UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D. C.  20549





FORM
10 - K





(Mark
One)


x
            Annual report under Section 13
      or 15(d) of the Securities Exchange Act of
  1934




For
the fiscal year ended July 31, 2010.




or





 ̈
            Transition report under Section
      13 or 15(d) of the Securities Exchange Act of
  1934




For the
transition period from ____________________ to





Commission
File Number 0-18275




ITEX
CORPORATION


(Name of
small business issuer in its charter)





Nevada
                
                93-0922994(State
      or other jurisdiction of
                
                (IRS
      Employerincorporation
      or organization)
                
                Identification
      No.)





3326 160thAvenue SE, Suite 100, Bellevue, WA
      98008-6418(Address
      of principal executive
offices)





(425)
      463-4000(Issuer’s
      telephone number including area
code)




Securities
      registered under Section 12 (b) of the Exchange Act
                
                NoneSecurities
      registered pursuant to Section 12 (g) of the Exchange Act
                
                Common
      Stock$0.01
      par value





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act


Yes o  No þ





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act


Yes o  No þ





Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.


Yes þ  No o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


Yes ̈No ̈




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K


Yes þ  No o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.




Large
      accelerated filer o
            
            Accelerated
      filer oNon-accelerated
      filer   o
            
            Smaller
      Reporting Company þ





Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).


Yes o  No þ





The
aggregate market value of the voting common stock held by non-affiliates of the
Company as of July 31, 2010 was approximately $12,664,426 based upon 2,666,195
shares held by such persons and the closing bid price of $4.75 as reported by
the OTC Bulletin Board for that date.  Shares of common stock held by
each officer and director and by each person who owns 10.0% or more of the
outstanding common stock have been excluded because these people may be deemed
to be affiliates.  This determination of affiliate status is not
necessarily a conclusive determination for any other purpose.





As of
October 1, 2010, we had 3,605,320 shares of common stock
outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE:





Portions
of the definitive Proxy Statement to be furnished to shareholders in connection
with the Annual Meeting of Shareholders are incorporated by reference into Part
III.















ITEX CORPORATION





FORM
10-K





For
The Fiscal Year Ended July 31, 2010





INDEX









PagePART
      IITEM
      1.
                  
                  Business
                  
                  1ITEM
      1A.
                  
                  Risk
    Factors
                  
                  9ITEM
      1B.
                  
                  Unresolved Staff
      Comments
                  
                  16ITEM
      2.
                  
                  Properties
                  
                  16ITEM
      3.
                  
                  Legal
      Proceedings
                  
                  17PART
      IIITEM
      5.
                  
                  Market for Registrant’s Common
      Equity, Related Stockholder Matters and Issuer Purchases of Equity
      Securities
                  
                  17ITEM
      7.
                  
                  Management’s Discussion and
      Analysis of Financial Condition and Results of
      Operations
                  
                  18ITEM
      8.
                  
                  Financial Statements and
      Supplementary Data
                  
                  40ITEM
      9.
                  
                  Changes In and Disagreements With
      Accountants on Accounting and Financial Disclosure
                  
                  68ITEM
      9A.
                  
                  Controls and
      Procedures
                  
                  68ITEM
      9B.
                  
                  Other
      Information
                  
                  69PART
      IIIITEM
      10.
                  
                  Directors, Executive Officers and
      Corporate Governance
                  
                  69ITEM
      11.
                  
                  Executive
      Compensation
                  
                  69ITEM
      12.
                  
                  Security Ownership of Certain
      Beneficial Owners and Management and Related Stockholder
      Matters
                  
                  69ITEM
      13.
                  
                  Certain Relationships and Related
      Transactions, and Director Independence
                  
                  70ITEM
      14.
                  
                  Principal Accountant Fees and
      Services
                  
                  70PART
      IVITEM
      15.
                  
                  Exhibits and Financial Statement
      Schedules
                  
                  70Signatures
                  
                  72




ii




PART
I





Special
Note Regarding Forward-Looking Statements





In addition to current and historical
information, thisAnnualReport on Form 10-Kcontainsforward-looking statements.These statements relate toour future operations, prospects,
potential products, services, developments, business strategies or our future financial performance.Forward-looking statementsreflect our expectations
and assumptions only as of the date of this reportand are subject to risks and
uncertainties.Actual events or results may differ
materially.We have
included a discussion of certain risks and uncertainties that could cause actual
results and events to differ materially from our forward-looking statements in
thesectionentitled“Risk
Factors” (refer to Part I Item 1A).We undertake no obligation
to update or revise publicly any forward-looking statement after the date of
this report, whether as a result of new information, future events or
otherwise.





ITEM
      1.
            BUSINESS





Overview





ITEX, The
Membership Trading CommunitySM, is a
leading marketplace for cashless business transactions across North America
(“the Marketplace”).  We service our member businesses through our
independent licensed brokers and franchise network, (individually, “broker” and
together, the “Broker Network”) in the United States and Canada, as well as
through certain corporate-owned offices.  Our business services and
payment systems enable member businesses (our “members”) to trade goods and
services without exchanging cash.  These products and services are
instead exchanged for ITEX dollars which can only be redeemed in the Marketplace
(“ITEX dollars”).  We administer the Marketplace and act as a
third-party record-keeper for our members’ transactions.  We generate
revenue by charging members percentage-based transaction fees, association fees,
and other fees assessed in United States dollars and Canadian dollars where
applicable (collectively and as reported on our financial statements, “USD” or
“Cash”).





We
maintain our executive offices at 3326 160th Avenue
SE, Suite 100, Bellevue, Washington 98008-6418.  Our telephone number
is 425-463-4000.  We routinely post important information on our
website under the Investor Relations tab. Our website address is www.itex.com.  There
we also make available, free of charge, our SEC reports including our annual
report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K
and any amendments to those reports, as soon as reasonably practicable after we
file such material electronically with, or furnish it to, the
SEC.  These reports are also available from the SEC website at
www.sec.gov.  The information found on our website is not part of this
or any other report we file with or furnish to the SEC.





Marketplace
Transactions





The
Marketplace provides a forum for our members to purchase from and sell their
products and services to other members using “ITEX dollars” instead of
USD.  An ITEX dollar is an accounting unit used to record the value of
transactions as determined by the members in the Marketplace.  ITEX
dollars are not intended to constitute legal tender, securities, or commodities
and have no readily determinable correlation to USD.  ITEX dollars may
only be used in the manner and for the purpose set forth in our Member Agreement
and the rules of the Marketplace.  As described below, we issue, on a
case by case basis, ITEX dollar credit lines to certain
members.  Members with positive ITEX dollar account balances or those
within their ITEX dollar credit line may use available ITEX dollars to purchase
products or services from other members and may sell their products or services
to other members.  Those members with negative ITEX dollar account
balances are obligated to sell their products or services to other Marketplace
members in order to offset their negative account balance.


1





We assist
members in marketing their products and services through our Broker Network,
newsletters, e-mail, on our website at www.itex.com and
through other promotional means.  Transactions are generally conducted
by members directly but can be facilitated by our brokers.





Businesses
use our Marketplace to attract new customers, increase sales and market share,
and to utilize unproductive assets, surplus inventory, or excess
capacity.  The Marketplace is especially useful to businesses where
the variable costs of products or services are low, such as hospitality, media,
medical care and other service related businesses.  For example, a
hotel that has not filled its rooms by the end of the day has lost potential
revenue but still has nearly the same overhead associated with owning and
maintaining its facility.  Selling these unused rooms for ITEX dollars
is beneficial for both the traveler (buyer) and the hotel
(seller).  The traveler receives a hotel room without spending USD and
the hotel fills an empty room, with the ability to use the ITEX dollars earned
to purchase other products or services in the Marketplace.





In order
to facilitate transactions, we may grant ITEX dollar credit lines to certain
members.  When considering an ITEX dollar credit line, we assess the
financial stability of the member and the demand by others for the member’s
product or service.  Members without a line of credit may only use
their ITEX dollars received from selling their product or service to purchase
other products or services in the Marketplace.





For tax
purposes, the Internal Revenue Service considers ITEX dollar sales to be
equivalent to USD sales and ITEX dollar expenses to be equivalent to USD
expenses.  ITEX is obliged under the Tax Equity and Fiscal
Responsibility Act of 1982 (TEFRA) to send Forms 1099-B to each of our members
and to the Internal Revenue Service (“IRS”), which we do
electronically.  The Form 1099-B reflects the member’s total ITEX
dollar sales for the calendar year less the amount of any
returns.  The IRS requires all Form 1099-B recipients to report their
ITEX dollars received (sales) as gross income on their tax
returns.  Expenditures of ITEX dollars may be reported as deductions
in tax returns if they qualify as a deductible business expense or as other
deductions that are permitted by the Internal Revenue Code.





Broker
Network





Brokers
are independent contractors with respect to the Company.  Combined,
our corporate staff, brokers and their staff, and outside contractors total more
than 400 individuals supporting the Marketplace.  Because we depend on
a high rate of repeat business, the quality of broker interactions with members
is an important element of our business strategy.  We develop strong,
cooperative relationships with our Broker Network by providing training,
marketing materials and programs, internet and computer-related support,
incentive programs, and investments in customer relationship management
technology.





Our
brokers provide Marketplace members with information about products and services
that are available locally, nationally and in Canada.  Our franchise
agreement does not grant exclusive contractual rights to operate in a
geographical area.  Brokers are responsible for enrolling new
Marketplace members, training them in Marketplace policies and procedures,
facilitating their transactions and assuring payment in USD of transaction fees,
association fees and other fees to us.  Members of the Marketplace
have a direct contractual relationship with us.  In turn, brokers
receive a commission in USD for a percentage of revenue collected from the
members serviced by those brokers.


2





Our
franchise agreements and independent licensed broker contracts generally provide
for a five-year term unless we terminate the contract for cause as defined in
the agreement.  These agreements provide for subsequent five-year
renewal terms as long as the franchisee or broker is not in breach of the
agreement and is in compliance with our performance requirements, policies, and
procedures then in place.





Since
2003, we have offered the sale of ITEX franchises to qualified individuals and
entities.  In addition, we have sought to renew individual broker
contracts under our most current franchise agreement which we periodically amend
as current events and circumstances deem necessary.  Through our
franchisees, we distribute our services by licensing our business ideas and
concepts while retaining legal ownership of those concepts and ideas, including
our name, logos, trademarks and member relationships.  Our franchise
agreement grants a limited license and right to use and operate a recognizable
ITEX outlet to the franchisee by utilizing our business system, technology and
proprietary marks.  The franchise agreement allows us to oversee the
obligations and responsibilities of the franchisee.  Under federal and
state franchise and business opportunity laws, franchisees are entitled to
additional protections including the provision that many of the substantive
aspects of the business relationship (e.g., termination, transfer, cancellation,
and non-renewal) will be governed by state law.  Refer to “Government
Regulation” for more information.





Sources
of Revenue





For each
calendar year, we divide our operations into 13 four-week billing and commission
cycles always ending on a Thursday (“operating cycle”).  For financial
statement purposes, our fiscal year is from August 1 to July 31 (“year”, “2010”
for August 1, 2009 to July 31, 2010, “2009” for August 1, 2008 to July 31,
2009).  We report our results as of the last day of each calendar
month (“accounting cycle”).





Our main
sources of revenue are transaction and association fees.  We charge
both the buyer and the seller a transaction fee based on the ITEX dollar value
of that Marketplace transaction.  We also charge members of the
Marketplace an association fee every operating cycle in accordance with our
members’ individual agreements.  Additionally, we may charge various
auxiliary fees to members, such as annual membership dues, late fees,
insufficient fund fees and other fees.  The fees we charge members are
in USD and partially in ITEX dollars.  We bill members for all fees at
the end of each operating cycle.  We track all financial activity in
our internally developed database.  Members have the option of paying
USD fees automatically by credit card, by electronic funds transfer or by
check.  In the years ended July 31, 2010 and 2009, members made
approximately 91% and 87%, respectively, of their payments through electronic
funds transfer or by credit cards using our Preferred Member Autopay System
(“Autopay System”).  If paying through our Autopay System, generally,
the USD transaction fee is 6.0% of the ITEX dollar amount of the member’s
purchases and sales during the operating cycle.  If paying by check,
generally, the USD transaction fee is 7.5% of the ITEX dollar amount of that
member’s purchases and sales during the operating
cycle.  Additionally, regardless of a member’s transaction activity,
each operating cycle we charge most members an association fee of $20 USD ($260
USD annually) and $10 ITEX dollars ($130 ITEX dollars
annually).  Transaction and association fees composed 92% and 95% of
our total revenue in 2010 and 2009, respectively.





We
prepare our financial statements on an accrual basis in accordance with United
States Generally Accepted Accounting Principles (GAAP).  Refer to
Note
1 ―“Summary of Significant
Accounting Policies”included in the“Notes to Consolidated Financial
Statements”,Item8– Financial
Statements for a description of our accounting policies.  As
discussed in our critical accounting policies,  we recognize at fair
value of the goods or services received when those goods or services have
readily determinable fair values.  We recognize ITEX dollars as
required by the Internal Revenue Service for income tax reporting
purposes.  We account for ITEX dollar transactions and USD fee
assessments in statements to members and brokers.  The majority of the
ITEX dollars we earn are distributed back to the Broker Network as revenue share
and sales incentives.  Additionally, we use ITEX dollars we earn to
fund the ITEX co-op advertising program utilized by both members and
brokers.  We expend a small amount of ITEX dollars for certain ITEX
operating expenses.


3





Business
Strategy





Our goal
is to expand our market share of the cashless transaction industry, principally
in North America.  We believe we can successfully increase the number
of members participating in our Marketplace and our revenues if we provide
members:





o
            A
      system that enables members to execute and track transactions in the
      Marketplace.We have internally developed an industry
      exclusive, comprehensive, customer relationship management and payment
      processing software called Trade Exchange Account Manager
      “TEAM.”  This web based software solution provides members,
      brokers and our management team with enhanced information systems and
      marketing tools.  We continue to upgrade and enhance our
      technologically advanced multi-channel payment system that provides
      efficient internet access to ITEX members and our Broker
      Network.  These upgrades and enhancements in computer and
      communications technology provide brokers and members with additional
      tools and more effective computer applications to more easily engage in
      “real-time” transactions.





o
            A
      community where members can meet and feel comfortable with other
      members.  Our website has a casual, community approach
      conveying to Marketplace members the variety of businesses that comprise
      the Marketplace and the benefits that come with their
      participation.  The member business profile section of our
      website allows business owners to provide personal pictures, tell the
      Marketplace more about themselves and communicate with other member
      businesses via blogs.  We believe that seeing the photograph of
      a business owner and sharing selected personal information will
      differentiate member businesses and encourage others to conduct
      transactions with them in the
Marketplace.





o
            More
      regions in which to trade by increasing the size and effectiveness of our
      Broker Network.To attract new franchisees and increase
      the trade regions covered by the Marketplace, we have a franchise portion
      of our website, www.itex.com.  We
      identified target markets, provided added detail about our company and
      business model, and allowed potential franchisees to calculate sample
      financial forecasts.





o
            Excellent
      customer service by the Broker Network and our corporate
      office.We provide training and support for new and
      existing brokers and refine our franchisee and broker operating manuals
      and related support materials.  Additionally, we hold an annual
      convention and several regional meetings where we discuss and attempt to
      find solutions for current issues and proactively plan for future
      enhancements and benefits to our Trading Community.  Our
      national sales manager works with brokers to implement various strategies
      and methods for obtaining new
members.





o
            Develop
      a web based Software as a Service (Web Services)
      model.  This model is targeted at mid to large sized
      businesses to enable them in creating reward communities or expand their
      existing relationship within their customer base, using the ITEX
      proprietary exchange platform.


4





In 2009,
we launched our new subscription-based service offerings initiative which
resulted in two executed web services agreements – providing new revenue streams
for the Company in addition to expanding trading opportunities for our members.
Under the agreements, for a one-time platform subscription fee and a monthly
transaction processing fee, ITEX hosts the web interface, client relationship
management platform and is responsible for all transactional processing. We also
provide a proprietary processing technology that enables members of any of our
web services clients to seamlessly accept the digital currency of another web
services client.





Members





The
Marketplace has approximately 24,000 members in the United States and
Canada.  The majority of members are businesses with fewer than 10
employees.  Members may choose to participate in the Marketplace for a
number of reasons including to:





·
            Attract
      new customers


·
            Increase
      sales and market share


·
            Add
      new channels of distribution


·
            Utilize
      unproductive assets, surplus inventory or excess
  capacity





Members
earn ITEX dollars which they have the opportunity to spend on products and
services offered by other ITEX members.  The following is a
representative example of a transaction:





A
dentist wants to remodel her office.  Through the Marketplace, she
hires a contractor who agrees to perform the remodeling work for $1,500 ITEX
dollars.  The dentist has ITEX dollars in her account to spend because
she had previously provided dental work to the owner of a vacation resort, a
restaurant owner and a lawyer, all members of the Marketplace, in exchange for
ITEX dollars.  These other members originally acquired ITEX dollars by
providing products or services for other Marketplace members.





Sales,
Marketing and Transactions





Sales





The
primary function of new member enrollment is to grow the Marketplace member base
and generate additional revenue.  We provide standardized marketing
and support materials, advertising, ongoing training, and promotion to assist
our Broker Network in expanding the member base.  Our brokers contact
prospective members to market the benefits of joining the
Marketplace.  In addition, brokers obtain new members by attending
various meetings and networking events in their areas and through the referrals
of existing Marketplace members.  We offer a Member Referral Program
that provides incentive awards and discounted fees to existing members that
refer new qualified members to the Marketplace.





Marketing





Our
marketing strategy is to promote our Membership Trading Community brand and
attract new members to the Marketplace while instructing them how to effectively
use the Marketplace to grow their business.  Our marketing efforts
include a program of support and education for our members and brokers in
addition to continual upgrades and features of our website, www.itex.com.  New
tools for brokers to customize and use in their sales efforts include
pre-designed advertisements, brochures and sales presentations to give ITEX a
consistent look and message.  To promote the Marketplace, we market
products and services of existing members through our website, directories,
newsletters, e-mail, and other means.  In addition, we utilize
national and web-based advertising campaigns.


5




Transactions





Our
brokers focus on maximizing transaction volume and maximizing the ITEX dollar
amount per transaction.  Brokers facilitate transactions between
members by identifying their needs and making them aware of products and
services available in the Marketplace that could fulfill those
needs.  Brokers actively market products and services available to and
from the members they service on our ITEX website and pursue potential member
businesses by introducing them to the Marketplace.





Systems
and Technologies





The
Marketplace is handled by TEAM, our internally developed, proprietary, online
system that is based on Microsoft®
technologies.  We designed TEAM to facilitate the activities of all
parties involved in the Marketplace, from our corporate management and
accounting personnel to brokers and Marketplace members.  The system
extends well beyond record keeping and transaction processing.  The
major features of the system are as follows:





·
            Account
      Information Manager (“AIM”) Online - provides our brokers and corporate
      staff with customer relationship management features including notes,
      transaction histories, calendaring and scheduling capabilities as well as
      Marketplace management features.




·
            Trade
      Flash - an online classified ad section where members can list products
      and services they are offering for ITEX dollars as well as locate products
      and services they are seeking to purchase with ITEX
    dollars.




·
            Member
      Directory - a categorized listing of ITEX members that allows members to
      advertise their business.




·
            Reporting
      – brokers, corporate management and accounting personnel are provided with
      a number of reports allowing for a comprehensive analysis of various
      aspects of the Marketplace.





We take a
number of measures to ensure the security of our hardware and software systems
and member information.  We continue to enhance our systems for data
management and protection, intrusion detection and prevention, our network
architecture, and to expand our disaster recovery processing
capacity.  Our technologies are co-hosted in Washington and Idaho and
we perform full back-ups daily.  We continue to improve the speed and
reliability of our information systems and transaction tools for all of TEAM’s
users by continually updating hardware and enhancing our software with new,
internally developed programs and functionalities.





Industry
Overview





General





Our
industry was developed when various trade exchanges (“Exchanges”) established a
non USD-based index of valuation for credits and debits called “trade
dollars.”  For us, the index of valuation is the ITEX dollar and our
trade exchange is our Marketplace.  There are several hundred single
office Exchanges in the United States and Canada.


6





Competition





We have
two primary competitors: Exchanges and internet distribution
channels.  We believe that we are the Exchange leader in the United
States and Canada based on reported USD revenues, participating member
businesses, the number of payments processed, regions served, and completed
transactions of a single, non-USD currency.  After ITEX, the next
largest Exchange is International Monetary Systems, Ltd.





Internet
distribution channel competitors include eBay, Travelocity, Priceline, and
Overstock.com.  Similar to our Marketplace, these companies provide
distribution channels to move excess or surplus inventory.  The
greater the number of avenues to move excess inventory, the more competitive it
is to attract businesses to trade their inventory in our
Marketplace.  We also compete with these companies through price and
brand name awareness.





We
compete primarily on a service basis, including the number of products and
services available in the Marketplace and the liquidity of ITEX
dollars.  We expect to encounter competition in our efforts to expand
our Marketplace.  In addition to existing Exchanges, new, smaller
competitors can launch new Exchanges at a relatively low cost since
technological and financial barriers to entry are relatively
low.  However, we believe participation from a significant number of
members is necessary to offer a quality Exchange.  We also know there
is a steep learning curve to manage an Exchange as well as a potentially
significant investment in software.  Ultimately, we believe these
elements create a difficult barrier to entry for new competitors and may require
significant ramp-up times to make a competitive Exchange
successful.  Regardless, our competitors could include companies with
longer operating histories, greater market presence and name recognition, larger
customer bases and greater financial, technical and marketing resources than we
have.  Such companies could be strong competitors if they decided to
develop a focused business effort in our industry.





In
general, customer demands for wider availability of products and services,
stronger customer service, better computer servicing technology and the
acceptance of the internet as a medium for communication and business have
resulted in a more competitive industry.  We believe that in order to
capture greater market share, local Exchanges will need to expand into larger
regional or national organizations that possess the ability to offer a wider
selection of products and services, service a more diverse and dispersed member
clientele and have greater access to growth capital and management
expertise.





We
believe we will remain in a good competitive position as long as we continue to
maintain the quality of our services and our relationships with our Broker
Network and our member base.  Our ability to compete successfully will
depend on our ability to continually enhance and improve our existing products
and services, to adapt products and services to the needs of our brokers,
members and potential members, to successfully develop and market new products
and services, and to continually improve our operating
efficiencies.  However, we cannot assure you that we will be able to
compete successfully, that competitors will not develop competing technologies,
products or strategic alliances and affiliations that make our brand, products
and services less marketable or less useful or
desirable.  Furthermore, we may not be able to successfully enhance
our products and services or develop new products or services to meet our
members’ needs.  Increased competition, price or other circumstances,
could result in erosion of our market share and may require price reductions and
increased spending on marketing and product development to remain
competitive.





7




Government
Regulation





Along
with our brokers, we are subject to various federal, state and local laws,
regulations and administrative practices affecting our
businesses.  These include the requirement to obtain business
licenses, withhold taxes, remit matching contributions for our employees’ social
security accounts, and other such legal requirements, regulations and
administrative practices required of businesses in general.  We are a
third party record-keeper under the Tax Equity and Fiscal Responsibility Act
(“TEFRA”) and we are required to account for and report annually to the IRS the
total ITEX dollar sales transactions of each member in our
Marketplace.





It is the
legal responsibility of our brokers to pay and withhold all applicable federal
and state income taxes (including estimated taxes), Social Security, Medicare
and all applicable federal and state self-employment taxes, and in general to
comply with all applicable federal, state, and local laws, statutes, codes,
rules, regulations and standards, including but not limited to the Americans
with Disabilities Act.  Except for our corporate owned offices, our
brokers are independent contractors, and we do not own, control or operate the
businesses comprising our Broker Network.  However, a number of
federal and state laws and regulations are implicated by virtue of our
relationship with our Broker Network.  For example, state regulators
may seek to hold us responsible for unrecognized tax liabilities or the actions
of, or failures to act by, our brokers or their employees.  See Item
1A ─ Risk Factors ─ We may be
held responsible by members, third parties, regulators or courts for the actions
of, or failures to act by, our Brokers or their employees, which exposes us to
possible adverse judgments,  other liabilities and negative
publicity. Furthermore, although we have prohibited the listing of
illegal goods and services in the Marketplace and implemented other protective
measures, we may be unable to prevent our members from selling unlawful or
stolen goods or unlawful services, or selling goods or services in an unlawful
manner.  It is possible that government regulators and law enforcement
officials, could allege that our services aid and abet certain violations of
certain laws.  See Item 1A ─ Risk Factors ─ Use of our services for illegal
purposes could damage our reputation and harm our business.





