UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal year ended September 30, 2010.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-16423
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ISA INTERNATIONALE INC.
(Exact name of Smaller Reporting Company as specified in its charter)
Delaware 41-1925647
(State of Incorporation) (I.R.S. Employer Identification No.)
2564 Rice Street, St. Paul, MN 55113
(Mailing address of principal executive offices)
Issuer's telephone number (651) 484-9850
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Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $.0001 par value OTC Bulletin Board
(Title of each class) (Name of each exchange on which registered)
Indicate by check mark whether the registrant (1) filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act 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 [X] No []
Indicate by check mark if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-K contained in this form, and no
disclosure will 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. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in the Exchange Act Rule 12d-2). Yes [] No [X]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12B-2 of the Exchange Act. Yes [] No [X]
State issuer's revenues for its most recent fiscal year: $346,629
State the aggregate market value of the voting and non-voting common stock
held by non-affiliates of the Registrant computed by reference to the price
at which the common stock was sold, or the average bid and asked price of
such common stock, as of a specified date within the past 60 days (See
definition of affiliate in Rule 12b-2 of the Exchange Act):
The aggregate market value of the issuer's common stock held by non-
affiliates of the registrant was $129,287 as of January 13, 2011, based upon
the average bid price of $.05 as defined in the prior paragraph.
State the number of shares outstanding of each of the Issuer's classes of
common equity and preferred equity as of the latest practicable date:
As of January 14, 2011, the issuer had 23,999,612 shares of common stock
outstanding.
There are 1,489,000 shares issued and outstanding of the issuer's cumulative
and convertible Series A preferred stock, par value $.0001 as of January 13,
2011, convertible into common shares at the rate of 10 common shares for each
preferred share for a total of 14,890,000 common shares or an exchange common
price of $.10 per share. The preferred shares shall be convertible to common
shares at any time upon the option of the holder, Doubletree Capital
Partners, Inc., a related party. The preferred shares bear a dividend rate of
12% per annum, dividends payable quarterly or annually at the option of the
Company, and cumulative in amount until such time as they are paid to the
holder by the Company.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
Transitional Small Business Disclosure Format: Yes [] No [X]
TABLE OF CONTENTS
Page
PART I
Item 1. Description of Business 4
Item 1A. Risk Factors 7
Item 1B. Unresolved Staff Comments 13
Item 2. Description of Property 14
Item 3. Legal Proceedings 14
Item 4. Submission of Matters to a Vote of Security Holders 14
PART II
Item 5. Market for Common Equity and Related Stockholder Matters 15
Item 6. Selected Financial Data 17
Item 7. Management's Discussion and Analysis 18
Item 7A Quantitative and Qualitative Disclosures About Market Risk 24
Item 8. Financial Statements and Supplementary Data 24
Index to Audited Financial Statements 24
Report of Independent Registered Public Accounting Firm 25
Consolidated Financial Statements 26-29
Notes to Consolidated Financial Statements 30-40
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 41
Item 9A. Controls and Procedures 41
Item 9B. Other Information 42
PART III
Item 10. Directors, Executive Officers, and Corporate Governance 43-44
Item 11. Executive Compensation 45
Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters 46
Item 13. Certain Relationships and Related Transactions 47
Item 14. Principal Accounting Fees and Services 48
PART IV
Item 15. Exhibits 49
Index to Exhibits, Form 10-K 49
Signatures 489
PART I
Item 1. DESCRIPTION OF BUSINESS
As used herein, the terms "ISAI" or "ISAT", the trading symbol of the Company
and the "Company" refer to ISA Internationale Inc. unless the context
indicates otherwise.
1A. Corporate History, Organization and Recapitalization
ISA Internationale Inc. (the Company or ISAI) was incorporated in Delaware in
1989 under a former name, and was inactive operationally for some time prior
to its May 1998 recapitalization through an acquisition of Internationale
Shopping Alliance Incorporated (Internationale), which was a wholly owned
subsidiary of ISAI. This subsidiary was acquired when the former shareholders
of Internationale acquired 89% of the outstanding common stock of ISAI
through a stock exchange. ISAI issued 11,772,600 shares of its common stock
in exchange for all of the outstanding common stock of Internationale. This
transaction was effected as a reverse merger for financial statement and
operational purposes. Accordingly, ISAI regards its inception as being the
incorporation of Internationale on October 7, 1997. Subsequent to this
reverse merger, the name of Internationale Shopping Alliance Incorporated was
changed to ShoptropolisTV.com, Inc (Shoptropolis).
The primary business strategy of Shoptropolis was to develop a multimedia
home shopping network for the purpose of offering in-home shoppers a
convenient electronic shopping experience through broadcast television,
cable, satellite or the Internet, and featuring a broad diversity of high
quality, moderately priced, unique consumer products.
ISAI incorporated its precious metals subsidiary, International Strategic
Assets, Inc. (ISA), in March 1999. The primary business of ISA was outbound
direct telemarketing sales of precious commodities, primarily including gold,
silver, platinum and palladium in bullion form including bars and coins of
various types and face amounts.
On May 19, 2000, ISAI sold ISA to an individual who was an officer and
director of ISAI. In December 2000, due to a lack of capital, the Company
concluded no further efforts would be expended to develop its planned
shopping network and the disposal of the Shoptropolis subsidiary was approved
by the Board of Directors. Shoptropolis was sold on March 29, 2001.
In May 2005, the Company consummated its first purchase of performing, sub-
performing and non-performing consumer receivables. These portfolios
generally consist of one or more of the following types of consumer
receivables:
- charged-off receivables -- accounts that have been written-off by the
originators and may have been previously serviced by collection
agencies;
- sub-performing receivables -- accounts where the debtor is currently
making partial or irregular monthly payments, but the accounts may have
been written-off by the originators; and are currently being serviced by
collection agencies;
- performing receivables - accounts where the debtor is making regular
payments or pays upon normal and customary procedures to collection
agencies.
The Company has acquired these receivables at a significant discount to the
amount actually owed by the debtors from a group of Companies in California.
The receivables purchased represented a portion of distressed debt the
companies owned and previously purchased as distressed consumer debt
receivables. The Company outsources its collections to one or more carefully
selected collection agencies and actively monitors collection and servicing
strategies accordingly. Due to various problems and characteristics of the
distressed debt portfolios purchased by the Company, no conclusive statistics
of collection by the Company can be realistically discerned to facilitate the
development of reliable collection assumptions as to the amount of income
that can ultimately result from these debt portfolios. Hence the Company does
not utilize the "interest method" in accounting for its investment in finance
receivables under FASB ASC 310. Accordingly, the Company recognizes income
from the collection of its portfolios using the "cost recovery" method.
Profit is recognized only after it has collected the full purchase price less
impairment write-downs, for the portfolios purchased during the period from
May 18, 2005 to present. For the current fiscal year ended September 30 ,
2010 the Company purchased a portfolio for $25,007.72 and subsequently sold
most of the portfolio for $23,056.67. In August 2010 the Company purchased
two new portfolios at a cost of $23,313.39. During the prior fiscal year
ended September 30, 2008, the Company purchased two new portfolios at a cost
of $372,559. Inventory carrying values of debt receivables totaled $280,810
on September 30, 2010 compared to $314,423 as of September 30, 2009.
Receivable Inventory values have been reduced by gross amounts collected.
Our collection activities are summarized under note 1.a Nature of Business in
the Notes to Consolidated Financial Statements. The Company began collecting
third party receivables in August 2009 and earned $346,628 in fee revenue on
that activity at year end September 30, 2010.
Industry Overview and Trends
The purchasing, servicing and collection of charged-off, sub-performing and
performing consumer receivables is a rapidly expanding industry driven by:
- levels of consumer debt;
- charge-off and delinquency rates of the underlying receivables;
- utilization of third-party agency collection service providers; and
- increasing use of computer technology to improve productivity in the
collection process.
As a result of the difficulty experienced by the originating lending
institutions in collecting these past due receivables and the desire to focus
on their core businesses and to generate accelerated cash revenue from these
receivables, originating institutions are increasingly electing to sell these
portfolios through a network of brokers in the debt collection industry. ISAI
uses these brokers to purchase debt receivable portfolios.
Credit Industry Trends
According to the U.S. Federal Reserve Board, the total outstanding consumer
credit balance increased 103% in the 10 years from $1.222 trillion at August
1997 to $2.588 trillion at September 2008. Then, total consumer credit
outstanding peaked in the fourth quarter of 2008 at $2.592 trillion. During
2009 total consumer credit outstanding decreased 4.4% and decreased at an
annual rate of 3.9% in the first quarter of 2010. In the second and third
quarters of 2010 consumer credit decreased 3.3% and 1.5% respectively.
Consumer credit totals increased 0.6% in September and 1.75% October 2010
reversing a downward trend since 2009. During 2009, revolving credit
decreased at an annual rate of 9.6% and non-revolving credit decreased at an
annual rate of 1.2%. The 2008 to 2010 recession has had a significant impact
on the amount and quality of the revolving consumer and commercial debt
outstanding directly affecting our industry. Not only has it reduced the
supply of receivables to collect, it has also made those receivables more
difficult to collect due to declining income levels of consumers and reduced
profits for businesses.
Recent statistics from the Federal Reserve showed net charge-off rates for
consumer loans for Banking Credit Card Lenders at 8.39% for the third quarter
of 2010 compared to a rate of 10.03% for the third quarter of 2009 indicating
a recent improvement in credit quality in the last quarter.
As a result of the difficulty in collecting these past due receivables and
the desire of originating institutions to focus on their core businesses and
to generate revenue from these receivables, originating institutions are
increasingly electing to sell these portfolios. ISAT believes there is more
opportunity to expand its business as the debt collection industry matures
and grows but sees challenges ahead as a result of changing global economic
factors.
The consumer credit industry is becoming more complex and technology oriented
every year with new products being offered to consumers, lending
institutions, and the debt collection industry. The number of Debit card
transactions has now surpassed the number of credit card transactions. The
total dollar value of transactions will continue to be dominated by credit
cards because the average transaction size is more than double the average
debit card transaction. Because of security concerns on the internet,
alternative payment methods such as PayPal, Amazon, and Moneta offer
consumers the option to make purchases without using credit cards. Walk-in
bill payments have become more prevalent, growing at a rate of 2% to 3% a
year, with companies such as CheckFreePay, Western Union, and Moneygram
offering consumers convenient ways to pay bills and cash checks.
Our Company feels we have an opportunity to purchase more credit card debt at
favorable rates as more consumers experience difficulty paying their credit
card debt and banks and financial companies watch their charge-off and
delinquency rates rise significantly.
Strategy
The Company's current business strategy is to acquire additional portfolios
and develop in-house collections capabilities with its own collection staff
and related call centers. The Company needs to secure additional suitable
financing for purchases of portfolios. The Company received new financing
from a related party in 2008 and the Company will continue developing
strategies to acquire new financing including conversion of debt to equity.
Competition in the industry
The business of collecting distressed consumer receivables is highly
competitive and we expect competition from new and existing companies will
increase. The Company will be competing with other purchasers of consumer
receivables, including third-party collection companies and other financial
services companies. Many of our competitors are larger, more established and
have substantially greater financial, technological, personnel and other
resources than we have, including greater access to capital sources and
markets.
Personnel
Mr. Bernard L. Brodkorb is the ISAI President, Chief Operating Officer, Chief
Financial Officer, and Chairman of the Board. He also serves as a consultant
to the Company and is a Certified Public Accountant. The Company currently
has on its staff a supervisor of our third party collections and seven full
and part-time collectors as employees. Also on the date of this report, the
Company has one additional administrative full time employee and one
accountant retained as an independent consultant. Additional contractors and
staff persons are used part-time. Formerly all collection efforts were
performed by outside third party agencies.
