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 March 31, 2003
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)
2560 Rice Street, St. Paul, MN 55113
(Mailing address of principal executive offices)
(651) 489-6941
(Issuer's telephone number)
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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 April 30, 2003, there were 52,203,196 shares of the Registrant's 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 March 31, 2003 and December 31, 2002 3
Statements of Operations for the three months ended March 31,
2003 and 2002 4
Statements of Cash Flows for the three months ended March 31,
2003 and 2002 5
Notes to Condensed Consolidated Financial Statements 6-8
Item 2. Management's Discussions and Analysis of Financial Condition
And Results of Operations 9-12
PART II OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities and Use of Proceeds 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 13
Certifications 14-15
ISA INTERNATIONALE, INC. and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
2003 2002
(UNAUDITED) (AUDITED)
ASSETS --------- ------------
Current assets:
Cash and cash equivalents $ 657 $ 1,542
Due from former officer, less allowance
for uncollectible accounts of $872
at March 31, 2003 0 0
---------- ----------
Total Assets $ 657 $ 1,542
========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Convertible debentures payable $ 265,000 $ 265,000
Convertible notes payable 312,571 305,310
Accrued interest 170,737 153,754
Accounts payable - trade 28,489 20,135
Accounts payable - related party 145,000 130,000
Accounts payable - disposed business 44,000 44,000
Accrued liabilities 2,000 2,000
---------- ----------
Total current liabilities 967,796 920,199
---------- ----------
Commitments and Contingencies (notes 7)
Stockholders' Deficit:
Preferred stock, $.0001 par value
5,000,000 shares authorized,
5,000,000 shares issued and outstanding
at March 31, 2003 and December 31, 2002 500 500
Common stock, $.0001 par value,
300,000,000 shares authorized;
52,203,196 shares issued and outstanding
at March 31, 2003 and
December 31, 2002 respectively 5,220 5,220
Additional paid-in capital 4,981,254 4,981,254
Accumulated deficit (5,954,112) (5,905,631)
---------- ----------
Total Stockholders' Deficit (967,139) (918,657)
---------- ----------
Total Liabilities and Stockholders' Deficit $ 657 $ 1,542
========== ==========
See accompanying notes to consolidated financial statements.
ISA INTERNATIONALE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended March 31,
-------------------------------
2003 2002
-------------------------------
Operating expenses
General & administrative $ 31,499 $ 23,194
----------------------------
Operating loss (31,499) (23,194)
Other income (expense):
Interest expense (16,982) (26,415)
----------------------------
Net loss from continuing operations (48,481) (49,609)
Extraordinary item - gain on early
extinguishment of debt -- 28,947
-----------------------------
Net Income (Loss) $ (48,481) $ (20,662)
=============================
Basic earnings (loss) per share:
Continuing operations $ (0.00) $ (0.00)
Discontinued operations 0.00 (0.00)
Extraordinary gain 0.00 .00
------------------------------
Total Net loss per share 0.00 (0.00)
==============================
Average shares of common stock outstanding:
Basic and diluted 52,203,196 42,225,463
==============================
Dividends per share of common stock none none
==============================
See accompanying notes to consolidated financial statements.
