UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal year ended September 30, 2006.
Commission File Number: 001-16423
Old Commission File Number: 000-27373
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ISA INTERNATIONALE INC.
(Exact name of registrant as specified in its charter)
Delaware 41-1925647
(State of Incorporation) (I.R.S. Employer Identification No.)
2560 Rice Street, St. Paul, MN 55113
(Mailing address of principal executive offices) (Zip Code)
Issuer's telephone number (651) 483-3114
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Securities registered pursuant to Section 12(b) of the Act:
(Title of each class) (Name of each exchange on which registered)
None Not applicable
Securities registered pursuant to Section 12(g) of the Exchange Act:
(Title of each class) (Name of each exchange on which registered)
Common Stock, $.0001 par value OTC Bulletin Board
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 past 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 disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in the Exchange Act Rule 12d-2).
Yes [ ] No [X]
State issuer's revenues for its most recent fiscal year:
None for continuing operations.
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):
$19,311,879 as of January 12, 2007, based upon the average bid price of $.805
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:
The number of shares outstanding of the issuer's common stock as of January
12, 2007 were 23,989,912 shares, $.0001 par value.
There are no shares outstanding of the issuer's preferred stock as of January
12, 2007.
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act) Yes [ } No [X]
Transitional Small Business Disclosure Format: Yes [ ] No [x]
DOCUMENTS INCORPORATED BY REFERENCE:
NONE
ISA INTERNATIONALE INC.
FORM 10-KSB
TABLE OF CONTENTS
Page
PART I
Item 1. Description of Business 4
Item 1.1 Corporate History, Organization and Recapitalization 4-5
Item 1.2 Personnel 6
Item 1-A Important Factors 6-13
Item 2. Description of Property 13-14
Item 3. Legal Proceedings 14-15
Item 4. Submission of Matters to a Vote of Security Holders 15
PART II
Item 5. Market for Common Equity and Related Stockholder Matters 16
Item 5-A Market, Holders and Dividends 16
Item 5-B Sales History of Unregistered Securities 17-20
Item 6. Management's Discussion and Analysis or plan of operation 20-25
Item 7. Financial Statements and Supplementary Data 26
Table of Contents 26
Report of Independent Registered Public Accounting Firm 27
Consolidated Financial Statements 28-31
Notes to Consolidated Financial Statements 32-45
Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 45
Item 8.a. Controls and Procedures 46
Item 8.b. Other Information 46
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act 47-48
Item 10. Executive and Director Compensation 49
Item 11. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters 50
Item 12. Certain Relationships and Related Transactions 51
Item 13. Exhibits 51-52
Item 14. Principal Accountant Fees and Services 53
Signatures 54
Certification pursuant to section 302 55
Certification pursuant to 18 U.S.C. 1350 906 56
Index to Exhibits, Form 10-KSB 57
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-KSB contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
For this purpose, any statements contained in this Form 10-KSB that are not
statements of historical fact may be deemed to be forward-looking statements.
Without limiting the foregoing, words such as "may," "will," "expect,"
"believe," "anticipate," "estimate," "plan," or "continue" or the negative or
other variations thereof or comparable terminology are intended to identify
forward-looking statements. These statements by their nature involve
substantial risks and uncertainties, and actual results may differ materially
depending on a variety of factors, including those set forth in the section
below entitled "Important Factors."
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.
1.1 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 strategy 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 that 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 does outsource its collections to one carefully
selected collection agency. The Company will actively monitor collection
performance and review and adjust collection and servicing strategies
accordingly.
The purchased receivables consist primarily of credit cards, student loans,
retail installment contracts, medical and other types of receivables. We
intend to pursue new acquisitions of consumer receivable portfolios during
the coming year.
For the year ended September 30, 2006, The Company had no recognized
collection revenue due to the Company adoption of the "cost recovery" method
of debt collection income.
The Company has experienced extensive problems of account duplications within
the various portions of the portfolio files purchased, accounts being
previously sold to other collection companies and required adjustments and
deletions of accounts sold not being properly notated with the purchased
files coupled with portions of the purchased files and accounts being
improperly being sold by the third part collection agencies utilized by the
"seller" distressed debt collection companies that the Company (ISAT) finds
that no reliable statistics of collection can be properly attached to these
purchased files and accounts of distressed consumer debt receivables.
Since no conclusive statistics of collection by the Company can be realistic
discerned to facilitate the development of reliable collection conclusions as
to the amount, if any, of income that can ultimately from these new purchased
debt portfolios, the Company is obligated, in accordance with industry
standards and AICPA pronouncements regarding income recognition for troubled
asset purchases to adopt the "cost recovery" method of income collection.
Accordingly, the Company will recognize income from the collection of its
portfolios only after it has collected the full purchase price of $1,094,900
less $378,287 of impairment write-downs, for the portfolios purchased during
the period from May 18, 2005 to September 30, 2006. At September 30, 2006,
the remaining carrying cost of the Company's portfolios was $373,028.
The Company believes that the earliest year in which revenues could be
recognized would by the years of 2009 and 2010, based upon the application of
industry recognized standards for receiving cash collections on its purchased
debt portfolios. However, for the year ended September 30, 2006, the Company
did receive cash collections in the gross amount of $265,245. These
collections of $265,245 for the year ended September 30, 2006 and $78,343
collected during the year ended September 30, 2005 have been received since
the portfolios were purchased on May 18, 2005 and they have been applied to
the initial gross portfolio cost of $1,094,900. There have also been
impairment write-downs to the carrying value of the portfolio carrying costs
totaling $378,287 thereby reducing the carrying cost to the Company to
$373,028 as of September 30, 2006.
Industry Overview
The purchasing, servicing and collection of charged-off, sub-performing and
performing consumer receivables is an industry that is driven by:
- levels of consumer debt;
- defaults of the underlying receivables; and
- utilization of third-party agency collectors providers to collect such
receivables.
According to the U.S. Federal Reserve Board, consumer credit has increased
from $1.2 trillion at December 31, 1997 to $2.9 trillion at August 31, 2006.
According to the Nilson Report, a credit card industry newsletter, the
consumer credit market will increase to $2.8 trillion by 2010 and credit card
charge-offs are predicted to reach $72.9 billion by 2005. According to the
ABA, credit card delinquencies stood at 4.81% in the first quarter of 2005.
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.
Strategy
The Company's current strategy is to acquire additional portfolios and
outsource the collections. The Company does however intend to develop its own
collection staff and related call centers as the quantity and amount of
purchased portfolios increases. For these additional purchases, the Company
will need to secure suitable financing to allow for these purchases of
portfolios. At September 30, 2006, the Company does not have any new
financing proposals or opportunities in existence. The Company will need to
develop the strategy to acquire new financing.
Competition
The business of purchasing distressed consumer receivables is highly
competitive and fragmented, and we expect that 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 who purchase consumer
receivables. Some of our competitors are larger and more established and may
have substantially greater financial, technological, personnel and other
resources than we have, including greater access to capital sources and
markets.
1.2. 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. On the date of this report December 29, 2006, the Company has
one additional administrative full time employee, one paralegal working on
staff as an employee and two accountants retained as independent consultants,
advisors or bookkeepers.
Item 1A. IMPORTANT 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.
New Business Ventures
With respect to the business strategy of developing and launching a
multimedia home shopping network, ISAI had only a very limited operating
history on which to base an evaluation of its business and prospects. The
Board of Directors decided in the year 2000 to dispose of the Shoptropolis
Subsidiary and its precious metals subsidiary, International Strategic
Assets, Inc. (ISA). On May 19, 2000, ISAI sold ISA to an individual who was
an officer and director of ISAI. Shoptropolis was sold on March 29, 2001. All
efforts of the Company up to the August 18, 2004 have been directed to a
complete reorganization of all of its affairs.
On August 18, 2004, the Company entered into a contract to purchase the debt
collection business assets of three California companies. The Company
believed that it would be purchasing in excess of $5,000,000 in various
assets such as cash, marketable securities, office furniture and fixtures and
consumer debt receivables having a charged-off face value in excess of
$200,000,000. The transaction was not completed in accordance with either the
original negotiated contract terms or the subsequent negotiated revised
terms. However, the Company did complete a purchase of a portion of these
collection consumer debt receivables in May for a price of $1,094,900 in
restricted common shares of the Company. The Company issued 1,250,000 in
restricted common shares to the California collection companies in order to
complete the purchase of the assets. This purchase of consumer debt
receivables allows the Company to enter into the financial services industry,
more specifically into the consumer debt collection business. The Company
does intend to purchase additional portfolios of distressed consumer debt
receivables in the future. The Company is currently creating its operational
and marketing strategy to further develop this business venture.
Therefore, 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 and 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 that ISAI can find and attract new capital for this new business
venture and any other new business ventures and if successful in finding
sufficient capital, that it can successfully grow and manage the business or
new business venture into a profitable and successful operation. No assurance
can be given on any of these developments.
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 current growth trend in consumer debt;
- 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 that the market for acquiring consumer
receivable portfolios is becoming more competitive, thereby possibly
diminishing our ability to acquire such receivables at attractive prices in
future periods.
The growth in consumer debt may also be affected by:
- a slowdown in the economy;
- reductions in consumer spending;
- changes in the underwriting criteria by 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.
Our quarterly operating results may fluctuate and cause our stock price to
decline.
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;
- a decline in the estimated value of our consumer receivable
portfolio recoveries;
- increases in operating expenses associated with the growth of our
operations; and general and 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 cash 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,
with third-party collection agencies and with financial services companies
that manage their own 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 or at all, 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.
We are dependent upon outside collection agencies to service all our consumer
receivable portfolios. 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. Our collections
may decrease if bankruptcy filings increase.
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.
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 two other officers or directors 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.
Government regulations may limit our ability to recover and enforce the
collection of our receivables.
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 there under 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
approximately 23,989,912 shares of common stock issued and outstanding as of
the date hereof. In addition, options to purchase approximately 6,000,000
shares of our common stock were outstanding as of September 30, 2006. All of
these options were vested and the exercise prices of such options were
substantially lower than the current market price of our common stock.
