U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___ to ___
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 or other jurisdiction of (I.R.S. Employer
Identification No.)
incorporation or organization)
224 No. Owasso Blvd.
Shoreview, MN 55126
(Mailing address of principal executive offices)
Issuers telephone number (651) 489-6941
-----------------------------------------------------------------
-----------
Check whether the issuer (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 [ ]
On September 30, 2002, there were 52,203,196 shares of the
Registrants common stock, par value $.0001 per share,
outstanding.
ISA INTERNATIONALE INC.
FORM 10-QSB
TABLE OF CONTENTS
Page
PART I. FINANCIAL STATEMENTS
Item 1. Financial statements
Balance Sheets as of September 30, 2002 and
December 31, 2001
3
Statements of Operations for the three months
ended September 30, 2002 and 2001 and nine months
ended
September 30, 2002 and 2001
4
Statements of Cash Flows for the nine months
ended September 30, 2002 and 2001
5
Notes to Condensed Financial Statements
6-7
Item 2. Managements Discussions and Analysis of Financial
Condition
and Results of Operations
8-11
PART II OTHER INFORMATION
Item 1. Legal Proceedings
12
Item 2. Changes in Securities and Use of Proceeds
12
Item 3. Defaults Upon Senior Securities
12
Item 4. Submission of Matters to a Vote of Security Holders
12
Item 5. Other Information
12
Item 6. Exhibits and Reports on Form 8-K
13-14
Signatures
15
Certification
15
ISA INTERNATIONALE, INC. and SUBSIDIARIES
BALANCE SHEETS
(Unaudited)
(Audited)
September30,
December 30,
2002
2001
------------ ---
---------
Current assets:
Cash $ 1,135 $
872
Non-current assets of discontinued
operations --
--
---------- --
--------
Total Assets $ 1,135 $
872
==========
==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Convertible debentures payable $ 265,000 $
651,640
Convertible notes payable 299,394
226,554
Accrued interest 136,594
177,980
Accounts payable trade 21,654
46,668
Accounts payable related party 120,000
85,000
Accounts payable disposed business 44,000
135,701
Accrued liabilities 2,000
2,000
---------- --
--------
Total current liabilities 888,642
1,325,543
---------- --
--------
Contingencies (note 9)
Stockholders' equity (deficit):
Preferred stock, $.0001 par value
5,000,000 shares authorized,
5,000,000 shares issued and outstanding
at September 30, 2002 and
December 31, 2001 500
500
Common stock, $.0001 par value,
300,000,000 shares authorized;
52,203,196 and 42,225,485 shares issued
and outstanding at September 30, 2002 and
December 31, 2001 5,220
4,222
Additional paid-in capital 4,981,254
4,832,586
Accumulated deficit (5,874,481)
(6,161,979)
---------- --
--------
Total Stockholders' equity (deficit) (887,507)
(1,324,671)
---------- --
--------
Total Liabilities and Stockholders' Equity $ 1,135 $
872
==========
==========
See accompanying notes to condensed financial statements.
ISA INTERNATIONALE, INC. AND SUBSIDIARIES
STATEMENTS OF OPERATIONS
(Unaudited) (Unaudited)
(Unaudited) (Unaudited)
Quarter Ended Quarter Ended
Nine Months Ended Nine Months Ended
September 30,2002 September 30,2001
September 30,2002 September 30,2001
----------------------------------------
---------------------------------
Operating expenses
General & administrative $ 12,130 $ 30,027
$ 61,509 $ 122,872
----------------------------------------
---------------------------------
Operating loss (12,130) (30,027)
(61,509) (122,872
Other income (expense):
Gain on settlement of lawsuit
41,701
Interest (expense) (17,004) (25,695)
(70,861) (137,251)
Interest income 116
116
----------------------------------------
---------------------------------
Net (loss) from
continuing operations (29,134) (55,606)
(90,669) (260,007)
Discontinued operations:
Loss from operations of
discontinued operations --
(43,895)
Gain on disposal of business
operations -- --
-- 212,751
----------------------------------------
---------------------------------
Income (loss) before
extraordinary item (29,134) (55,606)
(90,669) (91,151)
Extraordinary item - gain on
early extinguishment of debt 142,355
378,167 781,017
----------------------------------------
---------------------------------
Net Income (loss) $ (29,134) $ (86,749)
$ 287,498 $689,866
=========================================================================
Basic earnings (loss) per share:
Continuing operations $ (0.00) $ (0.00)
$ (0.00) $ (0.01)
Discontinued operations 0.00 0.00
0.00 (0.01)
Extraordinary item 0.00 0.00
0.01 0.02
---------------------------------------
----------------------------------
Total net gain per share $ 0.00 $ 0.00
$ 0.01 $ 0.02
=========================================================================
Average shares of common stock outstanding:
Basic and diluted 52,203,196 39,089,177
48,877,285 32,837,513
=========================================================================
Dividends per share of common stock none none
none none
=========================================================================
See accompanying notes to condensed consolidated financial statements.
