds of this purchase shall be used by the Company for permitted payments ("the Permitted Payments"). Seller shall submit its purchase of set-top-box inventory for review and ratification by the Company's Board of Directors as soon as reasonably practicable following the execution of this Agreement. ARTICLE III REPRESENTATIONS AND WARRANTIES OF BUYER To induce Seller to enter into and perform their obligations under this Agreement, Buyer represents and warrants to Seller as follows: Section 3.1 Authority and Capacity. Buyer has all requisite power, authority and legal capacity to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Buyer does not (i) conflict with any provision of Buyer's charter documents, (ii) result in a breach of or default under any other agreement to which Buyer is a party or by which it is bound, or (iii) violate any law applicable to Buyer or any judgment, order, injunction, decree or award of any court, arbitrator, administrative agency or governmental body applicable to or binding upon Buyer. This Agreement constitutes a binding agreement of Buyer. Section 3.2 Disclosure. Buyer is familiar with the business, technologies, financial condition, and prospects of the Company, and Seller has made no representation or warranty regarding the Company, its business, technologies, financial condition or prospects. Section 3.3 Investment Representations. Buyer is acquiring the Shares for Buyer's own account and is not acquiring the Shares with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act of 1933, as amended. ARTICLE IV MISCELLANEOUS Section 4.1 Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties relating to the subject matter hereof and supersedes any and all prior understandings, agreements, negotiations and discussions, both written and oral, between the parties hereto with respect to the subject matter hereof. Section 4.2 Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with, and shall be governed by, the laws of the State of California without reference to, and regardless of, any applicable choice or conflicts of laws principles. Section 4.3 Counterparts. This Agreement may be executed in any number of counterparts and by the several parties hereto in separate counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same Agreement. Section 4.4 Further Assurances. Each of the parties hereto shall from time to time at the request of any other party hereto, and without further consideration, execute and deliver to such other party such further instruments of assignment, transfer, conveyance and confirmation and take such other action as such other party may reasonably request in order to more effectively fulfill the purposes of this Agreement. ARTICLE V DEFINITIONS Section 5.1 Legal Requirement. "Legal Requirement" shall mean any federal, state, local, municipal, foreign or other law, statute, legislation, constitution, principle of common law, resolution, ordinance, code, rule, regulation, ruling, requirement, decision, opinion or interpretation that is, has been or may in the future be issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any governmental body. Section 5.2 Person. "Person" shall mean any individual, corporation (including any non profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, cooperative, foundation, society, political party, union, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization or Governmental Body. IN WITNESS WHEREOF, this Agreement has been signed by the parties hereto as of the date first above written. Buyer: ________________________________ By: ________________________________ Seller: ________________________________ Michael Martinez EX-7.(K) 5 v068056_ex7k.txt STOCK SALE AND PURCHASE AGREEMENT THIS STOCK SALE AND PURCHASE AGREEMENT (this "Agreement") is dated as of March 1, 2007, and is made and entered into by and among Monarch Pointe Fund, Ltd ("Buyer") and Michael Martinez ("Seller"). A. Seller is the record owner of 6,500,003 shares of the $0.001 par value common stock of Interactive Television Networks, Inc., a Nevada corporation (the "Company"). B. Seller desires to sell to Buyer and Buyer desires to purchase from Seller 948,414 shares of the Company's common stock upon the terms and conditions set forth in this Agreement. Accordingly, for and in consideration of the premises, the mutual promises, covenants and agreements hereafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer, intending to be legally bound, do hereby agree as follows: ARTICLE I SALE AND PURCHASE Section 1.1 Sale and Purchase of Shares. Seller hereby sells, assigns, transfers and delivers to Buyer a stock certificate, registered in Buyer's name, for Nine Hundred Forty Eight Thousand, Four Hundred Fourteen (948,414) shares of common stock (the "Shares") of the Company, and Buyer hereby purchases, acquires and accepts the Shares from Seller, all upon the terms and conditions set forth in this Agreement. Section 1.2 Purchase Price. The purchase price for the Shares is Ninety Four Thousand, Eight Hundred and Forty One dollars, and Thirty Nine cents ($94,841.39). Concurrently with the execution of this Agreement, Buyer has initiated a wire transfer of immediately available funds for the entire purchase price to a bank account previously designated by Seller. ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER To induce Buyer to enter into and perform its obligations under this Agreement, Seller hereby represents and warrants to Buyer, and covenants with Buyer, as follows: Section 2.1 Authority and Capacity. Seller has all requisite power, authority and capacity to enter into this Agreement and perform its obligations hereby. The execution, delivery and performance of this Agreement by Seller does not, and the consummation of the transactions contemplated hereby will not, directly or indirectly (with or without notice or lapse of time): a) contravene, conflict with or result in a breach of any condition or provision of, or constitute a default under any agreement, contract, commitment, pledge, instrument or other undertaking to which Seller is a party or by which Seller or the Shares are bound. b) contravene, conflict with, or result in a violation of, or give any governmental body or other Person the right to challenge any of the transactions contemplated by the Agreement, or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree of any governmental body to which the Seller may be subject. Section 2.2 Consents. Except for the filing of a Form 4 pursuant to Section 16(a) of the Securities Exchange Act of 1934, Seller is not, and will not be, required to make any filing with or give any notice to, or to obtain any consent from, any Person in connection with the execution and delivery of any of this Agreement or the consummation or performance of any of the transactions contemplated hereby. Section 2.2 Binding Agreement. This Agreement has been duly and validly executed and delivered by Seller and constitutes Seller's valid and