Item 1A IMPORTANT RISK FACTORS
The following factors are important and should be considered carefully in
connection with any evaluation of the Company's business, financial
condition, results of operations and prospects. Additionally, the following
factors could cause the Company's actual results to materially differ from
those reflected in any forward-looking statements of the Company.
Business Ventures
The Company completed a purchase of collection consumer debt receivables in
2005 in exchange for 1,250,000 restricted common shares of the Company valued
at $1,094,900 and became operational in the consumer debt collection
business. Additionally the Company purchased debt receivables of $372,559 in
2008 and $48,321 in 2010. A portfolio valued at $23,057 was returned to the
seller in 2010 and recorded as a sale. The Company intends to purchase
additional portfolios of distressed consumer debt receivables in the future.
The Company is executing its operational and marketing strategy to further
develop this business venture. ISAC has successfully launched it's third
party collection operation and added ten employees.
The Company's prospects for its new business ventures must be considered in
light of the many risks, expenses and difficulties encountered frequently by
companies in the financial services industry.
Major risks include, but are not limited to, an evolving business model and
the overall effective management of future growth. To address the many
startup risks and difficulties the Company has encountered, it must in the
future have the ability to successfully execute any of its operational and
marketing strategies that it may develop in any new business venture. There
would be no assurance the Company would be successful in addressing the many
risks and difficulties it could encounter. The failure to do so would
continue to have a material adverse effect on the Company's business,
prospects, financial condition and results of any operations it pursues or
tries to develop within the financial services industry. There can be no
assurance ISAI can find and attract new capital for this new business venture
and other new business ventures and if successful, in finding sufficient
capital it can successfully grow and manage the business or new business
venture into a profitable and successful operation.
Other Risk Factors
We may not be able to purchase consumer receivable portfolios at favorable
prices or on sufficiently favorable terms or at all and our success depends
upon the continued availability of consumer receivable portfolios that meet
our purchasing criteria and our ability to identify and finance the purchases
of such portfolios.
The availability of consumer receivable portfolios at favorable prices and on
terms acceptable to us depends on a number of factors outside of our control,
including:
- the continuation of the growth trend in the level of consumer debt which
has been impacted in 2009-2010 by a recessionary economy;
- the continued volume of consumer receivable portfolios available for
sale; and
- competitive factors affecting potential purchasers and sellers of
consumer receivable portfolios.
We have seen at certain times the market for acquiring consumer receivable
portfolios becoming more competitive, possibly diminishing our ability to
acquire such receivables at attractive prices in the future.
The growth in US consumer debt which peaked in 2008 was affected by:
- a slowdown in economic activity and declining stock market values;
- reductions in consumer spending and increasing unemployment;
- changes in the underwriting criteria by loan originators; and
- changes in laws and regulations governing consumer lending.
Any slowing of the consumer debt growth trend could result in a decrease in
the availability of consumer receivable portfolios for purchase that could
affect the purchase prices of such portfolios. Any increase in the prices we
are required to pay for such portfolios in turn will reduce the profit, if
any, we generate from such portfolios.
Because of the nature of our business, our quarterly operating results may
fluctuate, which may adversely affect the market price of our common stock.
Our results may fluctuate as a result of any of the following:
- the timing and amount of collections on our consumer receivable
portfolios;
- our inability to identify and acquire additional consumer receivable
portfolios at a reasonable cost;
a decline in the estimated value of our consumer receivable portfolios;
- increases in operating expenses associated with the growth of our
operations or legal expenses;
- and general economic market conditions.
We may not be able to recover sufficient amounts on our consumer receivable
portfolios to recover the costs associated with the purchase of those
portfolios and to fund our operations.
In order to operate profitably over the long term, which we have not yet been
able to do since our inception, we must continually purchase and collect on a
sufficient volume of receivables to generate revenue that exceeds our costs.
Our ability to recover on our portfolios and produce sufficient returns can
be negatively impacted by the quality of the purchased receivables. In the
normal course of our portfolio acquisitions, some receivables may be included
in the portfolios that fail to conform to certain terms of the purchase
agreements and we may seek to return these receivables to the seller for
payment or replacement receivables. However, we cannot guarantee that any of
such sellers will be able to meet their payment obligations to us. Accounts
that we are unable to return to sellers may yield no return. If cash flows
from operations are less than anticipated as a result of our inability to
collect sufficient amounts on our receivables, our ability to satisfy our
debt obligations, purchase new portfolios and our future growth and
profitability may be materially adversely affected.
We are subject to intense competition for the purchase of consumer receivable
portfolios and, as a result of this competition, if we are unable to purchase
receivable portfolios, our profits, if any, will be limited.
We will be competing with other purchasers of consumer receivable portfolios,
third-party collection agencies and other financial services companies
managing consumer receivable portfolios. We compete on the basis of
reputation, industry experience and performance. Some of our competitors have
greater capital, personnel and other resources than we have. The possible
entry of new competitors, including competitors that historically have
focused on the acquisition of different asset types, and the expected
increase in competition from current market participants may reduce our
access to consumer receivable portfolios. Aggressive pricing by our
competitors could raise the price of consumer receivable portfolios above
levels that we are willing to pay, which could reduce the number of consumer
receivable portfolios suitable for us to purchase or if purchased by us,
reduce the profits, if any, generated by such portfolios. If we are unable to
purchase receivable portfolios at favorable prices our revenues and earnings
could be materially reduced.
Failure of our third party recovery partners to adequately perform collection
services could materially reduce our revenues and our profitability, if any.
While we have greatly expanded the number of states we are licensed to do
collections in, we are still dependent upon outside collection agencies to
service our consumer receivables in states we are not licensed in. Any
failure by our third party recovery partners to adequately perform collection
services for us or remit such collections to us could materially reduce our
revenues and our profitability. In addition, our revenues and profitability
could be materially adversely affected if we are not able to secure
replacement recovery partners and redirect payments from the debtors to our
new recovery partner promptly in the event our agreements with our third-
party recovery partners are terminated, our third-party recovery partners
fail to adequately perform their obligations or if our relationships with
such recovery partners adversely change.
During times of economic recession, the amount of defaulted consumer
receivables generally increases, which contributes to an increase in the
amount of personal bankruptcy filings. Under certain bankruptcy filings, a
debtor's assets are sold to repay credit originators, but since the defaulted
consumer receivables we purchase are generally unsecured we often would not
be able to collect on those receivables. We cannot assure you that our
collection experience would not decline with an increase in bankruptcy
filings or during periods of recessionary economic activity.
If our actual collection experience with respect to a defaulted consumer
receivables portfolio is significantly lower than we projected when we
purchased the portfolio, our earnings could be negatively affected. We may
not be able to continue our operations if we are unable to generate funding
from third party financing sources.
If we are unable to access external sources of financing, we may not be able
to fund and grow our operations. The failure to obtain financing and capital
as needed would limit our ability to purchase consumer receivable portfolios
and achieve our growth plans.
We will possibly use estimates for recognizing revenue on a portion of our
consumer receivable portfolio investments and our earnings would be reduced
if actual results are less than estimated.
The loss of any of our executive officers may adversely affect our operations
and our ability to successfully acquire receivable portfolios.
Our Chairman and President, and additional consultants are responsible for
making substantially all management decisions, including determining which
portfolios to purchase, the purchase price and other material terms of such
portfolio acquisitions. These decisions are instrumental to the success of
our business. The loss of these services by these individuals could disrupt
our operations and adversely affect our ability to successfully acquire
receivable portfolios until such time as replacement expertise can be found
and utilized in the Company management process.
Federal, state and municipal laws, rules, regulations and ordinances may
limit our ability to recover and enforce our rights with respect to the
receivables acquired by us. These laws include, but are not limited to, the
following federal statutes and regulations promulgated thereunder and
comparable statutes in states where consumers reside and/or where creditors
are located:
- the Fair Debt Collection Practices Act;
- the Federal Trade Commission Act;
- the Truth-In-Lending Act;
- the Fair Credit Billing Act;
- the Equal Credit Opportunity Act; and
- the Fair Credit Reporting Act.
Additional laws may be enacted that could impose additional restrictions on
the servicing and collection of receivables. Such new laws may adversely
affect the ability to collect the receivables.
Because the receivables were originated and serviced pursuant to a variety of
federal and/or state laws by a variety of entities and involved consumers in
almost all 50 states, there can be no assurance that all original servicing
entities have at all times been in substantial compliance with applicable
law. Additionally, there can be no assurance that we or our recovery partners
have been or will continue to be at all times in substantial compliance with
applicable law. The failure to comply with applicable law could materially
adversely affect our ability to collect our receivables and could subject us
to increased costs and fines and penalties. In addition, our third-party
recovery partners may be subject to these and other laws and their failure to
comply with such laws could also materially adversely affect our revenues and
earnings.
Certain originators and recovery partners in the consumer credit industry
have been subject to class actions and other litigation. Claims include
failure to comply with applicable laws and regulations and improper or
deceptive origination and servicing practices. If we become a party to such
class action suits or other litigation, our results of operations and
financial condition could be materially adversely affected.
If a significant portion of our shares available for resale are sold in the
public market, the market value of our common stock could be adversely
affected.
Sales of a substantial number of shares of our common stock in the public
market could cause a decrease in the market price of our common stock. We had
23,999,612 shares of common stock issued and outstanding as of the date of
this Form 10-K report.
If a significant portion of the outstanding shares of ISAI were sold in the
public market, the market value of our common stock could be adversely
affected.
History of Losses and Anticipated Further Losses
ISAI has generated limited revenue to date and has an accumulated deficit as
of September 30, 2010 of $10,305,243. The Company expects losses to continue
until its operations generate revenues at appropriate margins to recover our
costs and achieve profitability. There can be no assurance the Company will
ever have its future operations prove commercially successful or will
establish any means of generating revenues at appropriate margins to achieve
profitability.
Need for Additional Financing
The Company's current capital resources are not sufficient to support the
Company's anticipated day-to-day operations. As such, the Company must obtain
significant additional capital in order to support the Company's anticipated
day-to-day operations and settle the debt incurred by ISAI during its past
operations until it establishes a means of generating revenues at appropriate
margins to achieve profitability.
The debt collection business the Company recently entered into is being
analyzed and appropriate business strategy models are being developed. The
Company still needs to secure additional financing and is investigating new
financing strategies.
The Company currently has an agreement with Doubletree Capital Partners, Inc.
(hereinafter referred to as the financial company or DCP) to loan the Company
at the financial company's sole discretion, funds to meet its day-to-day
operational expense and settle certain debts incurred by ISAI. The financial
company is owned by two individuals, one of which is ISAI's current
President, CEO and Chairman of the Board of Directors.
The financial company (DCP) has produced its best efforts to help the Company
resolve, consolidate, and reorganize the Company's present debt structure and
contractual liabilities. Additional financing from DCP is contemplated by the
Company, but such financing is not guaranteed and is contingent upon pending
successful settlement of the Company's problems with various creditors. There
is no assurance the Company will be able to obtain additional capital. There
can be no assurance additional financing from DCP will be available when
needed by the Company, or that such capital will be available on terms
acceptable to the Company. If the Company is unable to obtain financing
sufficient to meet its operating and development needs, the Company will be
unable to develop and implement a new business strategy or continue its
operations. As a result of the Company's history of operating losses and its
need for significant additional capital, the reports of the Company's
consolidated financial statements for the year ended September 30, 2010
include an explanatory paragraph concerning the Company's ability to continue
as a going concern.
Reliance on Key Personnel
The Company's future success will be dependent upon the ability to attract
and retain executive officer(s) and certain other key persons. The inability
to attract such individuals or the loss of services of one or more of such
persons would have a material adverse effect on ISAI's ability to implement
its current plans or continue its operations. There can be no assurance the
Company will be able to attract and retain qualified personnel as needed for
its business control by existing management.