We store
personal and financial information for members of the Marketplace and in
connection with our subscription-based client service
offerings.  Federal and state law requires us to safeguard our
members’ and clients’ personal and financial information, including credit card
information. See Item 1A ─ Risk Factors ─ Failure to comply with laws and
regulations that protect our members’ personal and financial information could
result in liability and harm our reputation.  In addition,
under federal (Federal Trade Commission Act) and state franchise and business
opportunity laws, franchisees are entitled to certain protections including
mandatory disclosures and the provision that many of the substantive aspects of
the business relationship (i.e., termination, transfer, cancellation, and
non-renewal) will be governed by state law.  An adverse finding in one
or more of these business relationship aspects could govern the enforceability
of our agreements or permit the recovery of damages and penalties which could
have a material adverse effect on our financial condition.





With
respect to our online technologies, there are currently relatively few laws or
regulations directly applicable to access to, or commerce on, the internet other
than those relating to data security.  However, it is possible that a
number of additional laws and regulations may be adopted with respect to the
internet, covering issues such as taxes, user privacy, information security,
pricing and characteristics and quality of products and services.  We
cannot predict the impact, if any, that future internet-related regulation or
regulatory changes might have on our business.


8





Proprietary
Rights





We rely
on a combination of copyright and trademark laws, trade secrets, software
security measures, franchise and license agreements and nondisclosure agreements
to protect our proprietary technology and software products.  We have
registered service marks for the word mark ITEX®, as well
“ITEX” used in connection with our logo design.  We intend to file
additional service mark word and design applications for ITEX.  We
seek to police the use of our marks and to oppose any
infringement.  We have registered the internet domain name “ITEX.com”
and other related domain names.





We cannot
be certain that others will not develop substantially equivalent or superseding
proprietary technology or be certain that equivalent products or services will
not be marketed in competition with our products thereby substantially reducing
the value our proprietary rights.  Furthermore, there can be no
assurance that any confidentiality agreements between us and our employees or
any license agreements with our brokers will provide meaningful protection of
our proprietary information in the event of any unauthorized use or disclosure
of such proprietary information.





Employees





As of
July 31, 2010, we had 35 full-time, contract and temporary employees – 22 in our
corporate headquarters and 11 in our corporate owned offices.  From
time to time, we utilize independent consultants or contractors for technology
support, marketing, sales and support, and accounting or administrative
functions.  Our employees are not represented by any collective
bargaining unit and we have never experienced a work stoppage.  We
believe relations with our employees are good.





ITEM
      1A.
            RISK
      FACTORS





This
Annual Report on Form 10-K contains statements that are forward-looking such as
estimates, projections, statements relating to our business plans, objectives
and expected operating results.  These statements are based on current
expectations and assumptions that are subject to risks and
uncertainties.  All statements that express expectations and
projections with respect to future matters may be affected by changes in our
strategic direction, as well as developments beyond our control.  We
cannot assure you that our expectations will necessarily come to
pass.  Actual results could differ materially because of issues and
uncertainties such as those listed below, in the section entitled “Management’s Discussion and
Analysis of Financial Condition and Results of Operations”, Part II Item7 and
elsewhere in this report.  These factors, among others, may adversely
impact and impair our business and should be considered in evaluating our
financial outlook.





Our
revenue growth and success is tied to the operations of our independent Broker
Network, and as a result the loss of our brokers or the financial performance of
our brokers can negatively impact our business





We
service our member businesses primarily through our independent licensed broker
and franchise network (individually, “broker”,together, the “Broker
Network”) as well as through certain corporate-owned offices, and our financial
success primarily depends on our brokers and the manner in which they operate
and develop their offices.  We depend on the ability of our brokers to
enroll new members, train them in the use of the Marketplace, grow our
transactional volume by facilitating business among members, manage member
relationships, provide members with information about ITEX products and
services, and assure the payment of our  fees.  Brokers are
independently owned and operated and have a contractual relationship with ITEX,
typically for a renewable five-year term.  Our inability to renew a
significant portion of these agreements on terms satisfactory to our broker and
us could have a material adverse effect on our business, financial condition and
results of operations.  Further, our brokers may not be successful in
increasing the level of revenues generated compared to prior years, or even
sustaining their own business activities, which depends on many factors,
including the success of their marketing activities, control of expense levels,
the employment and management of personnel, and being able to secure adequate
financing to operate their businesses.  There can be no assurance that
our brokers will be successful in adding members or increasing the volume of
transactions through the Marketplace, or that if they do not renew their
agreements or terminate operations we will be able to attract new brokers at
rates sufficient to maintain a stable or growing revenue base.  If our
brokers are unsuccessful in generating revenue, enrolling new members to
equalize the attrition of members leaving the Marketplace, or if a significant
number of brokers become financially distressed and terminate operations, our
revenues could be reduced and our business operating results and financial
condition may be materially adversely affected.


9





Future
revenue growth remains uncertain and our operating results and profitability may
decline





Although
we seek to increase revenues through organic growth and the development of new
revenue streams, we cannot assure you that our revenues will continue to
increase in future quarters or future years.  We may be unable to
continue to add revenue through acquisitions, either because of the absence of
acquisition candidates, lack of financing, or unacceptable
terms.  Other than extrapolating from historical data based on the
size of the Marketplace, it is difficult for us to project the level of our
revenues or earnings accurately.  We have approximately 28% recurring
revenues.  We do not have an order backlog, and approximately 64% of
our net revenues each quarter come from transactions during that
quarter.  Our operating results in one or more future quarters may
fall below the expectations of investors.





We cannot
assure you that we can continue to be operated profitably, which depends on many
factors, including the success of our development and expansion efforts, the
control of expense levels and the success of our business
activities.  We invest in marketing, broker and member support,
technology and further development of our operating infrastructure. Some of this
investment may entail long-term commitments. As a result, we may be unable to
adjust our spending rapidly enough to compensate for any unexpected revenue
shortfall, which may harm our profitability.  Growth rates for the
barter industry are difficult to ascertain.  Despite our efforts to
expand our revenues, we may not be successful.  We experience a
certain amount of attrition from members leaving the Marketplace.  If
new member enrollments do not continue or are insufficient to offset attrition,
we will increasingly need to focus on keeping existing members active and
increasing their activity level in order to maintain or grow our
business.  We cannot assure you that this strategy would be successful
to offset declining revenues or profits.





Our
brokers could take actions that could harm our business, our reputation and
adversely affect the ITEX Marketplace





Our
agreements with our brokers require that they understand and comply with all
laws and regulations applicable to their businesses, and operate in compliance
with our Marketplace Rules.  Brokers are independently owned and
operated and are not our employees, partners, or affiliates.  We set
forth operational standards and guidelines; however, we have limited control
over how our broker businesses are run.  Our brokers have individual
business strategies and objectives, and may not operate their offices in a
manner consistent with our philosophy and standards.  We cannot assure
that our brokers will avoid actions that adversely affect the reputation of ITEX
or the Marketplace.  Improper activity stemming from one broker can
generate negative publicity which could adversely affect our entire Broker
Network and the Marketplace.  Our image and reputation and the image
and reputation of other brokers may suffer materially, and system-wide sales
could significantly decline if our brokers do not operate their businesses
according to our standards.  While we ultimately can take action to
terminate brokers and franchisees that do not comply with the standards
contained in our agreements, and even though we may implement compliance and
monitoring functions, we may not be able to identify problems and take action
quickly enough and, as a result, our image and reputation may suffer, causing
our revenues or profitability to decline.  Further, the success and
growth of our Broker Network depends on our maintaining a satisfactory working
relationship with our existing brokers and attracting new brokers to our
network.  Lawsuits and other disputes with our brokers could
discourage our brokers from expanding their business or lead to negative
publicity, which could discourage new brokers from entering our network or
existing brokers from renewing their agreements, and could have a material
adverse effect on our business, financial condition and results of
operations.


10





We
may be held responsible by members, third parties, regulators or courts for the
actions of, or failures to act by, our brokers or their employees, which exposes
us to possible adverse judgments,  other liabilities and negative
publicity





From time
to time we are subject to claims for the conduct of our brokers in situations
where a broker has caused injury to a member as a result of a transaction in the
Marketplace.  Third parties, regulators or courts may seek to hold us
responsible for the actions or failures to act by our brokers or their
employees.  Failure to comply with laws and regulations by our
brokers, or litigation involving potential liability for broker activities could
be costly and time consuming for us, divert management attention, result in
increased costs of doing business, lead to adverse judgments, expose us to
possible fines and negative publicity, or otherwise harm our
business.





Failure
to deal effectively with member disputes could result in costly litigation,
damage our reputation and harm our business





ITEX
faces risks with respect to transactional disputes between members of the
Marketplace.   From time to time we receive complaints from
members who may not have received the goods or services that they had purchased,
concerning the quality of the goods or services, or who believe they have been
defrauded by other members or ITEX brokers. We also receive complaints from
sellers because a buyer has changed his or her mind and decided not to honor the
contract to purchase the item.  While ITEX does, in some cases, as
part of its transaction dispute resolution process reverse transactions, reduce
or eliminate credit lines, suspend accounts, or take other measures with members
who fail to fulfill their payment or delivery obligations to other members, the
determination as to whether a transaction is reversed or how to resolve a
specific dispute is made by ITEX in its sole discretion.  Measures we
may take to resolve transactional disputes or combat risks of fraud have the
potential to damage relations with our members or brokers or decrease
transactional activity in the Marketplace by restricting the activities of
certain members. Furthermore, negative publicity and member sentiment generated
as a result of member complaints or fraudulent or deceptive conduct by members
of our Marketplace could damage our reputation, or reduce our ability to attract
new members or retain our current members.





We
occasionally receive communications from members requesting reimbursement or
threatening or commencing legal action against us if no reimbursement is
made.  In addition, because we service our member businesses through
our Broker Network, we are subject to claims and could potentially be found
liable for the conduct of our brokers in a situation where that broker has
caused injury to a member.  Litigation involving disputes between
members and liability for broker actions could be costly and time consuming for
us, divert management attention, result in increased costs of doing business,
lead to adverse judgments, or otherwise harm our business. In addition, affected
members may complain to regulatory agencies that could take action against us,
including imposing fines or seeking injunctions.


11





Use
of our services for illegal purposes could damage our reputation and harm our
business





Our
members, typically small businesses, actively market products and services
through the  Marketplace and our website.  The law relating
to the liability of providers of online services for the activities of users or
members of their service is often the subject of litigation.  We may
be unable to prevent our members from selling unlawful or stolen goods or
unlawful services, or selling goods or services in an unlawful manner, and we
could be subject to allegations of civil or criminal liability for unlawful
activities carried out by users through our services.  It is possible
that third parties, including government regulators and law enforcement
officials, could allege that our services aid and abet certain violations of
certain laws, for example, laws regarding the sale of counterfeit items, the
fencing of stolen goods, selective distribution channel laws, and the sale of
items outside of the U.S. that are regulated by U.S. export
controls.





Although
we have prohibited the listing of illegal goods and services and implemented
other protective measures, we may be required to spend substantial resources to
take additional protective measures or discontinue certain service offerings,
any of which could harm our business.  Any costs incurred as a result
of potential liability relating to the alleged or actual sale of unlawful goods
or services could harm our business. In addition, negative media publicity
relating to the listing or sale of unlawful goods and stolen goods using our
services could damage our reputation, diminish the value of our brand names, and
make members reluctant to use our services.





ITEX’s
trade dollar currency is also susceptible to potentially illegal or improper
uses.  Recent changes in law have increased the penalties for
intermediaries providing payment services for certain illegal
activities.  Despite measures taken by ITEX as administrator and as a
third-party record-keeper to detect and lessen the risk of this kind of conduct,
illegal activities could still be funded using ITEX dollars. Any resulting
claims or liabilities could harm our business.





Our
business is subject to online security risks, including security breaches and
identity theft





We host
confidential information as part of our client relationship management and
transactional processing platform.  Our security measures may not
detect or prevent security breaches that could harm our
business.  Currently, a significant number of our members authorize us
to bill their credit card accounts directly for fees charged by
us.  We take a number of measures to ensure the security of our
hardware and software systems and member and client
information.  Advances in computer capabilities, new discoveries in
the field of cryptography or other developments may result in the technology
used by us to protect transaction data being breached or
compromised.  Other large Internet companies have been the subject of
sophisticated and highly targeted attacks on portions of their
sites.  In addition, any party who is able to illicitly obtain a
members’ password could access the members’ transaction data.  An
increasing number of websites have reported breaches of their
security.  Any compromise of our security could harm our reputation
and, therefore, our business, and could result in a violation of applicable
privacy and other laws.  In addition, a party that is able to
circumvent our security measures could misappropriate proprietary information,
cause interruption in our operations, damage our computers or those of our
users, or otherwise damage our reputation and business. Under credit card rules
and our contracts with our card processors, if there is a breach of credit card
information that we store, we could be liable to the credit card issuing banks
for their cost of issuing new cards and related expenses.  In
addition, if we fail to follow credit card industry security standards, even if
there is no compromise of customer information, we could incur significant fines
or lose our ability to give customers the option of using credit cards to pay
their fees.  If we were unable to accept credit cards, our business
would be seriously damaged.


12





We
continue to enhance our systems for data management and protection, and
intrusion detection and prevention. However, our servers may be vulnerable to
computer viruses, physical or electronic break-ins, and similar
disruptions.  We may need to expend significant resources to protect
against security breaches or to address problems caused by
breaches.  Security breaches, including any breach by us or by parties
with which we have commercial relationships that result in the unauthorized
release of our members’ personal information, could damage our reputation and
expose us to a risk of loss or litigation and possible liability.  Our
insurance policies carry coverage limits which may not be adequate to reimburse
us for losses caused by security breaches.





Unplanned
system interruptions or system failures could harm our business and
reputation





Any
interruption in the availability of our transactional processing services due to
hardware and operating system failures will reduce our revenues and
profits.  Our revenue depends on members using our processing
services.  Any unscheduled interruption in our services results in an
immediate, and possibly substantial, loss of revenues.  Frequent or
persistent interruptions in our services could cause current or potential
members and our subscription-based clients to believe that our systems are
unreliable, leading them to switch to our competitors or to avoid our websites
or services, and could permanently harm our reputation.  In addition,
we have entered into an agreement with a subscription-based service client that
requires certain minimum performance standards, including standards regarding
the availability and response time of our services.  If we fail to
meet these standards, our customers could terminate their relationships with us
and we could be subject to contractual monetary
penalties.  Furthermore, any system failures could result in damage to
our members’, clients’ or brokers’ businesses. These persons could seek
compensation from us for their losses. Even if unsuccessful, this type of claim
likely would be time-consuming and costly for us to address.





Although
our systems have been designed around industry-standard architectures to reduce
downtime in the event of outages or catastrophic occurrences, they remain
vulnerable to damage or interruption from earthquakes, floods, fires, power
loss, telecommunication failures, terrorist attacks, computer viruses, computer
denial-of-service attacks, and similar events or disruptions.  Some of
our systems are not fully redundant, and our disaster recovery planning may not
be sufficient for all eventualities. Our systems are also subject to break-ins,
sabotage, and intentional acts of vandalism.  Despite any precautions
we may take, the occurrence of a natural disaster, a decision by any of our
third-party hosting providers to close a facility we use without adequate notice
for financial or other reasons, or other unanticipated problems at our hosting
facilities could cause system interruptions, delays, and loss of critical data,
and result in lengthy interruptions in our services.  Our business
interruption insurance may not be sufficient to compensate us for losses that
may result from interruptions in our service as a result of system
failures.





Failure
to comply with laws and regulations that protect our members’ personal and
financial information could result in liability and harm our
reputation





We store
personal and financial information for members of the ITEX Marketplace and in
connection with our subscription-based client service
offerings.  Privacy concerns relating to the disclosure and
safeguarding of personal and financial information have drawn increased
attention from federal and state governments.  Federal and state law
requires us to safeguard our members’ and clients’ financial information,
including credit card information.  Although we have established
security procedures to protect against identity theft and the theft of this
personal and financial information, breaches of our privacy may occur. To the
extent the measures we have implemented are breached or if there is an
inappropriate disclosure of confidential or personal information or data, we may
become subject to litigation or administrative sanctions, which could result in
significant fines, penalties or damages and harm to our brand and
reputation.  Even if we were not held liable, a security breach or
inappropriate disclosure of confidential or personal information or data could
harm our reputation.  In addition, we may be required to invest
additional resources to protect us against damages caused by these actual or
perceived disruptions or security breaches in the future.  Changes in
these federal and state regulatory requirements could result in more stringent
requirements and could result in a need to change our business
practices.  Establishing systems and processes to achieve compliance
with these new requirements may increase our costs and could have a material
adverse effect on our business, financial condition and results of
operations.


13





We
have claims and lawsuits against us that may result in adverse
outcomes





From time to time we are subject to a
variety of claims and lawsuits.Adverse outcomes in one or more of
these claims may result in significant monetary damages that could adversely
affect our ability to conduct our business.Although management currently believes
resolving all of these matters, individually or in the aggregate, will not have
a material adverse impact on our financial statements, the litigation and other
claims are subject to inherent uncertainties and management’s view of these
matters may change in the future.A material adverse impact on our
financial statements also could occur for the period in which the effect of an
unfavorable final outcome becomes probable and reasonably
estimable.





If
we lose the services of our chief executive officer, our business could
suffer





Our
performance depends substantially on the continued services of our Chief
Executive Officer, Steven White.  Mr. White also currently fills the
executive positions of Interim Chief Financial Officer and Chief Accounting
Officer.  Our board places heavy reliance on Mr. White’s experience
and management skills.  We have not entered into a formal employment
agreement with Mr. White, other than an agreement to receive a payment in
connection with a “change of control,” as defined in the
agreement.    We do not carry key man life insurance to
insure the business in the event of Mr. White’s death.  If we were to
lose the services of Mr. White, we could face substantial difficulty in hiring a
qualified successor or successors, and could experience a loss in performance
while any successor obtains the necessary training and experience.  In
addition, in connection with a management transition we may need to attract,
train, retain and motivate additional financial, technical, managerial,
marketing or support personnel.  We face the risk that if we are
unable to attract and integrate new personnel, or retain and motivate existing
personnel, our business, financial condition and results of operations will be
adversely affected.





Alliances,
mergers and acquisitions could result in operating difficulties, dilution and
other harmful consequences





We have
acquired four businesses since 2005.  We expect to continue to
evaluate and consider other potential strategic transactions, including business
combinations, acquisitions and dispositions of businesses, technologies,
services, products and other assets and strategic investments.  At any
given time we may be engaged in discussions or negotiations with respect to one
or more of these types of transactions.  Any of these transactions
could be material to our financial condition and results of
operations.  The process of integrating an acquired company, business
or technology may create unforeseen operating difficulties and expenditures and
is risky.  The areas where we may face difficulties
include:




•
            Diversion
      of management time, as well as a shift of focus from operating the
      businesses to challenges related to integration and
      administration;




•
            Challenges
      associated with integrating employees from the acquired company into the
      acquiring organization.  These may include declining employee
      morale and retention issues resulting from changes in, or acceleration of,
      compensation, or changes in management, reporting relationships, future
      prospects, or the direction of the
business;




14


•
            The
      need to integrate each company’s accounting, management, information,
      human resource and other administrative systems to permit effective
      management, and the lack of control if such integration is delayed or not
      implemented;




•
            The
      need to implement controls, procedures and policies appropriate for a
      public company at companies that prior to acquisition had lacked such
      controls, procedures and policies;




•
            The
      need to transition operations, members, and customers onto our existing
      platforms; and




•
            Liability
      for activities of the acquired company before the acquisition, including
      violations of laws, rules and regulations, commercial disputes, tax
      liabilities and other known and unknown
  liabilities.




The
expected benefit of any of these strategic relationships may not materialize and
the cost of these efforts may negatively impact our financial
results.  Future alliances, mergers or acquisitions or dispositions
could result in potentially dilutive issuances of our equity securities, the
expenditure of our cash or the incurrence of debt, contingent liabilities or
amortization expenses, or write-offs of goodwill, any of which could adversely
affect our results of operations and dilute the economic and voting rights of
our stockholders.  Future acquisitions may require us to obtain
additional equity or debt financing, which may not be available on favorable
terms or at all.





We
may need additional financing; current funds may be insufficient to finance our
plans for growth or our operations





Although
we believe that our financial condition is stable and that our cash balances and
operating cash flows provide adequate resources to fund our ongoing operating
requirements, we have limited funds and may have contractual obligations in the
future.  Our existing working capital may not be sufficient to allow
us to execute our business plan as fast as we would like or may not be
sufficient to take full advantage of all available strategic
opportunities.  We believe our current core operations reflect a
scalable business strategy, which will allow our business model to be executed
with limited outside financing.  However, we also may expand our
operations, enter into a strategic transaction, or acquire competitors or other
business to business enterprises.  We have a line of credit with our
primary banking institution, which will provide additional reserve capacity for
general corporate and working capital purposes, and if necessary, enable us to
make certain expenditures related to the growth and expansion of our business
model.  However, if adequate capital were not available or were not
available on acceptable terms at a time when we needed it, our ability to
execute our business plans, develop or enhance our services, make acquisitions
or respond to competitive pressures would be significantly
impaired.  Further, we cannot assure you that we will be able to
implement various financing alternatives or otherwise obtain required working
capital if needed or desired.





We
are dependent on the value of foreign currency.





We
transact business in Canadian dollars as well as U.S.
dollars.  Revenues denominated in Canadian dollars comprised 7.0% and
6.6% in the years ended July 31, 2010 and 2009, respectively.  While
foreign currency exchange fluctuations are not believed to materially adversely
affect our operations at this time, changes in the relation of the Canadian
dollar to the U.S. dollar could continue to affect our revenues, cost of sales,
operating margins and result in exchange losses.


15


If
we fail to maintain an effective system of internal controls, we may not be able
to detect fraud or report our financial results accurately, which could result
in a loss of investor confidence in our financial reports and have an adverse
effect on our stock price





Effective
internal controls are necessary for us to provide reliable financial reports and
to detect and prevent fraud.  We periodically assess our system of
internal controls to review their effectiveness and identify potential areas of
improvement.  These assessments may conclude that enhancements,
modifications or changes to our system of internal controls are
necessary.  For example, in the third quarter of fiscal 2010, an ITEX
broker sold a large number of computers which he was unable to fulfill,
resulting in a number of transaction reversals.  We determined that we
did not have an adequate process level control in place to prevent the recording
of serial orders that in the aggregate are large or unusual and which may not be
fulfilled.  Performing assessments of internal controls, implementing
necessary changes, and maintaining an effective internal controls process is
expensive and requires considerable management attention.  Internal
control systems are designed in part upon assumptions about the likelihood of
future events, and all such systems, however well designed and operated, can
provide only reasonable, and not absolute, assurance that the objectives of the
system are met.  We face the risk that the design of our controls and
procedures may prove to be inadequate or that our controls and procedures may be
circumvented, thereby causing delays in detection of errors or inaccuracies in
data and information.  It is possible that any lapses in the effective
operations of controls and procedures could materially affect earnings, that we
could suffer losses, that we could be subject to costly litigation, that
investors could lose confidence in our reported financial information and our
reputation, and that our operating results could be harmed, which could have a
negative effect on the trading price of our common stock.





Pursuant
to Section 404 of the Sarbanes-Oxley Act of 2002, we must certify the
effectiveness of our internal controls over financial reporting
annually.  If we are unable to assert that our internal control over
financial reporting is effective for a particular year (or if our auditors are
unable to attest that we have maintained, in all material respects, effective
internal controls), we could lose investor confidence in the accuracy and
completeness of our financial reports.  That could adversely affect
our competitive position in our business, and the market price for our common
stock.




