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: January 14, 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 1.01 Entry into a Material Definitive Agreement.
January 14, 2005 -
ISA INTERNATIONALE INC. (OTCBB: ISAT) announced today it has amended again
its agreement originally dated August 19, 2004 and amended on November 2,
2004 to complete and finalize the acquisition of the assets of a privately-
held network of financial services companies composed of Harrison Asset
Management Inc. (HAMI), Money Asset Management, Inc. (MAMI), Cash Asset
Management Inc. (CAMI), E-commerce Bank, First American Financial Family
Services (FAFFS), and United Recovery Inc. (URI) - a wholly-owned subsidiary
of MAMI (the "companies"). On August 19, 2004, ISAT completed the agreement
to exchange common shares and common share warrants of ISAT for certain
assets of the group of "companies" above. Paragraph 2.5 of the Asset Purchase
Agreement, previously filed with the SEC in an 8-K dated 8-23-04, stated ISA
Internationale Inc. would be provided audited financial statements within 70
days of closing and such audited statements would be used to apportion the
5,000,000 shares of common stock of ISAT among the three "companies" in
accordance with the asset values being transferred from each of the
"companies" to ISAT. Also a related Stock Acquisition Agreement is being
amended.
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It had been determined the "companies" selling the assets to ISAT could not
provide audited financial statements for the periods covered by the agreement
within the 70 days after closing as required by the original agreement. ISAT
determined the original agreement must be re-dated from August 19, 2004 to
November 1, 2004. The parties to this amended agreement believed the audits
as required by the Asset Purchase Agreement could be completed by January 15,
2005 and their respective results filed with the SEC accordingly, as
required. Therefore, as of September 30, 2004, ISAT deemed the transaction
not closed and Paragraph 2.5 of the Asset Purchase Agreement not complied
with. In an attempt to provide ISAT and the "companies" with a remedy, on
October 29, 2004 the parties to the agreement signed amendments to their
original agreements and extended the closing date of the transaction to
November 1, 2004. This was reported in a Form 8-K filing on November 2, 2004.
Subsequent to the amended agreement of October 29, 2004, the parties have
again determined that audited financial statements for the periods covered by
the revised agreement can not be provided as required by the agreement. Hence
the agreement was amended again on January 13, 2005 to have the closing date
to be April 30, 2005 which will be the date the "companies" contemplate they
will have the ability to deliver the required two years of certified audits
of the "companies". The revised agreement also changed the required years to
be audited to include the calendar years of 2003 and 2004 rather than 2002
and 2003 as originally agreed. Accordingly, There will be no carrying value
assigned to the shares of stock that ISAT has placed in escrow as
consideration for their part in the agreement until the transaction is closed
and finalized.
Extensive accounting and bookkeeping requirements and the development of
related and required documentation and information needed by the Company's
auditors are the primary reason for the delay in the completion of the
certified audits. The Companies books and records had never been subjected to
the demands and requirements of certified audits since their original
inception.
ISAT will continue to maintain its corporate offices in St. Paul, Minnesota,
and will continue to pursue suitable acquisitions in the financial services
industry, consistent with its new business plan. The Companies are still
headquartered in Calabasas, California and being led by Anthony Pickett, an
executive with more than 35 years of business experience.
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: January 14, 2005
ISA INTERNATIONALE INC.
By /s/ Bernard L. Brodkorb
President and CEO
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ISA INTERNATIONALE, INC.
FORM 8K
INDEX TO EXHIBITS
Exhibit Description of Exhibit
- ------------ -------------------------------------------
Exhibit 99.1 AMENDMENT TO THE ASSET PURCHASE AGREEMENT
Exhibit 99.2 AMENDMENT TO THE STOCK AQUISITION AGREEMENT
Amendment to the Asset Purchase Agreement
In exchange for $1.00 and other valuable consideration, the parties to this
agreement hereby agree to change the effective date of the Asset Purchase
Agreement and Bill of Sale Agreement from October 29, 2004 to April 30, 2005,
which will then be the date the "Companies" contemplate they will have the
ability to deliver the required two years of certified audits of the
"Companies" in accordance with paragraph xxx of the original Asset Purchase
Agreement, dated August 19, 2004 and amended on October 29, 2004.
