



UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2006 
MERCHANDISE CREATIONS, INC. 
(Exact name of Registrant as specified in charter) 
Nevada 000-50983 20-1703887 
(State of Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 
8201 Towne Main Drive #1421 
Plano, Texas 75024 
(Address of Principal Executive Offices) (Zip Code) 
Registrant’s telephone number, including area code: (972) 987-5880 
(Former Name or Former Address, if Changed Since Last Report) 

UNITED STATES
ITEM
SECURITIES 1.01AND ENTRYEXCHANGE INTO A MATERIAL DEFINITIVE AGREEMENTCOMMISSION
On December 7
Washington, 2006, the Registrant closed a Note and Warrant Purchase Agreement (the “Agreement”) with Vision Opportunity Master Fund, LtdD. (“Vision”), pursuant to which the Registrant issued a secured convertible promissory note in the principal amount of $8,000,000 (the “Note”), payable in full on December 7, 2009C. The Note bears an interest rate of 5% per annum, payable in cash quarterly, commencing on March 1, 2007 and on the first business day of each subsequent three-month period. The Note is secured by all of the Registrant’s right, title and interest in and to all of its current and future assets including accounts receivable, personal and fixed property and intangible assets.20549






The Note may be converted, at any time and in whole or part, at the option of Vision, into such number of shares of common stock of the Registrant as is determined by dividing (x) that portion of the outstanding principal balance under the Note as of such date that Vision elects to convert by (y) the Conversion Price of $2.25 per share, provided, however, that the Conversion Price is subject to adjustment as described in the Note. In the event the Registrant completes a private placement of its common stock for aggregate gross proceeds of $12,000,000 (the “Mandatory Conversion Date”) or more, the outstanding principal amount of the Note plus all accrued and unpaid interest must be, at the option of Vision, either (A) converted into a number of fully paid and nonassessable shares of common stock of the Registrant equal to the quotient of (y) the principal amount of the Note plus
allFORM accrued and unpaid interest outstanding on the Mandatory Conversion Date divided by (z) the Conversion Price, or (B) exchanged for an amount in cash equal to the principal amount of the Note plus accrued and unpaid interest outstanding on the Mandatory Conversion Date. 8-K



In
CURRENT connection with the issuance of the Note, and for no additional consideration, the Registrant issued to Vision 1,777,777 Class A warrants, 1,777,777 Class B warrants and 3,555,555 Class J warrants, each of which is exercisable, following conversion of the note, into one share of common stock at $.01 per share for the A and B warrants and $2.25 per share for the J warrants. The A and B warrants expire in December 2011 and the J warrants expire in august 2011.REPORT
The
Pursuant Registrantto hasSection agreed13 toor register15(d) all of the securities underlying the note and the warrants with the Securities and Exchange Commission.Act of 1934



Item
Date 9.01of FinancialReport Statements(Date andof Exhibitsearliest event reported): March 21, 2007





Exhibit Number Name and/or Identification of Exhibit
INTELLIGENTIAS, INC. 
10.1 Note and Warrant Purchase Agreement
(Exact name of Registrant as specified in charter) 
10.2 Form of Convertible Note
Nevada 000-50983 20-1703887
10.3 Registration Rights Agreement
(State of Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
10.4 Escrow Agreement
303 Twin Dolphin Drive, 6th Floor 
10.5 Form of Series A Warrant
Redwood City, CA 94065 
10.6 Form of Series B Warrant
(Address of Principal Executive Offices) (Zip Code) 
10.7 Form of Series J Warrant
Registrant’s telephone number, including area code: (650) 641-4188 
8201 Towne Main Drive #1421 
Plano, TX 75024 
(Former Name or Former Address, if Changed Since Last Report) 




























 
 
 
2
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES



SIGNATURESIntelligentias, Inc. (OTCBB: ITLI) announced today that Vision Opportunity Master Fund, Ltd. (“Vision”) had converted its $8,000,000 Secured Convertible Demand Promissory Note (the “Note”), dated December 7, 2006, issued by the Registrant into 18,181,818 restricted shares of the Registrant’s common stock pursuant to the provisions of the Note.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2

MERCHANDISE CREATIONS , INC.
(Registrant)
Signature	Title	Date
/s/ Robert Turner	President and CEO	December 11, 2006
Robert Turner
/s/ Robert Turner	Secretary	December 11, 2006
Robert Turner
/s/ Robert Turner	Chief Financial Officer	December 11, 2006
Robert Turner

SIGNATURES

3 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INTELLIGENTIAS, INC.
(Registrant)

Signature	Title	Date

/s/ Ian Rice	Chairman and CEO	March 21, 2007
Ian Rice

/s/ Luigi Caramico	President	March 21, 2007
Luigi Caramico

/s/ Robert Turner	Secretary	March 21, 2007
Robert Turner

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2006
MERCHANDISE CREATIONS, INC.
(Exact name of Registrant as specified in charter)
Nevada	000-50983			20-1703887
(State of Other Jurisdiction of Incorporation)	(Commission File Number)			(IRS Employer Identification No.)
8201 Towne Main Drive #1421
Plano, Texas		75024
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code:			(972) 987-5880
(Former Name or Former Address, if Changed Since Last Report)

Exhibit Number	Name and/or Identification of Exhibit
INTELLIGENTIAS, INC.
10.1	Note and Warrant Purchase Agreement
(Exact name of Registrant as specified in charter)
10.2	Form of Convertible Note
Nevada	000-50983			20-1703887
10.3	Registration Rights Agreement
(State of Other Jurisdiction of Incorporation)	(Commission File Number)			(IRS Employer Identification No.)
10.4	Escrow Agreement
303 Twin Dolphin Drive, 6th Floor
10.5	Form of Series A Warrant
Redwood City, CA		94065
10.6	Form of Series B Warrant
(Address of Principal Executive Offices)		(Zip Code)
10.7	Form of Series J Warrant
Registrant’s telephone number, including area code:			(650) 641-4188
8201 Towne Main Drive #1421
Plano, TX 75024
(Former Name or Former Address, if Changed Since Last Report)

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