If a significant portion of these shares 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 no revenues to date and has an accumulated deficit as of
September 30, 2006 of $8,476,539. Further, the Company expects to continue to
incur losses until it establishes a means of generating revenues at
appropriate margins to achieve profitability. There can be no assurance the
Company will ever generate revenues or that it will achieve profitability, or
that its future operations will prove commercially successful, or that it
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 debt 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 has commenced its best efforts to help the Company
resolve, consolidate, and reorganize the Company's present debt structure and
contractual liabilities. There is no assurance that the financial company
will provide the Company any additional capital. Additional financing 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 that the Company will be able to
obtain any additional capital. There can be no assurance that the necessary
additional financing 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, 2006 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 89.12% of ISAI's outstanding
common stock as of September 30, 2006 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. The Company's stock symbol is 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, the recent adoption
of 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 2. DESCRIPTION OF PROPERTY
The principal executive office of the Company is located at 2560 Rice St.,
St. Paul, MN 55113. The President of ISAI, at the location of his own
accounting business, provides office space to the Company for an annual
charge of $3,600 for personnel and consultants employed by the Company and
also provide storage for Company records.
On August 19, 2004, ISAI entered into an asset acquisition agreement wherein
ISAI would issue 5,250,000 shares of ISAI common stock shares on August 19,
2004 and a combination of 4,000,000 bonus common shares and 5,250,000 common
stock warrants at varying prices to purchase additional common shares over a
three year period. The companies from whom the assets were being purchased
(the "California Collection companies") were not able to comply with certain
terms of the agreement wherein two years of certified audits were required as
a part of the acquisition agreement.
Consequently, the agreement to purchase was amended on October 29, 2004,
January 13, 2005, and again on April 30, 2005. The agreement was not
completed as of September 30, 2005, due to the inability of the California
Collection Companies to deliver the requested certified audits for the years
2003 and 2004. Consequently, the agreement has been terminated in full and
will not be pursued any further. The Company incurred costs in the amount of
$146,755 through September 30, 2005 and an additional $124,670 during the
year ended September 30, 2006. The Company has charged off to operations or
bad debts all of these expenses and does not carry any asset value for these
costs and expenses on its financial statements at September 30, 2006. The
Company did receive a promissory notes and related collateral security
agreements for expenses totaling $95,809 executed by the California
Collection Companies wherein they did agree to reimburse ISA Internationale
Inc. for these costs. However, since the collection companies have filed a
Chapter 7 Petition in U.S. Bankruptcy Court in Woodland Hills, California in
October 2005, all costs associated with the acquisition agreement and related
bankruptcy issues have been charged off to operations through September 30,
2006.
The California Collection Companies did seek the protection of The United
States Bankruptcy Court in Woodland Hills, California by filing voluntary
Chapter 7 bankruptcy petitions on October 13, 2005. The Company can't state
whether it will recover its incurred costs of $95,809 (those covered by filed
security agreements) for the acquisition efforts or its full costs incurred
of $271,425 even though it did obtain and timely file their collateral
security interest. However, no provision is being made in these financial
statements for the recovery of any portion of these costs. These incurred
costs through September 30, 2006 in the amount of $271,425 were for travel,
legal, bookkeeping and accounting and consulting fees incurred to assist the
certified audit process required by the original asset acquisition agreement
dated August 19, 2004 and costs related to the bankruptcy case in Woodland
Hills, California. The Company has made no provision for the collection of
these costs and any additional costs and damages it incurred from the
bankruptcy process ongoing in U.S. Bankruptcy Court, Woodland Hills, CA.
Item 3. LEGAL PROCEEDINGS
In December 2002, the Company was sued by Merrill Communications, Inc. for
$11,943 plus legal costs to collect for past due invoices. This debt was
accrued at December 31, 2003 for $2,500. The debt was settled and paid in
July 2004 for $2,500.
On July 18, 2006, The Company was served a summons and complaint in the
commencement of an adversary proceeding in the U.S. Bankruptcy Court Case(s)
of Harrison Asset Management, Inc., Cash Asset Management, Inc. and Money
Asset Management, Inc. in the Central District of California, San Fernando
Valley Division. The U.S. Bankruptcy Court Trustee, on behalf of the debtor
collection companies, filed the summons and complaint against the Company
seeking avoidance and recovery of fraudulent transfers; civil conspiracy for
fraudulent transfer; avoidance of unperfected sale; determination of the
validity, priority and extent of lien (as filed by the Company); turnover (of
debt receivables purchased) and objection to the proof of claims filed by the
Company, ISA Internationale, Inc., subsequent in January 2006.
The Company believes that the Trustee's summons and complaint positions are
without merit and will vigorously defend its actions in the debt receivable
purchase and seek recovery of all damages incurred, expenses advanced and
related losses thereto since August 19, 2004, the date the relationship with
the debtor companies commenced through and including the date of May 18,
2005, the date of the debt receivable purchases by the Company and further
through the date of suit commencement and termination.
Since July 18, 2006, the Trustee in the U.S. Bankruptcy Court Case has also
sued the Company's President in his capacity as President for civil
conspiracy. On September 11, 2006, the Trustee filed their first amended
complaint and suing the Company's President for civil conspiracy. On
September 25, 2006, the Company and its President filed counterclaims against
the Trustee and third party claims against Dante Fala, former President and
current sole shareholder of the "seller" collection companies and the third
party collection company, their predecessor business and their officers.
On November 22, 2006, a motion to dismiss adversary proceeding for failure to
state a claim was filed by the Company's President. The motion was
subsequently granted with leave to amend by the Bankruptcy Judge in December
2006. The Company is seeking costs and damages in excess of $1,000,000 and
will vigorously defend against all claims and expects to prevail in its
actions against the Trustee as well as the third party claimants. The parties
are currently set to begin discovery in January 2007.
Presently, 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, 2006, there were no submissions of
any matters to a vote of the Company's security holders.
PART II
Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
5-A. 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 and
quoted 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 after giving effect of the reverse stock split that occurred
on January 12, 2004, effective as of January 22, 2004. These bid quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commission
and may not represent actual transactions.
HIGH BID LOW BID
2004
----
First Quarter $2.80 $0.52
Second Quarter $0.55 $0.52
Third Quarter $1.01 $0.55
Fourth Quarter $1.25 $0.55
2005
----
First Quarter $1.10 $0.35
Second Quarter $1.25 $0.35
Third Quarter $0.90 $0.55
Fourth Quarter $1.01 $0.70
2006
----
First Quarter $ .61 $0.61
Second Quarter $1.00 $0.61
Third Quarter $1.00 $0.61
Fourth Quarter (to date) $1.15 $0.61
For the period ending September 30, 2006, 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. The Company has provided for a preferred stock dividend that is
derived from the beneficial conversion features contained in the preferred
stock issuance in November 2000. The preferred stock conversion feature was
never exercised. 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.
5-B. Sales History of Unregistered Securities
The following information includes a history of all securities sold by the
Company from January 2000 to present:
B.1 From November 1997 to June 1998, the Company sold a total of 1,579,535
(pre-split) Units at a purchase price of $.6536 per Unit, a total amount of
$1,032,376, to a limited number of 16 investors (most of whom are accredited
investors) in a private placement, with each Unit consisting of one share of
Common Stock of the Company and a five-year warrant to purchase two shares of
Common Stock exercisable at $1.00 per share. In December 2003, and in
exchange for mutual releases to the Company, these investors were granted
price concessions in the purchase of their original shares wherein all of the
common share purchases were re-priced to $.02 per share and the Company did
issue an additional 1,547,142 common shares, par value $.0001. Exemption for
this transaction is claimed under Section 4(2) of the Securities Act of 1933
since it was strictly a private placement whereby all investors agreed to
accept the shares for long-term investment and to have the certificates
therefore legended to prevent further distribution or resale of the
securities unless pursuant to registration or an appropriate exemption there
from.
B.2 In November 2000, the Company issued 5,000,000 shares of its Preferred
Stock to Doubletree Capital Partners, Inc., a Minnesota Corporation, in a
private sale at $0.0002 per share, for total consideration of $1,000, and,
2,999,999 (pre-split) shares of its common stock to Doubletree Capital
Partners, Inc. in a private sale at $0.0097 per share, for total
consideration of $29,000. The preferred stock is convertible into common
shares at a conversion rate of 3.5 common shares for each preferred share
being converted. Furthermore, there is an anti-dilution provision clause in
the preferred shares that states upon exercise, the preferred shares will
ultimately convert into no less than a 75% ownership of the then common
shares to be outstanding. The timing of the conversion is at the discretion
of the holder. As a result of the reverse stock split that was declared in
January 2004, effective as of January 22, 2004, the conversion feature has
changed to .025 common shares for every preferred shared being converted the
dimension, however, remains the same and Doubletree Capital Partners The
anti-dilution will convert into no less than a 75% ownership of the then
common shares outstanding. This was an isolated private transaction and
exemption from registration is claimed under Section 4(2) of the Securities
Act of 1933, with the stock certificate being legended to prevent further
disposition without registration or an appropriate exemption there from.
B.3 The Company previously issued 71,270 (post-split) shares of common stock
during the year ended December 31, 2002, as part of a troubled debt
restructuring to satisfy $1,105,644 in principal and accrued interest on
convertible Debentures.
B.4 The Company also authorized 41,376 (post-split) shares of common stock
at the negotiated rate of $0.70 per share during the year ended December 31,
2003, as part of its troubled debt restructuring, for conversion of
convertible debt and related interest accruals of $115,823 combined. These
shares were issued in 2004.
B.5 In December, 2003, The Company's Board of Directors approved for
issuance 513,328 (post-split) common stock shares for issuance to all
previously converted debenture holders for the express purpose of equalizing
their respective share conversion price received for debenture principal and
interest due on debenture investments. All of the debenture holders will
receive common shares at the revised price of $0.70 per share (post-split)
for the period ended September 30, 2003, their final date of conversion. This
transaction resulted in settlement expense charge to the income statement of
the Company of $359,329 for the year ended December 31, 2003. Of these
shares, 273,220 shares were issued in May 2004, 160,850 shares were issued in
September 2004 due to a delay in receiving correspondence from the debenture
holder and 100,002 are still remaining to be issued due to the non-timely
receipt of certain required paperwork to complete their issuance. These
additional 100,002 common shares were issued in 2005.
B.6 In addition, the Company's Board of Directors approved the issuance of
523,572 (post-split) common shares that were given as following: 166,429
(post-split) shares for payment for services rendered by the Company's Board
of Directors for the entire reorganization process and two consultants who
rendered additional reorganization services to the Company and 357,143 (post-
split) common shares to the Company's President as a partial payment for
accrued consulting services due as of December 31, 2003. These shares were
issued in 2004.
B.7 On January 12, 2004, by written action of the holders of a majority of
the common stock outstanding, and at a duly called special meeting of its
shareholders, the Company approved a 1 for 140 reverse stock split, effective
January 22, 2004, for the purpose of reducing the number of shares
outstanding to a more manageable level and make trading volume levels more
relevant to the price of the Company's common stock on the NASDAQ OTC
Bulletin Board. At the same meeting the shareholders also approved the
increase of the aggregate number of shares of preferred stock authorized from
5,000,000 to 30,000,000.
