U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: September 29, 2005
ISA INTERNATIONALE INC.
(Exact name of registrant as specified in its charter)
Delaware 001-16423 41-1925647
(State of incorporation) (Commission File Number) (IRS Employer Id. No.)
2560 Rice Street St. Paul, MN 55113
(Mailing address of principal executive offices) (Zip Code)
Registrant's telephone number: (651) 483-3114
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17CFR240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17CFR240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17CFR240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 2.01 Completion of Acquisition or Disposition of Assets.
September 29, 2005
ISA INTERNATIONALE INC. (OTCBB: ISAT) announces it completed a revised
Portfolio Debt Purchase Agreement Addendum C on September 27, 2005 by and
between Money Asset Management, Inc., Harrison Asset Management, Inc. and
Cash Asset Management, Inc. (hereinafter referred to as "Sellers"), with
their principal address at 5000 N. Parkway Calabasas, Suite 303, Calabasas CA
91302 and ISA Acquisition Corporation, now renamed as ISA Financial Services,
Inc. and its wholly owned subsidiary ISA Acceptance Corporation, (Hereinafter
referred to as "Buyers")(both are wholly owned subsidiaries of the
registrant, ISA Internationale Inc.). The accounts within the portfolios were
originally purchased "as is", except the original Portfolio Debt Purchase
Agreement did have an Addendum to Portfolio Debt Purchase Agreement Exhibit A
Recourse Procedures and Addendum to Portfolio Debt Purchase Agreement Exhibit
B Recourse Procedures. Addendum C was created under the express guidelines as
outlined in both Exhibit A and Exhibit B Addendums in the original agreement
signed, agreed and dated May 11, 2005, wherein Buyer(s) have the contractual
right to a refund on the qualifying recourse accounts on or before September
30, 2005. After that date no accounts will be accepted for recourse.
In accordance with the recourse provisions of the agreement, Buyers made
requests for alternate or replacement contract receivables to replace the
following amounts of contract receivables, in order to satisfy the right to
refund clause, mutually determined by both Buyers and Sellers to be
qualifying recourse accounts.
The following is a summary of the purchased face value of the accounts that
meet one or more of the above reasons for recourse refund determination:
Cash Asset Management Inc. minus accounts = $ 838,448 face value
= 23,476 purchase price
Money Asset Management Inc. minus accounts = 5,752,067 face value
= 161,058 purchase price
The following is a summary of the Sellers alternate or contract replacements
that the Buyers have agreed to accept to fulfill the contract obligations of
the Sellers obligation to submit recourse accounts or refunds for the
purchase price of the recourse accounts summarized above:
Cash Asset Management Inc. plus accounts = $ 829 face value
= 21 purchase price
Money Asset Management Inc. plus accounts = 2,711,617 face value
= 69,808 purchase price
Harrison Asset Management Inc. plus accounts = 13,349,657 face value
= 114,705 purchase price
Based upon a detailed review of the recourse accounts received at this date,
Buyers herein do agree to accept the above alternate recourse accounts and
their respective computed value as recourse replacement accounts and their
respective purchase price as complete and equal exchange and further that the
other terms and conditions of the original Portfolio Debt Purchase Agreement
are still in force and in agreement as correct, to the best of their
knowledge and belief.
PORTFOLIO DEBT PURCHASE AGREEMENT
SCHEDULE C
CLOSING STATEMENT (REVISED)
ENTITY: FACE VALUE PURCHASE AMOUNT SHARES
MAMI $23,521,221 $656,582 610,035
CAMI 11,325,551 323,614 293,735
HAMI 13,349,657 114,704 346,230
----------- ---------- ---------
TOTAL $48,196,429 $1,094,900 1,250,000
The total Purchase amount is $ 1,094,900. Buyers will close with payment of
1,250,000 shares of ISA Internationale Inc. restricted common stock to be
submitted and released from an escrow account at Dieterich & Associates, Los
Angeles, CA.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
c. Exhibits
EXHIBIT NO. DESCRIPTION
99.1 Form 8-K filed on August 23, 2004 incorporated by reference.
99.2 Form 8-K filed on November 3, 2004 incorporated by reference.
99.3 Form 8-K filed on January 14, 2005 incorporated by reference.
99.4 Form 8-K filed on May 18, 2005 incorporated by reference.
99.5 Form 8-K filed on July 28, 2005 incorporated by reference.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: September 29, 2005
ISA INTERNATIONALE INC.
By /s/ Bernard L. Brodkorb
President and CEO