ISA INTERNATIONALE, INC. AND
SUBSIDIARIES
STATEMENT OF CASH FLOWS
(UNAUDITED)
Nine
Months Ended September 30,
2002 2001
-------
-------- --------------
Cash Flows From Operating Activities:
Loss from continuing operations $
(90,669) $ (260,007)
Adjustments to reconcile net loss from continuing
operations to cash from operating activities:
Common stock issued to settle accrued liabilities
90,000
Common stock issued for services
1,400
Interest expense from the intrinsic value
of beneficial conversion features issued
along with convertible debt
2,875
Accounts payable trade
(25,014) 11,026
Accrued interest payable
(41,525) 31,268
Accrued liabilities from disposed business -
- (892)
------
-------- -------------
Cash (used) by continuing operations
(157,208) (124,330)
Cash (used) by discontinued operations -
- --
------
-------- -------------
Cash (used) by operating activities
(157,208) (124,330)
------
------- -------------
Cash Flows From Investing Activities:
Cash provided (used) by discontinued operations
--
------
-------- ------------
Cash Flows From Financing Activities:
--
Proceeds from issuance of convertible debt
157,471 123,622
-------
----------------------
Cash provided by financing activities
157,451 $ 123,622
-------
----------------------
Net decrease in cash and cash equivalents
263 (708)
Cash and cash equivalents at beginning of period $
872 1,580
-------
----------------------
Cash and cash equivalents at end of period $
1,135 $ 872
=============================
Non-cash investing and financing transactions:
Payment of convertible debentures and accrued
interest thereon with common stock
$149,666 $ 337,810
Extra-ordinary item
Debt forgiveness
378,168 767,834
Restructuring of accounts payable
13,183
------
-----------------------
$
527,834 $ 1,118,827
=============================
See accompanying notes to condensed consolidated financial
statements
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION
The interim financial statements included herein, presented in
accordance with United States generally accepted accounting
principles and stated in US dollars, have been prepared by the
Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules
and regulations, although the Company believes the disclosures
are adequate to make the information presented not misleading.
These statements reflect all adjustments, consisting of normal
recurring adjustments, which in the opinion of management, are
necessary for fair presentation of the information contained
therein. It is suggested that these interim financial statements
be read in conjunction with the financial statements of the
Company for the period ended December 31, 2001 and notes thereto
included in the Company's form 10-KSB. The Company follows the
same accounting policies in the preparation of interim reports.
The results of operations for the interim periods are not
indicative of annual results.
(2) NATURE OF BUSINESS
ISA Internationale Inc. (ISA) was incorporated on June 2, 1989,
under the laws of the state of Delaware and became a reporting
publicly held corporation on November 15, 1999. During 2000 and
2001, the Company discontinued the operations of two business
segments and is currently re-organizing its financial affairs.
On May 8, 1998, Internationale Shopping Alliance Incorporated
(Internationale), a Minnesota corporation, was merged with the
Company (ISA), a Delaware corporation, pursuant to a merger
agreement dated April 23, 1998. Upon consummation of the merger
of Internationale with ISA, Internationale became a wholly owned
subsidiary of ISA.
(3) LIQUIDITY AND GOING CONCERN MATTERS
The Company has incurred losses since its inception and, as a
result, has an accumulated deficit of $5,874,481 at September 30,
2002. The Company's ability to continue as a going concern
depends upon successfully obtaining sufficient financing to
maintain adequate liquidity and provide for capital expansion
until such time as operations produce positive cash flow. 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 is in default on its obligations to make interest
payments of $91,732 at September 30, 2002 on certain 12%
convertible debentures issued during the year ended December 31,
2000. As such, these notes have been classified as current
liabilities. The Company is negotiating with the debenture
holders to convert the debentures to common stock. There can be
no assurance that these negotiations will be successful.