B.8 In July 2004, the Company approved an Indemnification Agreement between
the Company and Doubletree Liquidation Corporation (DLC),a related party,
wherein the Company issued to DLC 1,200,000 unregistered shares of common
stock for the express purpose of receiving as consideration from DLC, a
guarantee from DLC that this issue of common shares will completely and
finally settle the Company's liability to two debenture holders, including
their respective accrued interest that is currently due, and or may be due on
an estimated basis, upon completion of negotiations between the Company and
these creditors whenever it occurs and also included the attempt to resolve
the settlement of any and all liabilities that did arise from the operation
of ShoptroplisTV.com during its final months of operations back in the years
of 1999, 2000 and 2001. The payment of these shares did finalize the
Company's payment of these bills and related liabilities and will further
allow the Company to proceed with new acquisition efforts to bring
shareholder value to the Company. These shares provide a buffer to protect
the assets of any new acquisition candidate and preserve and protect the
acquirees' assets and insure that their assets are not used to pay off old
creditors and liabilities of ISAI or the Company. The Company, ISAI, chose
not to initiate bankruptcy proceedings but instead reorganized its finances
mainly through frank, friendly negotiations.
DLC will use the shares to pay certain specific liabilities, as documented by
the Indemnification Agreement. The estimated total amount of these potential
liabilities that are involved in this action is approximately $329,714
including estimated legal and administrative costs to settle the liabilities
and provide the Company with legal defense services against these bills and
expenses previously incurred by the Company and its former operating
subsidiary, ShoptropolisTV.com.
The 1,200,000 common shares were valued based upon the consideration given to
the Company in the indemnification agreement, which also approximated the
value of the Company's common stock. The issuance of these shares should
constitute full and final resolution by the Company of these potential
liabilities. Whenever DLC settles or completes payment of these liabilities
the Company will be allowed to remove these debts from its financial
statements with no additional obligation to DLC by the Company.
B.9 Subsequent to the recording of the Indemnification Agreement (reference
should be made to note 1(b) of notes to financial statements at September 30,
2004) in July 2004, the Company through DLC settled with Mr. Gerard Ferri for
a $20,000 unpaid trade payable and DLC did issue to him 7,143 shares from the
1,200,000 shares held by DLC for indemnification purposes. The Company
removed the $20,000 accounts payable from its books as of September 30, 2004.
B.10 On August 13, 2004, the Company issued 1,854 shares to two investors to
settle additional interest liabilities in the conversion of Convertible
Debentures to stock at a negotiated price of $.70 per share for an addition
to paid in capital of $1,298.
B.11 On September 14, 2004, the Company issued 160,850 common shares to an
investor to settle convertible debenture liabilities and accrued interest
amounting to $112,595 and previously approved by the Company in December
2003.
B.12 On July 1, 2004 the Board of Directors approved the issuance to
Doubletree Capital Partners, Inc. a 6,000,000 common stock shares option to
be effective as of July 1, 2004. The conversion price was set at $.60 per
common share of common stock exercised. This common stock option will have a
term of five years from July 1, 2004 and will be similar in all respects to a
cashless exercise common stock option. DCP was awarded the common stock
option as a means to preserve ownership interests as required in preliminary
acquisition discussions. The Company recorded $60,000 of expense during the
period ended September 30, 2004 for the granting of these options.
B.13 On June 29, 2005, The Company issued 100,002 shares to an investor to
settle convertible debenture liabilities and accrued interest amounting to
$100,301 and previously approved by the Company on December 2003 And July
2004.
B.14 On June 29, 2005, The Company issued 24,240 common shares to a
consultant for accounting and financing services rendered to the Company in
the amount of $30,300.
B.15 On June 29, 2005, The Company issued 1,250,000 common shares to a
subsidiary company, ISA Financial Services Inc., to complete their purchase
of $43,733,000 of debt contract receivables from three California debt
Collection Companies.
B.16 On or about June 6, 2006, The Company issued 1,709,418 shares of its
restricted common stock to the financial company, Doubletree Capital
Partners, Inc., a related party, as consideration for the repayment and
conversion of $854,970 of loan advances and related interest due thereon, as
of May 31, 2006.
B.17 On or about June 6, 2006, the Company issued 740,000 shares of its
restricted common stock as payment for the conversion of $370,000 of accrued
consulting fees due Bernard L. Brodkorb, President and CEO of the Company.
B.18 On or about June 6, 2006, the Company issued 142,000 shares of
restricted common stock to Charles J. Newman as compensation for services
rendered to the Company in its reorganization efforts. Donald G. Kampmann, a
Director, was issued 142,000 shares of restricted common stock for services
rendered. Other outside consultants were issued 98,560 shares of restricted
common stock in payment for services rendered. These shares were issued at a
price of $.50 per share.
B.19 On or about June 26, 2006, the Company issued 155,000 shares of its
restricted common stock to the Directors of the Company as compensation for
services rendered to the Company in their positions as Directors to the
Company. These shares were issued at a price of $.50 per share for Directors
expense totaling $77,500.
B.20 On or about June 26, 2006, the Company issued 17,054,934 of its
restricted common stock pursuant to the terms of a November 2, 2000 funding
agreement between The Company, as agreed and executed by its prior management
and Board of Directors on that date, and Doubletree Capital Partners, Inc.
The issuances of these common shares are in exchange for conversion of
5,000,000 preferred stock shares, previous issued to Doubletree Capital
Partners, Inc. on November 7, 2000, and are in accordance with the conversion
terms of the November 2, 2000 funding agreement.
As a result of the above issuances of common stock, the total outstanding
common shares of the Company as of September 30, 2006 totals 23,989,912
common shares, $.0001 par value.
C. Stock Repurchases
No stock repurchase transactions have occurred during the reporting period.
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN 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 the forward-looking statements included in this
Form 10-KSB 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
since December 2000 to 2005 has been the restructuring of its financial
affairs.
On May 2005, ISAI completed a contract to purchase distressed consumer debt
Receivables. ISAI has outsourced the collection of these debts to an outside
collection agency. The purchase price of $1,094,900 was paid to three
California collection companies via the issuance of 1,250,000 restricted
common shares. ISAI now considers its restructuring to be completed and will
concentrate its efforts in the financial services industry, specifically in
the debt collection business.
Results of Operations for the Twelve Months ended September 30, 2006.
Sales and Gross Profit
As a result of the discontinuance of its two business segments in prior years
and no collection revenues being recognized from the collection efforts of
the purchased portfolios, no sales or collection revenues were recorded for
the twelve month period ended September 30, 2006, for the Company. The
Company is using the "cost recovery" for collection revenue recognition and
until such time as the entire cost of the purchased portfolios is recovered,
there will be no income recognized as collection revenue.
Operating and Interest Expenses
General and administrative expenses were $614,472, for the twelve months
ended September 30, 2006. The expenses for the fiscal year were principally
for office occupancy, telephone changes, consulting costs ($253,162),
President's consulting fees ($77,000) and salary ($28,000), accounting
($50,944), legal ($44,726) and bad debt ($95,809) costs. Interest expenses
decreased to $70,264 in the twelve months ended September 30, 2006 from
$83,111 for the twelve months ended September 30, 2005 primarily the result
of the decreased borrowings from the related and affiliated finance company
(DCP) that has been the sole source of required working capital needs as well
as the conversion of all loans and advances and related accrued interest from
the related and affiliated finance company into common shares in June 2006.
General and administrative expenses were $361,677 for the twelve months ended
September 30, 2005.
An impairment charge against the carrying value of the collections portfolio
was recorded as an expense in the amount of $378,287 in period ending
September 30, 2006 reducing the inventory value of finance contract
receivables.
Additional interest charges continue to be recorded as interest expense due
on previously non-converted and defaulted convertible debt obligations of the
Company.
As a result of the Company's entry in the debt collection business, the
Company has no specific anticipation as to new operating expenses in future
periods, except for third party collections cost's which have been set at
approximately 35% of gross collections.
These expenses will be recorded as portfolio collection cost as incurred by
the Company on its portfolio debt collections. However, new current expenses
are being incurred for office, telephone, consulting and legal and
professional expenses relating to proposed additional debt portfolio
acquisitions and the Company efforts in developing new business operations in
the debt collection business and related financial services industries.
Gains and Losses
Net loss for the fiscal year ended September 30, 2006 was $1,159,995. The
operating loss in 2006 is due principally to charges for services rendered
for consulting services, legal, professional, accounting costs and bad debts
and related expenses from the legal issues associated with the debt purchase
activities referred to in Item 3 - Legal Proceedings above. Also included in
the net loss for the year in addition to the expenses enumerated before is an
impairment write-down of $378,287 to the portfolio carrying value.
There were also interest expenses incurred in the amount of $70,264 during
the year ended September 30, 2006 that related to defaulted convertible
debentures that still exist at September 30, 2006 and related-party
convertible notes payable of the Company that were converted to common shares
in June 2006.
Liquidity and Capital Resources
For the fiscal year ended September 30, 2006 the Company raised $40,814
respectively from secured demand notes payable from a related investor. The
demand loans bear interest at the rate of 12% per annum and are
collateralized by all the assets of the Company.
The Company received net collections from its distressed debt portfolios of
$168,273, net after related direct collection costs, for the fiscal year
ended September 30, 2006. The Company believes net collections from the
current debt portfolios will be substantially reduced in the next year. As a
result, the Company will need to find additional sources of liquidity and
capital resources in the near future to sustain its current level of
operations. Further, the actions and related results of the U.S. Bankruptcy
Court Trustee will have a direct major effect on all liquidity and capital
resources of the Company in the year ended September 30, 2007 and thereafter.
As of September 30, 2006, the Company had current assets of $33,796
consisting of $25,561 in cash and $8,235 in trade receivables due from its
third party collector (net of the third party collection fee of approximately
35%). At the same time, the Company had $72,357 in current liabilities
consisting of $31,543 in accounts payable and demand secured notes payable of
$40,814. Accordingly, the Company had a working capital deficit of $38,561 as
of September 30, 2006.
The Company's current capital resources are not sufficient to supports its
development and operations. Capital will be necessary to support the ongoing
operation of the Company's general and administrative expenses and interest
expenses now currently due. 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 being made on its purchased debt
collection portfolios, however, the cash collections being generated are not
sufficient to support its future development of the financial services
business strategy being developed as well as the costs associated with the
month to month operations of the Company.