ISA INTERNATIONALE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
Three Months Ended March 31,
-------------------------------
2003 2002
------------------------------
Cash Flows From Operating Activities:
Loss from continuing operations $ (48,481) (49,609)
Adjustments to reconcile net loss
from continuing operations to cash flow
from operating activities:
Interest expense from the intrinsic value
of beneficial conversion features issued
along with convertible debt -- --
Accounts payable 23,354 17,672
Accrued interest 16,982 26,415
Accrued liabilities -- --
-----------------------------
Cash used by continuing operations (8,145) (5,522)
Cash used by discontinued operations -- --
-----------------------------
Cash used by operating activities (8,145) (5,522)
Cash Flows From Financing Activities:
Proceeds from issuance of convertible debt 7,260 4,650
-----------------------------
Net (decrease) in cash and cash equivalents (885) (872)
Cash and cash equivalents at beginning
of period 1,542 872
-----------------------------
Cash and cash equivalents at end of period $ 657 $ 0
=============================
Non-cash investing and financing transactions:
Payment of convertible debentures and accrued
interest thereon with common stock $ -- $ --
Extra-ordinary item on early extinguishments
of debt -- 28,947
----------------------------
$ -- 28,947
============================
See accompanying notes to consolidated financial statements
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION
In the Company's opinion, the accompanying unaudited condensed consolidated
financial statements contain all adjustments (consisting of only normal
recurring adjustments) necessary to present fairly its financial position as
of March 31, 2003, and the results of its operations and cash flows for the
three months ended March 31, 2003 and 2002. These statements are condensed
and, therefore, do not included all of the information and footnotes required
by accounting principles generally accepted in the United States of America
for complete financial statements. The statements should be read in
conjunction with the consolidated financial statements and footnotes included
in the Company's Annual Report on Form 10KSB for the year ended December 31,
2002. The results of operations for the three months ended March 31, 2003 are
not necessarily indicative of the results to be expected for the full year.
(2) NATURE OF BUSINESS
ISA Internationale Inc. (ISA) was incorporated on June 2, 1989, under the laws
of the state of Delaware under a former name, and was inactive operationally
for some time prior to its May 1998 recapitalization through a merger with
Internationale Shopping Alliance Incorporated (Internationale). On May 8,
1998, Internationale Shopping Alliance Incorporated (Internationale), a
Minnesota corporation incorporated on October 7, 1997, was merged with the
Company (ISA), pursuant to a reverse merger agreement dated April 23, 1998.
Upon consummation of the merger of Internationale with ISA, Internationale
became a wholly owned subsidiary of ISA. Subsequent to this reverse merger the
name of Internationale Shopping Alliance Incorporated was changed to
ShoptropolisTV.com, Inc (Shoptropolis). The Company became a reporting
publicly held corporation on November 15, 1999.
The primary business strategy of ShoptropolisTV.com, Inc. was to develop a
multimedia home shopping network offering in-home shoppers a convenient
electronic shopping experience through broadcast, cable, and satellite
television or the Internet. Shoptropolis featured a diversity of high quality,
moderately priced, and unique consumer products. During 2000 and 2001, the
Company discontinued the operations of its two business segments and is
currently re-organizing its financial affairs.
(3) NEW ACCOUNTING PRONOUNCEMENTS
During 1998, the Financial Accounting Standards Board (FASB) issued SFAS No.
133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, which
establishes new standards for recognizing all derivatives as either assets or
liabilities and measuring those instruments at fair value. SFAS No. 137,
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES DEFERRAL OF THE
EFFECTIVE DATE Of FASB STATEMENT NO. 133, changed the effective date to fiscal
years beginning after June 15, 2000. SFAS 138 issued in June 2000 amended
certain aspects of SFAS 133. The Company was required to adopt the new
standard beginning with the first quarter of fiscal 2001. The impact of
adoption of these standards on the Company's financial statements is not
material.
In June 2001, the FASB issued SFAS No. 141 BUSINESS COMBINATIONS, SFAS No. 142
GOODWILL AND OTHER INTANGIBLE ASSETS and SFAS No. 143 ACCOUNTING FOR ASSET
RETIREMENT OBLIGATIONS. In August 2001, the FASB issued SFAS No. 144
ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS. These
pronouncements establish new standard for accounting for business
combinations, goodwill and other intangible assets, retirement obligations and
impairment or disposal of long-lived assets. SFAS No. 141 came into effect
for business combinations initiated after June 30, 2001. SAFS No. 142 and SFAS
No. 144 came into effect for fiscal years beginning after December 15, 2001.
SFAS No. 143 has an effective date for fiscal years beginning after June 15,
2002. The impact of adoption of these standards on the company's financial
statements is not material.