ITEM
      1B.
            UNRESOLVED
      STAFF COMMENTS





None





ITEM
      2.
            PROPERTIES





Our
corporate and administrative headquarters offices are located in Bellevue,
Washington.  We lease properties in the following locations that are
utilized by our sales and marketing, and general and administrative
personnel:


16




Area leased
                  
                  
                  MonthlyLocation
                  
                  (sq.feet)
                  
                  
                  rent
                  
                  LeaseexpirationBellevue,
      Washington
                  
                  
                  7,035
                  
                  
                  $
                  12,898
                  
                  April
      30, 2015Solon,
      Ohio (1)
                  
                  
                  1,250
                  
                  
                  
                  1,403
                  
                  May
      31, 2011Oakbrook
      Terrace, Illinois (1)(2)
                  
                  
                  5,086
                  
                  
                  
                  9,324
                  
                  October
      31, 2011




(1)
            This facility is utilized foracorporate ownedoffice.





(2)
            We entered into this lease as
      part of the acquisition of Intagio media assets (refer to “Overview”
      included in“Management’s
      Discussion and Analysis of Financial Condition and Results of Operations”,
      Part II Item 7.)





We
believe that our current facilities are adequate and suitable for their current
use, and that all of the leased space and all property maintained within are
adequately insured.  For additional information regarding our
obligations under leases, refer toNote
8 ― “Commitments” included in the “Notes to
Consolidated Financial Statements”, Item 8 – Financial
Statements.




ITEM
      3.
            LEGAL
      PROCEEDINGS





For
information regarding legal proceedings, refer toNote10―“Legal
Proceedings”included inthe“Notes toConsolidatedFinancial
Statements”,Item8 – Financial
Statements.





PART
II





ITEM
      5.
            MARKET
      FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
      EQUITY SECURITIES.





Market
Information





Our common stock trades on the OTC
Bulletin Board under the symbol “ITEX.OB” The range of high and low bid prices
for our common stock for each quarter during the two most recent years is as
follows:





Fiscal Year Ended July 31,
                  
                  2010
                  
                  
                  2009High
                  
                  
                  Low
                  
                  
                  High
                  
                  
                  LowFirst
      Quarter
                  
                  $
                  3.75
                  
                  
                  $
                  1.25
                  
                  
                  $
                  4.25
                  
                  
                  $
                  1.75Second
      Quarter
                  
                  $
                  4.15
                  
                  
                  $
                  2.25
                  
                  
                  $
                  2.75
                  
                  
                  $
                  1.10Third
      Quarter
                  
                  $
                  4.55
                  
                  
                  $
                  1.90
                  
                  
                  $
                  3.00
                  
                  
                  $
                  1.10Fourth
      Quarter
                  
                  $
                  4.75
                  
                  
                  $
                  3.67
                  
                  
                  $
                  3.50
                  
                  
                  $
                  1.25





This
table reflects the range of high and low bid prices for our common stock during
the indicated periods, as published by the OTC Bulletin Board.  The
quotations merely reflect the prices at which transactions were proposed and do
not necessarily represent actual transactions.  Prices do not include
retail markup, markdown or commissions.


17





There
were 619 holders of record of our common stock as of July 31,
2010.  Most shares of our common stock are held by brokers and other
institutions on behalf of shareholders.





During
the fourth quarter, the board declared and paid the Company’s first cash
dividend in the amount of 2.5 cents per share.  In subsequent
quarters, the Company intends to pay dividends of 2.5 cents per share, or 10
cents per share annually.





Purchases
of Equity Securities by the Issuer and Affiliated Purchasers





The
following table provides information about our purchases or any affiliated
purchaser during the three-months ended July 31, 2010 of equity securities that
are registered by us pursuant to Section 12 of the Exchange Act.





(a)
                  
                  
                  (b)
                  
                  
                  (c)
                  
                  
                  (d)Period
                  
                  Total Number of
                    Shares Purchased
                  
                  
                  Average Price Paid
                    per Share
                  
                  
                  Total Number of Shares
                    Purchased as Part of
                    Publicly Announced Plans
                    or Programs
                  
                  
                  Maximum Number (or
                    Approximate Dollar
                    Value) of Shares that
                    May Yet Be Purchased
                    Under the Plans or
                    Programs(2)5/01/10
      - 5/31/10
                  
                  
                  276
                  
                  
                  $
                  7.50
                  (1)
                  
                  
                  -
                  
                  
                  
                  -6/01/10
      – 6/30/10
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -7/01/10
      - 7/31/10
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  $
                  1,981,000





(1)
            Represents
      fractional shares purchased in connection with the 1-for-5 reverse stock
      split completed on May 3, 2010.





(2)
            Amounts
      shown in this column reflect amounts remaining under the $2.0 million
      stock repurchase program, authorized by the Board of Directors and
      announced on March 9, 2010.  The program authorizes the
      repurchase of shares in open market purchases or privately negotiated
      transactions, has no expiration date and may be modified or discontinued
      by the Board of Directors at any
time.





ITEM
      7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS





The
following discussion is provided as a supplement to the accompanying
consolidated financial statements and notes (refer to Item 8 – Financial
Statements) and is intended to help provide information we believe is
relevant to an assessment and understanding of our results of operations and
financial condition.  In addition to our consolidated financial
statements and notes, it should be read in conjunction the section
entitled “Risk
Factors” (refer to Part I Item 1A) and the cautionary statement regarding
forward-looking information on page 1.


18




OVERVIEW





ITEX, The
Membership Trading CommunitySM, is a
leading exchange for cashless business transactions across North America (the
“Marketplace”).  We service our member businesses through our
independent licensed brokers and franchise network (individually, “broker” and
together, the “Broker Network”) in the United States and Canada.  Our
business services and payment systems enable approximately 24 thousand member
businesses (our “members”) to trade goods and services without exchanging
cash.  These products and services are instead exchanged for ITEX
dollars which can only be redeemed in the Marketplace (“ITEX
dollars”).  We administer the Marketplace and act as a third-party
record-keeper for our members’ transactions.  We generate revenue by
charging members percentage-based transaction fees, association fees, and other
fees assessed in United States dollars and Canadian dollars where applicable
(collectively and as reported on our financial statements, “USD” or
“Cash”).





For each
calendar year, we divide our operations into 13 four-week billing and commission
cycles always ending on a Thursday (“operating cycle”).  For financial
statement purposes, our fiscal year is from August 1 to July 31 (“year”, “2010”
for August 1, 2009 to July 31, 2010, “2009” for August 1, 2008 to July 31,
2009).  Our fourth quarter is the three-month period from May 1, 2010
to July 31, 2010 (“fourth quarter”).  We report our results as of the
last day of each calendar month (“accounting cycle”). The timing of billing and
collection activities after the end of the billing cycle does not correspond
with the end of the accounting period, therefore this timing difference results
in the fluctuations of the balances of cash, accounts receivable, commissions
payable and accrued commissions on the consolidated balance sheet and
consolidated statement of cash flows.





Each
operating cycle we generally charge our members association fees of $20 USD
($260 USD annually) and $10 ITEX dollars ($130 ITEX dollars
annually).  We also charge transaction fees in USD from both the buyer
and seller computed as a percentage of the ITEX dollar value of the
transaction.





The
following summarizes our operational and financial highlights for the year and
our outlook (in thousands except per share data):





·
            Comparative
      Results.  For the year ended July 31, 2010, as compared
      to the year ended July 31, 2009, our revenue increased by $423, or 3%,
      from $16,502 to $16,925 and our income from operations increased by $647,
      or 63%, from $1,027 to $1,674.





·
            Revenue
      Sources.  Our increase in revenues for the year ended
      July 31, 2010 was attributable to our relatively new media and web
      services revenue streams.  In August 2008, we acquired certain
      assets of a media services company, and launched ITEX Media
      Services.  In 2009, we began offering subscription-based rights
      to our proprietary online broker and client relationship management
      platform.  Under two web services agreements, ITEX hosts the web
      interface, client relationship management platform and is responsible for
      all transactional processing.  Revenues from media and web
      services represented 5% and 1% of our total revenues for the years ended
      2010 and 2009, respectively.





Revenue
from our core business was down less than 2% for the year ended July 31,
2010  when compared to the corresponding 2009 period.  Our
primary customers are small businesses with less than ten
employees.  We believe this segment of the business community is more
vulnerable than larger companies in a difficult economic environment, with
strained or insufficient cash flow being a major impediment to
growth.  As the economy gains momentum we may see our member
businesses improve, however we cannot predict increases in our Marketplace
transaction volume.


19





·
              Corporate-owned
      Offices.  The ITEX system is currently approximately 96%
      broker managed and 4% corporate operated.  As a general
      operating philosophy, we depend on the ability of our brokers to enroll
      new members, train them in the use of the Marketplace, grow our
      transactional volume by facilitating business among members, manage member
      relationships, provide members with information about ITEX products and
      services, and assure the payment of our dues and fees.  Our
      broker model requires less capital investment and lower operating expenses
      than if we operated all of the offices in our network
      directly.  From time to time, we complement our Broker Network
      with a few corporate-owned locations, acquired either as a result of
      business acquisitions or as a result of ensuring the orderly transition of
      broker locations.  Part of our strategy when we acquire exchange
      members, is to incubate the asset with corporate staff, flush out
      non-performing members, synchronize fee plans, and then distribute members
      to existing franchisees or spin off members to new
      franchises.  The result is a wider member base, managed by new
      franchisees, and a member list asset that continues to be owned by
      ITEX.





During
the year ended July 31, 2010, we reflected a gain of $99 due to the sale of a
San Francisco corporate-owned office, absorbed a loss of $3 from the disposition
of fixed assets and a loss of $255 from a default on a note receivable by a
broker acquired as a result of a previous office sale.  In January
2010, we exercised our step-in rights and are currently managing this location
as a corporate-owned office.  We expect to sell the management rights
to this office within the next year, which will generate a gain to be reflected
in a subsequent reporting period.




·
            Revenue
      Growth.  Although we seek to increase revenues through
      organic growth and the development of new revenue sources, the primary
      driver of revenue growth in recent years has been through our business
      acquisitions.  However, acquisitions are intermittent and cannot
      be relied upon as a future source of revenue growth, either because of the
      absence of acquisition candidates, lack of financing, or unacceptable
      terms.  We have approximately 28% recurring revenues from
      association fees.  Approximately two-thirds of our net revenues
      each quarter come from transactions during that quarter.  At a
      minimum, the expansion of our membership base will increase our recurring
      revenues. We continue to seek to increase our revenue
  by:




·
            enhancing
      our internet applications and web
services;


·
            marketing
      the benefits of participation in the
  Marketplace;


·
            minimizing
      the barriers to join the Marketplace;
and


·
            adding
      new brokers.





We
believe one barrier to joining the ITEX Marketplace has been the assessment by
brokers of an initial enrollment fee to prospective members.  To
minimize this barrier, ITEX began phasing in free online enrollment
registrations in 2007.  Over time, the free registration of new
members has become more generally accepted by the Broker Network, although not
all enrollment fees have been eliminated.





In fiscal
2010, our national advertising campaign emphasized the benefits of participation
in the ITEX Marketplace.  We were able to utilize advertising credits
obtained in a business acquisition in August 2008 for the ad
placements.  We anticipate continuing our advertising efforts
throughout 2011.





Adding
new brokers is an important component of our overall growth plans, and we are
increasing our franchise recruiting efforts.  One recruitment program
which has achieved some success is our Broker Mentor program, in which existing
brokers recruit prospective brokers and provide ongoing training to the
prospective broker until certain performance thresholds are met.  Upon
meeting the performance thresholds, the prospective broker is offered a
franchise for a reduced fee of $5 from our standard franchise fee of
$20.  The mentoring broker receives a 5% commission override on the
cash collected per cycle by the new broker.  We added four new brokers
in 2010 as a result of this initiative.


20





We
continually enhance our internet applications and web services to make our
online services more user friendly for prospects, members, and brokers,
and  to create confidence in the Marketplace.  We are in the
process of upgrading our payment processing and team software with .NET
technologies, scheduled for completion late next year.  We reworked
and launched our new user interface for www.itex.com in June
2010, with more tools and better search functionality for our members and
brokers.  In addition, we have expanded our production and co-location
facilities.  We seek to support our Broker Network in various ways to
add to their productivity and efficiency, including encouraging the use of
current technology products and services.  In a recent initiative, we
provided new desktop computers, software and monitors to brokers who meet
established eligibility requirements, as well as to our corporate offices,
replacing models that were several years old.  Our company PC
infrastructure was standardized on DellTM products and MicrosoftTM software in
late 2004.  We purchased approximately 158 computer systems,
standardized on Dell desktops and notebooks, with software that included
Microsoft Windows 7 and Office 2010.  We expensed $129 during the
fiscal year 2010 for these computer equipment and software
upgrades.





·
            Geographical
      expansion.We have acquired four businesses since
      2005.  The acquisitions have contributed to our member counts
      and revenue and allowed us to expand the breadth of our network by opening
      offices in several geographic areas in which the ITEX presence was
      previously weak or nonexistent. In addition we removed competitors from
      our industry, strengthening our brand.   Part of our
      strategy when we acquire exchange members is to distribute members to
      existing franchisees or spin off to new franchises. The result is a wider
      member base, managed by new franchisees. We continue to evaluate and
      consider other potential strategic transactions, if and when such
      opportunities arise.





·
            Financial
      Position.  Our financial condition and balance sheet
      remained strong at July  31, 2010, with cash and cash
      equivalents of $5,169 compared to $2,557 at the same period in
      2009.  We paid off our business acquisition debt during 2009,
      and eliminated the associated interest expense.  Our net cash
      flows provided by operating activities were $2,536 for the year ended July
      31, 2010, compared to $2,875 for the corresponding period the previous
      year.  The decrease is primarily due to the receipt of $350 in
      2009 for a five-year web services license. We intend to continue to
      strengthen our business model, which has the ability to generate
      consistent, strong cash flows with low capital expenditure
      requirements.  We seek to maintain an ample liquidity cushion,
      while returning cash to our shareholders.  On May 11, 2010, the
      board declared ITEX’s first ever cash dividend in the amount of 2.5 cents
      per share, which was paid on June 30, 2010.    We
      expect cash will be sufficient for comparable dividends to be paid on a
      quarterly basis, an expenditure of about $90 per quarter. We also
      initiated a $2,000 stock repurchase plan during the
  year.


21





RESULTS
OF OPERATIONS (in thousands except per share amounts unless otherwise
indicated)




Condensed
Results





Year
      Ended July 31,2010
                    
                    
                    2009Revenue
                    
                    $
                    16,925
                    
                    
                    $
                    16,502Cost
      of marketplace revenue
                    
                    $
                    10,777
                    
                    
                    $
                    10,481Operating
      expenses
                    
                    
                    4,474
                    
                    
                    
                    4,994Income
      from operations
                    
                    
                    1,674
                    
                    
                    
                    1,027Other
      income
                    
                    
                    (117
                    )
                    
                    
                    1Income
      before income taxes
                    
                    
                    1,557
                    
                    
                    
                    1,028Income
      tax expense (benefit)
                    
                    
                    611
                    
                    
                    
                    421Net
      income
                    
                    $
                    946
                    
                    
                    $
                    607Net
      income per common share:Basic
                    
                    $
                    0.26
                    
                    
                    $
                    0.17Diluted
                    
                    $
                    0.26
                    
                    
                    $
                    0.17Average
      common and equivalent share:Basic
                    
                    
                    3,572
                    
                    
                    
                    3,564Diluted
                    
                    
                    3,577
                    
                    
                    
                    3,565





Year ended July
31, 2010 and 2009.  Marketplace and other revenue for the year
ended July 31, 2010, increased $423 or 3% to $16,925 from $16,502 during the
prior year.  We attribute this increase primarily to a $661 increase
in our Other revenue. During 2010 we reflected a full year of revenue from web
services compared to just two quarters of web services revenue in
2009.  In addition, we increased the level of services provided under
one of our web services agreements which resulted in increased
revenue.





Association
revenue increased $116 or 3% to $4,741 from $4,625. The association revenue
increase was due to more members in the ITEX Marketplace. Transaction revenue
decreased $221 or 2% to $10,873 from $11,094. The transaction revenue decrease
was due to lower transaction volume in the Marketplace in 2010 when compared to
2009.





Income
before income taxes for the year ended July 31, 2010 was $1,557, an increase of
$529 or 51% from income before income taxes in 2009 of $1,028.  We
attribute this increase primarily to the $423 increase in revenues, which after
cost of marketplace revenue expenses resulted in a $127 increase in income
before taxes.  In addition, there was a $357 decrease in SG&A
expenses in 2010 and a decrease in depreciation and amortization expense of
$118.





Earnings
per share increased by $0.09 to $0.26 per share for the year ended July 31,
2010, from $0.17 per share for the year ended July 31, 2009.





Web
Services





We
expanded our investment in information technology personnel and network
infrastructure in support of our new subscription-based service
offerings.  In February 2009, we began offering third-party
subscription rights to our proprietary online broker and client relationship
management platform to companies whose business model will be enhanced by using
a digital currency.   Our fees include a one-time subscription
fee in addition to a percentage of the gross merchandise value (GMV) of
transactional activity hosted by the platform. As of July 31, 2010 we have a
total of $264 of deferred revenue derived from web services reflected on our
balance sheet, of which $77 is included in current liabilities – deferred
revenue and $187 is included in other long-term liabilities.


22




Selected
Quarterly Financial Results





Year ended July 31, 2010
                      
                      First
                        Quarter
                      
                      
                      Second
                        Quarter
                      
                      
                      Third
                        Quarter
                      
                      
                      Fourth
                        Quarter
                      
                      
                      TotalRevenue
                      
                      $
                      3,924
                      
                      
                      $
                      4,537
                      
                      
                      $
                      4,158
                      
                      
                      $
                      4,306
                      
                      
                      $
                      16,925Income
      from operations
                      
                      $
                      340
                      
                      
                      $
                      526
                      
                      
                      $
                      421
                      
                      
                      $
                      387
                      
                      
                      $
                      1,674Net
      cash flows from operating activities
                      
                      $
                      433
                      
                      
                      $
                      462
                      
                      
                      $
                      548
                      
                      
                      $
                      1,093
                      
                      
                      $
                      2,536Total
      stockholders' equity
                      
                      $
                      14,271
                      
                      
                      $
                      14,460
                      
                      
                      $
                      14,722
                      
                      
                      $
                      14,869
                      
                      
                      $
                      14,869





Year ended July 31, 2009
                      
                      First
                        Quarter
                      
                      
                      Second
                        Quarter
                      
                      
                      Third
                        Quarter
                      
                      
                      Fourth
                        Quarter
                      
                      
                      TotalRevenue
                      
                      $
                      3,899
                      
                      
                      $
                      4,365
                      
                      
                      $
                      3,981
                      
                      
                      $
                      4,257
                      
                      
                      $
                      16,502Income
      from operations
                      
                      $
                      22
                      
                      
                      $
                      235
                      
                      
                      $
                      344
                      
                      
                      $
                      426
                      
                      
                      $
                      1,027Net
      cash flows from operating activities
                      
                      $
                      706
                      
                      
                      $
                      481
                      
                      
                      $
                      348
                      
                      
                      $
                      1,340
                      
                      
                      $
                      2,875Total
      stockholders' equity
                      
                      $
                      13,381
                      
                      
                      $
                      13,538
                      
                      
                      $
                      13,756
                      
                      
                      $
                      13,981
                      
                      
                      $
                      13,981




23




Revenue,
Costs and Expenses





The
following table summarizes our selected consolidated financial information for
the years ended July 31, 2010 and 2009, with amounts expressed as a percentage
of total revenues:





Years Ended July 31,2010
                      
                      
                      2009Amount
                      
                      
                      Percent of
                        Revenue
                      
                      
                      Amount
                      
                      
                      Percent of
                        RevenueRevenue:Marketplace
      revenue and other revenue
                      
                      $
                      16,925
                      
                      
                      
                      100
                      %
                      
                      $
                      16,502
                      
                      
                      
                      100
                      %Costs
      and expenses:Cost
      of Marketplace revenue
                      
                      
                      10,777
                      
                      
                      
                      64
                      %
                      
                      
                      10,481
                      
                      
                      
                      64
                      %Salaries,
      wages and employee benefits
                      
                      
                      1,850
                      
                      
                      
                      11
                      %
                      
                      
                      1,895
                      
                      
                      
                      11
                      %Selling,
      general and administrative
                      
                      
                      1,980
                      
                      
                      
                      12
                      %
                      
                      
                      2,337
                      
                      
                      
                      14
                      %Depreciation
      and amortization
                      
                      
                      644
                      
                      
                      
                      4
                      %
                      
                      
                      762
                      
                      
                      
                      5
                      %15,251
                      
                      
                      
                      91
                      %
                      
                      
                      15,475
                      
                      
                      
                      94
                      %Income
      from operations
                      
                      
                      1,674
                      
                      
                      
                      10
                      %
                      
                      
                      1,027
                      
                      
                      
                      6
                      %Other
      income, net
                      
                      
                      (117
                      )
                      
                      
                      -1
                      %
                      
                      
                      1
                      
                      
                      
                      0
                      %Income
      before income taxes
                      
                      
                      1,557
                      
                      
                      
                      9
                      %
                      
                      
                      1,028
                      
                      
                      
                      6
                      %Income
      tax expense (benefit)
                      
                      
                      611
                      
                      
                      
                      4
                      %
                      
                      
                      421
                      
                      
                      
                      3
                      %Net
      income
                      
                      $
                      946
                      
                      
                      
                      5
                      %
                      
                      $
                      607
                      
                      
                      
                      3
                      %




Revenue




Revenue
consists of Marketplace transaction fees, association fees and other revenue net
of revenue adjustments for both broker offices and corporate-owned
offices.  Revenue also includes ITEX dollar revenue.  The
following are the components of revenue that are included in the consolidated
statements of income:





Year Ended July 31,2010
                                
                                
                                Percent
                                  change
                                  from2009
                                
                                
                                2009Broker offices:Association
      fees
                                
                                $
                                4,485
                                
                                
                                
                                4
                                %
                                
                                $
                                4,300Transaction
      fees
                                
                                
                                10,278
                                
                                
                                
                                0
                                %
                                
                                
                                10,269Other
      revenue
                                
                                
                                1,149
                                
                                
                                
                                135
                                %
                                
                                
                                488Corporate owned offices:Association
      fees
                                
                                
                                256
                                
                                
                                
                                -21
                                %
                                
                                
                                325Transaction
      fees
                                
                                
                                595
                                
                                
                                
                                -28
                                %
                                
                                
                                825Other
      revenue
                                
                                
                                23
                                
                                
                                
                                -26
                                %
                                
                                
                                31Revenue
                                
                                $
                                16,786
                                
                                
                                
                                3
                                %
                                
                                $
                                16,238ITEX
      dollar revenue
                                
                                $
                                139
                                
                                
                                
                                -47
                                %
                                
                                $
                                264Total
      revenue
                                
                                $
                                16,925
                                
                                
                                
                                3
                                %
                                
                                $
                                16,502


24





Year ended July
31, 2010 and 2009.  Revenue increased by $423 or 3% for the
year ended July 31, 2010 compared to 2009.  We attribute this increase
primarily to a $653 net increase in our 2010 other revenue which is primarily
composed of web services revenue. In addition, broker office association fees
increased 4% to $4,485, from $4,300, as a result of more members in the
Marketplace. Transaction fees from broker offices were relatively similar for
the comparable periods. Corporate-owned offices association fee and transaction
fee revenue decreased as one of the corporate owned offices was sold in October
2009.





The
increase in other revenue is primarily related to continued progress in our web
services revenue initiatives which began on February 12, 2009, when we granted a
media services company a limited, non-exclusive right to use ITEX’s proprietary
online broker and client relationship management platform, including billing
functionality, data analysis and other offerings, as well as ITEX’s related
hosting services. This was followed by a second subscription-based agreement in
May 2009.  Our fees include a one-time subscription fee in addition to
support services provided and a percentage of the gross merchandise value (GMV)
of transactional activity hosted by the platform. The revenue generated from
platform subscription, support and consulting fees resulting from these
arrangements amounted to $715 and $112 for the years ended July 31, 2010 and
2009, respectively.