The Company plans to re-organize its financial affairs by
negotiating with creditors to restructure and convert debt to
equity and actively seek new business opportunities. There is no
assurance these actions will be successful.
(4) CONVERTIBLE DEBT
During the nine months ending September 30, 2002 the Company
issued an additional $72,840 of convertible debt to an entity
controlled by two of the Company's shareholders.
(5) CONTINGENT LIABILITIES
The Company was a defendant, for non-payment of lease payments,
in a lawsuit filed in federal court by the owner of real estate
in which the Company leased. A settlement was reached in which
the Company made a cash payment of $50,000 to the former lessor
to release all claims against the Company. The Company had
accrued $91,701 on its books related to this action in prior
periods. Accordingly, the gain of $41,701 was recognized in
income from continuing operations in the nine months ended
September 30, 2002.
There are no other legal actions against the Company at the
present time, however, there is no assurance the Company will not
be named as a defendant in additional lawsuits associated with re-
organization of the Company.
(6) EQUITY AND GAIN ON EARLY EXTINGUISHMENT OF DEBT
The Company issued 9,977,733 shares of common stock during the
six months ended June 30, 2002 as part of a troubled debt
restructuring to satisfy $498,887 in principal and accrued
interest on convertible debentures. This transaction resulted in
a gain on early extinguishment of debt amounting to $349,221.
In addition, the Company negotiated with creditors to restructure
various accounts payable during the six months ending June 30,
2002. These restructurings did not include the issuance of
equity in the Company. These transactions resulted in gains on
early extinguishment of debt amounting to $28,947. There were no
restructuring negotiations completed by the Company during the
three months ended September 30, 2002.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
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-QSB 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
Through its two wholly-owned subsidiary Minnesota corporations,
ShoptropolisTV.com, Inc. (f/k/a Internationale Shopping Alliance,
Inc.) and International Strategic Assets, Inc., ISA
Internationale, Inc. (ISAI) was engaged in two distinct
businesses: (1.) the development of a multimedia home shopping
network primarily for the purpose of generating direct retail
sales of varied products from TV viewers and Internet shoppers,
and (2.) direct sales via outbound telemarketing of precious
metals consisting mainly of gold and silver coins and bars.
ISAI is presently attempting to financially restructure itself.
ISAI disposed of International Strategic Assets, Inc. on May 19,
2000, and ISAI disposed of the ShoptropolisTV.Com, Inc. on March
29, 2001 as a part of its re-organization efforts. Additional re-
organization efforts include negotiation with creditors to
restructure and convert debt to equity and actively seek new
business opportunities. After successful completion of its re-
organization efforts, ISAI plans to pursue strategic alternatives
that may include the purchase of a business. Until its
reorganization efforts are completed, the Company does not
believe it can consummate a strategic business development
transaction with third party or strategic financial partner.
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 a merger with ShoptropolisTV.com,
Inc. (f/k/a Internationale Shopping Alliance Inc.), which is now
a wholly owned subsidiary of ISAI. ISAI acquired its home
shopping network business through such merger, 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
merger was effected as a reverse merger for financial statement
and operational purposes, and accordingly, ISA regards its
inception as being the incorporation of ShoptropolisTV.com, Inc.
on October 7, 1997. ISAI sold ShoptropolisTV.com, Inc. on March
29, 2001.
ISAI incorporated its precious metals subsidiary, International
Strategic Assets, Inc., as a Minnesota corporation in March 1999.
Its business is direct sales via outbound telemarketing of
precious metals consisting mainly of gold and silver coins and
bars. ISAI sold International Strategic Assets, Inc. on May 19,
2000. ISAI's primary business strategy was the development of
ShoptropolisTV.com, Inc.
Results of Operations for the Nine months ended September 30,
2002 and September 30, 2001.
Sales and Gross Profit.
No sales were recorded for the nine months ended September 30,
2002 and 2001.
Operating Expenses.
The only operating expenses were general and administrative
expenses and interest expenses related to convertible debenture
and convertible notes payable. General and administrative
expenses were $61,509 for the nine months ended September 30,
2001 and $122,872 for the nine months ended September 30, 2001.
The expenses were principally for office, occupancy, telephone,
and required consulting costs. The decrease in operating expenses
from 2001 to 2002 is principally due to a decrease in general and
administrative costs. At this time the Company has no
anticipation as to its operating expenses in future periods as it
is continues its re-organization efforts. No current expenses are
being incurred except minimal office, telephone, legal,
professional and consulting expenses relating to the re-
organization efforts and ultimate disposition of the Company.