One principal shareholder, Doubletree Capital Partners, Inc., a related party
corporation owned 50% by the Company's President and 50% by an affiliated
stockholder, beneficially owns approximately 89.90% of ISAI's outstanding
common stock as of September 30, 2010 and accordingly has complete control of
the business and development, including the ability to manage all operations,
establish all corporate policies, appoint future executive officers,
determine management salaries and other compensation, and elect all members
of the Board of Directors of ISAI.
Effects of Trading in the Over-the-Counter Market
The Company's common stock is traded in the over-the-counter market on the
OTC Electronic Bulletin Board under the symbol ISAT. Consequently, the
liquidity of the Company's common stock may be impaired, not only in the
number of shares that may be bought and sold, but also through delays in the
timing of transactions, and coverage by security analysts and the news media
may also be reduced. As a result, prices for shares of the Company's common
stock may be lower than might otherwise prevail if the Company's common stock
were traded on a national securities exchange or listed on the NASDAQ Stock
Market. Further, new eligibility standards and rules for broker dealers who
make a market in shares listed on the OTC Election Bulletin Board may limit
the number of brokers willing to make a market in the Company's common stock.
Limited Market For Securities
There is a limited trading market for the Company's common stock, which is
not listed on any national stock exchange or the NASDAQ stock market. The
Company's securities are subject to the "penny stock rules" adopted pursuant
to Section 15(g) of the Securities Exchange Act of 1934, which applies to
non-NASDAQ companies whose common stock trades at less than $5 per share or
has tangible net worth of less than $2,000,000. These "penny stock rules"
require, among other things, that brokers who sell covered "penny stock" to
persons other than "established customers" complete certain documentation,
make suitability inquiries of investors and provide investors with certain
information concerning trading in the security, including a risk disclosure
document and quote information under certain circumstances.
Many brokers have decided not to trade "penny stock" because of the
requirements of the "penny stock rules" and, as a result, the number of
broker-dealers willing to act as market makers in such securities is limited.
There can be no assurance that an established trading market will develop,
the current market will be maintained or a liquid market for the Company's
common stock will be available in the future.
Item 1B Unresolved Staff Comments
The Company has received no written comments regarding its periodic or
current reports from the staff of the Securities and Exchange Commission that
were issued 180 days or more preceding the end of its fiscal year ended
September 30, 2010 and that remain unresolved.
Item 2. DESCRIPTION OF PROPERTY
The principal executive office of the Company is located at 2564 Rice St.,
St. Paul, MN 55113. The President of ISAI, rents office space to the Company
for a monthly charge of $2,550. The Company doubled our occupied space in
2009 to accommodate our expanded collection staff.
Item 3. LEGAL PROCEEDINGS
The Company is attempting to settle litigation involving former principal
owners of the California collection companies named Harrison Asset
Management, Inc., Money Asset Management, Inc., and Cash Asset Management,
Inc., to recover losses sustained by the Company in its execution of an
agreement to purchase assets of those companies. The Company is actively
pursuing this case in cooperation with the United States Bankruptcy Court,
Central District of California, San Fernando Valley Division in which we
retained our inventory portfolio and stock used to purchase portfolio assets
from the California collection companies named above in exchange for a
settlement fee paid to the Bankruptcy Court.
The Company has a pending adversary complaint in the United States Bankruptcy
Court, Southern District of California against one of the principals of
collection companies located near Los Angeles, CA, related to the above cases
pending in the Central District, San Fernando Valley of California.
Other than the above cases and the normal litigation procedures involving
collection activity as part of our operations, the Company is not a party to
any other pending legal or administrative proceeding, and is not aware of any
threatened litigation or administrative proceeding being considered against
the Company. In addition, there is no material proceeding to which any
director, officer or affiliate of the issuer, any owner of record or
beneficially of more than 5% of any class of voting securities of the
Company, or security holder is a party adverse to the Company or has a
material interest adverse to the Company.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fiscal year ended September 30, 2010, there were no submissions of
any matters to a vote of the Company's security holders.
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market, Holders and Dividends
The Company's Common Stock traded publicly on the NASDAQ Over-The-Counter
Electronic Bulletin Board (OTCBB) under the symbol "ISAI" since May 11, 1998
to January 21, 2004. From January 22, 2004 to present it has traded under the
symbol "ISAT". Information provided regarding periods prior to January 2001
is not an indication an active market existed for the Company's common stock
during such periods. Further, there can be no assurance the current market
for the Company's common stock will be sustained or grow in the future.
The following Table sets forth the high and low bid closing prices for the
Company's Common Stock as reported by the OTC Bulletin Board during this
period of time. These bid quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commission and may not represent actual
transactions.
YEAR QUARTER HIGH BID LOW BID
2009 October 1 to December 31, 2008 $0.20 $0.05
2009 January 1 to March 31, 2009 $0.10 $0.05
2009 April 1 to June 30, 2009 $0.10 $0.05
2009 July 1 to September 30, 2009 $0.25 $0.05
2010 October 1 to December 31, 2009 $0.10 $0.05
2010 January 1 to March 31, 2010 $0.07 $0.05
2010 April 1 to June 30, 2010 $0.07 $0.05
2010 July 1 to September 30, 2010 $0.25 $0.05
For the period ending September 30, 2010, there were approximately 4
beneficial owners and approximately 338 registered holders of record of the
Company's common stock.
The Company has not declared or paid any cash dividends on its common stock
since its inception and does not anticipate declaring or paying any such
dividends on its common stock in the foreseeable future. To date, the Company
has incurred losses and presently expects to retain its future earnings to
finance development and expansion of its business. The declaration of
dividends is within the discretion of the Board of Directors of the Company.
There are no current restrictions limiting the Company's ability to pay
dividends if the Company becomes profitable.
The Company has not purchased any equity securities for the period ending
September 30, 2010. It currently holds 1,250,000 shares as treasury stock.
There are no securities authorized for issuance under equity compensation
plans or options to purchase securities in effect.
Sales History of Unregistered Securities
The following information includes a history of all securities sold by the
Company from October 2008 to present:
B.1 On August 31, 2009, ISA Acceptance Corporation issued 22,400 shares of
Series A 12% Preferred Stock, par value $25.00 to the Newman Foundation in
exchange for loans and accrued interest due to the creditor from the
subsidiary.
B.2 On September 30, 2009, the Company issued 306,000 shares of Series A 12%
Cumulative Convertible Preferred Stock, par value $0.0001 to Doubletree
Capital Partners, Inc. for an equivalent value of loans, consulting fees and
related expenses paid.
B.3 The Board, effective as of September 30, 2009, repriced the 12%
Cumulative Convertible Preferred Stock outstanding to an effective conversion
rate of 10 common shares for each preferred share or a common price of $.10
per share.
B.4 On December 31, 2009, the Company issued 175,000 shares of Series A 12%
Cumulative Convertible Preferred Stock, par value $0.0001 to Doubletree
Capital Partners, Inc. for an equivalent value of loans, consulting fees and
related expenses paid.
B.5 On March 31, 2010, the Company issued 160,000 shares of Series A 12%
Cumulative Convertible Preferred Stock, par value $0.0001 to Doubletree
Capital Partners, Inc. for an equivalent value of loans, consulting fees and
related expenses paid.
B.6 On June 30, 2010, the Company issued 163,000 shares of Series A 12%
Cumulative Convertible Preferred Stock, par value $0.0001 to Doubletree
Capital Partners, Inc. for an equivalent value of loans, consulting fees and
related expenses paid.
B.7 On September 30, 2010, the Company issued 75,000 shares of Series A 12%
Cumulative Convertible Preferred Stock, par value $0.0001 to Doubletree
Capital Partners, Inc. for an equivalent value of loans, consulting fees and
related expenses paid.
As a result of the above issuances of common and preferred stock, the total
outstanding common shares of the parent Company as of September 30, 2010
totals 23,999,612 common shares, $.0001 par value, and 1,489,000 shares
outstanding of 12% Cumulative Convertible Preferred Stock, $.0001 par value.
The 1,489,000 preferred shares would convert into 14,890,000 common shares at
the average rate of 10 common shares for each preferred share outstanding or a
equivalent common price of $.10 per share. No stock repurchase transactions
have occurred during the reporting period
Item 6. Selected Financial Data
The following tables summarize our consolidated financial data as of and for
the last four fiscal years ended September 30, 2010 derived from our audited
consolidated financial statements. The selected financial data presented
should be read in conjunction with our consolidated financial statements,
related notes, and other financial information included elsewhere in this and
prior year reports.
Year Ended September 30,
2010 2009 2008 2007
Operations Statement Data:
Finance income $ 138,427
Collection fee income 163,689 4,746 0 0
Service and Other income 44,513 0 6 0
Total Revenue $ 346,629 4,746 6 0
Costs and Expenses:
Collection costs 524,356 146,846 36,539 510,287
General and administrative 380,403 355,633 333,060 450,824
Impairments 0 0 0 0
Interest expense 17,393 82,982 36,480 38,276
Total expenses 922,152 585,461 406,079 540,127
Net Gain from extraordinary item 537,500
Income before income taxes (575,523) (580,709) (406,079) (2,627)
Provisions for income taxes 0 0 0 0
Net loss (575,523) (580,709) (406,079) (2,627)
Basic net loss per share (0.024) (0.02) (0.017) (0.00)
Dividends to Pref Shareholders 140,183 73,200 50,382 0
Other Financial Data:
Cash collections 58,878 173,548 106,154 151,452
Return on average assets (1) (1.52) (1.29) (1.04) (0.01)
Return on average shareholders'equity (0.81) (4.43) (3.02) (0.01)
Dividends declared per share 0 0 0 0
Balance Sheet data:
Total assets 382,515 371,055 526,936 252,107
Total liabilities 276,559 126,148 509,828 134,596
Total shareholders' equity 643,454 782,407 554,608 117,511
Less: Treasury Stock (537,500) (537,500) (537,500) 0
Shareholders' equity 105,954 244,907 17,108 117,511
(1) The return on average assets is computed by dividing net income by
average total assets for the fiscal year. The return on average stockholders'
equity is computed by dividing net income by the average stockholders' equity
for the fiscal year. Both ratios have been computed using beginning and year
end balances.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
Forward Looking Statements
The information herein contains certain forward looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities and Exchange Act of 1934, as amended, which are
intended to be covered by the safe harbors created thereby. Investors are
cautioned that all forward-looking statements involve risks and
uncertainties, including, without limitation, the ability of the Company to
continue its present business strategy which will require it to obtain
significant additional working capital, changes in costs of doing business,
identifying and establishing a means of generating revenues at appropriate
margins to achieve profitability, changes in governmental regulations and
labor and employee benefits and costs, and general economic and market
conditions. Such risks and uncertainties may cause the Company's actual
results, levels of activity, performance or achievements to be materially
different from those future results, levels of activity, performance or
achievements expressed or implied by such forward-looking statements.
Although the Company believes that the assumptions and expectations reflected
in these forward-looking statements are reasonable, any of the assumptions
and expectations could prove inaccurate or not be achieved, and accordingly,
there can be no assurance that the forward-looking statements included in
this Form 10-K will prove to be accurate. In view of the significant
uncertainties inherent in these forward looking statements, their inclusion
herein should not be regarded as any representation by the Company or any
other person that the objectives, plans, and projected business results of
the Company will be achieved. Generally, such forward-looking statements can
be identified by terminology such as "may," "anticipate," "expect," "will,"
"believes," "intends," "estimates," "plans," or other comparable terminology.