binding agreement, enforceable against Seller in accordance with and subject to its terms. Section 2.3 Title to Shares. Seller is the lawful, record and beneficial owner of good and marketable title to all of the Shares, free and clear of any liens, options, pledges, rights of first refusal, claims, agreements, charges, security interests, community property interests, equitable interests and encumbrances whatsoever, including but not limited to any restrictions on use voting, transfer, receipt of income, or exercise of any other attribute of ownership. The certificate representing the Shares is valid and genuine and the sale, conveyance, assignment, transfer and delivery of the certificate representing the Shares in accordance with the terms of this Agreement transfers to Buyer legal and valid title to the Shares, free and clear of all liens, security interests, hypothecations or pledges. Section 2.5 Litigation. There is no action, suit, proceeding or investigation pending or, to the best of Seller's knowledge, currently threatened before any governmental body against the Seller which questions the validity of this Agreement or the right of Seller to enter it, or to consummate the transactions contemplated hereby. The Seller is not a party or subject to, and none of the Shares is bound by, the provisions of any order, writ, injunction, judgment or decree of any governmental body. Section 2.6 Brokers or Finders. Seller has incurred no obligation or liability, contingent or otherwise, for brokerage or finders' fees or agents' commissions or other similar payment in connection with this Agreement. Section 2.4 Use of Proceeds. Immediately following the sale of the Shares to Buyer pursuant to this Agreement, Seller shall purchase $94,841.39 of set-top-box inventory at commercially reasonable terms and ensure that that the proceeds of this purchase shall be used by the Company for permitted payments ("the Permitted Payments"). Seller shall submit its purchase of set-top-box inventory for review and ratification by the Company's Board of Directors as soon as reasonably practicable following the execution of this Agreement. ARTICLE III REPRESENTATIONS AND WARRANTIES OF BUYER To induce Seller to enter into and perform their obligations under this Agreement, Buyer represents and warrants to Seller as follows: Section 3.1 Authority and Capacity. Buyer has all requisite power, authority and legal capacity to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Buyer does not (i) conflict with any provision of Buyer's charter documents, (ii) result in a breach of or default under any other agreement to which Buyer is a party or by which it is bound, or (iii) violate any law applicable to Buyer or any judgment, order, injunction, decree or award of any court, arbitrator, administrative agency or governmental body applicable to or binding upon Buyer. This Agreement constitutes a binding agreement of Buyer. Section 3.2 Disclosure. Buyer is familiar with the business, technologies, financial condition, and prospects of the Company, and Seller has made no representation or warranty regarding the Company, its business, technologies, financial condition or prospects. Section 3.3 Investment Representations. Buyer is acquiring the Shares for Buyer's own account and is not acquiring the Shares with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act of 1933, as amended. ARTICLE IV MISCELLANEOUS Section 4.1 Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties relating to the subject matter hereof and supersedes any and all prior understandings, agreements, negotiations and discussions, both written and oral, between the parties hereto with respect to the subject matter hereof. Section 4.2 Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with, and shall be governed by, the laws of the State of California without reference to, and regardless of, any applicable choice or conflicts of laws principles. Section 4.3 Counterparts. This Agreement may be executed in any number of counterparts and by the several parties hereto in separate counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same Agreement. Section 4.4 Further Assurances. Each of the parties hereto shall from time to time at the request of any other party hereto, and without further consideration, execute and deliver to such other party such further instruments of assignment, transfer, conveyance and confirmation and take such other action as such other party may reasonably request in order to more effectively fulfill the purposes of this Agreement. ARTICLE V DEFINITIONS Section 5.1 Legal Requirement. "Legal Requirement" shall mean any federal, state, local, municipal, foreign or other law, statute, legislation, constitution, principle of common law, resolution, ordinance, code, rule, regulation, ruling, requirement, decision, opinion or interpretation that is, has been or may in the future be issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any governmental body. Section 5.2 Person. "Person" shall mean any individual, corporation (including any non profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, cooperative, foundation, society, political party, union, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization or Governmental Body. IN WITNESS WHEREOF, this Agreement has been signed by the parties hereto as of the date first above written. Buyer: ________________________________ By: ________________________________ Seller: ________________________________ Michael Martinez EX-7.(L) 6 v068056_ex7l.txt EXHIBIT 7(l) AGREEMENT OF JOINT FILING The undersigned hereby agree that they are filing jointly pursuant to Rule 13d-1 of the Securities Exchange Act of 1934 a report on Schedule 13D, containing the information required by Schedule 13D, for shares of the common stock of Interactive Television Networks, Inc. beneficially owned by Redlands Advisors, Inc., David F. Firestone, Mercator Momentum Fund, L.P., Mercator Momentum Fund III, L.P., M.A.G. Capital, LLC and Monarch Pointe Fund, Ltd. and such other holdings as may be reported therein. Dated: March 8, 2007 REDLANDS ADVISORS, INC. By: /s/ David F. Firestone ---------------------------------- David F. Firestone President Dated: March 8, 2007 /s/ David F. Firestone ---------------------------------- David F. Firestone Dated: March 8, 2007 MERCATOR MOMENTUM FUND, L.P. By: M.A.G. CAPITAL, LLC, its general partner By: /s/ Harry Aharonian ---------------------------- Harry Aharonian, Portfolio Manager Dated: March 8, 2007 MERCATOR MOMENTUM FUND III, L.P. By: M.A.G. CAPITAL, LLC, its general partner By: /s/ Harry Aharonian ---------------------------- Harry Aharonian, Portfolio Manager Dated: March 8, 2007 M.A.G. CAPITAL, LLC By: /s/ Harry Aharonian ---------------------------------- Harry Aharonian, Portfolio Manager Dated: March 8, 2007 MONARCH POINTE FUND, LTD. By: /s/ Harry Aharonian ---------------------------------- Harry Aharonian, Director -----END PRIVACY-ENHANCED MESSAGE-----