In August 2002, the SEC issued new rules to implement the provision of the
Sarbanes-Oxley Act of 2002 requiring the CEOs and CFOs of public corporations
to personally certify the accuracy and completeness of the reports their
companies file with the Commission. The Company has complied with the new
certification requirements and included them in their annual 10-KSB and
quarterly 10-QSB filings.
(4) DISCONTINUED OPERATIONS
On March 29, 2001, the Company completed a plan to dispose of its wholly owned
subsidiary, ShoptropolisTV.com (the subsidiary) through a sale to an entity
owned by two stockholders of the Company. The sale price was $1, the
assumption of all debt related to the operations of ShoptropolisTV.com, Inc.,
except $50,168 which was guaranteed by the Company, and the Company agreed to
issue 4,500,000 shares of its stock to the purchaser for the purpose of
settling with the ShoptropolisTV.com, Inc.'s creditors. The Company accrued a
liability on March 29, 2001 for the issuance of the shares amounting to
$67,500, which reflected the fair market value of the stock. These shares
were subsequently issued in 2001. In conjunction with the discontinuance of
operations, the Company incurred gain on disposal of the segment of $168,856
in 2001 which included a loss on operations through March 29, 2001 of $43,895
and a gain on the disposal of the subsidiary amounting to $212,751.
Accordingly, the net gain was recognized in the period in which the
disposition took place. The results of Shoptropolis operations have been
reported separately as discontinued operations in the Consolidated Statements
of Operations.
(5) LIQUIDITY AND GOING CONCERN MATTERS
The Company has incurred losses since its inception and, as a result, has an
accumulated deficit of $5,954,112 at March 31, 2003. 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
$107,589 at March 31, 2003 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 can be no assurance that these actions will be
successful.
(6) CONVERTIBLE DEBT
During the three months ending March 31, 2003 the Company issued an additional
$9,145 of convertible debt to an entity controlled by two of the Company's
shareholders. The convertible note holder continues to hold a secured
collateral interest in any assets the Company owns as of March 31, 2003 and
any assets the Company may acquire in the future until the convertible notes
are either paid in full or converted into common shares of stock at the option
of the convertible note holder.
(7) CONTINGENT LIABILITIES
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 has been
recorded on the Company books as of December 31, 2002; therefore, the effect
on the Company's financial statements is not material.
Other than the above, the Company is not a party to any pending legal or
administrative proceeding, and is not aware of any threatened litigation or
administrative proceeding being considered against the Company. However, the
current re-organization efforts of the Company may not be to the satisfaction
of any or all of its creditors and lawsuits could occur in the future. The
Company's property is not the subject of a pending legal proceeding, other
than described above. In addition, there is no material proceeding to which a
any director, officer, or affiliate of the issuer, any owner of record or
beneficial holder 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 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 or acquisition by another entity. 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 to an individual who was an officer and director of the ISAI.
Results of Operations for the Three months ended March 31, 2003 and 2002.
Sales and Gross Profit.
No sales were recorded for the three months ended March 31, 2003 and 2002 as
operations have been suspended.
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 $31,499 for the three months
ended March 31, 2003 and $23,194 for the three months ended March 31, 2002.
The expenses were principally for telephone, audit, storage, and consulting
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 storage, 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 were 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 ended June 30,
2000, the Company had one option exercised 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. Also in November and December 2000 the Company
obtained loans totaling $88,527 to settle unsecured debts using the Company's
television broadcast and production equipment and office equipment and
furniture as collateral. In March 2001 the collateral was disposed of in the
sale of the discontinued operations of the Company.
In 2001 the Board of Directors of the Company issued additional shares to
these stockholders to reflect a uniform purchase price for those shares
purchased from July 2000 through October 2000 at a price of $0.06 per share.
This resulted in an additional 1,547,142 shares being issued.