Overview
ISAI was incorporated in Delaware in 1989 under a former name, and was
inactive operationally for some time prior to its May 1998 recapitalization
through an acquisition of Shoptropolis, which was a wholly owned subsidiary
of ISAI. ISAI acquired its home shopping network business through such
purchases, after which the former shareholders of this subsidiary acquired
89% of the outstanding common stock of ISAI through a stock exchange. ISAI
issued 11,772,600 shares of its common stock in exchange for all of the
outstanding common stock of ShoptropolisTV.com, Inc. This transaction was
effected as a reverse merger for financial statement and operational
purposes, and accordingly, ISAI regards its inception as being the
incorporation of ShoptropolisTV.com, Inc. on October 7, 1997. ISAI's strategy
from December 2000 to 2005 was the restructuring of its financial affairs and
forming an operating company.
On August 18, 2004, ISAI created a subsidiary corporation that later changed
its name to ISA Financial Services, Inc. (ISAF). ISAF is a holding parent
company to ISA Acceptance Corporation (ISAC) formed on July 20, 2005 to serve
as our operating company subsidiary. In June 2008, ISA Acceptance
Corporation expanded its operations to include an in-house collection staff
and added $16.3 million in face value portfolios to its inventory of debt
receivables concentrating its efforts in the financial services industry,
specifically in the debt collection business. In June 2009 ISAC further
expanded it's personnel and capabilities to include third party collections
primarily in the State of Minnesota.
Results of Operations for the Twelve Months ended September 30, 2010.
Sales and Gross Profit
No collection or sales revenues were recognized from collections efforts from
the purchased portfolios for the twelve month period ended September 30, 2009
because the Company uses the "cost recovery method" for revenue recognition.
Until such time as the entire cost of the purchased portfolios is recovered
or written off, no income will be recognized as collection revenue. We
reported $163,689 in fee income from our third party collections for the
period ending September 30, 2010.
Operating and Interest Expenses
Collection costs increased from $146,846 for the prior fiscal year ended
September 30, 2009 to $524,356 for fiscal year ended September 30, 2010. This
reflects the increase in our in-house collection efforts and start up costs
for our collection company.
General and administrative expenses were $380,403, for the twelve months
ended September 30, 2010, an increase of 6.9% from the prior year of
$355,633. These expenses for the fiscal year were principally for office
occupancy, telephone charges, consulting costs ($254,731), management
consulting fees ($90,000), accounting ($48,165), and legal fees ($4,900).
Interest expenses decreased to $17,393 in the twelve months ended September
30, 2010 from $82,982 for the twelve months ended September 30, 2009.
Legal and settlement costs increased to $4,900 for the year ended September
30, 2010 compared to $4,278 for the prior year. The Company reached an
agreement with its legal counsel for services rendered during the year ended
September 30, 2008.
The President's and management company (DCP) consulting fees for the year
ended September 30, 2010 were a non-cash expense of $75,000 and he did not
draw any cash salary expense. Another Management consultant received $15,000
in fees in fiscal year ended September 30, 2010
No impairment charge expense against the carrying value of the collections
portfolio inventory was recorded in the period ending September 30, 2010.
Management has done an impairment analysis as of September 30, 2010. Based
upon the analysis made, no impairment charge is considered necessary. All
portfolios of distressed debt under control by the Company have been reviewed
and management believes the carrying value at September 30, 2010 is
reasonable and fair in its presented valuation.
The Company discontinued recording interest expense due on previously non-
converted and defaulted convertible debt obligations of the Company in the
fourth quarter ended September 30, 2009. The Company was not successful in
converting this debt to equity shareholdings for two remaining debenture
holders. The liability for these Debenture notes has been removed from our
books as of September 30, 2010 and assumed by the indemnification agreement
with Doubletree Liquidation Corporation. The Company does not have the cash
liquidity to redeem these notes and the statute of limitation on these debts
has been exceeded.
The Company anticipates new operating expenses in future periods for our
collection company in addition to the direct costs of third party
collections. Additional expenses are being incurred for office, telephone,
consulting and legal and professional expenses relating to additional debt
portfolio acquisitions and business operations in the in-house debt
collection.
Comments on Income and Expenses
An operating net loss of $558,130 was recorded for the fiscal year ended
September 30, 2010. The operating loss for the fiscal year ended September
30, 2009 comprised of an operating loss of $497,733. Our operating loss in
2010 was essentially the same as 2009 primarily due to:
1. Collection costs increased for the year ended September 30, 2010 over the
prior year by $377,510 due to increased collection activity and the addition
of a new third party collection operation.
2. Interest costs decreased by $65,589 for the fiscal year ended September
30, 2010 over the prior year Interest expense for the year ended September
30, 2010 was $17,393 compared to $82,982 for the year ended September 30,
2009. For the year ended September 30, 2009, $15,707 in interest expense was
accrued for defaulted convertible debentures, and $16,093 from related-party
convertible notes. ISAC incurred new notes during the fiscal year to finance
portfolio purchases and accrued $49,859 in interest for these notes. The
Company incurred $1,323 in miscellaneous interest costs.
$573,000 in loans to a related party were converted to Preferred Common Stock
during the fiscal year ended September 30, 2010. During fiscal year ended
September 30, 2009 $306,000 in loans to a related party were converted to
Preferred Common Stock. This has the effect of reducing our interest costs
but increases our dividend payable expense for the fiscal years ended
September 30, 2010 and 2009. The loans payable to a related party have an
accrued annual rate of 12% and the Preferred Stock has an accrued dividend
payable quarterly at an annual rate of 12%. Preferred stock dividend expense
is not included in our reported Net Loss but is included in our net loss
attributable to common shareholders. The table below summarizes our interest
and dividend expense for the last three years.
Fiscal year ended September 30,
2010 2009 2008
Interest expense $17,393 $82,982 $36,480
Preferred Stock Dividend expense 140,183 73,200 50,382
General and Administrative expense for the year ended September 30, 2010
increased 6.9 % to 380,403 from $355,633 for the prior year. The Company has
significantly reduced it's legal expenses over the last two years. For the
year ended September 30, 2010 administrative legal expense was $4,900
compared to $4,278 for the year ended September 30, 2009.
Liquidity and Capital Resources
For the fiscal year ended September 30, 2010, the Company raised $425,873
from secured demand notes payable from a related investor compared to
$116,604 from secured demand notes payable from a related investor for the
fiscal year ended September 30, 2009. The demand loans bear interest at the
rate of 12% per annum and are collateralized by all the assets of the
Company. These secured demand notes accrued interest in the amount of $6,470
during the fiscal year ended September 30, 2010. During the fiscal year ended
September 30, 2010, these notes, the interest accrued, and stock dividends in
the amount of $140,183 were redeemed by the Company by issuing 573,000
shares in 12% Cumulative and Convertible Series A Preferred Stock, par value
$.0001, valued at $1.00 per share to the financing company. At September 30,
2009 these notes, interest accrued totaling $232,697 plus stock dividends
issued totaling $73,200 were redeemed by the Company issuing 306,000 shares
in 12% Cumulative and Convertible Series A Preferred Stock, par value $.0001,
valued at $1.00 per share to the financing company.
The Company received net collections from its distressed debt portfolios of
$138,427 for the fiscal year ended September 30, 2010. No revenues were
recorded for the fiscal year ended September 30, 2009. The Company is
experiencing growth again in net collections due to debt portfolios acquired
in 2008. However, the Company will need additional sources of financing to
sustain current level of operations and purchase additional portfolio
inventory. The Company believes the higher quality of our new portfolio
purchases plus the establishment of our in-house collection agency will
improve our net collections next year.
As of September 30, 2010, the Company had current assets of $51,544
consisting of $41,512 in cash, $4,500 in prepaid expenses, $532 in trade
receivables due from its third party collector, and a $5,000 deposit with a
vendor. At the same time, the Company had $209,294 in current liabilities
consisting of $163,819 in accounts payable, $23,311 in notes payable, related
party, current portion, $18,447 in credit lines payable, $3,379 in other
notes payable current portion, and demand secured notes and interest payable
to a related party of $338. In 2009 the Company converted $522,173 and
$37,827 in cash loan proceeds and accrued interest payable to an investor
used to finance portfolio additions. The Company had a working capital
deficit of $157,750as of September 30, 2010 compared to $101,960 as of
September 30, 2009.
The Company's current capital resources are not sufficient to support its
development and operations. New capital and loans will be necessary to
support the ongoing operation of the Company's general and administrative
expenses and interest expenses currently being incurred. The Company cannot
continue its existence without full and complete reorganization effort of all
of its financial affairs and obligations. The Company is currently utilizing
the cash collections being received from the gross collections on its
purchased debt collection portfolios, however, the cash collections being
generated are not yet sufficient to support its future development of the
financial services business strategy being developed as well as the overhead
costs associated with the month to month operations of a public company.
The Company is seeking additional sources of debt or equity financing other
than additional convertible notes payable issued by a related party. Until
new financing needs are solidified, the Company cannot provide assurances as
to its future viability or its ability to prevent the possibility of filing a
bankruptcy petition, either voluntary or involuntary, by any creditor of the
Company. As a result of the Company's history of operating losses and its
need for significant additional capital, the reports of the Company's
independent auditors' on the Company's financial statements for the twelve
months ended September 30, 2010 and 2009 include explanatory notes concerning
the Company's ability to continue as a going concern.
Income Tax Benefit
The Company has an income tax benefit from net operating losses, if any,
which is available to offset any future operating profits. None of this
benefit was recorded in the accompanying financial statements as of September
30, 2010. Federal tax laws impose significant restrictions on the utilization
of net operating loss carry-forwards in the event of a change in ownership of
the Company which constitutes an "ownership change", as defined by the
Internal Revenue Code, Section 382. The Company's net operating loss carry-
forward will be subject to the above limitations.
Cash Flows and Expenditures
During the year ended September 30, 2010, the Company collected $138,427 in
gross collections on it's portfolios and $163,689 in third party collection
fees. After direct collections costs were applied and related verification
costs, the Company had a net loss of $177,727 from portfolio collections and
third party collections. The Company incurred additional start up costs
related to increased level of staffing and operations.
During the year ended September 30, 2008, the Company acquired two new
distressed debt receivable portfolios. The Company collected $106,164 in
gross collections during the year. After the collections fees were applied
and related verification costs, the Company received, on a net basis, $26,702
from portfolio collections.
During the year ended September 30, 2007, the Company collected $151,452 in
gross collections through that date. After the collections fees were applied
and related verification costs, the Company received, on a net basis,
$100,425 from portfolio collections.
The Company currently utilizes outside collection agencies for the collection
of the distressed debt receivables and utilizes law firms on a contingency
basis.
Portfolio Data
The following table shows the Company's portfolio buying activity during the
two years ended September 30, 2010 and 2009, including the purchase price,
impairment write downs, actual cash collections and estimated future cash
collections value.
Year ended Year ended
9/30/2010 9/30/2009
---------- ---------
Beginning of Year Carrying Value: $ 314,423 487,971
Purchase Price Actual Cost (1): $ 48,321 0
Sales of Portfolios (23,057) 0
Impairment Write downs (3) 0 0
Collections Reduction to Portfolio Value (58,877) (173,548)
--------- ----------
End of Year Carrying Value: 280,810 314,423
========= ==========
Gross Collections on portfolios (2) 58,877 173,548
--------- ----------
Estimated Future Collection Values (4): $369,109 $494,431
(1) Purchase price refers to the cost paid to a seller to acquire defaulted
receivables, plus certain capitalized expenses, less the purchase price
refunded by the seller due to the return of non-compliant accounts (also
defined as buybacks). Non-compliant refers to the contractual representations
and warranties between the seller and the buyer. These representations and
warranties from the sellers generally cover account holders' death or
bankruptcy and accounts settled or disputed prior to sale. The seller has the
option to replace or repurchase these accounts.
(2) Actual cash collections, net of third party recovery costs.
(3) The Company will take an impairment charge if the actual recoveries fall
short of expected recoveries or the Company determines the portions of the
portfolio carrying value requires a write down in value due to worthlessness
of portions of the portfolio.
