UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0308
DIVISION OF
CORPORATION FINANCE
Mail Stop 03-08
August 26, 2005
Bernard L. Brodkorb
President, CEO, CFO, Chairman of the Board
ISA Internationale, Inc.
2560 Rice Street
St. Paul, MN 55113
Re: ISA Internationale, Inc.
Form 10-KSB for the Fiscal Year Ended September 30, 2004
Forms 10-QSB for the Fiscal Quarters Ended December 31, 2004,
March
31, 2005, and June 30, 2005
File No. 1-16423
Dear Mr. Brodkorb
We have reviewed the above referenced filings and have the
following comments. We have limited our review to only your
financial statements and related disclosures and do not intend to
expand our review to other portions of your documents. Where
indicated, we think you should revise your documents in response
to
these comments in future filings. If you disagree, we will
consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary. Please be as detailed as necessary in your
explanation. In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-KB for the Year Ended September 30, 2004
General
1. We note that the Company has been operationally dormant since
December 2000, spending the majority of your time on activities
such
as financial planning, raising capital, and seeking merger or
acquisition candidates. If you determine that you are a
development
stage enterprise, please include the additional disclosure items
required by paragraphs 11-12 of FAS 7. If you determine that you
are
not a development stage enterprise, tell us how you considered
paragraphs 8-9 of FAS 7 concerning the identification of a
development-stage enterprise.
Item 6. Management`s Discussion and Analysis or Plan of Operation
2. Tell us, and disclose in future filings, your off-balance sheet
arrangements that have or are reasonably likely to have a current
or
future effect on your financial condition that are material to
potential investors. If you do not have any off-balance sheet
arrangements, disclose that fact as well. See Item 303(c) of
Regulation S-B.
Item 7. Financial Statements
Statements of Operations
3. In future filings, please revise your presentation of
`valuation
charge - stock option` on the face of the statement of operations
to
allocate those expenses among the general and administrative and
settlement charges categories, as applicable. It is not
appropriate
to emphasize the non-cash nature of these expenses on your
statement
of operations by segregating these costs within one line item.
4. Tell us why it is appropriate to classify the `gain on
extinguishment of debt` as an extraordinary item. Please
reference
paragraphs 20-24 of APB 30.
Item 8.a. Controls and Procedures
5. We note that your certifying officers disclose their
conclusions
as to the effectiveness of your disclosure controls and procedures
"within the 90 days prior to the end of the period covered by this
report." However, Item 307 of Regulation S-B requires that your
certifying officers disclose their conclusions regarding the
effectiveness of your disclosure controls and procedures "as of
the
end of the period covered by the report." See also paragraph 4(b)
of
the Section 302 Certification. Please revise accordingly.
Form 10-QSB for the Quarter Ended June 30, 2005
Item 1. Financial Statements
Consolidated Statements of Cash Flows
6. Tell us why it is appropriate to classify the `proceeds from
stock
issued for services` and `proceeds from stock issued to settle
debt`
as financing activities. The conversion of debt to equity is
generally reported in the related disclosures where the
transaction
is a non-cash financing activity. Refer to paragraph 32 of FAS
95.
Please revise or advise us otherwise.
Form 8-K dated August 5, 2004, filed August 5, 2004
7. Please revise the filing to include a letter from George
Brenner
stating whether or not he agrees with the disclosures in the
filing.
The letter should be filed as Exhibit 16. See Item 304(a)(3) of
Regulation S-B.
8. In the second paragraph you disclose that there were no
disagreements through June 30, 2004. Please expand this
disclosure
to cover the subsequent interim period through the date of
resignation, not just the date through the most recent quarterly
period he reviewed. Please revise to state that there were no
disagreements through August 3, 2004, if true. See Item 304(a)(1)
of
Regulation S-B.
9. Please revise to disclose whether Brenner`s reports for either
of
the past two years contained an adverse opinion or disclaimer of
opinion or was modified as to uncertainty, audit scope, or
accounting
principles. See Item 304(a)(1)(ii) of Regulation S-B.
10. It is not clear what reportable event you are trying to
disclose
in the fourth paragraph where you make reference to the
companies[sic] Form 8-K dated July 29, 2004. Please note that the
Commission`s records do not show a Form 8-K dated July 29, 2004.
If
you are referring to your Form 8-K dated July 28, 2004, filed July
29, 2004, please tell us what information in that filing relates
to a
reportable event. Alternatively, revise to delete the reference
to
the July 29, 2004 Form 8-K.
11. It is suggested that you expand the disclosure with respect to
reportable events in the fourth paragraph of the Form 8-K to cover
the two most recent fiscal years and the subsequent interim period
through the date of resignation. Please revise or advise.
12. Please revise the disclosure in Item 8 of the Form 10-KSB to
be
consistent with these revisions to the Form 8-K dated August 5,
2005.
* * * *
Please send us your response to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter keying your responses to our
comments
and provide any requested supplemental information. Please file
your
response letter on EDGAR. Please understand that we may have
additional comments after reviewing your responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Dave Irving, Staff Accountant, at (202) 551-3321
if
you have questions regarding comments on the financial statements
and
related matters. Please contact me at (202) 551-3841 with any
other
questions.
Sincerely,
Michael Moran
Branch Chief
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Mr. Bernard L. Brodkorb
ISA Internationale, Inc.
August 26, 2005
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