ITEX
Dollar Revenue





As
described in notes to our consolidated financial statements, we receive ITEX
dollars from members’ transaction and association fees, and, to a lesser extent,
from other member fees.  ITEX dollars earned from members are later
used by us as a method of payment in revenue sharing and incentive arrangements
with our Broker Network, including co-op advertising, as well as for certain
general corporate expenses. ITEX dollars are only usable in our
Marketplace.





We take
extensive measures to maintain the integrity of our role in the Marketplace
economy, and to protect against the misuse or misappropriation of ITEX
dollars.  For example:




·
            All
      ITEX dollar purchases for corporate purposes are approved by senior
      management.




·
            We
      do not sell or purchase ITEX dollars for
USD.





We spend
ITEX dollars in the Marketplace for our corporate needs. As discussed in Note 1
to our consolidated financial statements, we record ITEX dollar revenue in the
amounts equal to expenses we incurred and paid for in ITEX dollars, resulting in
a net effect of $0 on the operating and net income line. We recorded $139 and
$264 as ITEX dollar revenue for the years ended July 31, 2010 and 2009,
respectively.





The
corresponding ITEX dollar expenses in the year ending July 31, 2010 were for
printing, outside services and miscellaneous expenses.  We will
continue to utilize ITEX dollars for our corporate purposes in future
periods.




Cost
of Marketplace revenue




Cost of
Marketplace revenue consists of commissions paid to brokers, salaries and
employee benefits of our corporate owned offices, payment of processing fees and
other expenses directly correlated to Marketplace revenue.  The
following are the main components of cost of Marketplace revenue that are
included in the consolidated statements of income:


25





Year Ended July 31,2010
                                  
                                  
                                  Percent
                                    change
                                    from2009
                                  
                                  
                                  2009Association
      fee commissions
                                  
                                  $
                                  1,672
                                  
                                  
                                  
                                  5
                                  %
                                  
                                  $
                                  1,599Transaction
      fee commissions
                                  
                                  
                                  7,705
                                  
                                  
                                  
                                  0
                                  %
                                  
                                  
                                  7,736Corporate
      owned office salaries, wages, employee benefits, and independent
      contractor expenses
                                  
                                  
                                  835
                                  
                                  
                                  
                                  2
                                  %
                                  
                                  
                                  820Other
      Marketplace expenses
                                  
                                  
                                  459
                                  
                                  
                                  
                                  57
                                  %
                                  
                                  
                                  292Media
      costs - Ad Credits
                                  
                                  
                                  106
                                  
                                  
                                  
                                  212
                                  %
                                  
                                  
                                  34$
                                  10,777
                                  
                                  
                                  
                                  3
                                  %
                                  
                                  $
                                  10,481Costs
      of Marketplace revenue as a percentage of total revenue
                                  
                                  
                                  64
                                  %
                                  
                                  
                                  
                                  
                                  
                                  
                                  64
                                  %




Year ended July
31, 2010 and 2009.  Costs of Marketplace revenue for the year
ended  2010, as compared to the year ended 2009, increased by $296, or
3%. The overall increase in costs of revenue for association and transaction fee
commissions corresponds to the sale of a corporate owned office in Ocotober
2009.  Costs of Marketplace revenue as a percentage of total revenue
remained at 64% for the years ended 2010 and 2009, respectively.





Transaction
fee commissions decreased by $31, or 0% for the year ended 2010, as compared
to  2009.  Transaction fee commissions will generally
increase or decrease at a similar percentage as the increase or decrease in
transaction revenue.





Association
fee commissions increased by $73, or 5% for the year ended  2010 as
compared to 2009. The increase in commissions was in line with the corresponding
4% increase in association revenue for the same period.





Corporate-owned
office costs consist of compensation and operating expenses.  Our
corporate- owned office costs increased by $15 or 2% for the year ended 2010, as
compared to the year ended 2009. The net increase is due to the hiring of
additional employees to staff the corporate offices, which offset somewhat the
sale of our San Francisco corporate-owned office in October of
2009.





Other
Marketplace expenses consist of miscellaneous Marketplace related expenses such
as nationwide and local marketing expenditures and credit card processing fees,
along with other commissions not associated with association or transaction
revenue.  Other Marketplace expenses increased by $167, or 57% for the
year ended 2010 as compared to 2009. The primary increase is due to $129 of
expense during 2010 for computer equipment and software upgrades that were
awarded to brokers that met established eligibility requirements.





Media
costs–Ad credits consist of the cost of media ad credits utilized that have been
sold to ITEX members. Media costs–Ad credits increased by $72, or 212% for the
year ended 2010 as compared to 2009. The primary increase is due to increased
utilization of the ad credits for ITEX members and moving $36 into ad credit
suppliers member account during 2010.




26




The
following shows the commissions and corporate owned office costs separately as a
percent of their related revenue:


Year Ended July 31,2010
                    
                    
                    % of
                      Related
                      Revenue
                    
                    2009
                    
                    
                    % of
                      Related
                      RevenueAssociation
      fee commissions
                    
                    $
                    1,672
                    
                    
                    
                    37
                    %
                    $
                    1,599
                    
                    
                    
                    37
                    %Transaction
      fee commissions
                    
                    $
                    7,705
                    
                    
                    
                    75
                    %
                    $
                    7,736
                    
                    
                    
                    75
                    %Corporate
      owned office salaries, wages, employee benefits, and independent
      contractor expenses
                    
                    $
                    835
                    
                    
                    
                    92
                    %
                    $
                    820
                    
                    
                    
                    69
                    %





Corporate-owned
office salaries, wages and employee benefits increased from 69% of corporate-
owned store revenue in the period ending July 31, 2009, to 92% for the period
ending July 31, 2010.  The increase in percentage of related revenue is
primarily due to a decrease in revenue from corporate-owned stores in the 2010
year as we sold the San Francisco corporate owned store in the first quarter of
the 2010 year. We also added headcount in 2010 in order to manage the web
services related revenue, which is reflected in the increased
expense.





Corporate
Salaries, Wages and Employee Benefits





Corporate
salaries, wages and employee benefits include expenses for employee salaries and
wages, payroll taxes, 401(k); payroll related insurance, healthcare benefits,
recruiting costs, temporary services and other personnel-related items.
Comparative results are as follows:





Year Ended July 31,2010
                      
                      
                      Percent
                        change
                        from 2009
                      
                      2009Corporate
      salaries, wages and employee benefits
                      
                      $
                      1,850
                      
                      
                      
                      -2
                      %
                      $
                      1,895Percentage
      of revenue
                      
                      
                      11
                      %
                      
                      
                      
                      
                      
                      11
                      %




Year ended July
31, 2010 and 2009. Corporate salaries, wages and employee benefits
expenses decreased by $45 or 2% for the year ended 2010, as compared to the year
ended 2009. The decrease in compensation-related costs for the year is primarily
due to $31 in recruiting fees incurred only in 2009, a $26 decrease in
stock-based compensation and a reduction of $61 in 401(k) matching expenses.
These decreases were offset somewhat by increases of $76 in wages and $45 less
of salary costs allocated to cost of revenue.





Selling,
General and Administrative Expenses





Selling,
general and administrative expenses include consulting, legal and professional
services, as well as expenses for rent and utilities, marketing, insurance, bad
debts, sales tax and other taxes, and other costs. Comparative results are as
follows:


27




Year Ended July 31,2010
                    
                    
                    Percent
                      change
                      from 2009
                    
                    2009Selling,
      general and administrative expenses
                    
                    $
                    1,980
                    
                    
                    
                    -15
                    %
                    $
                    2,337Percentage
      of revenue
                    
                    
                    12
                    %
                    
                    
                    
                    
                    
                    14
                    %





Year ended July
31, 2010 and 2009.Selling,
general and administrative expenses decreased by $357 or 15% for the year ended
2010 as compared to the year ended 2009. The decrease is due primarily to a $187
decrease in investor relations and financial advisory expenses. In the last
three months of fiscal 2008 and the first three months of fiscal 2009, we
retained an investment bank along with an investor relations firm. Both of those
agreements ended in 2009.  In addition, $91 more of SG&A was
transferred to Costs of Marketplace than in 2009 for supplies, and other office
expenses were $119 less primarily due to $95 less ITEX dollars being utilized
for corporate purposes in 2010 as compared to 2009. Some of the decrease for
2010 was offset by a $38 increase in legal expenses.





Depreciation
and Amortization





Depreciation
and amortization expenses include depreciation on our fixed assets and
amortization of our intangible assets. Comparative results are as
follows:


Year Ended July 31,2010
                    
                    
                    Percent
                      change
                      from 2009
                    
                    2009Depreciation
      and amortization
                    
                    $
                    644
                    
                    
                    
                    -15
                    %
                    $
                    762Percentage
      of revenue
                    
                    
                    4
                    %
                    
                    
                    
                    
                    
                    5
                    %





Year ended July
31, 2010 and 2009.  Depreciation and amortization decreased by
$118, or 15% for the year ended 2010 as compared to the year ended 2009. The
primary reason for the decrease is that a non- compete agreement was fully
amortized in 2009 and there was no corresponding amortization for this asset in
2010. In addition, there were no material additions of property and equipment or
intangible assets in 2010 which resulted in a decreased amount of depreciation
and amortization as assets became fully depreciated.





Other
Income (expense)





Other
income (expense) includes interest received on notes receivable and promissory
notes, offsetting interest expense on notes payable and certain one-time gains
and losses.  It includes interest expense for the 2009 year from our
two notes payable to Intagio resulting primarily from business acquisitions
originated in August 2007 and August 2008. Both notes have been paid in full as
of July 31, 2010. The interest income is derived primarily from our notes
receivable for corporate office sales:


28





Year Ended July 31,2010
                      
                      
                      Percent
                        change
                        from 2009
                      
                      
                      2009Interest
      income
                      
                      $
                      42
                      
                      
                      
                      -36
                      %
                      
                      $
                      66Interest
      expense
                      
                      $
                      -
                      
                      
                      
                      
                      
                      
                      $
                      (35
                      )Interest
      income, net
                      
                      $
                      42
                      
                      
                      
                      
                      
                      
                      $
                      31Gain/(Loss)
      on sale of assets
                      
                      $
                      96
                      
                      
                      
                      -420
                      %
                      
                      $
                      (30
                      )Default
      on Seattle Note
                      
                      $
                      (255
                      )
                      
                      
                      
                      
                      
                      $
                      -Other
      income / (expense)
                      
                      $
                      (117
                      )
                      
                      
                      
                      
                      
                      $
                      1Other
      income/(expense), as a percentage of revenue
                      
                      
                      -1
                      %
                      
                      
                      
                      
                      
                      
                      0
                      %





Year ended July
31, 2010 and 2009.  Other income (expense) decreased by $118
for the year ended 2010 as compared to the year ended 2009. Other income
(expense) for the year ended 2010 includes a gain on a sale of $99 due to the
sale of the San Francisco corporate owned office in October 2009. Also included
is a loss of $3 on the disposition of fixed assets and a $255 loss representing
the principal amount due on a note originating from the November 2003 sale of
the Seattle corporate-owned office to a broker. The original amount of the Note
was $450. In January of 2010, we exercised our step-in rights and are currently
managing the Seattle office as a corporate-owned office.   The
note balance was declared to be in default resulting in the recognition of the
$255 loss.





We expect
to sell the management rights to this office within the next year, which will
most likely result in a new note receivable along with generating a gain on sale
of assets.





The
interest income is derived primarily from our notes receivable for corporate
office sales. During 2004, we sold five corporate-owned offices to our brokers.
During fiscal 2008, we sold to certain brokers three regional offices obtained
from Intagio in August 2007 and in October 2009, we sold the San Francisco, CA
corporate-owned office. As a result of the San Francisco office sale, a new
corporate office notes receivable was originated in the amount of $175. The
notes receivable are repaid in installments. The installment payments for the
various notes receivable end between 2010 and 2017. Interest income declines as
the notes receivable are being repaid by the borrowers.





Recoverability
of Deferred Tax Assets





Deferred
tax assets on our balance sheet primarily include federal and state net
operating loss carry forwards (collectively “NOLs”) which are expected to result
in future tax benefits.  Realization of these NOLs assumes that we
will be able to generate sufficient future taxable income to realize these
assets.  Deferred tax assets also include temporary differences
between the financial reporting basis and the income tax basis of our assets and
liabilities at enacted tax rates expected to be in effect when such assets or
liabilities are realized or settled.  In 2010 and 2009, respectively,
we utilized $1,940 and $1,419 of our available NOLs.  As of July 31,
2010, we have approximately $14,195 of NOLs available to offset future taxable
income.





We
periodically assess the realizability of our available NOLs to determine whether
we believe we will generate enough future taxable income to utilize
substantially all of the available NOLs.  As of July 31, 2010 and
2009, we have no valuation allowance on available federal or state
NOLs.


29





FINANCIAL
CONDITION (in thousands)




Our total
assets were $17,638 and $16,661 at July 31, 2010 and 2009, respectively,
representing an increase of $977 or 6%.  This increase resulted
primarily due to generating positive cash flows from operations.  Our
cash and cash equivalents totaled $5,169 and $2,557 as of July 31, 2010 and
2009, respectively, representing an increase of $2,612, or 102%.  Our
cash flow activity is described in more detail below (see “Liquidity and Capital
Resources”).




Accounts
receivable balances, net of allowances of $349 and $351, were $859 and $895 as
of July 31, 2010 and 2009 respectively, representing a decrease of $36 or 4%,
primarily due to timing of our cycle close in comparable years.




July31,2010
                
                
                %ofGross
                  Accounts
                  Receivable
                
                
                July31,2009
                
                
                %ofGross
                  Accounts
                  ReceivableGross
      accounts receivable
                
                $
                1,208
                
                
                
                100
                %
                
                $
                1,246
                
                
                
                100
                %Less:
      allowance
                
                
                349
                
                
                
                29
                %
                
                
                351
                
                
                
                28
                %Net
      accounts receivable
                
                $
                859
                
                
                
                71
                %
                
                $
                895
                
                
                
                72
                %




Our total
current liabilities were $2,579 and $2,420 at July 31, 2010 and 2009,
respectively, representing an increase of $159 or 7%.  The increase is
due primarily to an increase in accrued expenses of $184 for the year, primarily
composed of increased accrued media costs and an increase in our tax liability
accrual.





As a
result of our continued profitability, our stockholders’ equity increased by
$888 or 6% to $14,869 at July 31, 2010, compared to $13,981 at July 31,
2009.




LIQUIDITY
AND CAPITAL RESOURCES (in thousands)




Our
principal sources of liquidity are our cash provided by operating activities,
cash and cash equivalents on hand.  Net cash provided by operating
activities was $2,536 and $2,875 for the years ended July 31, 2010 and 2009,
respectively.   Our cash and cash equivalents balance as of July
31, 2010 totaled $5,169.  Additionally, we have a revolving credit
agreement for a $2,500 line of credit facility from our primary banking
institution, U.S. Bank (“line of credit”).  This line is effective
through November 30, 2010. We anticipate renewing the line at the same level for
another year. We have no outstanding balance on our line of credit as of July
31, 2010.





The
following table presents a summary of our cash flows for the years ended 2010
and 2009 respectively (in thousands):





Year Ended July 31,2010
                  
                  
                  2009Net
      cash provided by operating activities
                  
                  $
                  2,536
                  
                  
                  $
                  2,875Net
      cash provided by (used in) investing activities
                  
                  
                  186
                  
                  
                  
                  (120
                  )Net
      cash used in financing activities
                  
                  
                  (110
                  )
                  
                  
                  (1,259
                  )Increase
      (decrease) in cash and cash equivalents
                  
                  $
                  2,612
                  
                  
                  $
                  1,496




30





We have
financed our operational needs over the last two years through cash flow
generated from operations. During 2010, we increased our cash position by $2,612
to $5,169. In 2010 we used a portion of operational cash flow provided by
operating activities for routine operating expenses and a dividend payment to
common stockholders. In Fiscal Year 2011, we plan to continue upgrades and
improvements to our ITEX corporate platform for new software and
hardware.





Our
working capital as of July 31, 2010, includes advertising credits, originally
obtained in our business acquisition in August 2008, in the amount of $157,
which represent unsold prepaid credits for future media print and broadcast
placements. We initially recorded the total advertising credits at fair value
based on the estimated future selling price less reasonable costs of disposal.
As of July 31, 2010, the total carrying value of our advertising credits was
$278. The future operating cash flows may be negatively affected and our
original estimate of the net realizable value of the advertising credits will be
decreased if we are not able to resell the advertising credits to our
customers.





As part
of our contemplated future expansion activities and our evaluation of strategic
alternatives and opportunities, we may seek to acquire certain competitors or
other business to business enterprises, or consider partnering or other
collaboration agreements, or a merger or other strategic transaction. We expect
that our current working capital would be adequate for this purpose. However, we
may seek to finance a portion of the acquisition cost subject to the consent of
any secured creditors. We maintain a $2,500 line of credit facility from our
primary banking institution, U.S. Bank. The line of credit was established to
provide additional reserve capacity for general corporate and working capital
purposes and, if necessary, to enable us to make future expenditures related to
the growth and expansion of our business model. We believe that our financial
condition is stable and that our cash balances, other liquid assets, and cash
flows from operating activities provide adequate resources to fund ongoing
operating requirements.





Inflation
has not had a material impact on our business during the last two fiscal years.
Inflation affecting the U.S. dollar is not expected to have a material effect on
our operations in the foreseeable future.





The
following summarizes our cash flows by quarter for 2010 and 2009:





Year ended July 31, 2010
                
                First
                  Quarter
                
                
                Second
                  Quarter
                
                
                Third
                  Quarter
                
                
                Fourth
                  Quarter
                
                
                TotalNet
      cash provided by operating activities
                
                $
                433
                
                
                $
                462
                
                
                $
                548
                
                
                $
                1,093
                
                
                $
                2,536Net
      cash provided by (used in) investing activities
                
                
                108
                
                
                
                67
                
                
                
                35
                
                
                
                (24
                )
                
                
                186Net
      cash used in financing activities
                
                
                -
                
                
                
                -
                
                
                
                (17
                )
                
                
                (93
                )
                
                
                (110
                )$
                541
                
                
                $
                529
                
                
                $
                566
                
                
                $
                976
                
                
                $
                2,612





Year ended July 31, 2009
                
                First
                  Quarter
                
                
                Second
                  Quarter
                
                
                Third
                  Quarter
                
                
                Fourth
                  Quarter
                
                
                TotalNet
      cash provided by (used in) operating activities
                
                $
                706
                
                
                $
                481
                
                
                $
                348
                
                
                $
                1,340
                
                
                $
                2,875Net
      cash provided by (used in) investing activities
                
                
                (158
                )
                
                
                45
                
                
                
                (30
                )
                
                
                23
                
                
                
                (120
                )Net
      cash used in financing activities
                
                
                (327
                )
                
                
                (601
                )
                
                
                (331
                )
                
                
                -
                
                
                
                (1,259
                )$
                221
                
                
                $
                (75
                )
                
                $
                (13
                )
                
                $
                1,363
                
                
                $
                1,496




31





Operating
Activities





For the
year ended July 31, 2010, net cash provided by operating activities was $2,536
compared to $2,875 in the year ended July 31, 2009, a decrease of $339, or
12%.  The decrease is primarily due to the cash receipt of $350 in
2009 for a five-year web services license.





The
difference between our net income and our net cash provided by operating
activities was attributable to non-cash expenses included in net income, and
changes in the operating assets and liabilities, as presented below (in
thousands):





Year
      ended July 31,2010
                    
                    
                    2009Net
      income
                    
                    $
                    946
                    
                    
                    $
                    607Add:
      non-cash  expenses
                    
                    
                    1,372
                    
                    
                    
                    1,275Add:
      changes in operating assets and liabilities
                    
                    
                    218
                    
                    
                    
                    993Net
      cash provided by operating activities
                    
                    $
                    2,536
                    
                    
                    $
                    2,875





Non-cash
expenses are associated with the amortization of intangible assets, depreciation
and amortization of property and equipment, stock-based compensation expense,
the changes in the deferred portion of the provision for income taxes, loss
recorded of the default of the Seattle note and gain on the sale of the San
Francisco office.




Changes
in operating assets and liabilities primarily reflect changes in working capital
components of the balance sheet apart from cash and cash equivalents. Net cash
provided by operating activities also reflects changes in some non-current
components of the balance sheet, such as long-term deferred rent and non-current
prepaid expenses and deposits. During the year ended July 31, 2009, we granted
subscription rights to two customers under our web services program to our
proprietary online broker and client relationship management software for a
total consideration of $375 as well as for other recurring fees. The
consideration received is amortized into revenue over a contractual term of five
years. The deferral of this cash consideration provided an increase in cash
flows in 2009 resulting from changes in the operating assets and
liabilities.





As
discussed earlier in the overview section of our Management’s Discussion and
Analysis of Financial Condition and Results of Operations, for each calendar
year, we divide our operations into 13 four-week billing and commission cycles
always ending on a Thursday, while we report our financial results as of the
last day of each calendar month. The timing of billing and collection activities
after the end of the billing cycle does not correspond with the end of the
accounting period, therefore this timing difference results in the fluctuations
of the balances of cash, accounts receivable, commissions payable and accrued
commissions and therefore in periodic fluctuations in cash flows resulting from
changes in operating assets and liabilities.





The total
cash we received exclusively from our Marketplace members, excluding corporate
owned office sales, media sales, and revenue from our subscription-based
arrangement for client management platform, and net of credit card returns,
electronic fund transfer returns, and return checks is as follows (in
thousands):


32





Year Ended July 31,2010
                      
                      
                      Percent of
                        total
                      
                      
                      2009
                      
                      
                      Percent of
                        totalCredit
      cards, net
                      
                      $
                      9,820
                      
                      
                      
                      64
                      %
                      
                      $
                      9,631
                      
                      
                      
                      61
                      %Electronic
      fund transfers, net
                      
                      
                      4,074
                      
                      
                      
                      27
                      %
                      
                      
                      3,964
                      
                      
                      
                      25
                      %Checks
      and cash, net
                      
                      
                      1,444
                      
                      
                      
                      9
                      %
                      
                      
                      2,116
                      
                      
                      
                      13
                      %Cash
      received from Marketplace members, net
                      
                      $
                      15,338
                      
                      
                      
                      100
                      %
                      
                      $
                      15,711
                      
                      
                      
                      100
                      %





Investing
Activities




For the
year ended July 31, 2010, net cash provided by investing activities was $186
compared with $120 used in investing activities in the year ended July 31, 2009,
an increase in cash provided by in investing activities of $306, or
255%. In the year ended July 31, 2010, the net cash provided by investing
activities was primarily driven by payments on notes receivable. In addition, we
received $50 from the sale of the San Francisco corporate office. We used $67
for the purchase of property and equipment. In the year ended July 31, 2009, the
net cash used in investing activities was primarily related to $68 cash
consideration paid for the August 2008 acquisition from Intagio, $150 final
settlement of contingent consideration from the August 2007 acquisition and $124
purchases of property and equipment.