The Company will be seeking new additional sources of debt or equity
financing other than additional convertible notes payable issued by a related
party. Until the answers to new financing needs are solidified, the
reorganization process is not completed and 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, 2006 and 2005 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, 2006. 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
Year ended September 30, 2006
During the year ended September 30, 2006, the Company did not acquire any new
distressed debt receivable portfolios. The Company collected $265,245 in
gross collections through that date. After the collections fees were applied
and related verification costs, the Company received, on a net basis,
$168,273 from portfolio collections.
During the year ended September 30, 2005, the Company acquired $1,094,900 of
distressed debt receivable portfolio acquisitions and collected $78,343 in
gross collections through that date. After the collections fees were applied
and related verification costs, the Company received, on a net basis, $60,424
from portfolio collections.
The Company currently utilizes two collection agencies for the collection of
the distressed debt receivables and utilizes one law firm on a contingency
basis.
Portfolio Data
The following table shows the Company's portfolio buying activity during the
years ended September 30, 2006 and 2005 including the purchase price,
impairment write downs, actual cash collections and estimated future cash
collections value as of September 30, 2006 and 2005.
Year ended Year ended
9/30/2006 9/30/2005
--------- ---------
Purchase Price Actual Cost (1): $1,094,900
Beginning of Year Carrying Value: $1,016,557
Impairment Write downs (3) (378,287) 0
Collections Reduction to Portfolio Value (265,242) (78,343)
---------- ----------
End of Year Carrying Value: 373,028 1,016,557
========== ==========
Gross Collections 265,242 78,343
Direct Collection Costs (96,972) (17,919)
Actual Cash Collections (2) 168,270 60,424
Estimated Future Collection Values (4): $ 606,180 $1,797,780
(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 recovery costs or sale.
(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 collections refer to the actual cash collections,
including cash sales, plus estimated remaining collections.
Inflation
The Company's management believes that inflation has not had a material
impact on our results of operations for the year ended September 30, 2006.
Critical Accounting Policies
The Company utilizes the cost recovery method under guidance provided by the
AICPA issued Statement of Position ("SOP") 03-03 to determine income
recognized on finance receivables.
In October 2003, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") 03-03, "Accounting for Loans or Certain
Securities Acquired in a Transfer." This SOP proposes guidance on accounting
for differences between contractual and expected cash flows from an
investor's initial investment in loans or debt securities acquired in a
transfer if those differences are attributable, at least in part, to credit
quality. This SOP is effective for loans acquired in fiscal years beginning
after December 15, 2004.
The SOP would limit the revenue that may be accrued to the excess of the
estimate of expected future cash flows over a portfolio's initial cost of
accounts receivable acquired. The SOP would require that the excess of the
contractual cash flows over expected cash flows not be recognized as an
adjustment of revenue, expense, or on the balance sheet. The SOP would freeze
the internal rate of return, referred to as IRR, originally estimated when
the accounts receivable are purchased for subsequent impairment testing.
Rather than lower the estimated IRR if the original collection estimates are
not received, the carrying value of a portfolio would be written down to
maintain the original IRR. Increases in expected future cash flows would be
recognized prospectively through adjustment of the IRR over a portfolio's
remaining life. The SOP provides that previously issued annual financial
statements would not need to be restated.
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 $131,281 in related accrued interest
as of September 30, 2006. No interest payments were ever made by the Company
on the debentures. These debentures are classified as current liabilities.
The Company converted $940,000 of principal and accrued interest in the
amount of $165,644 into 15,794,917 (pre-split) common shares of the Company
at the rate of $0.07 per share during the year ended December 31, 2001. The
Company also converted during the year ended December 31, 2002, $386,640 in
principal and $112,247 in related interest into 9,977,750 (pre-split) shares
of common stock at the rate of $0.05 per share.
During the twelve months ended December 31, 2003, $65,000 in debentures
payable plus additional accrued interest due on extended debentures payable
of $50,000 in the amount of $21,633 were converted into common shares at a
negotiated price of $0.70 per share. Accordingly, 41,358 (post-split) common
shares were issued to these debenture holders. The Company and its financial
partner are presently attempting to convert the remaining $200,000 in
defaulted debenture holders to common shares.
Item 7. FINANCIAL STATEMENTS
The following consolidated financial statements of ISA Internationale Inc.
and its wholly owned subsidiaries and Independent Auditor's Reports thereon
are included herein:
TABLE OF CONTENTS Page
Report of Independent Registered Public Accounting Firm---------------27
Consolidated Balance Sheets as of September 30, 2006 and 2005---------28
Consolidated Statements of Operations for the twelve months ended
September 30, 2006 and 2005-----------------------------------------29
Consolidated Statements of Stockholders' Deficit for the twelve months
ended September 30, 2006 and 2005 ----------------------------------30
Consolidated Statements of Cash Flows for the twelve months ended
September 30, 2006 and 2005 ----------------------------------------31
Notes to Consolidated Financial Statements-------------------------32-50
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To: The Board of Directors
ISA Internationale Inc.
St. Paul, MN
We have audited the accompanying consolidated balance sheets of ISA
Internationale Inc. and subsidiaries as of September 30, 2006 and 2005, and
the related consolidated statements of operations, stockholders' deficit, and
cash flows for each of the twelve months 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 audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
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
audit provides 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, 2006 and 2005
and the results of its consolidated operations and its consolidated cash
flows for each of the twelve months 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 had virtually no
operations, suffered recurring losses and has debt in default. 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.
De Joya Griffth & Company, LLC
Henderson, NV
December 29, 2006
ISA INTERNATIONALE INC. and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Audited) (Audited)
ASSETS Sept 30, 2006 Sept 30, 2005
------------------------------
Current assets:
Cash and cash equivalents $ 25,561 $ 18,963
Trade receivable 8,235 15,766
------------ -----------
Total Current assets 33,796 34,729
Office equipment, at cost less deprecation 5,133 0
Other assets:
Finance contract receivables, net of collections 373,028 1,016,557
Note receivable 17,600 95,809
Organization cost - net of amortization 268 345
------------ -----------
Total Assets $ 429,825 $1,147,440
============= ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable - trade and taxes $ 31,543 $ 13,531
Convertible notes payable - related party 40,814 609,520
Accrued interest payable - related party 0 193,116
Accounts payable - related party 0 315,000
Common stock payable 0 17,400
Indemnification agreement - related party 0 0
------------ -------------
Total Current Liabilities 72,357 1,148,567
------------- -------------
Stockholders' Equity (deficit):
Preferred convertible stock, par value $.0001;
30,000,000 shares authorized,
5,000,000 shares issued and outstanding at September
30, 2005 and none at September 30, 2006 0 500
Common stock, par value $.0001; 300,000,000
shares authorized; 3,948,000 shares issued and
outstanding at September 30, 2005 and 23,989,912
at September 30, 2006 2,399 394
Additional paid-in capital 8,831,608 7,314,523
Accumulated deficit (8,476,539) (7,316,544)
------------- ------------
Total Stockholders' Equity (deficit) 357,468 (1,127)
------------- ------------
Total Liabilities and Stockholders' Equity (deficit) $ 429,825 $1,147,440
============= ============
The accompanying notes are an integral part of these financial statements.
ISA INTERNATIONALE INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Audited) (Audited)
Twelve Months Ended Twelve Months Ended
September 30, 2006 September 30, 2005
------------------- -------------------
Operating revenues
Portfolio collections $ 0 $ 0
Operating expenses:
Portfolio collection Costs 96,972 17,920
General & administrative 614,472 361,677
Impairment charge on portfolio carrying cost 378,287 0
------------ -----------
Operating expenses 1,089,731 379,597
------------ -----------
Operating loss (1,089,731) (379,597)
Other income (expense):
Interest expense (70,264) (83,111)
------------ -----------
Net (loss) - operations (1,159,995) (462,708)
Net (loss) $ (1,159,995) $ (462,708)
============ ===========
Basic and diluted (loss) per share
$ (0.12) $ (0.16)
============ ===========
Weighted Average common shares outstanding:
(restated for reverse stock split)
Basic & Assuming Diluted 9,373,146 2,923,907
============ ===========
The accompanying notes are an integral part of these financial statements.
ISA INTERNATIONALE INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
TWELVE MONTHS ENDED September 30, 2006 AND 2005
Preferred Stock Common Stock Additional Total
Number of Par Numbers of par Paid-in Accumulated Stockholders
shares Value Shares value Capital Deficit Deficit
--------------------------------------------------------------------------------------------------------------
Balance, September 30, 2004 5,000,000 $500 2,573,758 $257 $6,080,108 $(6,853,836) $ (772,971)
Issuance of common stock as
Settlement to former convertible
debenture holders and stockholders
at $0.70 per share 100,002 10 69,991 70,001
Issuance of common stock for service 24,240 2 21,208 21,210
Issuance of common stock to purchase
debt receivables 1,250,000 125 1,094,775 1,094,900
Beneficial conversion expense related
to convertible notes, related party 27,441 27,441
Indemnification agreement additional
interest for two debenture holders 21,000 21,000
Net (loss) for period (462,708) (462,708)
----------------------------------------------------------------------------
Balance, September 30, 2005 5,000,000 $500 3,948,000 $394 $7,314,523 ($7,316,544) $(1,127)
Issuance of common stock for service 382,560 39 195,081 195,120
Indemnification agreement additional
interest for two debenture holders 21,000 21,000
Issuance of common stock to related
party for debt conversions
of $854,970 1,709,418 171 854,799 854,970
Issuance of common stock to President
for debt conversions of $370,000 740,000 74 369,926 370,000
Issuance of common stock to Directors
for services 155,000 15 77,485 77,500
Issuance of common stock in exchange
of preferred stock, as per November
2000 agreement (5,000,000) (500) 17,054,934 1,706 (1,206) 0
Net (loss) for period (1,159,995) (1,159,995)
-----------------------------------------------------------------------------
Balance, September 30, 2006 0 $0 23,989,912 $2,399 $8,831,608 ($8,476,539) $357,468
=============================================================================
The accompanying notes are an integral part of these financial statements.