(4) Total estimated future collection values refers to management's estimate
of the amount potentially remaining to be collected, including cash sales of
portfolios over the next five years.
Inflation
The Company's management believes inflation has not had a material impact on
our results of operations for the years ended September 30, 2010 and 2009.
Critical Accounting Policies
The Company utilizes the cost recovery method under guidance provided by FASB
ASC 310 to determine income recognized on finance receivables. The Company
has determined we cannot reasonably estimate the timing of the cash flows
from our portfolio receivables collections to effectively utilize the
interest method of revenue recognition under FASB ASC 310.
Under the cost recovery method of revenue recognition, the Company does not
recognize profit until our original investment cost in the portfolio has been
recovered by gross collections less write-offs and impairments. Some profit
has been reported by the Company since we began collecting on our own
portfolios in 2005 where we have fully recovered our investment at cost.
Currently our accounting procedure is to reduce the carrying inventory asset
value by the gross amount collected before fees and other collection costs
are subtracted. Once the portfolio is fully amortized we may begin to report
profit. We will continue to obtain and use appropriate input data including
monthly collection data and liquidation rates to evaluate our performance and
project future cash flows from our portfolios of receivables.
Other Going Concern matters
One remaining officer, Bernard L. Brodkorb, is currently managing the
Company. The Company is still in default under the terms of its obligation to
make quarterly interest payments of certain defaulted convertible 12%
debentures issued between September 1999 and June 2000. The debentures in
default total $200,000 in principal and $192,801 in related accrued interest
expense as of September 30, 2010. No cash interest payments were ever made by
the Company on the debentures.
The Company and its financial partner are no longer attempting to convert the
remaining $200,000 in defaulted debenture notes to common shares. We have
also discontinued accruing interest expense on these notes. These debentures
and related accrued interest classified as current liabilities are offset by
a corresponding receivable under the indemnification agreement between
Doubletree Liquidation Corporation (DLC) and the company whereby DLC agreed
to assume these and other certain liabilities of ISAI. The company's position
is it is no longer directly liable for these notes except as a guarantor
having sold the debt instruments to DLC through the indemnification
agreement.
Item 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to various forms of market risk in the normal course
of business. We could be affected by changes in market interest rates which
would increase our operating costs and cash flows. ISAI does not invest in
high risk investments such as financial derivatives, or commodity
instruments. We are currently seeking additional sources of financing through
issuance of debt and equity offerings and the success of those offerings
could be impacted by market developments.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The following consolidated financial statements of ISA Internationale Inc.
and its wholly owned subsidiaries, the notes thereto and Independent
Auditors' Reports thereon required by this item are included herein indicated
by the following index:
Index to Audited Financial Statements Page
Report of Independent Registered Public Accounting Firm---------------25
Consolidated Balance Sheets as of September 30, 2010 and 2009---------26
Consolidated Statements of Operations for the twelve months ended
September 30, 2010 and 2009-----------------------------------------27
Consolidated Statement of Stockholders' Equity for the twelve months
ended September 30, 2010 and 2009 ----------------------------------28
Consolidated Statements of Cash Flows for the twelve months ended
September 30, 2010 and 2009 ----------------------------------------29
Notes to Consolidated Financial Statements-------------------------30-40
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
ISA Internationale Inc.
St. Paul, Minnesota
We have audited the accompanying consolidated balance sheets of ISA
Internationale Inc. and subsidiaries as of September 30, 2010 and 2009, and
the related consolidated statements of operations, 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 financial statements based on our audit.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall 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 ISA Internationale Inc. and subsidiaries as of September 30, 2010 and 2009
and the results of its consolidated operations and cash flows for the years
then ended in conformity with accounting principles generally accepted in the
United States of America.
The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in note 2 to the
consolidated financial statements, the Company has suffered recurring losses.
These matters raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also described in
note 2. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ De Joya Griffith & Company, LLC
Henderson, NV
January 13, 2011
ISA INTERNATIONALE INC. and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Audited) (Audited)
Sept 30, 2010 Sept 30, 2009
ASSETS --------------------------------
Current assets:
Cash and cash equivalents $ 41,512 17,545
Trade receivables 532 920
Prepaid expenses 4,500 723
Deposits 5,000 5,000
------------ -----------
Total current assets 51,544 24,188
Fixed assets, at cost less accumulated depreciation
of $13,891 and $4,517, respectively 50,161 24,814
Other assets:
Finance contract receivables, net of collections 280,810 314,423
Note receivable - 7,600
Other assets - 30
----------- ----------
Total assets $ 382,515 371,055
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable - trade and taxes $ 163,819 117,404
Credit lines payable 18,447 7,932
Notes payable other current portion 3,379 -
Notes payable Related Party current portion 23,311 -
Convertible notes payable - related party 338 812
----------- ----------
Total current liabilities 209,294 126,148
Long-Term Liabilities
Notes payable Related Party 54,676 -
Notes payable Other-Long term portion 12,589 -
--------- ----------
Total Liabilities 276,559 126,148
-------- ----------
Stockholders' Equity:
Preferred 12% cumulative convertible stock,
par value $.0001; 30,000,000 shares authorized,
1,489,000 shares issued and outstanding at September
30, 2010 and 916,000 shares issued and outstanding
at September 30, 2009 149 92
Preferred stock of ISA Acceptance Corporation
par value $25 per share, 12% dividend rate
paid quarterly, 50,000 shares authorized,
22,400 issued and outstanding at September 30, 2010
and 2009 560,000 560,000
Common stock, par value $.0001; 300,000,000
shares authorized; 23,999,612 shares issued and
outstanding at September 30, 2010 and 23,999,612
at September 30, 2009 2,400 2,400
Additional paid-in capital 10,386,150 9,809,451
Treasury stock 1,250,000 shares (537,500) (537,500)
Accumulated deficit (10,305,243) (9,589,536)
----------- -----------
Total stockholders' equity 105,954 244,907
----------- -----------
Total liabilities and stockholders' equity $382,515 371,055
=========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
ISA INTERNATIONALE INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Audited) (Audited)
Twelve Months Ended Twelve Months Ended
September 30, 2010 September 30, 2009
------------------- -------------------
Operating revenues
Finance income $ 138,427 $ 0
Third party collections 163,689 4,746
Service income and other 44,513 0
----------- -----------
Total Operating Revenue 346,629 4,746
Operating expenses:
Portfolio collection costs 524,356 146,846
General and administrative 380,403 355,633
------------ -----------
Operating expenses 904,758 502,478
------------ -----------
Operating loss (558,130) (497,733)
Other income (expense):
Interest income - 6
Interest expense (17,393) (82,982)
------------ -----------
Net loss $ (575,523) (580,709)
============ ===========
Dividends to Preferred Shareholders (140,183) (73,200)
============ ===========
Net loss attributable to common shareholders $ (715,707) (653,909)
Basic loss per share $ (0.03) (0.03)
============ ===========
Weighted Average common shares outstanding:
Basic 23,999,612 23,999,612
============ ===========
Dividends per share of common stock none none
Dividends per share of preferred stock 0.09 0.08
The accompanying notes are an integral part of these consolidated financial statements.
ISA INTERNATIONALE INC. and SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
TWELVE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009
Convertible Stock Treasury Additional
Preferred Par Common Stock Par Stock Paid-in Accumulated
Shares Value Shares Value Value Capital Deficit Total
---------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Balance September 30,2008 610,000 $61 23,999,612 $2,400 (537,500) $9,487,775 $(8,935,628) $17,108
Indemnification agreement additional
interest for debenture holders 15,707 15,707
Preferred Stock Dividend to a
Related party (73,200) (73,200)
Issuance of Preferred convertible
stock, Par value $.0001 in exchange
for secured debt to a related party 306,000 31 305,969 306,000
Issuance of 22,400 shares Preferred stock
of ISA Acceptance Corporation at
$25 per share par value in exchange
for secured Debt to a related party 22,400 560,000 560,000
Net loss (508,709) (508,709)
-----------------------------------------------------------------------------------------------
Balance September 30,2009 938,400 560,092 23,999,612 $2,400 (537,500) $9,809,451 $(9,589,536) $244,907
============================================================================================
Indemnification agreement additional
interest for debenture holders 3,756 3,756
Preferred Stock Dividend to a
Related party (140,183) (140,183)
Issuance of Preferred convertible
stock, Par value $.0001 in exchange
for secured debt to a related party 573,000 57 572,943 573,000
Net loss (575,523) (575,523)
-----------------------------------------------------------------------------------------------
Balance September 30, 2010 1,511,400 560,149 23,999,612 $2,400 (537,500) 10,386,150 (10,305,245) $105,954
============================================================================================
The accompanying notes are an integral part of these consolidated financial statements.
ISA INTERNATIONALE INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(AUDITED) (AUDITED)
Twelve Months Ended Twelve Months Ended
September 30, 2010 September 30, 2009
------------------ -----------------
Cash flows from operations:
Net loss $ (575,523) (580,709)
Adjustments to reconcile net loss from operations
to cash flow used in operating activities:
Depreciation and amortization 9,404 2,030
Reduction of debt receivable purchase price
on gross collections received 58,878 173,548
Interest on contributed capital 3,756 15,707
Changes in assets and liabilities:
Decrease in Trade account receivables 388 1,090
Decrease in note receivable 7,600 -
Increase in Deposits and prepaid expenses (3,777) (5,723)
Increase in Accounts payable and accrued expenses 46,416 20,600
Increase in Accrued interest payable, related party - 27,279
---------- ----------
Cash used in operations (452,861) (346,178)
---------- ----------
Cash flow from investing activities:
Debt receivables purchased (25,264) -
Purchase of fixed assets (34,722) (23,830)
---------- --------
Cash investing activities (59,986) (23,830)
----------- ----------
Cash flows from financing activities
Proceeds from bank line of credit 38,756 38,659
Payments for bank line of credit (28,240) (30,727)
Proceeds from notes payable, related party 93,955 120,613
Proceeds from convertible debt issued to
related party (474) 0
Net Proceeds from Issuance of convertible debt 432,817 232,697
---------- ----------
Cash provided by financing activities 536,814 361,242
---------- ----------
Net increase (decrease) in cash and cash equivalents 23,967 (8,766)
Cash and cash equivalents, beginning of period 17,545 26,311
---------- ----------
Cash and cash equivalents, end of period 41,512 17,545
========== ==========
Interest paid 17,393 82,982
Non-cash investing in financing transactions:
Payment of secured loans and accrued interest with
Preferred stock to related party 573,000 306,000
Accrued stock dividend expense (140,183) (73,200)
Payment of convertible debt and accrued interest
thereon with preferred stock in ISAC to related party - 560,000
Additional paid in capital for indemnification
agreement 3,756 15,707
---------- ----------
Total non-cash transactions $ 436,573 $ 808,507
========== ==========
The accompanying notes are an integral part of these consolidated financial
statements.
ISA INTERNATIONALE INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TWELVE MONTHS ENDED SEPTEMBER 30, 2009 and 2008 (Audited)
1.) NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
1.a) NATURE OF BUSINESS
ISA Internationale Inc. (the Company or ISAI) was incorporated on June 2,
1989, under the laws of the State of Delaware under a former name and became
a reporting publicly held corporation on November 15, 1999. On May 8, 1998,
Internationale Shopping Alliance Incorporated ("Internationale"), a Minnesota
corporation, was merged with the Company, a Delaware corporation, pursuant to
a merger agreement dated April 23, 1998. Upon consummation of the merger,
Internationale became a wholly owned subsidiary of the Company. During 2000,
the Company sold its International Strategic Assets, Inc. subsidiary and
discontinued the operations of its ShoptropolisTV.com subsidiary. Since then,
it's related financial partner, Doubletree Capital Partners LLC, has
internally reorganized the Company's financial affairs and changed its
direction to distressed debt collection in the financial services industry.