Financing
Activities





Our net
cash used in financing activities consists of contractual and discretionary debt
repayments and discretionary repurchases of our common stock in order to provide
more value for our remaining shareholders.  The following summarizes
our financing activities:





Year ended July 31, 2010
                      
                      First
                        Quarter
                      
                      
                      Second
                        Quarter
                      
                      
                      Third
                        Quarter
                      
                      
                      Fourth
                        Quarter
                      
                      
                      TotalCash
      dividend paid to common stockholders
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      (91
                      )
                      
                      $
                      (91
                      )Discretionary
      repurchase of common stock
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (17
                      )
                      
                      
                      (2
                      )
                      
                      
                      (19
                      )$
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      (17
                      )
                      
                      $
                      (93
                      )
                      
                      $
                      (110
                      )





Year
      ended July 31, 2009
                  
                  First
                    Quarter
                  
                  
                  Second
                    Quarter
                  
                  
                  Third
                    Quarter
                  
                  
                  Fourth
                    Quarter
                  
                  
                  TotalContractual
      debt repayments
                  
                  $
                  (327
                  )
                  
                  $
                  (147
                  )
                  
                  $
                  (99
                  )
                  
                  $
                  -
                  
                  
                  $
                  (573
                  )Discretionary
      accelerated debt repayments
                  
                  
                  -
                  
                  
                  
                  (454
                  )
                  
                  
                  (202
                  )
                  
                  
                  -
                  
                  
                  
                  (656
                  )Discretionary
      repurchase of common stock
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (30
                  )
                  
                  
                  -
                  
                  
                  
                  (30
                  )$
                  (327
                  )
                  
                  $
                  (601
                  )
                  
                  $
                  (331
                  )
                  
                  $
                  -
                  
                  
                  $
                  (1,259
                  )




We
repurchased 5 and 10 shares of ITEX stock in 2010 and 2009,
respectively.


33





Commitments
and Contingencies




We
utilize leased facilities in the normal course of our business.  As of
July 31, 2010, the future minimum commitments under these operating leases are
as follows:




Executiveoffice
                                    
                                    
                                    Corpownedoffice
                                    
                                    
                                    Corpownedoffice
                                    
                                    
                                    TotalLocation:
                                    
                                    Bellevue,
      WA
                                    
                                    
                                    Chicago,
      IL
                                    
                                    
                                    Solon,
      OhioExpiration
      date:
                                    
                                    April
      30, 2015
                                    
                                    
                                    October
      31, 2011
                                    
                                    
                                    May
      31, 2011Leasecommitments
                                      fortheyearending
                                      July31,2011
                                    
                                    $
                                    155
                                    
                                    
                                    $
                                    112
                                    
                                    
                                    $
                                    14
                                    
                                    
                                    $
                                    2812012
                                    
                                    
                                    159
                                    
                                    
                                    
                                    29
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    1882013
                                    
                                    
                                    163
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    1632014
                                    
                                    
                                    166
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    1662015
                                    
                                    
                                    126
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    126Total
                                    
                                    $
                                    769
                                    
                                    
                                    $
                                    141
                                    
                                    
                                    $
                                    14
                                    
                                    
                                    $
                                    924





The lease
expense, inclusive of utilities included in our lease payments, for our
executive office space and corporate owned offices for the years ended July 31,
2010 and 2009 was $299 and $320, respectively.





We have
not leased any equipment in 2010 or 2009.  We have purchase
commitments for telecommunications and data communications.  As of
July 31, 2010, the future minimum commitments under these purchase commitments
are as follows:





Telecommunicationsand
                        datacommunicationsPurchasecommitmentsforthe
                        yearendingJuly31,2011
                      
                      $
                      252012
                      
                      
                      8Total
                      
                      $
                      33





OTHER
MATTERS





Critical
Accounting Policies and Estimates





We have
identified the policies below as critical to our understanding of the results or
our business operations.  We discuss the impact and any associated
risks related to these policies on our business operations throughout
Management’s Discussion and Analysis of Financial Condition and Results of
Operations where such policies affect our reported and expected financial
results.


34


In the
ordinary course of business, we have made a number of estimates and assumptions
in preparing our financial statements in conformity with accounting principles
generally accepted in the United States of America. Actual results could differ
significantly from those estimates and assumptions. The following critical
accounting policies are those that are most important to the portrayal of our
consolidated financial statements. These policies require our most difficult,
subjective, and complex judgments, often as a result of the need to make
estimates about the effect of matters that are inherently uncertain. For a
summary of all of our significant accounting policies, including the critical
accounting policies discussed below, refer to Note
1 ― “Summary of Significant Accounting Policies” included in the “Notes to
Consolidated Financial Statements”, Item 8 – Financial
Statements.





Revenue
Recognition





We
generate our revenue by charging members percentage-based transaction fees,
association fees, and other fees assessed in United States dollars and Canadian
dollars where applicable (collectively and as reported on our financial
statements “USD” or “Cash”). We recognize revenue when persuasive evidence of an
arrangement exists, the transaction has occurred or a cycle period has ended,
the charges are fixed and determinable and no major uncertainty exists with
respect to collectability.





Our
largest sources of revenue are transaction fees and association fees. We charge
members of the Marketplace an association fee every operating cycle in
accordance with our members’ individual agreements. We also charge both the
buyer and the seller a transaction fee based on the ITEX dollar value of that
Marketplace transaction. Additionally, we may charge various auxiliary fees to
members, such as annual membership dues, late fees, and insufficient fund fees.
The total fees we charge to members are in USD and partially in ITEX dollars
(see below, “Accounting for ITEX Dollar Activity”). We bill members for all fees
at the end of each operating cycle. We track all financial activity in our
internally developed database. Members have the option of paying USD fees
automatically by credit card, by electronic funds transfer or by check. In the
years ended July 31, 2010 and 2009, members made approximately 91% and 87%,
respectively, of their payments through electronic funds transfer or by credit
cards using our Preferred Member Autopay System (“Autopay System”). If paying
through our Autopay System, generally, the USD transaction fee is 6% of the ITEX
dollar amount of the member’s purchases and sales during the operating cycle. If
paying by check, generally, the USD transaction fee is 7.5% of the ITEX dollar
amount of that member’s purchases and sales during the operating cycle.
Additionally, regardless of a member’s transaction activity, each operating
cycle we charge most members an association fee of $20 USD ($260 USD annually)
and $10 ITEX dollars ($130 ITEX dollars annually). Transaction and association
fees composed 92% and 95% of our total revenue in 2010 and 2009,
respectively.





In each
accounting cycle, we recognize as revenue all transaction fees, association fees
and applicable other fees that occurred during that month regardless of which
operating cycle the fees occurred.  We defer annual dues, which are
prepaid, and recognize this revenue over the periods they apply.





Our Web
services contracts include multiple deliverable components, in which we
recognize revenue from the platform subscription fee on a straight-line basis
over the contract term. The Company recognizes revenue from recurring
transaction processing, support and consulting fees as delivery has occurred or
services have been rendered.





As
discussed below, we generally do not record revenues or expenses in our
financial statements for ITEX dollars we receive from or expend to members or
brokers, but we do record revenues and expenses for ITEX dollars we spend on
various products or services where the value of those ITEX dollars is readily
determinable (see below, “Accounting for ITEX Dollar Activity”). 
Comparative results are as follows (in thousands):


35




ITEX Dollar Summary
                    
                    YearEndedJuly31,2010
                    
                    
                    2009Fees
      received from the Marketplace
                    
                    $
                    4,757
                    
                    
                    $
                    4,715Expenditures
      to and for the Marketplace
                    
                    
                    (4,753
                    )
                    
                    
                    (4,709
                    )Increase
      (decrease)
                    
                    $
                    4
                    
                    
                    $
                    6





Gross
versus Net Revenue Recognition





In the
normal course of business, we act as administrator of transactions between
Marketplace members.  We pay commissions to our brokers after the close of
each operating cycle based on member transaction and association fees collected
in USD.  We report revenue based on the gross amount billed to the ultimate
customer, the Marketplace member.  When revenues are recorded on a gross
basis, any commissions or other payments to brokers are recorded as costs or
expenses so that the net amount (gross revenues less expenses) is reflected on
our Statements of Income.





Determining
whether revenue should be reported as gross or net is first based on an
assessment of whether we are acting as the principal or acting as an agent in
the transaction.  In determining whether we serve as principal or agent, we
follow the related guidance.  Pursuant to such guidance, we serve as the
principal in transactions in which we have substantial risks and rewards of
ownership.  The determination of whether we are acting as a principal or an
agent in a transaction involves judgment and is based on an evaluation of the
terms of an arrangement.  In our case, we administer the Marketplace, act
as a third-party record-keeper for our members’ transactions, bill Marketplace
members directly pursuant to contractual agreements with them for which we
establish the terms, collect all revenue, and assess the collectability of our
accounts receivable monthly.  Our revenues remain the property of
ITEX.





The Media
Revenue portion of our business, which is included in other fee revenue, is
accounted for on a net revenue basis. We report as revenue the net portion
remaining after the cost of media sales is deducted.





Accounting
for ITEX Dollar Activities





Primarily,
we receive ITEX dollars from members’ transaction and association fees, but we
also receive ITEX dollars, to a much lesser extent, from other member
fees.  We expend ITEX dollars for revenue sharing transaction fees and
association fees with our Broker Network, and for general Marketplace
costs.  Our policy is to record transactions at the fair value of products
or services received when those values are readily determinable





Our
accounting policy follows the accounting standards codification which indicates
that transactions in which non-monetary assets are exchanged for barter credits
should be recorded at fair value of the assets (or services) involved.  The
fair value of the assets received (in this case ITEX dollars) should be used to
measure the cost if it is more clearly evident than the fair value of the asset
surrendered or service provided.  Our position is that the fair value of
the non-monetary asset exchanged is more clearly evident than the fair value of
the ITEX dollar received.  In addition, there is no cost basis to us for
ITEX dollars.  Our conclusion may change if we could convert ITEX dollars
into USD in the near term, as evidenced by a historical practice of converting
ITEX dollars into USD shortly after receipt, or if quoted market prices in USD
existed for the ITEX dollar.





We expend
ITEX dollars primarily on the following items:




·
            Co-op
      advertising with Marketplace
members;


36


·
            Revenue
      sharing with brokers for transaction fees and association
      fees;


·
            Incentives
      to brokers for registering new members in the
  Marketplace.





We
believe that fair value should not be regarded as determinable within reasonable
limits if major uncertainties exist about the realizability of the value that
would be assigned to the asset received in a non-monetary transaction at fair
value.  If neither the fair value of the non-monetary asset (or service)
transferred or received in the exchange is determinable within reasonable
limits, the recorded amount of the non-monetary asset transferred from the
enterprise may be the only measure of the transaction. When our ITEX dollar
transactions during the periods presented in the accompanying financial
statements lacked readily determinable fair values they were recorded at the
cost basis of the trade dollars surrendered, which was zero.  However, we
have reflected in our financial statements those items that meet non-monetary
recognition by having readily determinable fair values.  Our consolidated
statements of income include ITEX dollar expenses for corporate expenses for
certain products or services we purchased at prices comparable to what we would
have expended had we paid in USD.





While the
accounting policies described above are used for financial reporting purposes,
the Internal Revenue Service requires, for purposes of taxation, that we
recognize revenues, expenses, assets, and liabilities for all transactions in
which we either receive or spend ITEX dollars using the ratio of one U.S. dollar
per ITEX dollar.  For this reason, we track our ITEX dollar activity in
statements to members and brokers and in other ways necessary for the operation
of the Marketplace and our overall business.





Valuation
of Notes Receivable





We
determine a present value of our notes receivable using a monthly average
treasury note rate with approximately the same term as the note to approximate a
market value interest rate when we determine that a negotiated interest rate
does not properly reflect the risk associated with the notes.  We calculate
the effective rate on the note given the market rate and the payment streams and
record the note accordingly.  We periodically review our notes for possible
impairment whenever events or changes in circumstances indicate that the
carrying value has been impaired and may not be recoverable.  Factors we
consider important that could trigger an impairment review include the
following:




·
            Significant
      underperformance relative to expected historical or projected future
      operating results;


·
            Change
      in management of the franchisee or independent licensed broker responsible
      for the note.





We look
primarily to the undiscounted future cash flows to determine whether or not the
note receivable is at risk of being uncollectible or unrecoverable.





Valuation
Allowance on Deferred Tax Assets





We
account for income taxes using an asset and liability approach as required. This
approach results in the recognition of deferred tax assets and liabilities for
the expected future tax consequences of temporary differences between the book
carrying amounts and the tax basis of assets and liabilities.  We assess a
valuation allowance on our deferred tax assets if it is more likely than not
that a portion of our available deferred tax assets will not be realized. 
We record our deferred tax assets net of valuation allowances.





We also
account for uncertainty in income taxes in accordance with related
guidance.  Under the related provisions, we recognize the tax benefits of
tax positions only if it is more likely than not that the tax positions will be
sustained, upon examination by the applicable taxing authorities, based on the
technical merits of the positions.   We also record any potential
interest and penalties associated with our tax positions.  We have opted to
record interest and penalties as a component of income tax
expense.


37





Deferred
tax assets on our balance sheet primarily include Federal and State net
operating loss carry forwards (collectively “NOLs”) which are expected to result
in future tax benefits.  Realization of these NOLs assumes that we will be
able to generate sufficient future taxable income to realize these assets. 
Deferred tax assets also include temporary differences between the financial
reporting basis and the income tax basis of its assets and liabilities at
enacted tax rates expected to be in effect when such assets or liabilities are
realized or settled.





In
assessing the recoverability of deferred tax assets, we periodically assess
whether it is more likely that some portion or all of the deferred tax assets
will not be realized.  The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible.  We consider the
scheduled reversal of deferred tax liabilities and projections for future
taxable income over the periods in which the deferred tax assets are
deductible.





On July
31, 2010, we had NOLs of approximately $14,195 available to offset future
taxable income.  When circumstances warrant, we re-assess the realizability
of our available NOLs for future periods.  When this occurs, if we
determine that the realizability of our NOLs has changed, we record the impact
of that change as a component of our consolidated statements of income in that
period.





The
deferred tax assets recorded at July 31, 2010 represent our current estimate of
all deferred tax benefits to be utilized in the current year and future periods
beyond 2010.





Goodwill





Goodwill
represents the excess of the purchase price over the fair value of identifiable
assets acquired, including domains and other definite-lived intangible assets,
and liabilities assumed in business combinations accounted for under the
purchase method.





Goodwill
acquired in a purchase business combination is determined to have an indefinite
useful life and is not amortized, but instead tested for impairment at least
annually. A two-phase approach is used for testing goodwill for impairment. The
first phase is a screen for potential impairment, while the second phase (if
necessary) measures the amount of impairment, if any. Goodwill is written down
and charged to operating results in any period in which the recorded value of
goodwill exceeds its fair value. We analyzed goodwill as of  July 31,
2010, and we did not identify any impairment.





Business
Combinations




The
Company accounts for business combinations using the purchase method of
accounting. The total consideration paid in an acquisition is allocated to the
fair value of the acquired company’s identifiable assets and liabilities. Any
excess of the purchase price over the estimated fair values of the net assets
acquired is recorded as goodwill. The consolidated financial statements reflect
the results of operations of an acquired business from the completion date of an
acquisition. The costs to acquire a business, including transaction costs, are
allocated to the fair value of net assets acquired for any business combinations
occurring prior to August 1, 2009. Subsequent to August 1, 2009, all costs to
acquire a business will be expensed.


38


The
Company identifies and records separately the intangible assets acquired apart
from goodwill based on the specific criteria for separate recognition
established per the accounting standards codification,
namely:




•
            the
      asset arises from contractual or other legal
    rights; or




•
            the
      asset is capable of being separated from the acquired entity and sold,
      transferred, licensed, rented or
exchanged.





Software
for Internal Use





We have
developed extensive software to manage and track the ITEX dollar activity in the
Marketplace to calculate USD and ITEX dollar fees accordingly.  We account
for qualifying costs incurred in the development of software for internal use in
accordance with the financial guidance.  In accordance with this guidance,
costs incurred in the planning and post-implementation stages are expensed as
incurred, while costs relating to application development are capitalized. 
Qualifying software development costs, including software in development meeting
certain criteria , are included as an element of property and equipment in the
consolidated balance sheets.





Share-based
Payments





The
Company accounts for share-based compensation to its employees and directors and
measures of the amount of compensation expense for all stock-based awards at
fair value on the date of grant and recognition of compensation expense over the
service period for awards expected to vest. Restricted stock awards issued to
employees and directors are measured based on the fair market values of the
underlying stock on the dates of grant.





Recent
Accounting Pronouncements





Effective
August 1, 2009, the Company adopted the FASB guidance on Determination of the
Useful Life of Intangible Assets, which amends the factors that should be
considered in developing renewal or extension assumptions used to determine the
useful life of a recognized intangible asset. The Company will apply these rules
prospectively to intangible assets acquired subsequent to the adoption
date.  The adoption of these revised provisions had no impact on the
Company’s Consolidated Financial Statements.





Effective
August 1, 2009, the Company adopted FASB guidance on Business Combinations,
which establishes principles and requirements for how an acquirer recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, any noncontrolling interest in an acquiree and the goodwill
acquired.  The Company will apply this guidance to any business
combinations subsequent to adoption. The adoption of this provision had no
impact on the Company’s Consolidated Financial Statements.





In May
2009, the FASB issued guidance within on Subsequent Events, which was further
updated in February 2010. This guidance establishes general standards of
accounting for and disclosure of events that occur after the balance sheet date
but before financial statements are issued or are available to be issued. It
sets forth (i) the period after the balance sheet date during which
management of a reporting entity should evaluate events or transactions that may
occur for potential recognition or disclosure in the financial statements,
(ii) the circumstances under which an entity should recognize events or
transactions occurring after the balance sheet date in its financial statements
and (iii) the disclosures that an entity should make about events or
transactions that occurred after the balance sheet date. The guidance is
effective for interim or annual financial periods ending after June 15,
2009 and was adopted with no material effect on our Consolidated Financial
Statements.


39





In
January 2010, the FASB issued an update on Accounting for Distributions to
Shareholders with Components of Stock and Cash. This Update clarifies that the
stock portion of a distribution to shareholders that allows them to elect to
receive cash or stock with a potential limitation on the total amount of cash
that all shareholders can elect to receive in the aggregate is considered a
share issuance that is reflected in EPS prospectively and is not a stock
dividend for purposes of applying Equity and Earnings Per Share. The amendments
in this Update are effective for interim and annual periods ending on or after
December 15, 2009 with retrospective application. We adopted this guidance on
February 1, 2010 and it had no material impact on our Consolidated Financial
Statements.





ITEM
      8.
            FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA





The
following financial statements of ITEX Corporation are included in Item
8:





Report of
Independent Registered Public Accounting Firm


Consolidated
Balance Sheets


Consolidated
Statements of Income


Consolidated
Statement of Stockholders’ Equity


Consolidated
Statements of Cash Flows


Notes to
Consolidated Financial Statements


40


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors and Stockholders


ITEX
Corporation


Bellevue,
Washington





We have
audited the accompanying consolidated balance sheets of ITEX Corporation as of
July 31, 2010 and 2009, and the related consolidated statements of income,
stockholders' equity and cash flows for the years then ended.  These
consolidated financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.





We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no such
opinion.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the consolidated financial statements.  An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall consolidated
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.





In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of ITEX
Corporation as of July 31, 2010 and 2009, and the consolidated results of their
operations and their cash flows for each of the years then ended in conformity
with accounting principles generally accepted in the United States of
America.




/s/ Ehrhardt Keefe Steiner & Hottman
      PCEhrhardt
      Keefe Steiner & Hottman PC





Denver,
Colorado


October
20, 2010


41


ITEX
CORPORATION


CONSOLIDATED
BALANCE SHEETS


(In
thousands)





July 31, 2010
                
                
                July 31, 2009ASSETSCurrent
      assets:Cash
      and cash equivalents
                
                $
                5,169
                
                
                $
                2,557Accounts
      receivable, net of allowance of $349 and $351
                
                
                859
                
                
                
                895Prepaid
      expenses
                
                
                118
                
                
                
                82Loans
      and advances
                
                
                55
                
                
                
                57Prepaid
      Advertising Credits, net of long term portion
                
                
                157
                
                
                
                157Deferred
      tax asset
                
                
                1,018
                
                
                
                739Notes
      receivable - corporate office sales
                
                
                125
                
                
                
                242Other
      current assets
                
                
                24
                
                
                
                19Total
      current assets
                
                
                7,525
                
                
                
                4,748Property
      and equipment, net of accumulated depreciation of $380 and
      $280
                
                
                169
                
                
                
                247Goodwill
                
                
                3,282
                
                
                
                3,318Deferred
      tax asset, net of current portion
                
                
                5,000
                
                
                
                5,798Intangible
      assets, net of amortization of $2,205 and $1,703
                
                
                994
                
                
                
                1,572Notes
      receivable - corporate office sales, net of current
portion
                
                
                480
                
                
                
                624Other
      long-term assets
                
                
                188
                
                
                
                354Total
      assets
                
                
                17,638
                
                
                
                16,661LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilities:Accounts
      and other expenses payable
                
                
                124
                
                
                
                98Commissions
      payable to brokers
                
                
                661
                
                
                
                691Accrued
      commissions to brokers
                
                
                789
                
                
                
                828Accrued
      expenses
                
                
                705
                
                
                
                521Deferred
      revenue
                
                
                133
                
                
                
                144Advance
      payments
                
                
                167
                
                
                
                138Total
      current liabilities
                
                
                2,579
                
                
                
                2,420Long-term
      liabilities:Other
      long-term liabilities
                
                
                190
                
                
                
                260Total
      Liabilities
                
                
                2,769
                
                
                
                2,680Commitments
      and contingenciesStockholders’
      equity:Common
      stock, $0.01 par value; 9,000 shares authorized; 3,576 shares and 3,571
      shares issued and outstanding, respectively
                
                
                36
                
                
                
                36Additional
      paid-in capital
                
                
                29,138
                
                
                
                29,105Accumulated
      deficit
                
                
                (14,305
                )
                
                
                (15,160
                )Total
      stockholders' equity
                
                
                14,869
                
                
                
                13,981Total
      liabilities and stockholders’ equity
                
                $
                17,638
                
                
                $
                16,661





The
accompanying notes are an integral part of these Consolidated Financial
Statements.


42


ITEX
CORPORATION


CONSOLIDATED
STATEMENTS OF INCOME


(In
thousands except per share amounts)





Year ended July 31,2010
                    
                    
                    2009Revenue:Marketplace
      and other revenue
                    
                    $
                    16,925
                    
                    
                    $
                    16,502Costs
      and expenses:Cost
      of Marketplace revenue
                    
                    
                    10,777
                    
                    
                    
                    10,481Corporate
      salaries, wages and employee benefits
                    
                    
                    1,850
                    
                    
                    
                    1,895Selling,
      general and administrative
                    
                    
                    1,980
                    
                    
                    
                    2,337Depreciation
      and amortization
                    
                    
                    644
                    
                    
                    
                    76215,251
                    
                    
                    
                    15,475Income
      from operations
                    
                    
                    1,674
                    
                    
                    
                    1,027Other
      income/(expense):Interest,
      net
                    
                    
                    42
                    
                    
                    
                    31Other
      expense, net
                    
                    
                    (159
                    )
                    
                    
                    (30
                    )(117
                    )
                    
                    
                    1Income
      before income taxes
                    
                    
                    1,557
                    
                    
                    
                    1,028Income
      tax expense
                    
                    
                    611
                    
                    
                    
                    421Net
      income
                    
                    $
                    946
                    
                    
                    $
                    607Net
      income per common share:Basic
                    
                    $
                    0.26
                    
                    
                    $
                    0.17Diluted
                    
                    $
                    0.26
                    
                    
                    $
                    0.17Weighted
      average shares outstanding:Basic
                    
                    
                    3,572
                    
                    
                    
                    3,564Diluted
                    
                    
                    3,577
                    
                    
                    
                    3,565




The
accompanying notes are an integral part of these Consolidated Financial
Statements.