In the years end December 31, 2002 and 2001 the Company raised $78,756 and
$138,027 from convertible demand notes payable from a related investor. In the
three months ended March 31, 2003, the Company received $7,261 in loans
secured by convertible notes payable in connection with the continuing re-
organization efforts. Convertible Notes Payable outstanding at March 31, 2003
total $312,571. The convertible note holder continues since November 2000 to
hold a secured collateral interest in any assets the Company owns as of March
31, 2003. Any assets the Company may acquire in the future are also secured
until the convertible notes are either paid in full or converted into common
shares of stock at the option of the convertible note holder.
As of March 31,2003, the Company had current assets of $657 in cash and
$967,796 in current liabilities consisting of $173,489 in accounts payable,
$2,000 in accrued liabilities, convertible debentures payable in default
totaling $265,000, convertible notes payable of $312,571, and related interest
accruals of $170,737. Accordingly, the Company had a working capital deficit
position of $967,796.
The Company's current capital resources are not sufficient to supports its
development and operations. Additional capital will be necessary to support
future general and administrative and interest expenditures as well as
interest expense currently due. The Company cannot continue its existence
without a full and complete re-organization 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, 2002 and
2001, 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. None of this benefit was
recorded in the accompanying financial statements as of March 31, 2003. The
ability to utilize the net operating losses may be limited due to ownership
changes.
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. The Company has
suspended its operations 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. The debentures in default totaled $265,000 in principal and
$107,589 in accrued interest. 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 March 31, 2003. The Company converted
$940,000 of principal and $169,435 in accrued interest into 15,794,917 common
shares of the Company at the rate of $.07 per share during the year ended
December 31, 2001. During the year ended December 31, 2002 the Company
converted $386,640 in principal plus $112,247 in accrued interest into
9,977,750 shares of common stock at the rate of $.05 per share. The Company is
attempting to convert the remaining debenture holder's debt to common shares
at $.05 per share for the total of principal and accrued interest owed up to
the conversion date. At March 31, 2003, $372,589 of convertible debentures
and related accrued interest in default remained on the Company's balance
sheet.
Part II. Other Information
Item 1. Legal Proceedings
During the quarter ending March 31, 2003, the Company was not sued in any new
legal matters.
Item 2. Changes in Securities and Use of Proceeds
During the quarter ended March 31, 2003, there were no changes in securities.
Item 3. Defaults Upon Senior Securities
The defaults previously present on the Convertible Debentures as of December
31, 2002 continue as of March 31, 2003, 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 $107,589 as of March 31, 2003.
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: none
(b) Form 8-K:
Form 8-K was submitted on April 9, 2003 announcing the engagement of George
Brenner, CPA of Los Angeles, CA as the Company's principal accountant. George
Brenner, C.P.A. performed the annual audit of the Company's financial
statements for the year ending December 31, 2002.
Form 8-K/A was submitted on April 10, 2003 amending its filing of April 9,
2003 to include as an exhibit, a letter to the SEC from their former
accountants informing the SEC of their dismissal as principal accountants. The
letter further states their agreement with the Company's disclosure statements
in our Form 8-K filing on April 9, 2003 under item 4. Further the Company's
amended filing clarified the dismissal date of their former accountants,
Beckstead and Watts, LLP effective April 9, 2003.
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.
/s/ Bernard L. Brodkorb
By: Bernard L. Brodkorb
President, CEO, CFO, And Chairman of the Board
Date: May 14, 2003
CERTIFICATIONS
I, Bernard L. Brodkorb, certify that:
1. I have reviewed the Quarterly Report on Form 10-QSB 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
By: Bernard L. Brodkorb
President, Chief Executive Officer, Chief Financial Officer, and
Chairman of the Board
Date: May 14, 2003
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 Quarterly Report of ISA Internationale, Inc., (the
"Company") of Form 10-QSB for the period ending March 31, 2003, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Bernard L. Brodkorb, President, Chief Executive Officer of the Company, and
Chief Financial Officer 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, Chief Financial Officer, and Chairman
of the Board
Dated: May 14, 2003