These consolidated financial statements include the parent Company, ISA
Internationale, Inc., its wholly owned subsidiary, ISA Financial Services,
Inc. (formerly ISA Acquisition Corporation), and further its wholly owned
subsidiary, ISA Acceptance Corporation. As a result of a distressed consumer
debt receivable contract that commenced on May 18, 2005 and completed in
September 2005, the Companies currently operate as debt collection companies.
The Company accounts for its debt receivables revenue under the guidance of
FASB ASC 310 utilizing the optional method commonly referred to as the "cost
recovery method" for revenue recognition under which no profit is recognized
until the original investment amount has been recovered less adjustments for
impairments and write-offs.
In the event projected cash collections are inadequate to amortize the
carrying balance and the resulting estimated remaining fair market value of
the remaining portfolio debt receivables were to be less than the carrying
value, an impairment charge would need to be taken with a corresponding write
off of the "impaired" or deficient receivable carrying value with a
corresponding charge to impairment expense of the Company at that time.
The agreements to purchase the aforementioned receivables include general
representations and warranties from the sellers covering account holder death
or bankruptcy, and accounts settled or disputed prior to sale. The
representation and warranty period permitting the return of these accounts
from the Company to the seller is typically 90 to 180 days. Any funds
received from the seller of debt receivables as a return of purchase price
are referred to as buybacks. Buyback funds are simply applied against the
debt receivable balance received. They are not included in the Company's cash
collections from operations nor are they included in the Company's cash
collections applied to principal amount. Gains on sale of debt receivables,
representing the difference between sales price and the unamortized value of
the debt receivables, are recognized when debt receivables are sold. The
Company has concluded its amortized costs are not in excess of fair market
value. Therefore, no impairment for the finance receivables was needed at
September 30, 2010.
1.b) Presentation
The Consolidated Balance Sheet at September 30, 2010 and 2009 combine the
balance sheets of the two subsidiary companies with the parent company,
condenses small accounts, and eliminates intercompany balances and offsetting
contra accounts.
1.c) USE OF ESTIMATES
The preparation of the consolidated financial statements is in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.
1.d STOCK BASED COMPENSATION AT FAIR VALUE
Significant estimates of the fair value of the Company's common stock were
computed under FASB ASC 718-30, Compensation - Stock-Based Compensation. The
valuations were based upon the Company's estimates of the goods or services
or transactional related value of consideration received by the Company.
Since no established market exists for the Company's common shares, the
Company used alternative valuations of estimates for consummated agreements
and approved actions for preferred stock issuances by the Company through
September 30, 2010 to the related party financial company.
1.e) REVENUE RECOGNITION
Portfolio collection revenue is recognized based on FASB ASC 310 using the
"Cost Recovery Method" under which profits are only recognized after the
initial investment cost has been recovered.
In July 2009 the Company commenced offering third party collection services
for our Clients. We collect their receivables for a percentage fee of gross
collections. Currently we are specializing in medical debt collections but
may expand to other industries in the future. We recognize revenue based on
the fees generated by actual collections for the month. Some types of
collections may have a higher percentage fee than the normal rate. Fee income
is invoiced to our Clients every month for the month collections and booked
in the month it is collected. Funds received are held in a trust account
until disbursed to the client and our Company per contractual agreement. We
are a licensed and bonded collection agency.
1.f) CASH AND CASH EQUIVALENTS
The Company considers all highly liquid debt instruments and other short term
investments with an initial maturity of three months or less to be cash or
cash equivalents. There were no cash equivalents as of September 30, 2010 and
September 30, 2009.
1.g) LOSS PER SHARE
Basic loss per share excludes dilution and is computed by dividing the net
loss by the weighted average number of common shares outstanding during the
period. Diluted loss per share includes assumed conversion shares consisting
of dilutive stock options and warrants determined by the treasury stock
method and dilutive convertible securities. In fiscal years ended September
30, 2010 and 2009, all potentially issuable shares have been excluded from
the calculation of loss per share, as their effect is anti-dilutive.
1.h) INCOME TAXES
The Company has adopted the asset and liability method of accounting for
income taxes. Deferred tax assets and liabilities are recognized for the
expected future tax consequences of temporary differences between the
financial statement carrying amount and tax basis of assets and liabilities.
The Company provides for deferred taxes at the enacted tax rate that is
expected to apply when the temporary differences reverse.
1.i) STOCK-BASED COMPENSATION
There was no stock-based compensation of shares of the Company's common stock
issued for consulting services and settlement expenses for the fiscal years
ended September 30, 2010 and 2009.
..
1.j) Financial Instruments
The Company has categorized it financial assets and liabilities based upon
the Fair Value Measurement and Disclosures (ASC 820). This standard defines
fair value, provides guidance for measuring fair value and requires certain
disclosures. This standard does not require any new fair value measurement,
but discusses valuation techniques, such as the market approach (comparable
market prices), the income approach (present value of future income or cash
flow), and the cost approach (cost to replace the service capacity of an
asset or replacement cost).
Fair value is defined as the price that would be received upon sale of an
asset or paid upon transfer of a liability in an orderly transaction between
market participants at the measurement date and in the principal or most
advantageous market for that asset or liability. The fair value should be
calculated based on assumptions that market participants would use in pricing
the asset or liability, not on assumptions specific to the entity. In
addition, the fair value of liabilities should include consideration of non-
performance risk including our own credit risk.
In addition to defining fair value, the disclosure requirements around fair
value establishes a fair value hierarchy for valuation inputs which is
expanded. The hierarchy prioritizes the inputs into three levels based on the
extent to which inputs used in measuring fair value are observable in the
market. Each fair value measurement is reported in one of the three levels
which is determined by the lowest level input that is significant to the fair
value measurement in its entirety. These levels are:
Level 1 - inputs are based upon unadjusted quoted prices for identical
instruments traded in active markets.
Level 2 - inputs are based upon significant observable inputs other than
quoted prices included in Level 1, such as quoted prices for identical or
similar instruments in markets that are not active, and model-based valuation
techniques for which all significant assumptions are observable in the market
or can be corroborated by observable market data for substantially the full
term of the assets or liabilities.
Level 3 - inputs are generally unobservable and typically reflect management's
estimates of assumptions that market participants would use in pricing the
asset or liability. The fair values are therefore determined using model-based
techniques that include option pricing models, discounted cash flow models,
and similar techniques.
The carrying value of the Company's financial assets and liabilities which
consist of cash, accounts payable and accrued liabilities, and notes payable
are valued using level 1 inputs. The Company believes that the recorded
values approximate their fair value due to the short maturity of such
instruments. Unless otherwise noted, it is management's opinion that the
Company is not exposed to significant interest, exchange or credit risks
arising from these financial instruments.
The following table represents the fair value hierarchy for those financial
assets and liabilities measured at fair value on a recurring basis as of
September 30, 2010 using:
Quoted Market Significant Other Significant
Prices in Active Observable Inputs Unobservable Inputs
Markets
Level 1 Level 2 Level 3 Total
Assets
Finance receivables $ 280,810 $ 280,810
Total Assets 280,810 280,810
Liabilities 0 0
Total Liabilities 0 0
Fair Value Measurements as of September 30, 2009 Using:
Level 1 Level 2 Level 3 Total
Assets
Finance receivables $ 314,423 $ 314,423
Total Assets 314,423 314,423
Liabilities 0 0
Total Liabilities 0 0
The following table is a reconciliation of changes in the net fair value of
financed receivables which are classified as level 3 in the fair value
hierarchy.
2010 2009
------- -------
Finance Receivables
Balance as of October 1 314,423 487,972
Cash collected 33,613 173,549
Impairment of receivables 0 0
-------- ----------
Balance as of September 30, 280,810 314,423
1.k) NEW ACCOUNTING PRONOUNCEMENTS
NEW ACCOUNTING PRONOUNCEMENTS
In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-
06, "Improving Disclosures about Fair Value Measurements" (the Update). The
Update provides amendments to FASB Accounting Standards Codification ("ASC")
820-10 that require entities to disclose separately the amounts of significant
transfers in and out of Level 1 and Level 2 fair value measurements and
describe the reasons for the transfers. In addition the Update requires
entities to present separately information about purchases, sales, issuances,
and settlements in the recognition for fair value measurements using
significant unobservable inputs (Level 3). The disclosure related to Level 1
and Level 2 fair value measurements are effective for the Company in 2010 and
the disclosures related to Level 3 fair value measurements are effective for
the Company in 2011. The Update requires new disclosures only, and has no
impact on our consolidated financial position, results of operations, or cash
flows.
(2.) LIQUIDITY AND GOING CONCERN MATTERS
The Company has become operational for the past two years in the debt
collection business and has incurred losses since its inception. As a result,
the Company has an accumulated deficit of $10,305,243 at September 30, 2010.
The net loss for the twelve month period ended September 30, 2010 was
$575,023 which decreased by $5,186 from the $580,709 loss incurred for the
year ended September 30, 2009. These factors raise substantial doubt about
the Company's ability to continue as a going concern.
The Company's ability to continue as a going concern depends upon
successfully restructuring its debt, obtaining sufficient financing to
maintain adequate liquidity and provide for capital expansion until such time
as operations produce positive cash flow. The Company had been in
reorganization and at the present time has established itself in the debt
collection business within the financial services industry.
The accompanying consolidated financial statements have been prepared on a
going concern basis, which assumes continuity of operations and realization
of assets and liabilities in the ordinary course of business. The
consolidated financial statements do not include any adjustments that might
result if the Company was forced to discontinue its operations. The Company's
current plans are to continue developing it's debt collection operation both
as collecting portfolio debt and also third party collections as a result of
its recent third party collections agreement. However, there is no assurance
these actions will be successful. The consolidated financial statements do
not include any adjustments relating to the recoverability and classification
of recorded asset amounts, or amounts and classification of liabilities that
might result from this uncertainty.
(3.) INCOME TAXES
The Company has incurred significant net operating losses. The Company has
not reflected any benefit of such net operating loss carry-forwards in the
accompanying financial statements. The income tax expense benefit differed
from the amount computed by applying the U.S. federal income tax rate of 34%
to income before income taxes as a result of the following:
Tax Year ended September 30, 2010 2009
--------- ---------
Computed "expected" tax benefit 34.0% 34.0%
State income tax, net of federal benefit 3.8% 3.8%
Change in valuation allowance (37.8%) (37.8%)
--------- ---------
The tax effect of temporary differences that give rise to significant
portions of the deferred tax assets for the period ended September 30, 2009
and September 30, 2008 is presented below:
Tax Year ended September 30, 2010 2009
---------- ---------
Deferred tax assets:
Net operating loss carry forward $ 2,997,815 2,780,607
Start up costs - -
Other - -
---------- ---------
Total gross deferred tax assets $ 2,997,815 2,780,607
Valuation allowance (2,997,815) (2,780,607)
----------- ----------
Net deferred tax assets $ -- $ --
=========== ==========
In assessing the realization of deferred tax assets, management considers
whether it is more likely than not 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. Based on the
level of historical taxable income and projections of future taxable income
over the periods in which the deferred tax assets are deductible, management
does not believe that it is more likely than not the Company will realize the
benefits of these deductible differences. Accordingly, the Company has
provided a valuation allowance against the gross deferred tax assets as of
September 30, 2010 and 2009.
For the period ended September 30, 2010, the Company reported a net operating
tax loss carry-forward of approximately $7,930,728. The federal net operating
loss carry-forward begins to expire in the year 2011.
Federal tax laws impose significant restrictions on the utilization of net
operating loss carry-forward in the event of a change in ownership of the
Company that constitutes an "ownership change" as defined by the Internal
Revenue Code, Section 382. The Company's net operating loss carry-forward
will be subject to the above limitations.