ISA INTERNATIONALE INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Twelve Months Ended September 30, 2006 and 2005
(AUDITED) (AUDITED)
Twelve Months Ended Twelve Months Ended
September 30, 2006 September 30, 2005
------------------ -----------------
Cash flows from operations:
(Loss) before extraordinary item from
continuing operations $(1,159,995) $ (462,708)
Adjustments to reconcile net (loss) from operations
to cash flow used in operating activities:
Depreciation, a non cash charge 367 0
Amortization of incorporation costs 79 47
Consulting expense charge, a non cash charge 275,689 0
Reduction of debt receivable purchase price
on gross collections received 265,241 78,343
Impairment charge on debt receivable purchase
price carrying cost 378,287 0
Charge off of costs incurred for unsuccessful
acquisitions 95,809 39,806
Beneficial conversion charge 0 27,441
Trade receivables 7,531 (15,766)
Note receivable for incurred acquisition costs (17,600) (95,809)
Common stock payable - services (17,400) 17,400
Common stock issued - services 0 21,210
Accounts payable & accrued expenses 18,012 3,214
Accrued expenses - related party 55,000 140,000
Accrued interest payable, related party and other 70,264 83,112
---------- ----------
Cash used in operations (28,716) (163,710)
---------- ----------
Cash flow from investing activities:
Purchase of office equipment (5,500) 0
Incorporation costs- new subsidiary 0 (393)
---------- ----------
Cash (used in) investing activities (5,500) (393)
---------- ----------
Cash flows from financing activities
Proceeds from issuance of convertible
and secured debt to related party 40,814 180,411
---------- ----------
Cash Provided by financing activities 40,814 180,411
---------- ----------
Increase (decrease) in cash and cash equivalents 6,598 16,308
Cash and cash equivalents, beginning of period 18,963 2,655
---------- ----------
Cash and cash equivalents, end of period 25,561 18,963
========== ==========
Non-cash investing in financing transactions:
Issuance of common stock for services by
directors and consultants 272,620 0
Payment of convertible debentures and accrued
interest thereon with common stock 0 70,001
Payment of convertible and secured loans and
accrued interest thereon with common stock
to related party 854,970 0
Payment of accrued consulting payable to President
with common stock 370,000 0
Stock issued for investment in subsidiary to
purchase debt receivables 0 1,094,900
Additional paid in capital for indemnification
agreement 21,000 21,000
---------- ----------
Total non-cash transactions $ 1,518,590 $ 1,185,901
========== ==========
The accompanying notes are an integral part of these financial statements.
ISA INTERNATIONALE INC. and SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
TWELVE MONTHS ENDED SEPTEMBER 30, 2006
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,
reorganization specialists, Doubletree Capital Partners LLC, has internally
reorganized the Company's financial affairs and changed its direction to
focus on the financial services industry.
These consolidated financial statements included 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 that commenced on May 18, 2005 and completed in September
2005, the Companies currently operate as debt collection companies.
On August 19, 2004, the Company signed an asset purchase agreement with five
California Companies, wherein common shares of the Company would be used to
purchase the assets being acquired. Terms of the agreement, as previously
reported in 8K filings by the Company on August 23, 2004, November 3, 2004,
January 14, 2005 and recently April 30, 2005, were not complied with by the
seller of the assets enumerated in the agreement and, accordingly, the
Company was not able to complete the asset purchase agreement. Certified
audits of the seller companies were required by the agreement and the seller
companies were not able to deliver these required certified audits for the
years 2003 and 2004. However, on May 18, 2005, the Company did consummate the
purchase of a portion of the companies consumer receivable portfolios for
$1,094,900.
The Company accounts for its debt receivables under the guidance of Statement
of Position ("SOP") 03-3, "Accounting for Loans or Certain Debt Securities
Acquired in a Transfer." This SOP limits the yield that may be accreted
(accretive yield) to the excess of the Company's estimate of undiscounted
expected principal, interest and other cash flows (cash flows expected at the
acquisition to be collected) over the Company's initial investment in the
debt receivables. Subsequent increases in cash flows expected to be collected
are recognized prospectively through adjustment of the debt receivables yield
over its remaining life. Decreases in cash flows expected to be collected are
recognized as impairment to the debt receivable portfolios. The Company's
proprietary collections model is designed to track and adjust the yield and
carrying value of the debt receivables based on the actual cash flows
received in relation to the expected cash flows. This method is commonly
referred to as the "cost recovery method" for revenue recognition under which
no revenue is recognized until the investment amount of $1,094,900 has been
recovered.
In the event that cash collections would be 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 profit and loss of the Company at that time.
During the year ended September 30, 2006, the Company did record an
impairment write-down of its debt portfolio carrying cost in the amount of
$378,287. The Company determined that there are large portions of the
purchased debt receivables that are virtually uncollectible. The Company
further discovered that portions of the purchased accounts had been
previously sold by the "seller" collection companies prior to the Company's
purchase of the debt receivables in May 2005. The Company also has discovered
that portions of its purchased debt receivables have been improperly sold by
the "seller" third party collection agents and recovery is being sought for
these losses. However, the impairment write down charge has been made at
September 30, 2006 for all of these types of account issues as well as
others.
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.
At September 30, 2006, the "seller" collection companies are in chapter 7
bankruptcy proceedings and no recoveries for incurred expenses or costs to
date are provided for in these financial statements.
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.
Changes in debt receivables for the year ended September 30, 2006 were
as follows:
Year Ended
September 30, 2006
----------------
Balance at beginning of period October 1, 2005 $ 1,016,557
Acquisition of debt receivables 0
Cash collections applied to principal (265,242)
Impairment write down (378,287)
-----------------
Balance at the end of the period $ 373,028
=================
Estimated Remaining Collections ("ERC")(unaudited) * $ 606,180
=================
* The Estimated Remaining Collection refers to the sum of all future
projected cash collections from acquired portfolios. ERC is not a balance
sheet item, however, it is provided for informational purposes. There was no
revenue recognized on debt receivables for the year ended September 30, 2006.
Under SOP-03-3 debt security impairment is recognized only if the fair market
value of the debt has declined below its amortized costs. The Company has
recorded impairment write downs in the amount of $378,287 and no amortized
costs are in excess of fair market value. Therefore, no further impairment
for the finance receivables is needed at September 30, 2006.
1.b) Stock split
On January 12, 2004, the Company's Board of Directors approved a reverse
stock split of 1 to 140, effective on common shares outstanding as of January
22, 2004. The accompanying financial statements and notes reflect all shares
and per share amounts on a post-split basis.
1.c) Presentation
The Consolidated Balance Sheet at September 30, 2006 contains contra account
statement presentation for certain convertible debenture notes payable,
related accrued interest payable and accounts payable-disposed business in
the amount of $355,281. Reference should be made to note 4.e. in these notes
to financial statements for additional information as to consolidated
financial statement presentation at September 30, 2006.
1.d) USE OF ESTIMATES
The preparation of the financial statements 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.
In 2004, significant estimates of the fair value of the Company's common
stock were computed under FASB Statement No. 123, Accounting for Stock-Based
Compensation, and used to value the 6,000,000 shares stock option for $60,000
to DCP, a related party corporation owned 50% by the company's President and
50% by an affiliated stockholder and the 1,200,000 shares to DLC a related
party corporation owned 50% by the company's President and 50% by an
affiliated stockholder for an indemnification agreement to the Company in the
amount of $329,714. 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 stock issuances by the
Company's Board of Directors through September 30, 2006.
1.e) REVENUE RECOGNITION
There were no operating revenues in 2006. Revenue will be recognized based on
AICPA Statement of Position 03-3, if the management is reasonably comfortable
with expected cash flows. In the event, expected cash flows cannot be
reasonably estimated, the Company will use the "Recovery Method" under which
revenues are only recognized after the initial investment has been recovered.
1.f) ADVERTISING COSTS
No advertising expenses were incurred in 2006.
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 2006 and 2005, all potentially
issuable shares have been excluded from the calculation of loss per share, as
their effect is anti-dilutive. The weighted average calculation includes the
common stock payable transactions as enumerated in note 5b. potentially
issuable.
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
Shares of the Company's common stock were issued for consulting services and
settlement expenses. The common stock share issuances for the settlement
expenses were computed using a common stock price of $0.50 per share. These
stock issuances were valued based upon the fair value of the consideration of
debt relief or services rendered to the Company. See Note 1.c) above for
discussion of the use of estimates in share valuation. The common stock
shares issued for consulting services were issued utilizing a negotiated
common stock price of $1.25 per share.
1.j) FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company uses the following methods and assumptions to estimate the fair
value of each class of financial instruments for which it is practicable to
estimate such value:
Cash and short-term investments: The carrying amount approximates fair value
because of the short maturity of those instruments.
Accounts payable: The carrying value of accounts payable approximates fair
value due to the short-term nature of the obligations.
Convertible debentures and notes payable: The carrying value of the Company's
convertible debentures and notes payable, which are in default, approximates
fair value due to the short-term nature of the obligations.
1.k) NEW ACCOUNTING PRONOUNCEMENTS
In December 2004, the FASB issued SFAS No.153, "Exchanges of Nonmonetary
Assets, an amendment of APB Opinion No. 29, Accounting for Nonmonetary
Transactions. "The amendments made by Statement 153 are based on the
principle that exchanges of nonmonetary assets should be measured based on
the fair value of the assets exchanged. Further, the amendments eliminate the
narrow exception for nonmonetary exchanges of similar productive assets and
replace it with a broader exception for exchanges of nonmonetary assets that
do not have commercial substance. Previously, Opinion 29 required that the
accounting for an exchange of a productive asset for a similar productive
asset or an equivalent interest in the same or similar productive asset
should be based on the recorded amount of the asset relinquished. Opinion 29
provided an exception to its basic measurement principle (fair value) for
exchanges of similar productive assets. The Board believes that exception
required that some nonmonetary exchanges, although commercially substantive,
be recorded on a carryover basis. By focusing the exception on exchanges that
lack commercial substance, the Board believes this Statement produces
financial reporting that more faithfully represents the economics of the
transactions. The Statement is effective for nonmonetary asset exchanges
occurring in fiscal periods beginning after June 15, 2005. Earlier
application is permitted for nonmonetary asset exchanges occurring in fiscal
periods beginning after the date of issuance.
The provisions of this Statement shall be applied prospectively. The Company
has evaluated the impact of the adoption of SFAS 153, and does not believe
the impact will be significant to the Company's overall results of operations
or financial position. In December 2004, the FASB issued SFAS No.123 (revised
2004), "Share-Based Payment". Statement 123(R) will provide investors and
other users of financial statements with more complete and neutral financial
information by requiring that the compensation cost relating to share-based
payment transactions be recognized in financial statements. That cost will be
measured based on the fair value of the equity or liability instruments
issued. Statement 123(R) covers a wide range of share-based compensation
arrangements including share options, restricted share plans, performance-
based awards, share appreciation rights, and employee share purchase plans.