Liquidity and Capital Resources
ISAI has obtained its capitalization primarily through the sale
of its equity securities to a limited group of private investors
known to management of ISAI. From the inception of ISAI in 1997
through December 31, 1997, ISAI raised $400,000 in cash through
the sale of its common stock with accompanying warrants. In
calendar year 1998, ISA raised an additional $833,376 in cash
through sales of common stock and common stock with accompanying
warrants. During a period from January through February 1999,
ISAI raised a total of $1,171,040 through the exercise of
outstanding warrants by existing shareholders, of which $528,702
was in cash and $642,838 was in gold bullion and coins
transferred to ISAI. Such gold bullion and coins were immediately
liquid to ISA, and have since been converted to cash. From
September 1999 through February 2000, the Company raised
$1,336,640 through the sale of unsecured convertible debentures.
From March 2000 through May 2000, the Company raised $255,000
from the sale unsecured convertible debentures. In May 2000 the
Company sold its wholly owned subsidiary, International Strategic
Assets, Inc. (ISA), for a cash sum of $175,000. The $175,000
purchase price consisted of $75,000 for the purchase of
approximately 43% of the outstanding common stock of ISA and
$100,000 paid in connection with the subsequent redemption of the
remaining 57% of the outstanding common stock of ISA. During the
quarter ending June 30, 2000, the Company had one option exercise
for 5,000 common shares for $6,850.
From July 2000 through October 2000, the Company sold a total of
902,857 shares of its Common Stock: 200,000 shares at a purchase
price of $0.10 per share, 299,999 shares at a purchase price of
$0.15 per share, and 385,000 shares at a purchase price of $0.20
per share, and 17,858 shares at a purchase price of $.28 per
share for a total amount of $146,100. In November 2000 the
Company sold 5,000,000 shares of its Preferred Stock at a
purchase price of $0.0002 per share for total consideration of
$1,000, and, 2,999,999 shares of its Common Stock at a purchase
price of $0.0097 per share for total consideration of $29,000.
In 2001 the Board of Directors of the Company issued additional
shares to these stockholders to reflect a uniform purchase price
for these shares of $0.06 per share. This resulted in an
additional 1,547,142 shares being issued. In November 2000 the
Company obtained a $20,000 loan and in December 2000 the Company
obtained a $68,527 loan using the Company's television broadcast
and production equipment and office equipment and furniture as
collateral. In the nine months ended September 30, 2001, the
Company received $72,840 in loans in connection with the complete
re-organization effort currently continuing. Notes payable
outstanding at September 30, 2002 totaled $299,394.
As of September 30, 2002, the Company had current assets of
$1,135 consisting
of cash. At the same time, the Company had $888,641 in current
liabilities consisting of $141,654 in accounts payable,$44,000 in
net current liabilities from disposed business, $2,000 in accrued
liabilities, convertible debentures payable in default totaling
$265,000 in principal, convertible notes payable of $299,394, and
related interest accruals of $136,594. Accordingly, the Company
had a working capital deficit position of $887,506.
The Company's current capital resources are not sufficient to
support its development and operations. The Company is not able
to continue the development of its home shopping network and
related website or commerce operations. Additional 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
a full and complete re-organization effort of all of its
financial affairs and obligations.
The Company is not currently seeking any additional sources of
debt or equity financing beyond that which is already in place
with the financing agreement in November 2000. Until the re-
organization process is completed, the Company cannot provide
assurances as to its future viability or its ability to prevent
the possibility of a bankruptcy filing 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 consolidated financial
statements for the years ended December 31, 2001 and 2000,
include explanatory paragraphs 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,
which is available to offset any future operating profits. This
benefit may be limited due to changes in ownership. None of this
benefit was recorded in the accompanying financial statements as
of September 30, 2002 and 2001.
Impact of Inflation
The Company believes that inflation has not had any material
effect on its development or operations since its inception in
1997. Furthermore, the Company has no way of knowing if inflation
will have any material effect for the foreseeable future.
Other Going Concern matters
One (1) remaining officer is currently managing the Company. In
addition, the Company has suspended its development activities
pending the resolution of its financial matters.
