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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.____________)*
Profit Financial Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common
- --------------------------------------------------------------------------------
(Title of Class of Securities)
743167207000
- --------------------------------------------------------------------------------
(CUSIP Number)
Donovan C. Snyder, ITEX Corporation, P.O. Box 2309, Portland, OR 97208-2309
Telephone: (503) 244-4672 ext. 105
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 12, 1997
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisition which is the subject of the Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [X].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filed 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 the
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).
(Continued on following page(s))
<PAGE>
CUSIP No. 743167207000 13D
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
ITEX Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
93-0922994
- --------------------------------------------------------------------------------
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 Nevada
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 400,000 6.0%
SHARES
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER None
EACH
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER 400,000 6.0%
WITH
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 400,000 6.0%
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13D
Item 1. Security and Issuer
This statement relates to the common stock of Profit Financial Corporation,
a Utah corporation with principal executive offices at 14675 Interurban Avenue
South, Seattle, WA 98168.
Item 2. Identity and Background
ITEX Corporation, a Nevada corporation
Principal business: operation of a retail barter exchange
10300 S.W. Greenburg Road, Suite 370
Portland, OR 97223
(d) No
(e) No.
Executive officers and directors of ITEX Corporation:
Name Title Business Address Employment
Graham H. Norris President and CEO P.O. Box 2309 ITEX Corp.
Director Portland, OR 97208-2309
Mary J. Scherr Vice President P.O. Box 2309 ITEX Corp.
Director Portland, OR 97208-2309
Gerald Pitts Vice President P.O. Box 2309 ITEX Corp.
Portland, OR 97208-2309
Joseph Morris Vice President 18306 E. Wesley Place ITEX Corp.
Director Aurora, CO 80013
Donovan C. Snyder Secretary P.O. Box 2309 ITEX Corp.
Portland, OR 97208-2309
Charles Padbury Director 1585 SW Marlow, #100 Dentist
Portland, OR 97225
Sherry Meinberg Director 5417 Harco Street Retired
Long Beach, CA 90808
Evan Ames Director 15200 NW Acorn Place Financial
Beaverton, OR 97006 Advisor
Robert Nelson Director 1130 SW Morrison St., #408 CPA
Portland, OR 97205
For all persons listed above, items (d) and (e) are No
Item 3. Source and Amount of Funds or Other Consideration
On July 30, 1997, ITEX Corporation acquired the additional 51% of the stock
of Associated Reciprocal Traders Ltd. ("ART") which ITEX did not previously own
from Newcastle Services Ltd., the owner of the 51% of ART. ART thus became a
wholly owned subsidiary of ITEX. Included in the assets of ART at the time of
the acquisition was 200,000 shares of the common stock of Profit Financial
Corporation. Thus, ITEX Corporation, as the sole shareholder of ART has
beneficial ownership of those 200,000 shares. The consideration paid to
Newcastle Services for the acquisition of the remaining interest in ART not
previously owned by ITEX was $3,327,000 payable in the form of transfer to
Newcastle of all of ITEX s right, title and interest in and to certain common
and preferred stock of a publicly traded company and which was owned by ITEX and
transfer to Newcastle of certain art work from among the inventory of such art
work owned by ITEX.
As of August 12, 1997, ITEX Corporation entered into an agreement with
Bailey Mutual Fund, Inc. for acquisition by ITEX of the 200,000 shares of the
common stock of Profit Financial Corporation held by Bailey Mutual Fund. The
consideration paid to Bailey Mutual Fund for acquisition of the 200,000 shares
of stock was $2,000,000 payable in the form of transfer to Bailey of all of ITEX
s right, title and interest in and to certain common stock of a publicly traded
company which stock was owned by ITEX, a number of ITEX Trade Dollars and cash.
Item 4. Purpose of Transaction
The purpose of the transactions described in Item 3 above was (1) to
acquire sole ownership of Associated Reciprocal Traders Ltd. and (2) to obtain
the 200,000 shares of Profit Financial Corporation stock owned by Bailey Mutual
Fund. ITEX Corporation intends to sell the Profit Financial Corporation stock
acquired in an orderly fashion in order to provide cash needed by ITEX
Corporation in its operations.
Item 5. Interest in Securities of the Issuer
See Items 7 through 13 of the Schedule 13D cover page.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits
None.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: August 22, 1997 /s/ Graham H. Norris
-----------------------------------
Signature
Graham H. Norris, President and CEO
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Name/Title
