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: May 12, 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.
May 12, 2005
ISA INTERNATIONALE INC. (OTCBB: ISAT) announced today that ISA Acquisition
Corporation (a Minnesota Corporation), a wholly owned subsidiary of ISAT, has
signed a new Asset Purchase Agreement and amended again its agreements
originally dated August 19, 2004, amended on October 29, 2004, and January
13, 2005 to complete and finalize the acquisition of the assets of a
privately-held network of financial service companies located in California.
The group of related companies are 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").
Amendments to original agreements
The original Asset Purchase Agreement is being amended to:
1.) change the closing date to September 30, 2005 from April 30, 2005 as
stipulated in the prior amended agreement (See exhibit 99.1),
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2.) change Schedule A - List of Deliverable Assets to exclude assets now
included in a new Portfolio Debt Purchase Agreement dated May 11, 2005,
3.) and revise the purchase price in common shares of ISAT from 5,250,000
shares to 4,000,000 shares to be delivered on or before September 30, 2005
when the seller satisfies the deliverable conditions of the agreement,
satisfactory to the Board of Directors of ISAT, including the transfer of
assets and certified audits of the companies accounting records for the years
2003 and 2004.
Also being amended is a Stock Purchase Agreement between ISAT and the seller
companies to purchase the common stock of the seller companies held by the
principal owner changing the effective closing date to September 30, 2005 or
earlier if the seller can deliver the consideration and requirements of the
original purchase agreement as amended on May 11, 2005. A copy of these
amendments are attached hereto as Exhibits and incorporated herein by
reference.
New Portfolio Debt Purchase Agreement
The new Portfolio Debt Purchase Agreement dated May 11, 2005 effects an
exchange of deliverable assets (collection portfolios) of the seller with an
estimated fair market value of $1,088,732 to ISAT (the buyer) for 1,250,000
shares of ISAI common stock. ISAT will not assume control of the remaining
assets of the seller companies until the original Asset Purchase Agreement,
as now herein revised, is completed.
History Of The Agreements
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. This agreement was reported in a Form 8-K dated 8-20-04
filed on 8-23-04. Paragraph 2.5 of the Asset Purchase Agreement 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.
It was 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
October 29, 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, the new end of our fiscal
year, 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 January 15, 2005. This was reported in a Form 8-K
filing dated November 3, 2004.
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Subsequent to the amended agreement of October 29, 2004, the parties again
determined that audited financial statements for the periods covered by the
revised agreement could not be provided within the time frame 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 both parties to the agreement
believed would be the date the "companies" would 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 was no carrying value assigned to the shares of
stock ISAT 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 books and records of the companies in California had
never been subjected to the demands and requirements of certified audits
since their original inception. This has caused the recurring delays in
closing these agreements.
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. ISA Acquisition Corporation
is a wholly owned subsidiary to ISAT at the same location. The collection
Companies are still headquartered in Calabasas, California and being led by
Anthony Pickett, an executive with more than 35 years of business experience.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
c. Exhibits
EXHIBIT NO. DESCRIPTION
99.1 SECOND AMENDMENT TO THE ASSET PURCHASE AGREEMENT
99.2 SECOND AMENDMENT TO THE STOCK ACQUISITION AGREEMENT
99.3 THIRD AMENDMENT TO THE ASSET PURCHASE AGREEMENT
99.4 THIRD AMENDMENT TO THE STOCK ACQUISITION AGREEMENT
99.5 NEW PORTFOLIO DEBT PURCHASE AGREEMENT
99.6 Form 8-K filed on August 23, 2004 incorporated by reference.
99.7 Form 8-K filed on November 2, 2004 incorporated by reference.
99.8 Form 8-K filed on January 14, 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: May 12, 2005
ISA INTERNATIONALE INC.
By /s/ Bernard L. Brodkorb
President and CEO
<page>
ISA INTERNATIONALE, INC.
FORM 8K
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit Method of Filing
- ---------- ----------------------------------------------------------------
99.1 SECOND AMENDMENT TO THE ASSET PURCHASE AGREEMENT Filed herewith
electronically
99.2 SECOND AMENDMENT TO THE STOCK ACQUISITION AGREEMENT Filed herewith
electronically
99.3 THIRD AMENDMENT TO THE ASSET PURCHASE AGREEMENT Filed herewith
electronically
99.4 THIRD AMENDMENT TO THE STOCK ACQUISITION AGREEMENT Filed herewith
electronically
99.5 NEW PORTFOLIO DEBT PURCHASE AGREEMENT Filed herewith
electronically
Exhibit 99.1 SECOND AMENDMENT TO THE ASSET PURCHASE AGREEMENT
Dated January 13, 2005
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 2.5 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.
<page>
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.
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.