(4.) STOCK ISSUANCE
(4.a) PREFERRED STOCK
Preferred stock may be issued from time to time in one or more series. Each
series is distinctly designated. All shares of any series of the preferred
stock shall be alike in all rights to preference in liquidations, voting
rights, dividends and other powers, qualifications, or restrictions.
As of September 30, 2008, the Company had issued 610,000 12% Cumulative and
Convertible Series A Preferred Shares, par value $0.0001, to Doubletree
Capital Partners, Inc. (DCP) in exchange for current loans and accumulated
interest payable valued at $1.00 per share. The preferred stock was
convertible into 6,100,000 common shares at the rate of 10 common shares for
each preferred share outstanding at September 30, 2008. This was revised in
the fiscal year ended September 30, 2009. The preferred shares shall be
convertible to common shares at any time upon the option of the holder,
Doubletree Capital Partners, Inc., a related party.
The preferred shares bear a dividend rate of 12% per annum. Dividends payable
liabilities accrued quarterly are being transferred to the loan account for
DCP which is subsequently reduced by issuing additional shares of Preferred
Stock to DCP. In the year ended September 30, 2008, the Company issued
335,000 preferred shares to DCP of which $50,382 represent dividends issuable
for the 12% dividend rate payable on all currently and previously issued
610,000 preferred shares issued through September 30, 2008.
At September 30, 2009 the Company issued 306,000 Cumulative and Convertible
Series A Preferred Shares, par value $0.0001, to Doubletree Capital Partners,
Inc. (DCP) in exchange for current loans and accumulated interest payable
valued at $1.00 per share. The preferred stock is convertible into 3,060,000
common shares at the rate of 10 common shares for each preferred share
outstanding at September 30, 2009. The preferred shares shall be convertible
to common shares at any time upon the option of the holder, Doubletree
Capital Partners, Inc., a related party. As of September 30, 2009, there were
916,000 total outstanding Series A Preferred Shares outstanding. The Board
also approved repricing the shares issued in prior years to the same
conversion rate offered in 2009 or 10 common shares for one share of
preferred stock or $0.10 per share.
During the fiscal year ended September 30, 2010 the Company issued a total of
573,000 Cumulative and Convertible Series A Preferred Shares, par value
$0.0001, to Doubletree Capital Partners, Inc. (DCP) in exchange for current
loans and accumulated interest payable valued at $1.00 per share. The
preferred stock is convertible into 5,730,000 common shares at the rate of 10
common shares for each preferred share outstanding at September 30, 2010. The
preferred shares shall be convertible to common shares at any time upon the
option of the holder, Doubletree Capital Partners, Inc., a related party. As
of September 30, 2010, there were 1,489,000 total shares outstanding. As of
September 30, 2010, the total convertible preferred shares would convert into
an additional 14,890,000 common stock shares.
(4.b) COMMON STOCK
As of September 30, 2010, 23,999,612 shares of common stock, par value
$0.0001, were issued and outstanding. During 2010 and 2009, no common stock
shares were issued in exchange for services rendered to the Company or
liabilities extinguished by the Company.
(4.c) STOCK OPTIONS
The Company has no stock options outstanding as of September 30, 2010 and
through the date of this report.
(5.) CONVERTIBLE DEBT
(5.a) CONVERTIBLE DEBENTURES
The Company issued convertible debentures in a private placement between
November 1999 and May 2000. These debentures were convertible at the option
of the holder into common stock at $1.50 per share and bear interest, which
is payable quarterly beginning June 30, 2000 at 12%. The debentures had a
term of three years and matured between November 2002 and May 2003. The
issuance of these debentures included a beneficial conversion feature with
intrinsic value resulting from the market price for common stock being
greater than the option price. The beneficial conversion feature amounted to
$422,920, which was greater than the proceeds of the related debentures by
$25,000.
The amount of the beneficial conversion feature not exceeding the proceeds
from the debentures is immediately recognized as interest expense because the
right to convert to common stock is vested upon issuance of the debentures.
Accordingly, interest expense for the year ended December 31, 2000 included
$397,920 related to the beneficial conversion feature.
As of September 30, 2008, the Company was in default on the terms of payment
of quarterly interest on these debentures amounting to $173,338. Accordingly,
two remaining convertible debentures were classified as a current liability
amounting to $150,000.
During 2003, the Company extended one previously defaulted $50,000
convertible debenture to a future due date of March 31, 2006 with interest
payable at that date. The interest rate was lowered to 6% per annum. The
debenture is convertible into common shares of the Company at the rate of
$3.00 per share at the option of the holder. It is classified as a current
liability and has been offset by a contra-indemnification receivable.
As of the date of this report, the currently due $200,000 in convertible
debentures principal and related interest has not been paid and is in
default. It is the position of the Company that this debt was sold to a
related financial entity (DLC) and DLC is now responsible for the debt.
(refer to note 6)
(5.b) CONVERTIBLE or SECURED NOTES PAYABLE - RELATED PARTY
During the fiscal year ended September 30, 2010, a related party financial
company provided the financing necessary to maintain operations by loaning an
additional $425,873 to the Company. These liabilities including accrued
interest and preferred shares stock dividends of $140,183 were reduced
through the issuance of an additional 573,000 shares of 12% Cumulative
Convertible Series A Preferred Stock to the related party. At September 30,
2010, the Company owed to the related financial company $338 in accrued loans
for loan and expense advances and related interest payable.
(6.) OTHER RELATED PARTY TRANSACTIONS
Indemnification Agreement - Related Party
On July 1, 2004, the Company approved the issuance of 1,200,000 common shares
to an affiliated company, Doubletree Liquidation Corporation (DLC). DLC is a
corporation owned 50% by the Company's President and 50% by an affiliated
stockholder, whose ownership exceeds, beneficially, 5% of the Company's
common stock. The affiliated company, DLC, has issued an indemnification
guarantee to the Company wherein it will process, review, and guarantee
payment for certain prior Company liabilities (both actual and contingent)
that may arise during the four years from June 30, 2004. The Company has
deemed the value of the transaction on that date to be $329,714 based upon
the consideration given to the Company in the indemnification agreement.
The agreement has expired, however during the four years of the agreement DLC
endeavored to finalize and bring to a conclusion, the payment of prior
operation's liabilities. As the remaining liabilities are paid or resolved,
the Company will receive such notification of the resolution and may be
allowed to reduce the carrying value of the indemnification receivable. The
remaining unpaid liabilities are two defaulted convertible debentures in the
total amount of $150,000 and one converted debenture loan payable in the
amount of $50,000, now also defaulted as to payment at September 30, 2010.
These notes have been removed from the books of the Company along with
related accrued interest payable in the amount of $192,801 offset by the
contra-indemnification receivable account. The following is summary of the
presentation of these liabilities in the Balance Sheet at September 30, 2010:
Description of debt indemnification: Current Long-term
Defaulted convertible debentures payable $ 50,000 $ 0
Less, contra-indemnification of convertible
Debenture payable (50,000) 0
Defaulted accrued interest payable 192,801 0
Less, contra-indemnification receivable (192,801) 0
--------- ---------
Net Balances at September 30, 2010: $ 0 $ 0
========= =========
The Company believes that beyond the $192,801 referred to above, there will
be no additional charge or exposure for past liabilities, contingent or
otherwise to the Company and if any do occur, they will be the responsibility
of DLC in accordance with their guarantee to the Company as enumerated in the
Indemnification Agreement.
The Company incurred non-cash expenditures with its President and an
affiliated related company who are also stockholders for consulting services
amounting to $75,000 and $100,000 in the years ended September 30, 2010 and
2009, respectively. This liability was transferred to the note payable to a
related party account.
See Note 4.a for additional information regarding related party transactions
for the fiscal years ended September 30, 2010 and 2009.
(7.) FIXED ASSETS
Furniture, fixtures and equipment are stated at cost less accumulated
depreciation. Depreciation is provided for in amounts sufficient to relate the
cost of depreciable assets to operations over their estimated service lives,
principally on a straight-line basis. Estimated service lives of property and
equipment is 5 years.
Fixed assets and accumulated depreciation consists of the following at:
September 30, September 30,
2010 2009
----------- -----------
Automobile, at cost less depreciation $ 15,730 $ 0
Computer equipment 45,547 29,330
Accumulated depreciation (11,116) (4,516)
-------- ---------
Net fixed assets $ 50,161 $ 24,814
------- ----------
Depreciation expense $ 13,891 $ 4,516
------- ---------
(8.) CREDIT LINES PAYABLE
During the year ended September 30, 2010, the Company received $36,756 in loan
proceeds and interest charges and paid back $28,240 in loan payments for its
available bank credit lines of $20,000. The interest rate is 12.0% per annum
and the lines are payable on demand and unsecured. The lines are personally
guaranteed by the Company's President. The Company owed $18,447 in bank credit
lines payable at the end of September 30, 2010 and $7,932 at the end of
September 30, 2009.
(9.) COMMITMENTS
On July 22, 2009 the Company entered into a contract to license web based
collection software and services from an outside software vendor. This
software license agreement required a 24 month term commitment and a $5,000
deposit. Currently our license requires a monthly payment of $4,500 with a
remaining obligation of $45,000 to be paid over the remaining term of the
agreement as of September 30, 2010.
(10.) OTHER NOTES PAYABLE
The Company incurred additional Notes Payable during the Fiscal year ended
September 30, 2010. An officer of the Company loaned the Company $25,008 to
purchase a debt receivable portfolio on January 25, 2010. This 24 month note
pays 11% interest, and requires monthly payments of $1,156. As of September
30, 2010, no payments have been made on this note, however it is not
considered to be in default.
ISA Financial Services, Inc. signed a note with US Bank on January 14, 2010
in the amount of $18,125 at 5.11% interest to purchase an automobile which is
used as collateral for the loan. The note is personally guaranteed by an
officer of the Corporation. ISAF is current on the payments of this loan.
A related party investor loaned ISAF $25,000 on June 25, 2010 and $25,000 on
August 3, 2010. The notes each have a 24 month term and pay 11% interest. No
payments have been made on these notes and they are classified as long term.
(11.) SUBSEQUENT EVENTS
A subsidiary company was served a summons and Limited Civil Complaint from a
legal firm in California for breach of contract regarding unpaid legal
invoices for work performed on a contract to collect accounts owned by the
subsidiary company in the amount of $12,160.33. This amount due has already
been recorded on the books of the Company and the Company expects the
financial impact of this suit will not have a material effect on the
financial results presented in this Form 10-K report.
An expense of $4,500 was made on October 26, 2010 to settle a lawsuit
regarding a collection on an account complaint.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
Item 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our Chief Executive Officer, who is also the Chief Financial Officer (the
"Certifying Officers"), is responsible for establishing and maintaining
adequate internal control over financial reporting, as defined in Rules
240.13a-15(e) and 240.15d-15(e) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
Internal control over financial reporting is promulgated under the Exchange
Act as a process designed by, or under the supervision of, our CEO and CFO
and effected by our board of directors, management and other personnel, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles and includes those
policies and procedures that:
1. Pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of our assets;
2. Provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with accounting
principles generally accepted in the United States and that our receipts and
expenditures are being made in accordance with authorizations of our
management and directors; and
3. Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition or disposition of our assets that could have a
material effect on the financial statements.
Our management, under the supervision and participation of our Certifying
Officers, has evaluated the effectiveness of our disclosure controls and
procedures and defined in Exchange Act Rules 240.13-a-15(e) and 240.15d-15(e)
as of the end of the period covered by this report based on the framework in
Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
Based on that evaluation, our Chief Executive Officer and CFO concluded that
as of the end of the period covered by this report, the Company's disclosure
controls and procedures were effective to ensure that material information is
recorded, processed, summarized and reported by management of the Company on
a timely basis in order to comply with the Company's disclosure obligations
under the Exchange Act and the rules and regulations promulgated thereunder.
This Report does not include an attestation report of the Company's
registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission permitting the Company to provide only the
management report in this report.