43


ITEX
CORPORATION


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY


(In
thousands)





Common Stock
                            
                            
                            Additional paid
                            
                            
                            AccumulatedShares
                            
                            
                            Amount
                            
                            
                            in capital
                            
                            
                            deficit
                            
                            
                            TotalBalance,
      July 31, 2008
                            
                            
                            3,563
                            
                            
                            $
                            35
                            
                            
                            $
                            29,051
                            
                            
                            $
                            (15,767
                            )
                            
                            $
                            13,319Common
      Stock awards issued
                            
                            
                            18
                            
                            
                            
                            1
                            
                            
                            
                            (1
                            )
                            
                            
                            
                            
                            
                            
                            0Common
      Stock repurchased and retired
                            
                            
                            (10
                            )
                            
                            
                            
                            
                            
                            
                            (30
                            )
                            
                            
                            
                            
                            
                            
                            (30
                            )Stock
      based compensation expense
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            85
                            
                            
                            
                            
                            
                            
                            
                            85Net
      Income
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            607
                            
                            
                            
                            607Balance,
      July 31, 2009
                            
                            
                            3,571
                            
                            
                            $
                            36
                            
                            
                            $
                            29,105
                            
                            
                            $
                            (15,160
                            )
                            
                            $
                            13,981Common
      Stock awards issued
                            
                            
                            10
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            0Common
      Stock repurchased and retired
                            
                            
                            (5
                            )
                            
                            
                            
                            
                            
                            
                            (19
                            )
                            
                            
                            
                            
                            
                            
                            (19
                            )Stock
      based compensation expense
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            52
                            
                            
                            
                            
                            
                            
                            
                            52Dividend
      payment
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (91
                            )
                            
                            
                            (91
                            )Net
      Income
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            946
                            
                            
                            
                            946Balance,
      July 31, 2010
                            
                            
                            3,576
                            
                            
                            $
                            36
                            
                            
                            $
                            29,138
                            
                            
                            $
                            (14,305
                            )
                            
                            $
                            14,869





The
accompanying notes are an integral part of these Consolidated Financial
Statements.


44


ITEX
CORPORATION


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(In
thousands)





Year ended July 31,2010
                
                
                2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income
                
                $
                946
                
                
                $
                607Items
      to reconcile to net cash provided by operating activities:Depreciation
      and amortization
                
                
                644
                
                
                
                762Loss
      os disposal of equipment
                
                
                3
                
                
                
                1Share-based
      compensation
                
                
                52
                
                
                
                161Decrease
      in allowance for uncollectible receivables
                
                
                (2
                )
                
                
                (10
                )Decrease
      in deferred income taxes
                
                
                519
                
                
                
                343Recognition
      of imputed interest
                
                
                -
                
                
                
                (12
                )Write
      off of Investment
                
                
                -
                
                
                
                30Loss
      on Note - Seattle
                
                
                255
                
                
                
                -Gain
      on Sale - SF Office
                
                
                (99
                )
                
                
                -Changes
      in operating assets and liabilities:Accounts
      receivable, net
                
                
                24
                
                
                
                517Prepaid
      expenses and Media credits
                
                
                129
                
                
                
                80Other
      assets
                
                
                (24
                )
                
                
                64Accounts
      and other expenses payable
                
                
                26
                
                
                
                (226
                )Commissions
      payable to brokers
                
                
                (30
                )
                
                
                25Accrued
      commissions to brokers
                
                
                (39
                )
                
                
                115Accrued
      expenses
                
                
                184
                
                
                
                76Deferred
      revenue and other long-term liabilites
                
                
                (81
                )
                
                
                69Long-term
      liabilities
                
                
                -
                
                
                
                252Advance
      payments
                
                
                29
                
                
                
                21Net
      cash provided by operating activities
                
                
                2,536
                
                
                
                2,875CASH
      FLOWS FROM INVESTING ACTIVITIES:Business
      acquisitions
                
                
                -
                
                
                
                (68
                )Sale
      of business
                
                
                50
                
                
                
                -Payments
      received from notes receivable - corporate office sales
                
                
                195
                
                
                
                236Payments
      received from loans
                
                
                20
                
                
                
                20Advances
      on loans
                
                
                (12
                )
                
                
                (34
                )BXI
      earnout
                
                
                -
                
                
                
                (150
                )Purchase
      of property and equipment
                
                
                (67
                )
                
                
                (124
                )Net
      cash provided by (used in) investing activities
                
                
                186
                
                
                
                (120
                )CASH
      FLOWS FROM FINANCING ACTIVITIES:Repayments
      on third party indebtedness
                
                
                -
                
                
                
                (1,229
                )Cash
      dividend paid to Common Stockholders
                
                
                (91
                )
                
                
                -Reacquired
      shares from non-affiliated parties
                
                
                (19
                )
                
                
                (30
                )Net
      cash used in financing activities
                
                
                (110
                )
                
                
                (1,259
                )Net
      increase in cash and cash equivalents
                
                
                2,612
                
                
                
                1,496Cash
      and cash equivalents at beginning of period
                
                
                2,557
                
                
                
                1,061Cash
      and cash equivalents at end of period
                
                $
                5,169
                
                
                $
                2,557Supplemental
      cash flow information:Cash
      paid for interest
                
                $
                -
                
                
                $
                35Cash
      paid for taxes
                
                
                51
                
                
                
                31Non-cash
      activities:San
      Francisco Office note receivable
                
                $
                175
                
                
                $
                -Cash
      credits on AR balances transferred in San Francisco office
      sale
                
                
                14
                
                
                
                -Reduction
      of goodwill related to the San Francisco office sale
                
                
                36
                
                
                
                -Reduction
      of intangibles related to the San Francisco office sale
                
                
                76
                
                
                
                -





The
accompanying notes are an integral part of these Consolidated Financial
Statements.


45


ITEX
CORPORATION


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


(In
thousands, except per share amounts unless otherwise indicated)





NOTE 1 -
DESCRIPTION OF OUR COMPANY AND SUMMARY OF OUR SIGNIFICANT ACCOUNTING
POLICIES




Description
of our Company





ITEX
Corporation (“ITEX”, “Company”, “we” or “us”) was incorporated in October 1985
in the State of Nevada.  Through our independent licensed broker and
franchise network, corporate and corporate owned offices (individually,
“broker,” and together the “Broker Network”) in the United States and Canada, we
operate a leading exchange for cashless business transactions (the
“Marketplace”) where products and services are exchanged for “currency” only
usable in the Marketplace (“ITEX dollars”).  We administer the Marketplace
and act as a third-party record-keeper for our members’ transactions.  A
summary of significant accounting policies applied in the preparation of the
accompanying consolidated financial statements follows:





Principles
of Consolidation





The
consolidated financial statements include the accounts of ITEX Corporation and
its wholly owned subsidiary, BXI Exchange, Inc.  All inter-company accounts
and transactions have been eliminated in consolidation.





Use
of Estimates




The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions affecting the amounts reported in the consolidated financial
statements and accompanying notes.  Changes in these estimates and
assumptions may have a material impact on the Company’s financial statements and
notes.  Examples of estimates and assumptions include
estimating:




·
            certain
      provisions such as allowances for accounts
  receivable


·
            any
      impairment of long-lived assets


·
            useful
      lives of property and equipment


·
            the
      value and expected useful life of intangible
  assets


·
            the
      value of assets and liabilities acquired through business
      combinations


·
            tax
      provisions and valuation allowances


·
            accrued
      commissions and other accrual
expenses


·
            litigation
      matters described herein


·
            stock
      unit based payments




Actual
results may vary from estimates and assumptions that were used in preparing the
financial statements.





Operating
and Accounting Cycles





For each
calendar year, we divide our operations into 13 four-week billing and commission
cycles always ending on a Thursday (“operating cycle”).  For financial
statement purposes, our fiscal year is from August 1 to July 31 (“year”, “2010”
for August 1, 2009 to July 31, 2010, “2009” for August 1, 2008 to July 31,
2009).  We report our results as of the last day of each calendar month
(“accounting cycle”).


46





Business
Combinations




The
Company accounts for business combinations using the purchase method of
accounting. The total consideration paid in an acquisition is allocated to the
fair value of the acquired company’s identifiable assets and liabilities. Any
excess of the purchase price over the estimated fair values of the net assets
acquired is recorded as goodwill. The consolidated financial statements reflect
the results of operations of an acquired business from the completion date of an
acquisition. The costs to acquire a business, including transaction costs, are
allocated to the fair value of net assets acquired for any business combinations
occurring prior to August 1, 2009. Subsequent to August 1, 2009, all costs to
acquire a business will be expensed.




The
Company identifies and records separately the intangible assets acquired apart
from goodwill based on the specific criteria for separate recognition
established per the accounting standards codification,
namely:





•
            the
      asset arises from contractual or other legal
    rights; or





•
            the
      asset is capable of being separated from the acquired entity and sold,
      transferred, licensed, rented or
exchanged.





Concentrations
of Credit Risk





At July
31, 2010, we maintained our cash balances at a U.S. Bank branch in Portland,
Oregon, a Royal Bank of Canada branch in Vancouver, Canada, and a Bank of
Montreal branch in Toronto, Canada.  The balances are insured by the
Federal Deposit Insurance Corporation up to $250 U.S. dollars and by the
Canadian Deposit Insurance Corporation up to $100 Canadian dollars.  Our
cash balances have exceeded these insurable limits periodically throughout 2010
and 2009.  At July 31, 2010 such balances exceeded these limits by
$4,621.





Accounts
and Notes Receivable





We assess
the collectability of accounts receivable monthly based on past collection
history and current events and circumstances.  Accordingly, we adjust the
allowance on accounts receivable to reflect net receivables that we ultimately
expect to collect.





We review
all notes receivable for possible impairment on an annual basis or whenever
events or changes in circumstances indicate that the carrying value has been
impaired and may not be recoverable.  Factors considered important that
could trigger an impairment review include significant underperformance relative
to expected historical or projected future operating results and a change in
management of the franchisee or independent licensed broker responsible for the
note.





Advertising
Credits





As a
result of a business acquisition in August 2008, the Company obtained
advertising credits, which represent prepaid credits for future media print and
broadcast placements, and it recorded a portion of these advertising credits
that are expected to be utilized in the next year as a current asset and the
balance are recorded as Other assets – long term. The Company originally
recorded the cost of the advertising credits at the fair value at the time of
business combination using a net realizable value approach. Under this approach,
the value is determined based on the estimated future selling price less
reasonable costs of disposal.


47





The
Company began using the advertising credits for resale to its customers,
primarily for ITEX dollars.  In addition to ITEX dollars, the Company also
receives its cash transaction fee on sales of the advertising credits for ITEX
dollars. The asset is relieved and the expense is recorded as the advertising
credits are sold by the Company to its customers or as the Company utilizes such
credits in its operations.   The Company recognized $106 and $34
expense on sale of advertising credits in the years ended 2010 and 2009,
respectively. Additionally the Company used approximately $102 and $34 of
advertising credits for its own advertising needs in the years ended 2010 and
2009, respectively.





Loans
and Advances





At our
discretion, we occasionally allow members who complete large transactions to pay
the related transaction fee over time, typically three operating cycles. 
Additionally, we occasionally make cash loans and advances to brokers for
special purposes. The aggregate total owed to us on July 31, 2010 is $55. 
Interest rates range from 8% - 13% charged on the outstanding balances. The
maximum individual balance owed is $17.  Payoff dates for the loans are
scheduled within one year.





Property
and Equipment





We report
property and equipment at cost less accumulated depreciation recorded on a
straight line basis over useful lives ranging from three to seven years. 
Included in property and equipment are additions and improvements that add to
productive capacity or extend useful life of the assets.  Property and
equipment also includes internally developed software (refer to “Software for
Internal Use”).  When we sell or retire property or equipment, we remove
the cost and related accumulated depreciation from the balance sheet and record
the resulting gain or loss in the income statement.  We record an expense
for the costs of repair and maintenance as incurred.





Software
for Internal Use





We have
developed extensive software to manage and track the ITEX dollar activity in the
Marketplace to calculate USD and ITEX dollar fees accordingly.  We account
for qualifying costs incurred in the development of software for internal use in
accordance with the financial guidance.  Costs incurred in the planning and
post-implementation stages are expensed as incurred, while costs relating to
application development are capitalized.  Qualifying software development
costs, including software in development meeting certain criteria, are included
as an element of property and equipment in the consolidated balance
sheets.





Goodwill





Goodwill
represents the excess of the purchase price over the fair value of identifiable
assets acquired, including domains and other definite-lived intangible assets,
and liabilities assumed in business combinations accounted for under the
purchase method.





Goodwill
acquired in a purchase business combination is determined to have an indefinite
useful life and is not amortized, but instead tested for impairment at least
annually. A two-phase approach is used for testing goodwill for impairment. The
first phase is a screen for potential impairment, while the second phase (if
necessary) measures the amount of impairment, if any. Goodwill is written down
and charged to operating results in any period in which the recorded value of
goodwill exceeds its fair value. We analyzed goodwill as of July 31, 2010 and we
did not identify any impairment.


48





Intangible
Assets with Definite Lives





Intangible
assets acquired in business combinations are estimated to have definite lives
and are comprised of membership lists, noncompetition agreements and trade
names. The Company amortizes costs of acquired intangible assets using the
straight-line method over the contractual life of one to three years for
noncompetition agreements, the estimated life of six to ten years for membership
lists and the estimated life of ten years for trade names.





The
carrying value of intangible assets with definite lives is reviewed on a regular
basis for the existence of facts that may indicate that the assets are impaired.
An asset is considered impaired when the estimated undiscounted future cash
flows expected to result from its use and disposition are less than the amount
of its carrying value. If the carrying value of an asset is deemed not
recoverable, it is adjusted downward to the estimated fair
value.





Long-Lived
Assets





We review
our long-lived assets for impairment whenever events or changes in circumstances
indicate that the carrying amount of the asset may not be recovered.  We
look primarily at the market values of the assets when available, or,
alternatively, the undiscounted future cash flows in our assessment of whether
or not they have been impaired.  If impairment is deemed to have occurred,
we then measure the impairment by looking to the excess of the carrying value
over the discounted future cash flows or market value, as appropriate.  In
our most recent review conducted as of July 31, 2010, we determined no
impairment was appropriate.





Commissions
Payable to Brokers and Accrued Commissions to Brokers





We
compute commissions to brokers as a percentage of cash collections of revenues
from association fees, transactions fees, and other fees.  We pay most
commissions in two tranches with approximately 50% paid one week after the end
of the operating cycle and the remainder paid two weeks later.  Commissions
payable to brokers on our balance sheet as of July 31, 2010 represents
commissions payable from the operating cycle ending July 29, 2010.  In
2009, the closest operating cycle ended July 30, 2009.  Accrued commissions
to brokers on our balance sheets are the estimated commissions on the net
accounts receivable balance and unpaid commissions on cash already collected as
of the financial statement date.





Deferred
Revenue





We bill
annual dues to certain members acquired as part of the acquisition of BXI. 
We defer this revenue and recognize it over the annual period to which it
applies.   During 2009, we signed two Web Services agreements. These
agreements provide for a one-time platform subscription fee payable to Itex upon
signing of the contract. We amortize the subscription fee portion of the
contract on a ratable basis over the life of the contract, typically five years.
As of July 31, 2010 we have a total of $263 of deferred revenue derived from Web
services reflected on our Balance Sheet, of which $76 is in Current
liabilities–Deferred revenue and $187 is reflected in Other long-term
liabilities.





Advance
Payments





In some
cases, members pre-pay transaction and/or association fees or receive USD
credits on their accounts for previously paid fees associated with transactions
that are subsequently reversed.  We defer these payments and recognize
revenue when these fees are earned.


49





Fair
Value of Financial Instruments





All of
our financial instruments are recognized in our balance sheet.  The
carrying amount of our financial instruments including cash, accounts
receivable, loans and advances, notes receivable, accounts payable, commissions
payable and accrued commissions and other accruals approximate their fair values
at July 31, 2010 due to the short-term nature of these instruments.  All of
these instruments have terms of less than one year.





The fair
value of notes payable is based on rates currently available to us for debt of
similar terms and remaining maturities.  There are no quoted market prices
for the debt or similar debt, though we believe the fair value approximates the
carrying amounts on our balance sheets due to the short-term nature of these
instruments.  We have no debt which is classified as long-term as of July
31, 2010 and 2009.





Revenue Recognition





We
generate our revenue by charging members percentage-based transaction fees,
association fees, and other fees assessed in United States dollars and Canadian
dollars where applicable (collectively and as reported on our financial
statements “USD” or “Cash”).  We recognize revenue when persuasive evidence
of an arrangement exists, the transaction has occurred or a cycle period has
ended, the charges are fixed and determinable and no major uncertainty exists
with respect to collectability.





Our
largest sources of revenue are transaction fees and association fees.  We
charge members of the Marketplace an association fee every operating cycle in
accordance with our members’ individual agreements.  We also charge both
the buyer and the seller a transaction fee based on the ITEX dollar value of
that Marketplace transaction.  Additionally, we may charge various
auxiliary fees to members, such as annual membership dues, late fees, and
insufficient fund fees.  The total fees we charge to members are in USD and
partially in ITEX dollars (see below, “Accounting for ITEX Dollar
Activities”).   We bill members for all fees at the end of each
operating cycle.  We track all financial activity in our internally
developed database.  Members have the option of paying USD fees
automatically by credit card, by electronic funds transfer or by check.  In
the years ended July 31, 2010 and 2009, members made approximately 91% and 87%,
respectively, of their payments through electronic funds transfer or by credit
cards using our Preferred Member Autopay System (“Autopay System”).  If
paying through our Autopay System, generally, the USD transaction fee is 6% of
the ITEX dollar amount of the member’s purchases and sales during the operating
cycle.  If paying by check, generally, the USD transaction fee is 7.5% of
the ITEX dollar amount of that member’s purchases and sales during the operating
cycle.  Additionally, regardless of a member’s transaction activity, each
operating cycle we charge most members an association fee of $20 USD ($260 USD
annually) and $10 ITEX dollars ($130 ITEX dollars annually).  Transaction
and association fees composed 92% and 95% of our total revenue in 2010 and 2009,
respectively.





In each
accounting cycle, the Company recognizes as revenue all USD transaction fees,
association fees and applicable other fees that occurred during that month
regardless of which operating cycle the fees occurred.  Annual dues, billed
in advance of the applicable service periods, are deferred and recognized into
revenue on a straight-line basis over the term of one year.





For
transaction and association fees charged to members, the Company shares a
portion of its revenue with the brokers in its Broker Network in the form of
commissions based on a percentage of cash collections from members.  For
those fees, revenues are recorded on a gross basis. Commissions to brokers are
recorded as cost of revenue in the period corresponding to the revenue stream on
which these commissions are based.


50





The
Company records an allowance for uncollectible accounts based upon its
assessment of various factors. The Company considers historical experience, the
age of the accounts receivable balances, the credit quality of its customers,
current economic conditions and other factors that may affect customers’ ability
to pay to determine the level of allowance required.





On
February 12,  2009, the Company signed a Web services agreement
granting a media services company a limited, non-exclusive right to use ITEX’s
proprietary online broker and client relationship management platform, including
billing functionality, data analysis and other offerings, as well as ITEX’s
related hosting services. The agreement provides for a one-time consideration of
$350 paid to ITEX, as a platform subscription fee as well as periodic
transaction processing, support and consulting fees.





On May
8,  2009, the Company signed a Web services  agreement
granting to  ITEX Latin America,Inc. (ILA), a limited, non-exclusive
right to use ITEX’s proprietary online broker and client relationship management
platform, including billing functionality, data analysis and other offerings, as
well as ITEX’s related hosting services, for a term of five years. The agreement
provides for a one-time platform subscription fee to be paid over a period of
five years and recurring transaction processing fees based on gross merchandise
volume, or GMV, which is the total value of all transactional activity hosted by
the platform, as well as for certain other periodic service and consulting fees.
In addition to this cash consideration, ITEX received certain equity interest in
the customer, making up approximately 5% interest in ILA. The company reflects a
$0 value of the equity investment component of this agreement in its
consolidated financial statemetns due to the limited history of ILA and given
that the company is located outside the United States.





Web
services contracts include multiple deliverable components. The Company
recognizes revenue from the platform subscription fee on a straight-line basis
over the contract term. The Company recognizes revenue from recurring
transaction processing, support and consulting fees as delivery has occurred or
services have been rendered.





Gross
versus Net Revenue Recognition





In the
normal course of our core business, we act as administrator to execute
transactions between Marketplace members.  We pay commissions to our
brokers after the close of each operating cycle based on member transaction and
association fees collected in USD.  We report revenue based on the gross
amount billed to our ultimate customer, the Marketplace member.  When
revenues are recorded on a gross basis, any commissions or other payments to
brokers are recorded as costs or expenses so that the net amount (gross revenues
less expenses) is reflected in Operating Income.





For the
Media Revenue portion of our business which is included in other fee revenue, we
account for revenue on a net revenue basis. We report as revenue the net portion
remaining after the cost of media sales is deducted.





Accounting
for ITEX Dollar Activities





Primarily,
we receive ITEX dollars from members’ transaction and association fees, but we
also receive ITEX dollars, to a much lesser extent, from other member
fees.  We expend ITEX dollars for revenue sharing transaction fees and
association fees with our Broker Network, and for general Marketplace
costs.  Our policy is to record transactions at the fair value of
products or services received when those values are readily
determinable.


51





Our
accounting policy follows the accounting standards codification which indicates
that transactions in which non-monetary assets are exchanged for barter credits
should be recorded at fair value of the assets (or services) involved.  The
fair value of the assets received (in this case ITEX dollars) should be used to
measure the cost if it is more clearly evident than the fair value of the asset
surrendered or service provided.  Our position is that the fair value of
the non-monetary asset exchanged is more clearly evident than the fair value of
the ITEX dollar received.  In addition, there is no cost basis to us for
ITEX dollars.  Our conclusion may change if we could convert ITEX dollars
into USD in the near term, as evidenced by a historical practice of converting
ITEX dollars into USD shortly after receipt, or if quoted market prices in USD
existed for the ITEX dollar.





We expend
ITEX dollars primarily on the following items:




·
            Co-op
      advertising with Marketplace
members;


·
            Revenue
      sharing with brokers for transaction fees and association
      fees;


·
            Incentives
      to brokers for registering new members in the
  Marketplace.





We
believe that fair value should not be regarded as determinable within reasonable
limits if major uncertainties exist about the realizability of the value that
would be assigned to the asset received in a non-monetary transaction at fair
value.  If neither the fair value of the non-monetary asset (or service)
transferred or received in the exchange is determinable within reasonable
limits, the recorded amount of the non-monetary asset transferred from the
enterprise may be the only measure of the transaction.  When our ITEX
dollar transactions during the periods presented in the accompanying financial
statements lacked readily determinable fair values they were recorded at the
cost basis of the trade dollars surrendered, which was zero.  However, we
have reflected in our financial statements those items that meet non-monetary
recognition by having readily determinable fair values.  Our consolidated
statements of income include ITEX dollar expenses for corporate expenses for
certain products or services we purchased at prices comparable to what we would
have expended had we paid in USD.





While the
accounting policies described above are used for financial reporting purposes,
the Internal Revenue Service requires, for purposes of taxation, that we
recognize revenues, expenses, assets, and liabilities for all transactions in
which we either receive or spend ITEX dollars using the ratio of one U.S. 
dollar per ITEX dollar.  For this reason, we track our ITEX dollar activity
in statements to members and brokers and in other ways necessary for the
operation of the Marketplace and our overall business.





Advertising
Expenses





We
expense all advertising costs as incurred. Advertising expense was $102 and
$64 for the years ending July 31, 2010 and 2009, respectively.





Share-based
Payments





The
Company accounts for share-based compensation to its employees and directors and
measures of the amount of compensation expense for all stock-based awards at
fair value on the date of grant and recognition of compensation expense over the
service period for awards expected to vest.  Restricted stock awards issued
to employees and directors are measured based on the fair market values of the
underlying stock on the dates of grant.





Operating
Leases




We
account for our executive office lease and other property leases in accordance
with related guidance. Accordingly, because our executive office lease has
scheduled rent escalation clauses, we record minimum rental payments on a
straight-line basis over the term of the lease. We record the appropriate
deferred rent liability or asset and amortize that deferred rent over the term
of the lease as an adjustment to rent expense.


52




Accounting
for Income Taxes





We
account for income taxes using an asset and liability approach as
required.  Such approach results in the recognition of deferred tax assets
and liabilities for the expected future tax consequences of temporary
differences between the book carrying amounts and the tax basis of assets and
liabilities.  We assess a valuation allowance on our deferred tax assets if
it is more likely than not that a portion of our available deferred tax assets
will not be realized.  We record our deferred tax assets net of valuation
allowances.