Statement 123(R) replaces FASB Statement No. 123, Accounting for Stock-Based
Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued
to Employees. Statement 123, as originally issued in 1995, established as
preferable a fair-value-based method of accounting for share-based payment
transactions with employees. However, that Statement permitted entities the
option of continuing to apply the guidance in Opinion 25, as long as the
footnotes to financial statements disclosed what net income would have been
had the preferable fair-value-based method been used. Public entities (other
than those filing as small business issuers) will be required to apply
Statement 123(R) as of the first interim or annual reporting period that
begins after June 15, 2005. The Company has evaluated the impact of the
adoption of SFAS 123(R), and does not believe the impact will be significant
to the Company's overall results of operations or financial position.
In March 2004, the FASB approved the consensus reached on the Emerging Issues
Task Force (EITF) Issue No. 03-1, "The Meaning of Other-Than-Temporary
Impairment and Its Application to Certain Investments." The objective of this
Issue is to provide guidance for identifying impaired investments. EITF 03-1
also provides new disclosure requirements for investments that are deemed to
be temporarily impaired. In September 2004, the FASB issued a FASB Staff
Position (FSP) EITF 03-1-1 delaying the effective date of the measurement and
recognition guidance in EITF 03-1 until after further deliberations by the
FASB. The disclosure requirements are effective only for annual periods
ending after June 15, 2004. The Company has evaluated the impact of the
adoption of the disclosure requirements of EITF 03-1 and does not believe the
impact will be significant to the Company's overall results of operations or
financial position. Once the FASB reaches a final decision on the measurement
and recognition provisions, the company will evaluate the impact of the
adoption of EITF 03-1.
In November 2004, the FASB issued SFAS No. 151 "Inventory Costs, an amendment
of ARB No. 43, Chapter 4". The amendments made by Statement 151 clarify that
abnormal amounts of idle facility expense, freight, handling costs, and
wasted materials (spoilage) should be recognized as current-period charges
and require the allocation of fixed production overheads to inventory based
on the normal capacity of the production facilities. The guidance is
effective for inventory costs incurred during fiscal years beginning after
June 15, 2005. Earlier application is permitted for inventory costs incurred
during fiscal years beginning after November 23, 2004. The Company has
evaluated the impact of the adoption of SFAS 151, and does not believe the
impact will be significant to the Company's overall results of operations or
financial position.
In December 2004, the FASB issued SFAS No.152, "Accounting for Real Estate
Time-Sharing Transactions, an amendment of FASB Statements No. 66 and 67"
(SFAS 152). The amendments made by Statement 152 This Statement amends FASB
Statement No. 66, Accounting for Sales of Real Estate, to reference the
financial accounting and reporting guidance for real estate time-sharing
transactions that is provided in AICPA Statement of Position (SOP) 04-2,
Accounting for Real Estate Time-Sharing Transactions. This Statement also
amends FASB Statement No. 67, Accounting for Costs and Initial Rental
Operations of Real Estate Projects, to state that the guidance for (a)
incidental operations and (b) costs incurred to sell real estate projects
does not apply to real estate time-sharing transactions. The accounting for
those operations and costs is subject to the guidance in SOP 04-2.
This Statement is effective for financial statements for fiscal years
beginning after June 15, 2005, with earlier application encouraged. The
Company has evaluated the impact of the adoption of SFAS 152, and does not
believe the impact will be significant to the Company's overall results of
operations or financial position.
(2.) LIQUIDITY AND GOING CONCERN MATTERS
The Company has had limited operations and only recently entered into new
operations in the debt collection business and incurred losses since its
inception and, as a result, has an accumulated deficit of $8,476,539 at
September 30, 2005. The net loss for the twelve month period ended September
30, 2006 was $1,159,995. The Company had convertible debenture debt in
default in the amount of $ 200,000, plus related accrued interest payable of
$131,281.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 is entering into the debt collection
business within the financial services industry and remains in default on
certain debenture obligations amounting to $200,000.
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 to insert itself into the debt collection
industry as a result of its recent consumer debt asset acquisition agreement.
The Company resumed operations after an approximate five year reorganization
period. However, there is no assurance these actions will be successful.
Recent acquisition agreement contracts were previously announced in the
Company's 8-K filings that did not result in a successful asset acquisition
as originally planned. Due to the inability of the Company to receive
certified audits of the assets of the acquired companies, as required in the
asset acquisition agreement, none of the acquisition companies assets were
acquired except for a smaller purchase of $43,733,000 in consumer debt assets
that was completed in September 30, 2005. The Company did provide audit and
bookkeeping assistance to enable the completion of the agreement for the
certified audits for the years 2003 and 2004 as required by the contract
terms. The Company incurred costs of $125,670 and $146,755 as of September
30, 2006 and 2005, respectively related to this acquisition and bankruptcy
activity.
These costs have been recorded as a charge to the operations of the Company
either in the form of bad debts or specific charges for the expenses. During
the year ended September 30, 2005, the Company did receive a secured
promissory note from the "seller" collection companies in the amount of
$95,809, however, it has been charged off as a bad debt from the "seller"
collection companies. These companies are involved in Chapter 7 bankruptcy
proceedings in the U.S. Bankruptcy Court in Woodland Hills, California.
Additionally, the Company has recorded impairment write-downs of $378,287 at
September 30, 2006 respectively on the purchased debt receivable total costs
of $1,094,900. These impairment cost write-downs and the additional $272,425
for incurred acquisition costs are the subject of a priority and secured
claim submitted to the United States Bankruptcy Court in California. The
Company is attempting to assert and protect its filed claim rights against
the former collection companies with whom it previously sought to purchase
various debt collection assets that were represented to be owned by them.
The Company is a party as a defendant in an adversarial lawsuit that was
commenced in July, 2006 against the Company by the Trustee for the debtor
collection companies in the Chapter 7 proceeding as filed in the U.S.
Bankruptcy in California. The Company does not believe that the Trustee's
adversarial proceeding lawsuit position and asserted claims will prevail and
the Company is continuing to assert its priority and secured creditor status,
and obtain recovery of its losses, incurred expenses, and related damages.
On July 18, 2006, The Company was served a summons and complaint in the
commencement of an adversary proceeding in the U.S. Bankruptcy Court Case(s)
of Harrison Asset Management, Inc., Cash Asset Management, Inc. and Money
Asset Management, Inc. in the Central District of California, San Fernando
Valley Division. The U.S. Bankruptcy Court Trustee, on behalf of the debtor
collection companies, filed the summons and complaint against the Company
seeking avoidance and recovery of fraudulent transfers; civil conspiracy for
fraudulent transfer; avoidance of unperfected sale; determination of the
validity, priority and extent of lien (as filed by the Company); turnover (of
debt receivables purchased) and objection to the proof of claims filed by the
Company, ISA Internationale, Inc., subsequent in January 2006.
The Company believes that the Trustee's summons and complaint positions are
without merit and will vigorously defend its actions in the debt receivable
purchase and seek recovery of all damages incurred, expenses advanced and
related losses thereto since August 19, 2004, the date the relationship with
the debtor companies commenced through and including the date of May 18,
2005, the date of the debt receivable purchases by the Company and further
through the date of suit commencement and termination.
Since July 18, 2006, the Trustee in the U.S. Bankruptcy Court Case has also
sued the Company's President in his capacity as President for civil
conspiracy. On September 11, 2006, the Trustee filed their first amended
complaint and suing the Company's President for civil conspiracy. On
September 25, 2006, the Company and its President filed counterclaims against
the Trustee and third party claims against Dante Fala, former President and
current sole shareholder of the "seller" collection companies and the third
party collection company, their predecessor business and their officers.
On November 22, 2006, a motion to dismiss adversary proceeding for failure to
state a claim was filed by the Company's President. The motion was
subsequently granted with leave to amend by the Bankruptcy Judge in December
2006. The Company is seeking costs and damages in excess of $1,000,000 and
will vigorously defend against all claims and expects to prevail in its
actions against the Trustee as well as the third party claimants. The parties
are currently set to begin discovery in January 2007.
(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:
2006 2005
--------- ---------
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, 2006
and September 30, 2005 is presented below:
2006 2005
--------- ---------
Deferred tax assets:
Net operating loss carry forward $2,546,597 $2,202,929
Start up costs - -
Other - -
--------- ---------
Total gross deferred tax assets 2,546,597 2,202,929
Valuation allowance (2,546,597) (2,202,929)
--------- ---------
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, 2006.
For the period ended September 30, 2006, the Company reported a net operating
tax loss carry-forwards of approximately $6,737,030. The federal net
operating loss carry-forwards begin to expire in the year 2011.
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 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
The preferred stock may be issued from time to time in one or more series.
Each series is to be distinctly designated. All shares of any series of the
preferred stock shall be alike in all rights. Each series will identify the
rights to preference in liquidations, voting rights, dividend and other
powers, qualifications, or restrictions.
During 2000, the Company issued 5,000,000 shares of preferred stock with
voting rights equivalent to the number of shares of common stock the
shareholder would be entitled to under the conversion feature of the stock.
The conversion feature allows the shareholder to convert to 125,000 (post-
split) common shares (after giving effect to the reverse stock split that was
effective on January 22, 2004) or 75% ownership of the common stock to be
outstanding, based upon an anti-dilution provision clause that states upon
exercise, the preferred shares will ultimately convert into no less than a
75% ownership of the then common shares to be outstanding. As a result of the
shares issued and common stock payable as of September 30, 2005, common
shares issuable to the Financial Company for its convertible loans and
accrued interest payable and computed on a post-split basis, the preferred
shares upon conversion would convert into no less than 12,910,508 additional
common shares. The timing of the conversion is at the discretion of the
holder.
On January 12, 2004, by written action of the stockholders of a majority of
the common stock outstanding, and at a duly called special meeting of its
shareholders, the Company approved the increase of the aggregate number of
shares of preferred stock authorized from 5,000,000 to 30,000,000. The
principal purpose of the authorizing of a preferred share increase was to
enable the Company to have additional means to facilitate new capital
attraction at the time of the completion of the reorganization process.
In June, 2006, the holder of the 5,000,000 preferred shares exercised their
right to convert their preferred shares into common shares. In accordance
with the terms as specified in the second paragraph of this footnote and the
terms of the re-organization agreement consummated on November 2, 2000, the
holder, with the agreement of the prior management of the Company and the
prior Board of Directors on that date, was issued 17,054,934 common shares in
exchange for the preferred shares that have since been retired by the
Company.
(4.b) COMMON STOCK
As of September 30, 2006, 23,989,912 shares of common stock were issued and
outstanding.