Changes in Internal Control over Financial Reporting
Further, there were no significant changes in the Company's internal control
over financial reporting during the Company's fourth fiscal quarter of 2010
that materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.
Limitations on the Effectiveness of Internal Controls
Readers are cautioned that our disclosure controls and procedures or our
internal control over financial reporting, no matter how well designed, has
inherent limitations and may not prevent or detect misstatements, fraud and
material error. Therefore, even effective internal control over financial
reporting can only provide reasonable assurance with respect to the financial
statement preparation and presentation. The design of any system of controls
is based on certain assumptions about the likelihood of future events, and
there can be no assurance that any control design will succeed in achieving
its stated goals under all potential future conditions.
Item 9B. OTHER INFORMATION
None
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Directors and Executive Officers of the Company
Set forth below are the names of the directors and executive officers of the
Company as of September 30, 2010, their ages, the year first elected as an
executive officer and/or director of the Company, and employment history for
the past five years.
Also set forth below are the changes to names of the directors and executive
officers of the Company as of January 1, 2004 through September 30, 2010,
their ages, the year first elected as an executive officer and/or director of
the Company, and employment for the past five years.
Name Positions with the Company Age Since
Bernard L. Brodkorb, President, Chief Executive Officer,
Chief Financial Officer and Director
Chairman of the Board of Directors [1] 69 January 2001
[1] (Note: Also served as Treasurer, Chief Financial Officer and Director
from October 1997 to July 2000)
Donald G. Kampmann Outside Director 56 January 2000
Directors:
BERNARD L. BRODKORB (October 1997 to July 2000 and January 2001 to present)
was the Treasurer, Chief Financial Officer and a director of the Company from
it's inception in October 1997 to July 2000 when he resigned his positions.
He was reelected to the board of directors in January 2001 and elected by the
board of directors as President, Chief Executive Officer, and Chief Financial
Officer in February 2001. Mr. Brodkorb is an independent practicing licensed
Certified Public Accountant (CPA) within the State of Minnesota for many
years, and has extensive experience in financial and accounting matters
relating to both private and public companies, including auditing, financial
consulting and advising on corporate taxation. He is a member of the
Minnesota Society of Certified Public Accountants and the American Institute
of Certified Public Accountants.
DONALD G. KAMPMANN (January 2000 to present) is an outside director of the
Company from January 2000 to present. Mr. Kampmann has been an allotted board
member by Doubletree Capital Partners, Inc. He has extensive executive
experience in the mortgage and financial services industries.
Section 16(A) Beneficial Ownership Reporting Compliance
Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires the Company's directors, executive officers, and any persons
holding more than 10% of the outstanding common stock of the Company to file
reports with the Securities and Exchange Commission concerning their initial
ownership of common stock and any subsequent changes in that ownership.
In 2009 and 2008, Bernard Brodkorb, Charles Newman, James Dixon, Donald
Kampmann, Doubletree Capital Partners, Inc., and Doubletree Liquidation
Corporation filed Annual Statements of Changes in Beneficial Ownership on
Form 5.
CODE OF ETHICS
We have adopted a code of ethics that applies to our principal executive
officers, principal financial officer, principal accounting officer or
controller, and Directors or persons performing similar functions.
Item 11. EXECUTIVE AND DIRECTOR COMPENSATION
For the twelve months ended September 30, 2010 and 2009, cash and non cash
compensation was paid to executive officers or directors.
The following table sets forth information on the remuneration of our chief
executive officer during any part of our last two fiscal years, including non
cash compensation.
SUMMARY EXECUTIVE AND DIRECTOR COMPENSATION
-------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG TERM COMPENSATION
AWARDS PAYOUTS
FISCAL OTHER RESTRICTED SECURITIES
NAME AND YEAR ANNUAL STOCK UNDERLYING LTIP ALL OTHER
PRINCIPAL END COMPENSA AWARD OPTIONS PAYOUTS COMPENSA
POSITION 09-30 SALARY ($) BONUS ($)TION ($) ($) SARS ($) ($) TION($)
Bernard L. 2010 $ 0 -0- 75,000 -0- -0- -0- -0-
Brodkorb (1)
Bernard L. 2009 $ 0 -0- 100,000 -0- -0- -0- -0-
Brodkorb (1)
President, CEO
Directors 2010 -0- -0- -0- -0- -0- -0- -0-
Directors 2009 -0- -0- -0- -0- -0- -0- -0-
-------------------------------------------------------------------------------------------------
(1) Compensation for Bernard L. Brodkorb and the management company (DCP) was
recorded on the books of the Company as compensation for consulting ($75,000)
and salary ($0) for the fiscal years ended September 30, 2010. There was no
cash compensation paid on consulting fees accrued for Brodkorb and the
management company (DCP) for the fiscal year ended September 30, 2010.
Compensation for their services is allocated to the management company and is
further converted to the issuance of preferred stock shares by the Company
during the year ended September 30, 2010.
Director Compensation
Directors received no new shares or other compensation for their services as
directors for the two year period from October 1, 2008 through September 30,
2010.
Subsequently, no additional Director compensation has been authorized for
services for the period from October 1, 2009 through December 31, 2010, and
through the date of this 10-K report filing.
Stock Options Granted for Compensation
As of September 30, 2010, all stock options had expired, are no longer
outstanding and none of the options had ever been exercised.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of September 30, 2010, certain information
regarding the beneficial ownership of shares of common stock of the Company
by (1) each person or entity who is known by the Company to own more than 5%
of the Company's common stock, (2) each director of the Company, and (3) all
directors and executive officers of the Company as a group. It does not
include stock options or preferred stock ownership noted in the footnotes.
12-A. Security Ownership of Certain Beneficial Owners
Title Name and Address Amount and nature of Percent of
of class of Beneficial Owner beneficial ownership Class
-------------------------------------------------------------------------
Common Doubletree Capital Partners, Inc. 34,962,624 89.90%
2560 Rice St (1)(2)
St. Paul, MN 55113
Common Bernard L. Brodkorb 36,145,411 92.94%
2560 Rice St. (2)
St. Paul, MN. 55113
(1) Includes 21,428 common shares acquired in November, 2000. Includes 100%
interest in 1,232,143 shares held by Doubletree Liquidation Corporation
(DLC), an affiliated company to be used for the resolution of any contingent,
non-contingent or real liabilities to creditors of a former subsidiary that
may arise in the future. DCP also owns 1,489,000 shares of Convertible
Preferred Stock which at a conversion value of $0.10 would equal 14,890,000
shares of common stock. These convertible shares are included in the
beneficial ownership table of percentages shown above.
(2) Includes a 100% beneficial interest in DCP, a 50% beneficial interest in
DLC, 8,929 common shares owned since 1998, 383,857 common shares issued in
2004, 790,000 shares issued in 2006, 50% interest in 9,700 shares issued in
2007 to DCP.
12-B. Security Ownership of Management
Title Name of Amount and nature of Percent of
of class Beneficial Owner beneficial ownership Class
-------------------------------------------------------------------------
Common Bernard L. Brodkorb, 36,145,411 (1,2) 92.94%
Common Donald G. Kampmann 227,715 (3) 0.59%
---------- -------
Directors and executive officers as a group 36,373,126 93.53%
(3) Includes 35,715 common shares issued in 2004 and 192,000 issued in 2006.
12-C. Changes in control
There have not been any arrangements known to the registrant which may at a
subsequent date result in a change in control of the registrant.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AMD DIRECTOR
INDEPENDENCE
During the year ended September 30, 2008, the Company issued 335,000 Preferred
Stock shares for equivalent value of loans and accrued interest to a related
third party.
At September 30, 2009, the Company issued 306,000 shares of 12% Cumulative
Convertible Series A Preferred Stock to DCP at $1.00 per share par value in
settlement of current loan liabilities and accrued interest valued at
$306,000.
During the fiscal year ended September 30, 2010 the Company issued 573,000
shares of Cumulative Convertible Series A Preferred Stock to DCP at $1.00 per
share par value in settlement of current loan liabilities and accrued interest
valued at $573,000.
The total issued and outstanding common shares are 23,999,612 as of September
30, 2010. Issued and outstanding Convertible Preferred shares total 1,489,000
at September 30, 2010.
The Subsidiary Company, ISA Acceptance Corporation, issued 22,400 shares of
Preferred Stock valued at $25.00 per share to a related investor on September
30, 2009.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees.
The aggregate fees billed for each of the last two fiscal years for
professional services for the audit of the Registrant's annual financial
statements, and review of financial statements included in the Company's Form
10-K: $26,000 in 2010 and $27,000 in 2009
Audit-Related Fees.
The aggregate fees billed in each of the last two fiscal years for assurance
and related services that are reasonably related to the performance of the
audit or review of the Registrant's financial statements and are not under
Audit Fees above: $0 in 2010 and 2009.
Tax Fees.
The aggregate fees billed in each of the last two fiscal years for
professional services rendered for tax compliance and tax planning: $0 in 2010
and 2009.
All Other Fees.
The aggregate fees billed in each of the last two fiscal years for products
and services other than the services reported above: $0 in 2010 and 2009.
Audit Committee's pre-approval policies and procedures.
The Registrant's committee consists of two Directors. The audit committee has
adopted a written charter. The Registrant's Board of Directors has determined
the Company does have a financial expert serving on its audit committee.
The Registrant does not have any pre-approval policies and procedures. The
audit committee makes recommendations concerning the engagements of
independent public accountants, review with the independent public
accountants, the scope and results of the audit engagement, approves all
professional services provided by the independent accountants, reviews the
independence of the independent public accountants, considers the range of
audit and non-audit fees, and reviews the adequacy of the Registrant's
internal accounting controls.
Work performed by other than the principal accountant's engagement of full
time permanent employees.
The percentage of time expended by other than full time permanent employees of
the principal accountant did not exceed 50%.
Item 15. EXHIBITS
(a) LISTING OF EXHIBITS
The exhibits required to be a part of this report are listed in the Index to
Exhibits.
ISA INTERNATIONALE INC.
FORM 10-K INDEX TO EXHIBITS
The following exhibits numbered 3.1 to 10.1 below are included in our Form 10-
SB Registration Statement (File No. 0-027373) and are incorporated by
reference. Exhibits 31.1 and 32.1 are filed herewith.
Exhibit No. Description
3.1 Articles of Incorporation of the Company (incorporated by reference
to Exhibit 2(i) to the Company's registration statement on Form 10-SB (File
No. 0-27373)).
3.2 By-laws of the Company (incorporated by reference to Exhibit 2(ii) to
the Company's registration statement on Form 10-SB (File No. 0-27373)).
4.1 Form of Common Stock Certificate (incorporated by reference to
Exhibit 3 to the Company's Registration Statement on Form 10-SB (File No. 0-
27373)).
10.1 Agreement and Plan of Business Combination dated April 11, 1998
between ISA Internationale Inc. (formerly known as 1-800 Consumer
International Inc.), a Delaware corporation and Internationale Shopping
Alliance, Inc., a Minnesota corporation (now a wholly owned subsidiary of ISA
Internationale Inc. (incorporated by reference to Exhibit 6(i) to the
Company's registration statement on Form 10-SB (File No. 0-27373)).
31.1 Certification of Chief Executive Officer dated January 13, 2011
relating to the Registrant's Annual report on Form 10-K for the year ended
September 30, 2010.
32.1 Certification of Chief Executive Officer of Registrant, dated January
13, 2011, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, relating to the Registrant's Annual
report on Form 10-K for the year ended September 30, 2010.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates
indicated, thereunto duly authorized.
ISA INTERNATIONALE INC.
_____________________________________
/s/Bernard L. Brodkorb
By Bernard L. Brodkorb January 14, 2011
President, Chief Executive Officer, and Director
End of Report
Should this be 24 months?
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