We also
account for uncertainty in income taxes in that we recognize the tax benefits of
tax positions only if it is more likely than not that the tax positions
will be sustained, upon examination by the applicable taxing authorities, based
on the technical merits of the positions.   As required, we record
potential interest and penalties associated with our tax positions.  We
have opted to record interest and penalties, if any, as a component of income
tax expense.





Contingencies





In the
normal course of our business we are periodically involved in litigation or
claims.  We record litigation or claim-related expenses upon evaluation of
among other factors, the degree of probability of an unfavorable outcome and the
ability to make a reasonable estimate of the amount of loss.  We accrue for
settlements when the outcome is probable and the amount or range of the
settlement can be reasonably estimated.  In addition to our judgments and
use of estimates, there are inherent uncertainties surrounding litigation and
claims that could result in actual settlement amounts that differ materially
from estimates.  We expense our legal costs associated with these matters
when incurred.





Income
Per Share





We
prepare our financial statements on the face of the income statement for both
basic and diluted earnings per share.  Basic earnings per share excludes
potential dilution and is computed by dividing income available to common
stockholders by the weighted-average number of common shares outstanding for the
period.  Diluted earnings per share reflects the potential dilution that
could occur if securities or other contracts to issue common stock were
exercised or converted into common stock or resulted in the issuance of common
stock that then shared in the earnings of the entity.  As of July 31, 2010,
we had no contracts to issue common stock, other than warrants outstanding to
purchase up to 20 shares of common stock.





NOTE 2 –
RECENT ACCOUNTING PRONOUNCEMENTS





Effective
August 1, 2009, the Company adopted the FASB guidance on Determination of the
Useful Life of Intangible Assets, which amends the factors that should be
considered in developing renewal or extension assumptions used to determine the
useful life of a recognized intangible asset.  The Company will apply these
rules prospectively to intangible assets acquired subsequent to the adoption
date.  The adoption of these revised provisions had no impact on the
Company’s Consolidated Financial Statements.





Effective
August 1, 2009, the Company adopted FASB guidance on Business Combinations,
which establishes principles and requirements for how an acquirer recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, any noncontrolling interest in an acquiree and the goodwill
acquired.  The Company will apply this guidance to any business
combinations subsequent to adoption.  The adoption of this provision had no
impact on the Company’s Consolidated Financial Statements.


53




In May
2009, the FASB issued guidance within on Subsequent Events, which was further
updated in February 2010.  This guidance establishes general standards of
accounting for and disclosure of events that occur after the balance sheet date
but before financial statements are issued or are available to be issued. 
It sets forth (i) the period after the balance sheet date during which
management of a reporting entity should evaluate events or transactions that may
occur for potential recognition or disclosure in the financial statements,
(ii) the circumstances under which an entity should recognize events or
transactions occurring after the balance sheet date in its financial statements
and (iii) the disclosures that an entity should make about events or
transactions that occurred after the balance sheet date.  The guidance is
effective for interim or annual financial periods ending after June 15,
2009 and was adopted with no material effect on our Consolidated Financial
Statements.





In
January 2010, the FASB issued an update on Accounting for Distributions to
Shareholders with Components of Stock and Cash.  This Update clarifies that
the stock portion of a distribution to shareholders that allows them to elect to
receive cash or stock with a potential limitation on the total amount of cash
that all shareholders can elect to receive in the aggregate is considered a
share issuance that is reflected in EPS prospectively and is not a stock
dividend for purposes of applying Equity and Earnings Per Share.  The
amendments in this Update are effective for interim and annual periods ending on
or after December 15, 2009 with retrospective application.  We adopted this
guidance on February 1, 2010 and it had no material impact on our Consolidated
Financial Statements.





In
January 2010, the FASB issued guidance on fair value measurements and
disclosure.  This guidance amends the fair value measurements and
disclosures by improving the disclosure of fair value measurements.  The
adoption of the codification did not result in any change in our significant
accounting policies.





In August
2009, the FASB issued guidance on measuring liabilities at fair value. 
This guidance amends the fair value measurements and disclosures by providing
additional guidance clarifying the measurement of liabilities at fair
value.  The adoption of the accounting guidance did not have a significant
impact on our consolidated financial statements.





NOTE 3 –
CASH AND CASH EQUIVALENTS, ACCOUNTS RECEIVABLE, COMMISSIONS PAYABLE TO BROKERS
AND ACCRUED COMMISSIONS TO BROKERS





The
timing differences between our operating cycles and our accounting cycles cause
fluctuations in the comparative balances of cash and cash equivalents, accounts
receivable, commissions payable to brokers and accrued commissions to brokers
presented on the consolidated balance sheets.  Depending on the length of
time between the end of the operating cycle and the end of the accounting cycle,
members’ payments on accounts receivable balances may vary.  The longer the
time, the greater amount of USD collections causes an increase in the reported
cash and cash equivalents balance and a decrease in the net accounts receivable
balance.  The difference between our operating cycle ending date and the
reporting date for July 31, 2010 was two business days as our cycle end date was
on July 29, 2010.  In 2009, our operating cycle ending date was July 30,
2009 or one business day different that the accounting cycle end date of July
31, 2009.





We
compute commissions to brokers as a percentage of USD collections of our
revenues from association fees, transactions fees, and other fees. 
Commissions payable to brokers include amounts owed for the most recently ended
operating cycle.  We pay commissions in two tranches with approximately 50%
paid approximately one week after the end of the operating cycle and the
remainder paid approximately two weeks later.  Commissions accrued are the
estimated commissions on the net accounts receivable balance and USD collections
on accounts receivable since the most recently ended operating
cycle.


54




Our
payments for salaries and wages to our employees occur on the same bi-weekly
schedule as our commission payments to brokers.




NOTE 4 –
NOTES RECEIVABLE - CORPORATE OFFICE SALES





Notes
receivables have been originated by the sales of corporate-owned offices to
brokers.





In
October, 2009 we sold the San Francisco, CA corporate-owned office.  As a
result of San Francisco office sale, a new corporate office notes receivable was
originated in the amount of $175.  In January of 2010, we had a default on
a note originating from the November 2003 sale of the Seattle corporate-owned
office to a broker.  The original amount of the Note was $450.  At the
time of default the  principal balance on the note was $255.  We
exercised our step-in rights and are currently managing the Seattle office as a
corporate-owned office





The
aggregate total owed to us on July 31, 2010 is $605.  Individual balances
owed range from $12 to $256.  Payoff dates for the loans are scheduled
between 2010 and 2017.





Original Principal
                          Balance on Notes
                        
                        
                        Principal Additions
                          in 2010
                        
                        
                        Balance Receivable
                          at
                          July 31, 2010
                        
                        
                        CurrentPortion
                        
                        
                        Long-Term
                          Portion$
                        2,695
                        
                        
                        $
                        189
                        
                        
                        $
                        605
                        
                        
                        $
                        125
                        
                        
                        $
                        480





The
activity for corporate office receivables was as follows:





Balance
      at July 31, 2008
                    
                    $
                    1,090Interest
      income at stated rates
                    
                    
                    41Imputed
      interest income
                    
                    
                    12Payments
      received
                    
                    
                    (277
                    )Balance
      at July 31, 2009
                    
                    $
                    866Principal
      additions
                    
                    $
                    189Defaults
      on notes
                    
                    $
                    (255
                    )Interest
      income at stated rates
                    
                    
                    45Imputed
      interest income
                    
                    
                    -Payments
      received
                    
                    
                    (240
                    )Balance
      at July 31, 2010
                    
                    $
                    605




55




NOTE 5 -
PROPERTY AND EQUIPMENT





The
following table summarizes property and equipment:





July 31, 2010Fixed Asset Type
                      
                      Estimated
                        Useful Life
                      
                      Cost
                      
                      
                      Accumulated
                        Depreciation
                      
                      
                      Net Book
                        ValueComputers
                      
                      3
      years
                      
                      $
                      284
                      
                      
                      $
                      (151
                      )
                      
                      $
                      133Software
                      
                      3
      years
                      
                      
                      86
                      
                      
                      
                      (68
                      )
                      
                      
                      18Equipment
                      
                      7
      years
                      
                      
                      62
                      
                      
                      
                      (56
                      )
                      
                      
                      6Furniture
                      
                      7
      years
                      
                      
                      65
                      
                      
                      
                      (53
                      )
                      
                      
                      12Leasehold
      Improvements
                      
                      3.3
      years
                      
                      
                      52
                      
                      
                      
                      (52
                      )
                      
                      
                      -$
                      549
                      
                      
                      $
                      (380
                      )
                      
                      $
                      169




July
      31, 2009Fixed
      Asset Type
                              
                              Estimated
                                Useful
      Life
                              
                              Cost
                              
                              
                              Accumulated
                                Depreciation
                              
                              
                              Net
      Book
                                ValueComputers
                              
                              3
      years
                              
                              $
                              267
                              
                              
                              $
                              (119
                              )
                              
                              $
                              148Software
                              
                              3
      years
                              
                              
                              79
                              
                              
                              
                              (50
                              )
                              
                              
                              29Equipment
                              
                              7
      years
                              
                              
                              64
                              
                              
                              
                              (39
                              )
                              
                              
                              25Furniture
                              
                              7
      years
                              
                              
                              65
                              
                              
                              
                              (32
                              )
                              
                              
                              33Leasehold
      Improvements
                              
                              3.3
      years
                              
                              
                              52
                              
                              
                              
                              (40
                              )
                              
                              
                              12$
                              527
                              
                              
                              $
                              (280
                              )
                              
                              $
                              247





We
depreciate property and equipment using the straight-line method over the
assets’ estimated useful lives.  Depreciation expense for property and
equipment was $130 and $121 for the years ending July 31, 2010 and 2009,
respectively.





In the second quarter of 2007, we
relocated our principal executive offices.  Prior to our relocation, we
made $52 in improvements to our new location.  We amortize these leasehold
improvements using the straight-line method over the term of the lease. 
Amortization expense for leasehold improvements was $12 and $16 for the years
ending July 31, 2010 and 2009, respectively.




NOTE 6 –
INTANGIBLE ASSETS





We
acquired a membership list as part of our acquisition of BXI in the fourth
quarter of 2005.  We acquired an additional membership list from a
franchisee in the fourth quarter of 2007.  In connection with our asset
acquisition from Intagio in the first quarter of 2008 and ATX The Barter Company
in the third quarter of 2008, we acquired additional membership lists and
non-compete agreements.  We subsequently sold part of the membership list
acquired from Intagio.  Changes in the carrying amount of the intangible
assets are summarized as follows:


56




Membership
                  Lists
                
                
                Non-Compete
                  Agreement
                
                
                Trade Name
                  Amortization
                
                
                Total Intagible
                  AssetsBalance
      as of July 31, 2008
                
                $
                1,918
                
                
                $
                175
                
                
                $
                -
                
                
                $
                2,093Additions
      from the Intagio acquisition
                
                
                80
                
                
                
                4
                
                
                
                20
                
                
                
                104Amortization
                
                
                (487
                )
                
                
                (136
                )
                
                
                (2
                )
                
                
                (625
                )Balance
      as of July 31, 2009
                
                $
                1,511
                
                
                $
                43
                
                
                $
                18
                
                
                $
                1,572Amount
      allocated to sale of San Francisco Corporate owned office
                
                
                (76
                )
                
                
                
                
                
                
                
                
                
                
                (76
                )Amortization
                
                
                (473
                )
                
                
                (27
                )
                
                
                (2
                )
                
                
                (502
                )Balance
      as of July 31, 2010
                
                $
                962
                
                
                $
                16
                
                
                $
                16
                
                
                $
                994




The
Company recorded goodwill in connection with business combinations completed in
fiscal years from 2005 to 2009.  The acquisitions made in 2005 and in 2008
included contingent consideration recorded as additions to goodwill in
subsequent periods, as the final settlement amounts became
determinable.





In
October 2009, ITEX sold assets originally acquired in the 2007 Intagio
acquisition.  As part of the sale, ITEX allocated a pro rata portion of
Membership list and Goodwill to the sale in the amount of $76 and $36,
respectively.  The pro rata percentage amount for Goodwill was calculated
using the relative fair value of the San Francisco corporate-owned office to the
estimated fair value of the ITEX network as a whole.  The pro rata
percentage amount of unamortized Membership list was calculated using the amount
of the San Francisco corporate-owned office member transaction volume over the
total transaction volume of the retained members acquired in the 2007 Intagio
transaction.




The
following schedule outlines the expected intangible related amortization expense
over the respective lives:


Year
      ending July 31,
                  
                  Membership
      List
                    Amoritization
                  
                  
                  Non-Compete
                    Agreement
                    Amoritization
                  
                  
                  Trade
      Name
                    Amortization
                  
                  
                  Total
      Amortization2011
                  
                  
                  447
                  
                  
                  
                  16
                  
                  
                  
                  2
                  
                  
                  
                  4652012
                  
                  
                  219
                  
                  
                  
                  -
                  
                  
                  
                  2
                  
                  
                  
                  2212013
                  
                  
                  218
                  
                  
                  
                  -
                  
                  
                  
                  2
                  
                  
                  
                  2202014
                  
                  
                  45
                  
                  
                  
                  -
                  
                  
                  
                  2
                  
                  
                  
                  472015
                  
                  
                  8
                  
                  
                  
                  
                  
                  
                  
                  2
                  
                  
                  
                  10Thereafter
                  
                  
                  25
                  
                  
                  
                  -
                  
                  
                  
                  6
                  
                  
                  
                  31Total
                  
                  $
                  962
                  
                  
                  $
                  16
                  
                  
                  $
                  16
                  
                  
                  $
                  994




57




NOTE 7 -
NOTES PAYABLE AND LINE OF CREDIT





The
Company has a revolving credit agreement to establish a $2.5 million line of
credit facility with its primary banking institution, US Bank, effective through
November 30, 2010.  The Company anticipates renewing the line of credit at
the same level for another year.  The line of credit facility was
originally established on December 2, 2004.   There were no borrowings
made under this line of credit in the year ended July 31, 2010 and 2009 and
there was no outstanding balance as of July 31, 2010 and 2009.  The Company
may utilize this credit facility for short-term needs in the
future.




NOTE 8 -
COMMITMENTS





The
Company leases office space under operating leases.  Lease commitments
include leases for the Company’s corporate headquarters in Bellevue, Washington,
and branch offices in Chicago, Illinois and Cleveland, Ohio.  These leases
expire between May 2011 and April 2015.  The rent for the Company’s office
in Cleveland, Ohio, was paid in part in ITEX dollars until June 1,
2009.





As
of July 31, 2010, the future minimum commitments under these operating leases
are as follows:





Executiveoffice
                        
                        
                        Corpownedoffice
                        
                        
                        Corpownedoffice
                        
                        
                        TotalLocation:
                        
                        Bellevue, WA
                        
                        
                        Chicago, IL
                        
                        
                        Solon, OhioExpiration date:
                        
                        April 30, 2015
                        
                        
                        October 31, 2011
                        
                        
                        May 31, 2011Leasecommitments
                          fortheyearending
                          July31,2011
                        
                        $
                        155
                        
                        
                        $
                        112
                        
                        
                        $
                        14
                        
                        
                        $
                        2812012
                        
                        
                        159
                        
                        
                        
                        29
                        
                        
                        
                        -
                        
                        
                        
                        1882013
                        
                        
                        163
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        1632014
                        
                        
                        166
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        1662015
                        
                        
                        126
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        126Total
                        
                        $
                        769
                        
                        
                        $
                        141
                        
                        
                        $
                        14
                        
                        
                        $
                        924





The lease
expense for our executive office space and corporate-owned offices for the years
ended July 31, 2010 and 2009 was $299 and $320, respectively.





We have
not leased any equipment in 2010 or 2009.





We have
purchase commitments for telecommunications and data communications.  As of
July 31, 2010, the future minimum commitments under these purchase commitments
are as follows:





Telecommunications
                        and data
                        communicationsPurchase commitments for the
                        year ending July 31,2011
                      
                      $
                      252012
                      
                      
                      8Total
                      
                      $
                      33




58




NOTE 9 –
ITEX DOLLAR ACTIVITY





Primarily,
we receive ITEX dollars from members’ transaction and association fees, but we
also receive ITEX dollars, to a much lesser extent, from other member
fees.  ITEX dollars earned from members are later used by the Company as a
method of payment in revenue sharing and incentive arrangements with its Broker
Network, co-op advertising with Marketplace members, as well as for certain
general corporate expenses.




We expend
ITEX dollars for revenue sharing transaction fees and association fees with our
Broker Network, and for general Marketplace costs.  We record transactions
at the fair value of products or services received when those values are readily
determinable.  Most of our ITEX dollar transactions during the periods
presented in these financial statements lacked readily determinable fair values
andwere recorded at
the cost basis of the trade dollars surrendered, which we have determined to be
zero.





We take
extensive measures to maintain the integrity of our role in the Marketplace
economy, and to protect against the misuse or misappropriation of ITEX
dollars.  For example:





·
            All
      ITEX dollar purchases for corporate purposes are approved by senior
      management.




·
            We
      do not sell or purchase ITEX dollars for
USD.





We spend
ITEX dollars in the Marketplace for our corporate needs.  As discussed in
Note 1 to our consolidated financial statements, we record ITEX dollar revenue
in the amounts equal to expenses we incurred and paid for in ITEX dollars,
resulting in a net effect of $0 on both operating and net income.  We
recorded $139 and $264 as ITEX dollar revenue for the years ended July 31, 2010
and 2009, respectively.





The
corresponding ITEX dollar expenses in the year ending July 31, 2010 were for
printing,  outside services and miscellaneous expenses.  We will
continue to utilize ITEX dollars for our corporate purposes in future
periods.





We do not
include any ITEX dollar amounts on our Consolidated Balance Sheets or
Consolidated Statement of Stockholders’ Equity and we do not include any ITEX
dollar activities on our Consolidated Statement of Cash Flows.





We
include these ITEX dollar activities on our Consolidated Statements of
Income.  The following ITEX dollar activity is included in our Consolidated
Statements of Income for the years ending July 31, 2010 and 2009 (in
thousands):





Year
      ended July 31,2010
                    
                    
                    2009Revenue:Marketplace
      and other revenue
                    
                    $
                    139
                    
                    
                    $
                    264Costs
      and expenses:Corporate
      salaries, wages and employee benefits
                    
                    
                    1
                    
                    
                    
                    3Selling,
      general and administrative
                    
                    
                    138
                    
                    
                    
                    261139
                    
                    
                    
                    264Income
      from operations
                    
                    $
                    -
                    
                    
                    $
                    -




59




NOTE 10 —
LEGAL PROCEEDINGS





In June
2003, a former broker filed a complaint against us for wrongful termination of
his brokerage agreement and breach of contract in connection with the
termination of plaintiff's brokerage in 1999 (Bruce Kamm v.  ITEX
Corporation, Supreme Court of the State of New York County of New York,
Index No.: 602031/2003).  Plaintiff sought damages against us in the amount
of $5,000 and a preliminary injunction enjoining us from selling a New York
office, previously managed by plaintiff, to any person, company or entity. 
In July 2003, the Court denied plaintiff's motion for a preliminary
injunction.  Plaintiff failed to prosecute the action, and, in May 2004,
the Court administratively dismissed the action.  During September 2005,
the Court granted a motion from plaintiff to vacate the dismissal of his action
and for leave to amend the complaint.  On or about October 12, 2005, we
were served with an amended complaint stating claims of breach of contract,
wrongful termination of the brokerage agreement and breach of covenant of good
faith and fair dealing and seeking damages in the amount of $30,000 plus
attorneys' fees.  In November 2005, we filed a motion to dismiss the action
for lack of subject matter jurisdiction pursuant to a forum selection clause in
the contract between the parties requiring litigation be filed in Oregon. 
Our motion to dismiss was granted on December 12, 2005.  In June 2006,
plaintiff re-filed in the Circuit Court of the State of Oregon, (Bruce Kamm and Invision LTD v. 
ITEX Corporation,  Case No.  0606-05949), stating claims
of breach of contract and breach of covenant of good faith and fair dealing and
seeking damages in the amount of $30,000 plus attorneys’ fees.  A trial
date has been set in April 2011.  We believe the termination of plaintiff's
brokerage was for proper cause.





We will
vigorously defend against the lawsuit discussed above.  While it is not
feasible to predict the exact outcome of the proceedings, in our opinion, it is
not likely that the foregoing proceeding would ultimately result in any
liability that would have a material adverse effect on our results of
operations, cash flows or financial position.  We have not established any
reserves for any potential liability relating to the foregoing litigation
matter.  However, litigation is subject to inherent uncertainties and
unfavorable rulings could occur.  If so, it could have a material adverse
impact on our Consolidated Financial Statements in future periods.





From time
to time we are subject to claims and litigation incurred in the ordinary course
of business.  In our opinion, the outcome of other pending legal
proceedings, separately and in the aggregate, will not have a material adverse
effect on our business operations, results of operations, cash flows or
financial condition.




NOTE 11 –
SHARE-BASED PAYMENTS





In March
2004 the Company adopted the ITEX Corporation 2004 Equity Incentive Plan (the
"2004 Plan"), for which 800 shares of common stock have been authorized for
issuance.  The 2004 Plan provides for the grant of incentive and
nonqualified stock options, restricted stock, and stock bonuses to the Company's
employees, directors, officers or consultants.





0 and 39
shares remained available for future grants under the 2004 Plan for the years
ended July 31, 2010 and 2009, respectively.




In
October 2009, the Company issued 39 restricted shares to the Company’s CEO,
valued at the grant date stock price of $3.40 per share, with a vesting period
of 3 years from the date of grant.  The grant is to be amortized to
compensation expense over the respective requisite service period of three
years.




60


In
December 2008, 18 shares of restricted common stock, valued at the grant date
stock price of $2.125, were issued to the Company’s three directors as
compensation for their services for the calendar year ending December, 31,
2009.  Those shares vested over the calendar year ending December 31, 2009
in twelve equal monthly installments.  The fair value of these shares as of
the grant date was $38.




We
account for share-based compensation in accordance with the related
guidance.  Under the fair value recognition provisions, we estimate
share-based compensation cost at the grant date based on the fair value of the
award.  We recognize that expense ratably over the requisite service period
of the award.




The
following table summarizes the components of stock based compensation including
warrants issued to a non-employee:




Year
      ended July 31,2010
                    
                    
                    2009Employee
      Compensation
                    
                    $
                    36
                    
                    
                    $
                    62Board
      Compensation
                    
                    
                    16
                    
                    
                    
                    58Warrants
      issued to Investor Relations Firm
                    
                    
                    -
                    
                    
                    
                    41Totals
                    
                    $
                    52
                    
                    
                    $
                    161





The
following table summarizes the granted, forfeited and vested shares of the 2004
Plan:




Number of Shares/OptionsAvailable
                        
                        
                        Shares Granted
                        
                        
                        Options GrantedBalance
      at July 31, 2008
                        
                        
                        57
                        
                        
                        
                        343
                        
                        
                        
                        -Granted
                        
                        
                        (18
                        )
                        
                        
                        18
                        
                        
                        
                        -Forfeited
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        -Balance,
      July 31, 2009
                        
                        
                        39
                        
                        
                        
                        361
                        
                        
                        
                        -Granted
                        
                        
                        (39
                        )
                        
                        
                        39
                        
                        
                        
                        -Forfeited
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        -Balance,
      July 31, 2010
                        
                        
                        -
                        
                        
                        
                        400
                        
                        
                        
                        -Vesting
      as of July 31, 2010:Shares
      Vested
                        
                        
                        
                        
                        
                        
                        371
                        
                        
                        
                        -Shares
      Unvested
                        
                        
                        
                        
                        
                        
                        29
                        
                        
                        
                        -Balance
      at July 31, 2010
                        
                        
                        
                        
                        
                        
                        400
                        
                        
                        
                        -




During
2008, we retained an outside company for investment advisory and financial
communications assistance.  As partial compensation, we granted the company
20 warrants with a seven year life.  We calculated the fair value of these
warrants using the Black-Scholes model with the following
assumptions:




61




AssumptionsContractual
      life (in years)
                  
                  
                  7Annualized
      volatility
                  
                  
                  73.09
                  %Dividend
      rate
                  
                  
                  0
                  %Average
      risk free interest rate
                  
                  
                  2.93
                  %




We
determined the fair value of these warrants was $66.  We defer the fair
value of the warrant issued and amortized the expense over the contractual
service period of thirteen months.