During 2006, the following common shares were issued in exchange for services
rendered to the Company or liabilities extinguished by the Company:
To whom issued: Common shares issued: Value:
Consultants and Directors 537,560 $ 270,120
President of Company 740,000 370,000
Doubletree Capital Partners 1,709,418 854,970
Doubletree Capital Partners 17,054,934
(per November 2000 Preferred Stock Conversion Agreement)
----------- -----------
Totals: 20,041,912 $1,495,090
========== =========
In June, 2006, the Company also issued 17,054,934 common shares to the holder
of the 5,000,000 preferred shares as they exercised their right to convert
their preferred shares into common shares in accordance with the terms as
specified in the second paragraph of this footnote and the terms of the re-
organization agreement consummated on November 2, 2000. See note 4.a above
for additional information. The preferred shares previously outstanding have
since been retired by the Company.
As of September 30, 2005, 3,948,000 shares of Common stock were issued and
outstanding, of which 1,374,242 shares of Common stock were issued during the
twelve month period ending September 30, 2005. Of these shares, 100,002 were
valued based upon the amount of the liability settled at a negotiated per
share price of $0.70 per share. The remaining 1,274,240 were issued as
follows: 1,250,000 restricted common shares as payment for the purchase of
$43,733,000 of distressed defaulted consumer debt receivables and 24,240
restricted common shares for services rendered for consulting services to the
Company.
As discussed in Note 1, the Company entered into an asset purchase agreement
with five California Companies which was subsequently terminated as result of
the failure to provide required certified audits by the California Companies.
However, the Company had issued approximately 8,000,000 shares of common
stock related to this unsuccessful asset purchase agreement which had not
been returned from an escrow account designated to facilitate the
transaction. The Company is currently seeking the return of these shares from
the escrow account and believes it will be successful. The Company has not
included these shares in the accompanying consolidated financial statements
as either issued or outstanding since there were no consideration given for
these shares and the asset purchase agreement was terminated.
(4.c) STOCK OPTIONS
On July 1, 2004, the Company's Board of Directors granted a stock option for
6,000,000 common shares to a related party Doubletree Capital Partners,
Inc.(DCP) at an exercise price of $.60 per share for a five year term
commencing July 1, 2004. The option was granted to DCP as a means to preserve
ownership interest as required in preliminary acquisition discussions. As of
September 30, 2006, the stock options were still outstanding and none of the
options had been exercised.
The Company values its stock options awards under SFAS 123(R).
As of September 30, 2006, the following table is a summary of the stock
options outstanding on that date adjusted for the reverse stock split of 1
for 140 that occurred in January 2004
Weighted Average
Number of Exercise
Stock Options Shares Price
(post-split) (post-split)
----------------------------------------- --------- ---------
Outstanding & exercisable at September 30, 2004 6,023,661 1.78
Granted 0 0
Exercised - -
Expired or cancelled (23,661) (3.00)
--------- ---------
Outstanding & exercisable at September 30, 2005 6,000,000 $ .60
========= =========
Granted 0 0
Exercised - -
Expired or cancelled 0 0
--------- ---------
Outstanding & exercisable at September 30, 2006 6,000,000 $ .60
========= =========
(4.e) 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 next four years from June 30, 2004. The Company has
deemed the value of the transaction to be $329,714 based upon the
consideration given to the Company in the indemnification agreement.
During the four years of the agreement, DLC will endeavor 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 can
be summarized as (1) one defaulted convertible debenture in the 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, 2006. Both of these notes
are included on the books of the Company along with related accrued interest
payable in the amount of $110,281, (2) One account payable - disposed
business in the amount of $24,000 is also covered by this indemnification
agreement.
The following is summary of the presentation of the liabilities in the
Balance Sheet at September 30, 2006:
Description of debt indemnification: Current Long-term
Defaulted convertible debenture payable $ 150,000 $ 0
Defaulted accrued interest payable 131,281
Account payable-disposed business 24,000
Convertible debenture payable 50,000 0
Less, contra-indemnification receivable (355,281) 0
--------- ---------
Balances per Balance Sheet, at
September 30, 2006: $ 0 $ 0
========= =========
The Company believes that beyond the $355,281 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.
(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 mature 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, 2006, the Company was in default on the terms of payment
of quarterly interest on these debentures amounting to $131,281.
Accordingly, two remaining convertible debentures have been classified as a
current liability amounting to $150,000. Reference should be made to note 4.e
in these notes to financial statements as this amount has been offset by a
contra-indemnification receivable.
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 also lowered to 6% par annum. The
debenture is also 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 December 29, 2006, the currently due $50,000
convertible debenture principal has not yet been paid nor has the related
interest due thereon in the amount of %10,750. The $150,000 previous
defaulted debenture notes and their related interest both continue to remain
unpaid.
(5.b) CONVERTIBLE or SECURED NOTES PAYABLE - RELATED PARTY
The Company issued convertible notes payable during the twelve months ended
September 30, 2005 to an entity owned by two of the Company's stockholders.
These notes were due on demand, had interest rates at 12% per annum and were
secured by the assets of the Company. They were also convertible at the
option of the holder into common stock at $0.70 per share. These convertible
notes were previously convertible at the rate of $2.80 per share, but in July
2004, the Board of Directors changed the conversion rate to $.70 per share.
The change did not result in any beneficial intrinsic value to their holders
and no change to the Company's financial statements was required as the fair
value of the Company's common stock was less than the $0.70 per share.
The issuance of these notes did not include a beneficial conversion feature
with intrinsic value resulting from the market value for common stock being
less than the conversion price. Interest expense on these notes amounted to
$62,112 during the twelve months ended September 30, 2005.
Accrued interest on these notes was $193,116 at September 30, 2005. On June
6, 2006 these convertible notes had an unpaid loan balance due by the Company
in the amount of $612,590 and unpaid total interest due also by the Company
in the amount of $242,380. These notes and their unpaid interest were
converted into common shares of the Company at the reduced price of $.50, as
approved by the Company's Board of Director's at a duly held meeting and the
notes and related interest are now paid in full.
Item 8.a. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Within the 90 days prior to the end of the period covered by this report, the
Registrant carried out an evaluation of the effectiveness of the design and
operation of its disclosure controls and procedures pursuant to rule 13a-15
under the Securities Exchange act of 1934, as amended ("Exchange Act"). This
evaluation was done under the supervision and with the participation of the
Registrant's President. Based upon that evaluation, they concluded that the
Registrant's disclosure controls and procedures are effective in gathering,
analyzing and disclosing information needed to satisfy the Registrant's
disclosure obligation under the Exchange Act. There were no significant
changes in the Registrant's disclosure Controls and procedures, or in its
factors that could significantly affect those controls since the most recent
evaluation of such controls.
As a non-accelerated filer with a fiscal year end of September 30, the
Company must first begin to comply with the requirements of Section 404 of
the Sarbanes-Oxley Act of 2002 ("Section 404") for the fiscal year ending
September 30, 2007. During fiscal 2007, management will review and evaluate
the effectiveness, and where necessary, enhance the Company's internal
controls over financial reporting. The Company anticipates that it may need
to engage a third party to assist it with the design of such internal
controls over financial reporting. As of the date of this report, the Company
has not yet engaged any such third party. This review and any enhancements,
if necessary, will likely involve significant time and expense by the Company
and its independent auditors. Accordingly, there can be no assurances that
the Company will be in compliance with the requirements of Section 404 by
September 30, 2007.
Item 8.b. OTHER INFORMATION
None
PART III
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
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, 2006, 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, 2005,
their ages, the year first elected as an executive officer and/or director of
the Company, and employment for select persons 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] 65 January 2001
[1] (Note: Was Treasurer, Chief Financial Officer and Director from October
1997 to July 2000.
Donald G. Kampmann Outside Director 52 January 2001
James S. Dixon Outside Director 58 January 2001
Directors:
BERNARD L. BRODKORB (October 1997 to July 2000; January 2001 to present) was
the Treasurer, Chief Financial Officer and a director of the Company since
it's inception in October 1997. Mr. Brodkorb resigned as Treasurer, Chief
Financial Officer and Director on July 2000. He was elected to the board of
directors in January 2001, elected by the board of directors as interim
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. Mr. Kampmann is President
of Freeland Financial Services and Minneapolis Financial Center, a Minnesota
mortgage placement and service center for mortgage loans for over the last
six years.
JAMES S. DIXON (January 2000 to present) is an outside director of the
Company from January 2000 to present. Mr. Dixon has been an allotted board
member by Doubletree Capital Partners, Inc. Mr. Dixon has been Vice
President and Secretary of West America Securities, Inc. of Scottsdale,
Arizona during the last six years.
Changes to names of Directors and Officers during the period from October 1,
2003 through September 30, 2006:
Resignations (August 25, 2005):
ROGER G. GARMANN (August 2000 to August 25, 2005) was an outside director of
the Company from August 2000 to August 25, 2005. Mr. Garmann has a law
enforcement background and worked for ISAI's wholly owned subsidiary
International Strategic Assets, Inc for five years as a salesman.
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 2004 and 2005, Bernard Brodkorb, Charles Newman and Doubletree Capital
Partners, Inc. filed Statements of Beneficial Ownership on Form 3 and Form 4.
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, or persons performing similar functions as well as all Board of
Director's members.
Item 10. EXECUTIVE AND DIRECTOR COMPENSATION
For the twelve months ended September 30, 2006 and 2005, cash and non cash
compensation was paid to executive officers or directors.
The following table sets forth information 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
OTHER RESTRICTED SECURITIES
NAME AND ANNUAL STOCK UNDERLYING LTIP ALL OTHER
PRINCIPAL FISCAL COMPENSA AWARD OPTIONS PAYOUTS COMPENSA
POSITION YEAR SALARY ($) BONUS ($) TION ($) ($) SARS ($) ($) TION($)
-------------------------------------------------------------------------------------------------
Bernard L. 2006 $28,000(1) -0- 77,000 -0- -0- -0- -0-
Brodkorb 2005 (1) -0- 140,000 -0- -0- -0- -0-
President, CEO
-------------------------------------------------------------------------------------------------
Directors 2006 -0- -0- $77,500 -0- -0- -0- 0
Directors 2005 -0- -0- -0- -0- -0- -0- 0
-------------------------------------------------------------------------------------------------
(1) Compensation for Bernard L. Brodkorb was recorded on the books of the
Company as compensation -consulting ($77,000) and salary ($28,000) for the
year 2006 and was paid in cash or common stock for services rendered. For the
year 2005, all of the compensation was non-cash consulting and accrued as
Accounts Payable-Related Party and then paid in common stock in June 2006.