Money Asset Management, Inc. ("MAMI"), United Recovery, Inc. (URI) (a wholly-
owned subsidiary of MAMI), Cash Asset Management, Inc. ("CAMI"), and Harrison
Asset Management, Inc. ("HAMI"), all California Corporations, (collectively,
the "Companies") and Dante Fala, Principal Shareholder, hereby agree to
transfer all rights, title and interest in the assets listed in Schedule 1.0
of the Asset Purchase Agreement (the "Agreement") by and between the
Companies and ISA Acquisition Corporation ("ISA"), a Minnesota Corporation,
effective as of the date ISA Internationale, Inc. will receive certified
audits for the calendar years 2003 and 2004. Originally, the Agreement
provided for the certified audits to be for the calendar years 2002 and 2003.
The parties to this agreement herein agree to change that provision to now
include the certified audits for the calendar years 2003 and 2004. In
exchange for this sale, ISA agrees to compensate the Companies pursuant to
the terms of the Agreement wherein 5,000,000 common stock shares will be
delivered to the "Companies" in exchange for the assets listed in Schedule
1.0 of the Asset Purchase Agreement (the "Agreement") by and between the
Companies and ISA Acquisition Corporation ("ISA"), a Minnesota Corporation.
Copies of the original agreement and amended agreement are attached hereto.
Extensive accounting and bookkeeping requirements and the development of
related and required documentation and information needed by the Company's
auditors are the primary reason for the delay in the completion of the
certified audits. The Companies books and records had never been subjected to
the demands and requirements of certified audits since their original
inception. Therefore and in order to comply with the requirements of the SEC
as required by ISA Internationale Inc., the parties herein agree to change
the years for the required certified audits to be the calendar years of 2003
and 2004. All timeframes described in the Agreement begin to run from the
date of the closing for the terms contemplated.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date
below written.
Sellers:
Dated: January 13, 2005 By: /s/ Dante Fala, Principal Shareholder,
Cash Asset Management, Inc.
Harrison Asset Management, Inc.
Money Asset Management, Inc.
Dated: January 13, 2005 By: /s/ L. Anthony Pickett, President,
Cash Asset Management, Inc.
Dated: January 13, 2005 By: /s/ L. Anthony Pickett, President,
Harrison Asset Management, Inc.
Dated: January 13, 2005 By: /s/ L. Anthony Pickett, President,
Money Asset Management, Inc. and
United Recovery, Inc.
Buyers:
Dated: January 13, 2005 By: /s/ Bernard L. Brodkorb, President,
ISA Acquisition Corporation
Dated: January 13, 2005 By: /s/ Bernard L. Brodkorb, President,
ISA Internationale Inc.
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Exhibit 99.2 AMENDMENT TO THE STOCK AQUISITION AGREEMENT
Amendment to the Stock Acquisition Agreement
In exchange for $1.00 and other valuable consideration, the parties to this
agreement hereby agree to change the effective date of the Stock Acquisition
Agreement between ISA Acquisition Corporation (ISA), a Minnesota Corporation,
and Dante Fala (FALA), an individual and sole shareholder of First American
Family Financial Services Corp., a Nevada corporation (FAFFS), from November
1, 2004 to January 13, 2005. A copy of the original Agreement is attached
hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
below written.
Sellers:
Dated: January 13, 2005 By: /s/ Dante Fala, Original President
and Original Principal Shareholder,
First American Financial Family Services Corp.,
A Nevada Corporation
Buyer:
Dated: January 13, 2005 By: /s/ Bernard L. Brodkorb,
President and Chief Executive Officer
ISA Acquisition Corporation,
A Minnesota Corporation
Dated: January 13, 2005 By: /s/ Bernard L. Brodkorb,
President and Chief Executive Officer
ISA Internationale Inc.,
A Delaware Corporation