The
stock-based compensation expense, including the warrant issued to a
non-employee, charged against the results of operations was as
follows:





Year ended July 31,2010
                    
                    
                    2009Stock-based
      compensation expense included in:Corporate
      salaries, wages and employee benefits
                    
                    $
                    36
                    
                    
                    $
                    62Selling,
      general and administrative
                    
                    
                    16
                    
                    
                    
                    99Total
      stock-based compensation expense
                    
                    
                    52
                    
                    
                    
                    161





At July
31, 2010, 29 shares of common stock granted under the 2004 Plan remained
unvested.  At July 31, 2010, the Company had $97 of unrecognized
compensation expense, expected to be recognized over a weighted-average period
of approximately 27 months.





The
following is a summary of the warrants outstanding at July 31,
2010:




Number of
                    Warrants
                  
                  
                  Exercise Price
                  
                  Year of
                    ExpirationWarrants
                  
                  
                  20
                  
                  
                  $
                  4.75
                  
                  2015




NOTE 12 -
STOCKHOLDERS’ EQUITY





On May 3,
2010, the Company completed a 1 for 5 reverse stock split of its outstanding
common stock, par value $0.01 per share, pursuant to an amendment to its
Articles of Incorporation.    All common stock equity
transactions and per share amounts have been adjusted to reflect the reverse
stock split for all periods presented.





On March
9, 2010, the Company announced a $2,000 stock repurchase program, authorized by
the Board of Directors.  The program authorizes the repurchase of shares in
open market purchases or privately negotiated transactions, has no expiration
date and may be modified or discontinued by the Board of Directors at any
time.  A total of 5 shares were purchased for $19 in the year ended July
31, 2010.





The
Company has 5,000 shares of preferred stock authorized at $0.01 par value. 
No shares were issued or outstanding as of July 31, 2010 or
2009.


62





In
addition to our common stock activity described in Note 11 – Share-Based
Payments, to reduce the number of shares of our common stock outstanding,
we repurchased a total of 5 and 10 shares of ITEX common stock for $19 and $30
in 2010 and 2009, respectively.




NOTE 13 -
INCOME TAXES





Deferred
tax assets on our balance sheet primarily include Federal and State net
operating loss carry forwards (collectively “NOLs”) which are expected to result
in future tax benefits.  Realization of these NOLs assumes that we will be
able to generate sufficient future taxable income to realize these assets. 
Deferred tax assets also include temporary differences between the financial
reporting basis and the income tax basis of its assets and liabilities at
enacted tax rates expected to be in effect when such assets or liabilities are
realized or settled.





In
assessing the recoverability of deferred tax assets, we consider whether it is
more likely that some portion or all of the deferred tax assets will not be
realized.  The ultimate realization of deferred tax assets is dependent
upon the generation of future taxable income during the periods in which those
temporary differences are expected to be deductible.  We consider the
scheduled reversal of deferred tax liabilities, projected future taxable income
and projections for future taxable income over the periods in which the deferred
tax assets are expected to be deductible.





On July
31, 2010, we had NOLs of approximately $14,195 available to offset future
taxable income.  These are composed of approximately $12,290 from ITEX
operating losses and approximately $1,905 from BXI operating losses.  The
future utilization is recorded as a deferred tax asset given that management
believes it is more likely than not that we will generate future taxable
income.  We periodically assess the realizability of our available NOLs to
determine whether we believe we will generate enough future taxable income to
utilize some portion or all of the available NOLs.  During the fourth
quarter of 2010, we performed an assessment of our available NOLs because of an
additional year of increased profitability.  In that assessment, we
concluded that it was more likely than not that additional NOLs would result in
realizable deferred tax assets.  As of July 31, 2010 and 2009, we have no
valuation allowance on available Federal NOLs.





The
deferred tax assets recorded represent our estimate of all deferred tax benefits
to be utilized in the current year and future periods beyond 2010.  The
following table reflects the reconciliation of the company’s income tax
expense:





Year
      Ended July 31,2010
                        
                        
                        2009Pre-tax
      financial income
                        
                        $
                        1,557
                        
                        
                        $
                        1,027Federal
      tax expense computed at the statutory rate of 34%
                        
                        
                        529
                        
                        
                        
                        349State
      tax expense
                        
                        
                        61
                        
                        
                        
                        54Permanent
      and other differences
                        
                        
                        21
                        
                        
                        
                        18Net
      tax expense
                        
                        $
                        611
                        
                        
                        $
                        421




63




Our
income tax expense is composed of the following:





Year
      Ended July 31,2010
                  
                  
                  2009Deferred
      tax expense
                  
                  $
                  (519
                  )
                  
                  $
                  (343
                  )Current
      federal tax expense
                  
                  
                  (49
                  )
                  
                  
                  (21
                  )Current
      state tax expense
                  
                  
                  (43
                  )
                  
                  
                  (57
                  )Income
      tax expense
                  
                  $
                  (611
                  )
                  
                  $
                  (421
                  )





The tax
effects of temporary differences that give rise to significant portions of
deferred tax assets and liabilities at July 31, 2010 and 2009 are presented
below:





July
      31,2010
                  
                  
                  2009Deferred
      Tax Assets:Tax
      deductible BXI goodwill
                  
                  $
                  425
                  
                  
                  $
                  522Net
      operating loss carryforwards
                  
                  
                  5,172
                  
                  
                  
                  5,899Reserve
      for uncollectible receivables
                  
                  
                  135
                  
                  
                  
                  125Other
      temporary differences
                  
                  
                  386
                  
                  
                  
                  167$
                  6,118
                  
                  
                  $
                  6,713Deferred
      Tax Liabilities:Membership
      lists not deductible for tax
                  
                  $
                  81
                  
                  
                  $
                  169Media
      Intangibles
                  
                  
                  4
                  
                  
                  
                  1Unearned
      stock compensation
                  
                  
                  15
                  
                  
                  
                  6$
                  100
                  
                  
                  $
                  176Net
      deferred tax asset
                  
                  $
                  6,018
                  
                  
                  $
                  6,537The
      following components are included in net deferred tax assets in the
      accompanying balance sheets:Current
      Deferred Tax AssetsCurrent
      deferred tax asset
                  
                  $
                  1,033
                  
                  
                  $
                  745Current
      deferred tax liability
                  
                  
                  (15
                  )
                  
                  
                  (6
                  )Net
      current deferred tax asset
                  
                  $
                  1,018
                  
                  
                  $
                  739Non-Current
      Deferred Tax AssetsNon-current
      deferred tax asset
                  
                  $
                  5,085
                  
                  
                  $
                  5,968Non-current
      deferred tax liability
                  
                  
                  (85
                  )
                  
                  
                  (170
                  )Net
      non-current deferred tax asset
                  
                  $
                  5,000
                  
                  
                  $
                  5,798




ITEX
Federal NOLs of approximately $14,195 expire, if unused, from 2018 to
2023.  BXI Federal NOLs of approximately $1,905 expire, if unused, from
2020 to 2024 and are subject to an annual limitation of approximately
$172.  This limitation is equal to the long-term federal tax exempt rate
multiplied by the total purchase price of BXI.  Additionally, ITEX has
state NOLs for California totaling approximately $4,282 which, if unused, expire
from 2012 to 2015.  Additionally, the Company has AMT credits of $141 and
research and development credits of %5 available to offset future taxes
payable.


64




In
accordance with the accounting guidance surrounding the uncertainty in Income
Taxeswe have
recorded unrecognized tax liabilities of $279 as follows:





Year Ended July 31,2010Balance
      at July 31, 2009
                  
                  $
                  236Increases
      as a result of tax positions taken during 2009
                  
                  
                  -Increases
      as a result of tax positions taken in prior years
                  
                  
                  43Balance
      at July 31, 2010
                  
                  $
                  279





We file
income tax returns in the United States as well as various United States state
jurisdictions.  The tax years that remain subject to examination are 2007
through 2010 in the United States.  We also have available NOLs dating from
1998 which, when used, could be subject to examination by taxing
authorities.  We do not believe there will be any material changes in our
unrecognized tax positions over the next twelve months.





As of
July 31, 2010, accrued expenses for uncertain tax positions related primarily to
state jurisdictions on our consolidated balance sheet of $279 included $76 for
interest and penalties associated with unrecognized tax benefits.




NOTE 14 –
401(k) SAVINGS PLAN





Effective
January 1, 2006, we established a 401(k) plan offered to all of our full-time
employees.  Eligible employees may contribute, through payroll deductions,
up to the statutory limits.  This plan was terminated on December 31,
2009.  Prior to the termination, we matched each dollar a participant
contributes with a maximum contribution of six percent (6.0%) of a participant’s
eligible compensation.  We contributed approximately $21 and $82 to the
plan during 2010 and 2009, respectively.




NOTE 15 –
GOODWILL





As a
result of our acquisition of BXI in 2005, we recorded $1,689 in goodwill. 
In 2008, we recorded an additional $1,513 in goodwill as a result of our asset
purchase from Intagio which included $47 in acquisition costs.  We
subsequently reduced goodwill by $231 for sales of certain assets to existing
franchisees.  Pursuant to the terms of the BXI Agreement of Merger dated
June 30, 2005, to the extent we and our subsidiaries (including BXI) achieve
certain revenue targets during the first twelve full quarters following the
signing of the Merger Agreement, a maximum of $450 additional payments payable
based on earnings over these quarters (“BXI earnout”).





As of
July 31, 2008, we completed all earnout payments on the BXI earnout.  Total
BXI earnout payments we have made since the acquisition were $301.  On
August 1, 2008, we entered into a new agreement with Intagio to purchase certain
assets of a media services business.  At Closing, we paid Intagio the
purchase price for the August 1, 2008 transaction as well as a prepayment of
$150 to satisfy, in full, our maximum post-closing obligation to Intagio for the
Intagio earnout.  After this payment, we have no further earnout
obligations to Intagio.


65




In
October 2009, ITEX sold assets originally acquired in the 2007 Intagio
acquisition.  As part of the sale, ITEX allocated a pro rata portion of
membership list and goodwill to the sale in the amount of $76 and $36,
respectively.  The pro rata percentage amount for goodwill was calculated
using the relative fair value of the San Francisco corporate-owned office to the
estimated fair value of the ITEX network as a whole.  The pro rata
percentage amount of unamortized membership list was calculated using the amount
of the San Francisco corporate-owned office member transaction volume over the
total transaction volume of the retained members acquired in the 2007 Intagio
transaction.





Changes
to goodwill were as follows:





Year Ended July 31,2010
                  
                  
                  2009Beginning
      balance
                  
                  $
                  3,318
                  
                  
                  $
                  3,168Sale
      of SF Corporate owned office in Q1 2010
                  
                  
                  (36
                  )
                  
                  
                  -BXI
      earnout payment
                  
                  
                  -
                  
                  
                  
                  150Ending
      balance
                  
                  $
                  3,282
                  
                  
                  $
                  3,318





NOTE 16 –
SELECTED QUARTERLY FINANCIAL RESULTS (unaudited)




Year ended July 31, 2010
                    
                    First Quarter
                    
                    
                    Second
                      Quarter
                    
                    
                    Third
                      Quarter
                    
                    
                    Fourth
                      Quarter
                    
                    
                    TotalRevenues
                    
                    $
                    3,924
                    
                    
                    $
                    4,537
                    
                    
                    $
                    4,158
                    
                    
                    $
                    4,306
                    
                    
                    $
                    16,925Operating
      costs and expenses
                    
                    
                    3,584
                    
                    
                    
                    4,011
                    
                    
                    
                    3,737
                    
                    
                    
                    3,919
                    
                    
                    
                    15,251Operating
      income
                    
                    
                    340
                    
                    
                    
                    526
                    
                    
                    
                    421
                    
                    
                    
                    387
                    
                    
                    
                    1,674Other
      income - net
                    
                    
                    110
                    
                    
                    
                    (247
                    )
                    
                    
                    10
                    
                    
                    
                    10
                    
                    
                    
                    (117
                    )Income
      before taxes
                    
                    
                    450
                    
                    
                    
                    279
                    
                    
                    
                    431
                    
                    
                    
                    397
                    
                    
                    
                    1,557Income
      tax expense
                    
                    
                    173
                    
                    
                    
                    107
                    
                    
                    
                    162
                    
                    
                    
                    169
                    
                    
                    
                    611Net
      income
                    
                    $
                    277
                    
                    
                    $
                    172
                    
                    
                    $
                    269
                    
                    
                    $
                    228
                    
                    
                    $
                    946Net
      income per common shareBasic
                    
                    $
                    0.08
                    
                    
                    $
                    0.05
                    
                    
                    $
                    0.08
                    
                    
                    $
                    0.06
                    
                    
                    $
                    0.26Diluted
                    
                    $
                    0.08
                    
                    
                    $
                    0.05
                    
                    
                    $
                    0.08
                    
                    
                    $
                    0.06
                    
                    
                    $
                    0.26Weighted
      Average Shares outstanding:2010
      basic
                    
                    
                    3,571
                    
                    
                    
                    3,575
                    
                    
                    
                    3,575
                    
                    
                    
                    3,5752010
      diluted
                    
                    
                    3,571
                    
                    
                    
                    3,578
                    
                    
                    
                    3,581
                    
                    
                    
                    3,583Year
      ended July 31, 2009
                    
                    First Quarter
                    
                    
                    Second
                      Quarter
                    
                    
                    Third
                      Quarter
                    
                    
                    Fourth
                      Quarter
                    
                    
                    TotalRevenues
                    
                    $
                    3,899
                    
                    
                    $
                    4,365
                    
                    
                    $
                    3,981
                    
                    
                    $
                    4,257
                    
                    
                    $
                    16,502Operating
      costs and expenses
                    
                    
                    3,877
                    
                    
                    
                    4,130
                    
                    
                    
                    3,637
                    
                    
                    
                    3,831
                    
                    
                    
                    15,475Operating
      income
                    
                    
                    22
                    
                    
                    
                    235
                    
                    
                    
                    344
                    
                    
                    
                    426
                    
                    
                    
                    1,027Other
      income - net
                    
                    
                    (2
                    )
                    
                    
                    7
                    
                    
                    
                    12
                    
                    
                    
                    (16
                    )
                    
                    
                    1Income
      before taxes
                    
                    
                    20
                    
                    
                    
                    242
                    
                    
                    
                    356
                    
                    
                    
                    410
                    
                    
                    
                    1,028Income
      tax expense (benefit)
                    
                    
                    (25
                    )
                    
                    
                    108
                    
                    
                    
                    132
                    
                    
                    
                    206
                    
                    
                    
                    421Net
      income
                    
                    $
                    45
                    
                    
                    $
                    134
                    
                    
                    $
                    224
                    
                    
                    $
                    204
                    
                    
                    $
                    607Net
      income per common shareBasic
                    
                    $
                    0.01
                    
                    
                    $
                    0.04
                    
                    
                    $
                    0.06
                    
                    
                    $
                    0.06
                    
                    
                    $
                    0.17Diluted
                    
                    $
                    0.01
                    
                    
                    $
                    0.04
                    
                    
                    $
                    0.06
                    
                    
                    $
                    0.06
                    
                    
                    $
                    0.17Weighted
      Average Shares outstanding:2009
      basic
                    
                    
                    3,544
                    
                    
                    
                    3,551
                    
                    
                    
                    3,558
                    
                    
                    
                    3,5642009
      diluted
                    
                    
                    3,563
                    
                    
                    
                    3,572
                    
                    
                    
                    3,580
                    
                    
                    
                    3,565




66




NOTE 17 –
RELATED PARTY TRANSACTIONS





We have periodically engaged related
parties for consulting and contract services.  In aggregate, related party
transactions did not exceed $92 in the years ended July 31, 2010 or
2009.






NOTE 18 –
SUBSEQUENT EVENTS





On August
11, 2010, the Board of Directors of ITEX Corporation declared a cash dividend in
the amount of $0.025 per share, payable on September 20, 2010 to
stockholders of record as of the close of business on September 10,
2010.




67




Item
      9.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE





None.




Item
      9A(T).
            CONTROLS
      AND PROCEDURES





(a)
Disclosure controls and procedures.





Under the supervision and with the
participation of our management, including the Chief Executive Officer, who is
also the Interim Chief Financial Officer, we have evaluated the effectiveness of
our disclosure controls and procedures as required by Exchange Act Rule
13a-15(b) as of the end of the period covered by this report.  Based on
that evaluation, our CEO and Interim CFO concluded that our disclosure controls
and procedures were effective as of July 31, 2010.





(b)
Management’s Report on Internal Control over Financial Reporting.





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting for the Company.  Internal control over
financial reporting is a process to provide reasonable assurance regarding the
reliability of our financial reporting for external purposes in accordance with
accounting principles generally accepted in the United States of America. 
Internal control over financial reporting includes maintaining records that in
reasonable detail accurately and fairly reflect our transactions; providing
reasonable assurance that transactions are recorded as necessary for preparation
of our financial statements; providing reasonable assurance that receipts and
expenditures of company assets are made in accordance with management
authorization; and providing reasonable assurance that unauthorized acquisition,
use, or disposition of company assets that could have a material effect on our
financial statements would be prevented or detected on a timely basis. 
Because of its inherent limitations, internal control over financial reporting
is not intended to provide absolute assurance that a misstatement of our
financial statements would be prevented or detected.





During
the third quarter of fiscal 2010, we determined that we did not have an adequate
process level control in place to prevent the recording of serial orders in our
broker network that in the aggregate are large or unusual and which may not
ultimately be fulfilled.  This control deficiency did not result in any
material adjustments to the financial statements during the current year. 
Management discussed the deficiency and related corrective actions with the
Audit Committee and our independent registered public accounting firm.  We
believe we fully remediated the deficiency during the fourth quarter of 2010 by
implementing appropriate corrective measures and adopting additional monthly and
quarterly transaction reviews and control activities, which reduced to a remote
likelihood the possibility of a misstatement on our financial statements that
would not be prevented or detected..  These reviews and control activities
include  the timely review and monitoring of: (i) large transactions
for possible fulfillment issues; (ii) for large transactions conducted in
the ITEX Marketplace, the review of sales agreements and documents showing proof
of ownership or the right to sell the product or service; and (iii) freezing
member and/or broker accounts associated with any suspicious activity.





Management
conducted an assessment of the effectiveness of our internal control over
financial reporting based on the framework published by the Committee of
Sponsoring Organizations of the Treadway Commission, referred to as the Internal
Control—Integrated Framework.  Based on its assessment, management
concluded that  the Company’s internal control over financial
reporting was effective as of July 31, 2010.


68





This
Annual Report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by our
registered public accounting firm pursuant to rules of the Securities and
Exchange Commission that exempt non-accelerated filers from including auditor
attestation reports.





(c)
Changes in internal control over financial reporting.




Other
than actions we have taken to remedy the weakness identified above, there have
been no changes in our internal controls over financial reporting during our
most recent quarter that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.





Item
      9B.
            OTHER
      INFORMATION





Not
applicable.




PART
III


Item
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





Information
with respect to our Directors and executive officers may be found under the
captions “Election of Directors,” “Nominees for Election as Directors of ITEX
Corporation,” “Business Experience,” “Director Qualifications and Skills,” and
“Executive Officers” of our Proxy Statement for the Annual Meeting of
Shareholders (the “Proxy Statement”).  Information about our audit
committee financial expert, audit committee and other committees of the
Board may be found under the caption “Corporate Governance,” “Meetings and
Committees of the Board,” and “Director Qualifications and Nominations” in the
Proxy Statement.  This information is incorporated herein by
reference.





The
information in the Proxy Statement set forth under the caption “Section 16(a)
Beneficial Ownership Reporting Compliance” is also incorporated herein by
reference.





We have
adopted the ITEX Code of Ethics (the “Code of Ethics”), a code of ethics that
applies to our executive officers, including financial officers, and other
finance organization employees.  The Code of Ethics is publicly available
on our website at www.itex.com under
the Investor Relations tab.  If we make any substantive amendments to the
Code of Ethics or grant any waiver, including any implicit waiver, from a
provision of the code to our executive officers, we will disclose the nature of
such amendment or waiver on that website or in a report on Form
8-K.




Item
      11.
            EXECUTIVE
      COMPENSATION





The
information in the Proxy Statement set forth under the captions “Executive
Compensation” and “Compensation of Directors” is incorporated herein by
reference.




Item
      12.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS





The
information in the Proxy Statement set forth under the captions “Securities
Authorized for Issuance under Equity Compensation Plans” and “Security Ownership
of Certain Beneficial Owners and Management” is incorporated herein by
reference.




69




Item
      13.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE





The
information in the Proxy Statement set forth under the captions “Corporate
Governance,” “Meetings and Committees of the Board,” “Director Qualifications
and Nominations” and “Transactions with Related Persons” is incorporated herein
by reference.




Item
      14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES





Information
concerning principal accountant fees and services appears in the proxy statement
under the heading “Audit Related Matters,” and “Auditor Fees”  and is
incorporated herein by reference.




Item
      15.
            EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES





EXHIBIT
INDEX





Incorporated by ReferenceExhibit
              No.
            Exhibit Description
            Form
            SEC
              File
              No.
            Exhibit
            Filing Date
            Filed
              Herewith2.1
            Asset
      Purchase Agreement dated as of August 1, 2008, between ITEX Corporation
      and The Intagio Group, Inc.
            8-K
            000-18275
            2.1
            8/06/083.1
            Amended
      and Restated Articles of Incorporation of ITEX Corporation
            10-KSB
            000-18275
            3.1
            11/13/033.2
            Amended
      and Restated Bylaws of ITEX Corporation
            8-K
            000-18275
            3.2
            12/19/0810.1
            Form
      of Indemnification Agreement
            10-KSB
            000-18275
            10.9
            11/13/0310.2
            ITEX
      Corporation 2004 Equity Incentive Plan
            14A
            000-18275
            Appendix
      B
            2/13/0410.3
            Form
      of Restricted Stock Agreement
            8-K
            000-18275
            10.1
            7/10/0610.4
            Lease
      dated as of October 21, 2009
            8-K
            000-18275
            10.1
            11/20/0910.5
            Revolving
      Credit Agreement and Note, dated as of November 4, 2009
            8-K
            000-18275
            10.1
            11/12/09




70


Incorporated by ReferenceExhibit
              No.
            Exhibit Description
            Form
            SEC
              File
              No.
            Exhibit
            Filing Date
            Filed
              Herewith10.6
            Change
      in Control Agreement dated as of February 28, 2008 between Steven White
      and ITEX Corporation
            10-Q
            000-18275
            10.15
            3/03/0810.7
            Form
      of Employee Change in Control Agreement
            10-Q
            000-18275
            10.16
            3/03/0810.8
            Form
      of Senior Subordinated Secured Promissory Note of ITEX Corporation to The
      Intagio Group, Inc.
            8-K
            000-18275
            10.1
            8/06/0810.9
            Form
      of Security Agreement between ITEX and The Intagio Group,
    Inc.
            8-K
            000-18275
            10.2
            8/06/0821
            The
      only subsidiary of ITEX Corporation is BXI Exchange, Inc., a Delaware
      corporation31.1
            Certifications
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002
            
            
            
            
            P31.2
            Certifications
      of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002
            
            
            
            
            P32.1
            Certifications
      of Chief Executive Officer and Chief Financial Officer Pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002
            
            
            
            
            P




71




SIGNATURES





In accordance with Section 13 or 15(d)
of the Exchange Act, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.





ITEX
      CORPORATIONDate:
      October 20, 2010
            By:
            /s/ Steven WhiteSteven
      White, Chief Executive OfficerInterim
      Chief Financial OfficerDate:
      October 20, 2010
            By:
            /s/ Steven WhiteSteven
      White, Principal Accounting OfficerIn
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities an on
      the dates indicated.Date:
      October 20, 2010
            
            By:
            /s/ Steven
  WhiteSteven
      White, Chairman of the BoardDate:
      October 20, 2010
            
            By:
            /s/ John
WadeJohn
      Wade, DirectorDate:
      October 20, 2010
            
            By:
            /s/ Eric
BestEric
      Best, Director




72