Director Compensation
In 2006, Directors received 155,000 shares of common stock as compensation
for their services as directors for the period from January 1, 2004 through
June 30, 2006.
These shares were voted and approved by the Board of Directors in December
2006 and were valued at $.50 per common share to be issued.
No additional Director compensation has been authorized for services for the
year 2006 for the period from July 1, 2006 through January 12, 2007, the date
of this 10KSB report filing.
Stock Options Granted for Compensation
We do not have any stock option plans at this time, but plan to adopt a plan
for our employees in the future.
In July 2004 the Company's Board of Directors granted a stock option for
6,000,000 common shares to a related party, Doubletree Capital Partners,
Inc., at an exercise price of $.60 per share for a five year term commencing
July 1, 2004.
The option was granted to DCP as a means to preserve ownership interests as
required in preliminary acquisition discussions. As of September 30, 2005,
the stock options were still outstanding and none of the options had been
exercised.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of September 30, 2006, 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.
11-A. Security Ownership of Certain Beneficial Owners
11-B. Security Ownership of Management
Shares of Common Stock Percent of
Name and Address of Beneficial Owner Beneficially Owned Outstanding
-------------------------------------------------------------------------
Doubletree Capital Partners, Inc. (1) 27,254,710 90.54%
A Minnesota corporation
12201 Champlin Drive, Champlin, MN 55318
Bernard L. Brodkorb (2) 13,607,171 45.37%
St. Paul, MN.
(1) Includes 21,429 common shares acquired in November, 2000 and 1,232,143
common shares held by an affiliated company to be distributed to creditors of
ShoptropolisTV.com, a former subsidiary company of ISAI, as may be deemed
necessary for the resolution of any contingent, non-contingent and or real
liabilities that may arise in the future; includes warrants to purchase
6,000,000 shares exercisable at $.60 per share to Doubletree Capital
Partners, Inc.
(2) Includes a 50% beneficial interest in warrants to purchase 6,000,000
shares exercisable at $0.60 per share issued to Doubletree Capital Partners,
Inc.; includes 50% beneficial interest in Doubletree Capital Partners, Inc.;
includes 8,929 common shares owned since 1998; 383,857 common shares issued
in 2004 and 790,000 shares issued in 2006, which would result in total
ownership shares of 13,607,171.
Shares of Common Stock Percent of
Name and Address of Beneficial Owner Beneficially Owned Outstanding
Bernard L. Brodkorb, Jr. (3) 27,153,487 90.88%
St. Paul, MN
Donald G. Kampmann (5) 227,714 .76%
Prior Lake, MN.
James S. Dixon (5) 227,714 .76%
Scottsdale, AZ.
---------- -------
Directors and executive officers as a group 27,608,915 92.06%
(4) persons, including those named above)
(3) Includes 50% beneficial interest in warrants to purchase shares
exercisable at $.60 per share.
(4) Includes 35,714 common shares issued in 2004 and 192,000 issued in 2006.
(5) Includes 35,714 common shares issued in 2004 and 192,000 issued in 2006.
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On or about June 6, 2006, ISA Internationale Inc. ("ISA" or the "Company")
issued 1,709,418 shares of its restricted common stock as consideration for
the repayment and conversion of $854,709 of loan advances and related interest
due thereon, as of May 31, 2006. These shares were issued under the auspices
of Rule 4(2).
On or about June 6, 2006, the Company issued 740,000 shares of its restricted
common stock as payment for the conversion of $370,000 of accrued consulting
fees due Bernard L. Brodkorb, President and CEO of the Company. These shares
were issued under the auspices of Rule 4(2).
On or about June 6, 2006 the Company issued 142,000 shares of restricted
common stock to Charles J. Newman as compensation for services rendered to the
Company in its reorganization efforts. These shares were issued at a price of
$.47 per share and under the auspices of Rule 4(2).
On or about June 26, 2006, the Company issued 322,000 share of its restricted
common stock to the Directors of the Company and an additional two persons as
compensation for services rendered to the Company in their positions as
directors or consultants to the Company. These shares were issued at a price
of $.38 per share and under the auspices of Rule 4(2).
On or about June 26, 2006, the Company issued 17,054,924 of its restricted
common stock pursuant to the terms of a November 2, 2000 funding agreement
between The Company, as agreed and executed by its prior management and Board
of Directors, on that date and Doubletree Capital Partners, Inc. The issuances
of these common shares are in exchange for conversion of 5,000,000 preferred
stock shares, previous issued to Doubletree Capital Partners, Inc. on November
7, 2000, and are in accordance with the conversion terms of the November 2,
2000 funding agreement.
The total outstanding common shares of the Company as of September 30, 2006
after all issuances now total 23,989,912.
Item 13. EXHIBITS
(a) LISTING OF EXHIBITS
The exhibits required to be a part of this report are listed in the Index to
Exhibits on page 57.
(b) REPORTS ON FORM 8-K SUMMARY
On February 24, 2006, ISA Internationale Inc. (ISA) filed its annual 10KSB
report for the year ended September 30, 2005 on January 13, 2006 without the
permission of its previous accountant, Stonefield Josephson Inc., to include
their previous Accountant's Report in the 10KSB, due to a communication
misunderstanding between ISA Internationale Inc., Stonefield Josephson Inc.
and the ISA's new auditors, DeJoya Griffith & Company, CPA's. ISA
Internationale, Inc. was notified by Stonefield Josephson on January 24, 2006
via email and later by a follow up letter.
The financial statements referred to by Stonefield Josephson are the audited
financial statements for the nine month period ended September 30, 2004. The
financial statements that were included in the form 10KSB report filed on
January 13, 2006 are correct and can be relied upon as being correct. The
communication misunderstanding that led to the apparent unauthorized
inclusion of the Stonefield Josephson audit report in Form 10-KSB was due to
a misunderstanding of an email received on January 11, 2006 by ISA
Internationale Inc. and the Company's new auditors.
The Company's audit committee and two members of the board of directors were
made aware of these matters and were involved in the discussion and
resolution of this matter. One of these board members did discuss the matter
with representatives of Stonefield Josephson Inc. accounting firm.
The permission to file was received from Stonefield Josephson Inc. on
February 3, 2006 and no changes were requested by Stonefield Josephson Inc.
to be made to the Form 10-KSB that does contain the Stonefield Josephson
audit report for the period ended September 30, 2004 that was previously
filed by ISA Internationale Inc. on January 13, 2006.
This 8-k filing has been submitted to Stonefield Josephson Inc. this 24th day
of February, 2006, for acknowledgement of their respective agreement of the
above facts. ISA Internationale, Inc. is requesting that ISA Internationale,
Inc. receive a letter of agreement with the above facts and upon receipt of
the letter, ISA Internationale, Inc. will file a copy of their agreement as
an exhibit to the above facts in a subsequent 8-K filing. To date the Company
has not received any acknowledgement of agreement or disagreement with
Stonefield Josephson Inc.
On or about June 6, 2006, ISA Internationale Inc. ("ISA" or the "Company")
issued 1,709,418 shares of its restricted common stock as consideration for
the repayment and conversion of $854,709 of loan advances and related
interest due thereon, as of May 31, 2006. These shares were issued under the
auspices of Rule 4(2).
On or about June 6, 2006, the Company issued 740,000 shares of its restricted
common stock as payment for the conversion of $370,000 of accrued consulting
fees due Bernard L. Brodkorb, President and CEO of the Company. These shares
were issued under the auspices of Rule 4(2).
On or about June 6, 2006 the Company issued 142,000 shares of restricted
common stock to Charles J. Newman as compensation for services rendered to
the Company in its reorganization efforts. These shares were issued at a
price of $.47 per share and under the auspices of Rule 4(2).
On or about June 26, 2006, the Company issued 322,000 share of its restricted
common stock to the Directors of the Company and an additional two persons as
compensation for services rendered to the Company in their positions as
directors or consultants to the Company. These shares were issued at a price
of $.38 per share and under the auspices of Rule 4(2).
On or about June 26, 2006, the Company issued 17,054,924 of its restricted
common stock pursuant to the terms of a November 2, 2000 funding agreement
between The Company, as agreed and executed by its prior management and Board
of Directors, on that date and Doubletree Capital Partners, Inc. The
issuances of these common shares are in exchange for conversion of 5,000,000
preferred stock shares, previous issued to Doubletree Capital Partners, Inc.
on November 7, 2000, and are in accordance with the conversion terms of the
November 2, 2000 funding agreement.
The total outstanding common shares of the Company as of September 30, 2006
after all issuances now total 23,989,912.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees.
The aggregate fees billed for each of the 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-QSB's:
2006 - $50,944; 2005 - $66,956.
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 and $0 in 2006 and 2005.
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 and $0
in 2006 and 2005.
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 and $0 in 2006 and
2005.
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 recommendation 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 review 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%.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Signature Title Date
___________________________________________________________________________
ISA INTERNATIONALE INC.
_____________________________________
/s/Bernard L. Brodkorb
By Bernard L. Brodkorb January 12, 2007
President, Chief Executive Officer, and Director
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
______________________________________
/s/ Bernard L. Brodkorb, January 12, 2007
By: Bernard L. Brodkorb
President, Chief Executive Officer, and Director
______________________________________
/s/ Donald G. Kampmann January 12, 2007
By: Donald G. Kampmann Director
______________________________________
/s/ James S. Dixon January 12, 2007
By: James S. Dixon Director
SECTION 302 CERTIFICATION
I, Bernard L. Brodkorb, certify that:
1. I have reviewed the annual report on Form 10-KSB of ISA Internationale
Inc.;
2. Based on my knowledge, this report does not contain any untrue statements
of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered
by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this report (the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses
in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls.
6. The registrant's other certifying officers and I have indicated in this
report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
/s/ Bernard L. Brodkorb
President, CEO, CFO, Chairman of the Board Date: January 12, 2007
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of ISA Internationale Inc., (the
"Company") of Form 10-KSB for the period ending September 30, 2005, as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Bernard L. Brodkorb, Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
(1.) the report fully complies with the requirements of Section 13(a) or 15
(d) of the Securities Exchange Act of 1934; and
(2.) the information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.
/s/ Bernard L. Brodkorb
By: Bernard L. Brodkorb
President, Chief Executive Officer, and Chief Financial Officer
Date: January 12, 2007
ISA INTERNATIONALE INC.
FORM 10-KSB
INDEX TO EXHIBITS
All of the following are included in our Form 10-SB Registration Statement
(File No. 0-027373) and are incorporated by reference.
Item 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)).
End of Report
57