The Company is in default under the terms of its obligation to
make quarterly interest payments on convertible 12% debentures
issued between September 1999 and June 2000. No interest
payments were ever made by the Company on the debentures. As
such, all of these debentures have been classified as current
liabilities as of September 30,2002. The Company is in the
process of negotiating with the debenture holders to convert the
debenture debt to equity. As of September 30, 2002 principal and
accrued interest amounting to $1,604,532 has been converted to
equity. Common stock with a fair market value of $507,476 has
been issued on the conversion of these debentures. These
transactions have resulted in the Company recognizing a gain on
early extinguishments of debt amounting to $747,835 in previous
years and $349,221 in the current year. At September 30, 2002
$265,000 of defaulted convertible debentures and $91,732 in
accrued interest in default remained on the Company's balance
sheet.
Part II. Other Information
Item 1. Legal Proceedings
During the quarter ending September 30, 2002, the Company was not
sued in any new legal matters.
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
The defaults previously present on the Convertible Debentures as
of December 31, 2000 continue as of September 30, 2002, after
partial conversions into common stock of the Company. These
defaults arose because the Company has missed payment of
quarterly interest payments since June 2000. The default consists
of convertible debt principal amounting to $265,000 and accrued
interest thereon of $91,732 as of September 30, 2002.
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits: Independent Accountants' Review Report and Consent
Letter
Beckstead and Watts, LLP
Certified Public Accountants
3340 Wynn Road, Suite C
Las Vegas, NV 89102
702.257.1984
702.362.0540 fax
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
Board of Directors
ISA Internationale, Inc.
Shoreview, MN
We have reviewed the accompanying balance sheet of ISA
Internationale, Inc. (a Nevada corporation) as of September 30,
2002 and the related statements of operations for the three-
months and nine-months ended September 30, 2002 and 2001 and
statement of cash flows for the nine-months ended September 30,
2002 and 2001. These financial statements are the responsibility
of the Company's management.
We conducted our reviews in accordance with standards established
by the American Institute of Certified Public Accountants. A
review of interim financial information consists principally of
applying analytical procedures to financial data, and making
inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing
standards, which will be performed for the full year with the
objective of expressing an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such
an opinion.
Based on our reviews, we are not aware of any material
modifications that should be made to the accompanying financial
statements referred to above for them to be in conformity with
generally accepted accounting principles in the United States of
America.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in
Note 2 to the financial statements, the Company has had limited
operations and has not commenced planned principal operations.
This raises 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 financial statements do not
include any adjustments that might result from the outcome of
this uncertainty.
The firm of Stirtz Bernards Boyden Surdel & Larter, PA., has
previously audited, in accordance with generally accepted
auditing standards, the balance sheet of ISA Internationale, Inc.
as of December 31, 2001, and the related statements of
operations, stockholders' equity, and cash flows for the year
then ended (not presented herein) and in their report dated March
25, 2002, they expressed an unqualified opinion on those
financial statements.
/s/ Beckstead and Watts, LLP
November 13, 2002
Beckstead and Watts, LLP
Certified Public Accountants
3340 Wynn Road, Suite C
Las Vegas, NV 89102
702.257.1984
702.362.0540 fax
To Whom It May Concern:
We have issued our report dated November 13, 2002, accompanying
the financial statements of ISA Internationale, Inc. on Form 10-
QSB for the nine-months ended September 30, 2002. We hereby
consent to the incorporation by reference of said report on the
Quarterly Report of ISA Internationale, Inc. on Form 10-QSB.
Signed,
/s/ Beckstead and Watts, LLP
November 13, 2002
(b) Form 8-K filings during the three months ended September 30
2002:
Form 8-K filed on 10.03.2002:
Change in Registrant's Certifying Accountants.
Resignation of Stirtz, Bernards, et al, on 10.01.2002.
Form 8-K/A filed on 10.15.2002:
Change in SEC Commission File number
Form 8-k filed on 11.05.2002:
Change in Registrant's Certifying Accountants.
Engagement of Beckstead and Watts LLP, Las Vegas, NV as new
Certifying
Accountants.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ISA INTERNATIONALE INC.
By: \s\Bernard L. Brodkorb
Bernard L. Brodkorb
President and Chairman
Date: November 13, 2002
CERTIFICATION
CERTIFICATION PURSUANT TO
18 U.S.C. ss. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of ISA Internationale,
Inc., (the " Company") of Form 10-QSB for the period ending
September 30, 2002, 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. ss. 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.
Dated: November 13, 2002 By: /s/ Bernard L.
Brodkorb
Chairman and President