<page>
Exhibit 99.2 SECOND AMENDMENT TO THE STOCK AQUISITION AGREEMENT
Dated January 13, 2005
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
Exhibit 99.3 THIRD AMENDMENT TO THE ASSET PURCHASE AGREEMENT
Dated May 11, 2005
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, originally signed on August 19, 2004,
amended on October 29, 2004, amended on January 13, 2005, and herein again
amended to extend the revised closing date to on or before September 30,
2005, which will be the date the "Companies" estimate they can deliver the
required two years of certified audits of the "Companies". 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. In exchange for this sale, ISA agrees to
compensate the Companies pursuant to the terms of the Agreement, as amended,
wherein 3,750,000 (revised from 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,
as adjusted on this date May 11, 2005 for a purchase by ISA Internationale,
Inc. of portfolio debt from Money Asset Management, Inc. and Cash Asset
Management, Inc. for a share consideration of 1,250,000 common shares. Copies
of the original agreement, each prior amended agreement and the Portfolio
Debt Purchase Agreement dated May 11, 2005 are attached hereto.
All time frames described in the agreement begin to run from the date of the
closing for the terms contemplated.
Extensive accounting and bookkeeping requirements and related and required
information needed by the Company's auditors are the primary reason for the
delay in the completion of the certified audits. As a result, the parties
herein agree to change the years for the required certified audits to be the
calendar years of 2003 and 2004.
<page>
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
below written.
Sellers:
Dated: May 11, 2005 By: /s/ Dante Fala, Principal Shareholder,
Cash Asset Management, Inc.
Harrison Asset Management, Inc.
Money Asset Management, Inc.
Dated: May 11, 2005 By: /s/ L. Anthony Pickett, President,
Cash Asset Management, Inc.
Dated: May 11, 2005 By: /s/ L. Anthony Pickett, President,
Harrison Asset Management, Inc.
Dated: May 11, 2005 By: /s/ L. Anthony Pickett, President,
Money Asset Management, Inc.
Dated: May 11, 2005 By: /s/ L. Anthony Pickett, President,
United Recovery, Inc.
Buyers:
Dated: May 11, 2005 By: /s/ Bernard L. Brodkorb, President,
ISA Acquisition Corporation
Dated: May 11, 2005 By: /s/ Bernard L. Brodkorb, President,
ISA Internationale Inc.
<page>
Exhibit 99.4 THIRD AMENDMENT TO THE STOCK AQUISITION AGREEMENT
Dated May 11, 2005
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 closing 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 August 19, 2004 (the original date of the agreement); amended on January
13 to January 13, 2005 (the second amendment to the agreement) and now
amended to be the date the "Companies" estimate they can deliver the required
two years of certified audits of the "Companies". 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")
The parties to this agreement anticipate this will occur before September 30,
2005. Copies of the original and amended agreements are attached hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
below written.
Sellers:
Dated: May 11, 2005 By: /s/ Dante Fala,
Original President and Principal Shareholder,
First American Financial Family Services Corp.,
A Nevada Corporation
Buyer:
Dated: May 11, 2005 By: /s/ Bernard L. Brodkorb,
President and Chief Executive Officer
ISA Acquisition Corporation,
A Minnesota Corporation
Dated: May 11, 2005 By: /s/ Bernard L. Brodkorb,
President and Chief Executive Officer
ISA Internationale Inc.,
A Delaware Corporation
Exhibit 99.5 NEW PORTFOLIO DEBT PURCHASE AGREEMENT
Money Asset Management, Inc.
Cash Asset Management, Inc.
5000 N. Parkway Calabasas
Suite 303
Calabasas, Ca 91302
Telephone 818-676-1407 Fax 818-224-4295
PORTFOLIO DEBT PURCHASE AGREEMENT
THIS AGREEMENT is made this May 11, 2005 by and between Money 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 (Hereinafter referred
to as "Buyer")(a wholly owned subsidiary of ISA Internationale Inc.) with
their principal address at 2560 N. Rice St., St. Paul, MN 55113. Buyer is
entering this Purchase Agreement under the express condition that this
contract is non-rescindable. The accounts within the portfolios are being
purchased "As is."
1. In consideration of 1,250,000 restricted shares of ISA Internationale Inc
common stock, payment is to be made via release from an escrow account at
Dieterich & Associates, Los Angeles, CA., the sellers hereby sell, assign,
transfer and convey to Buyer without recourse, warranty, either expressed or
implied, or liability except as herein expressly set forth, all the
obligations and any Instruments securing same (hereinafter referred to as
"Receivables") as defined in Schedule A of the Closing Statement, except any
which shall have been paid to the Sellers in full on or before the closing
date of this sale as defined in Schedule A of the Closing Statement. The
above purchase shall include transfer to Buyer of electronic records and
files in Seller's possession relating to said Receivables. Sellers make no
guarantees as to the availability of the documentation and funds will not be
refunded due to the lack of documentation.
2. With respect to the above Receivables, the Sellers warrant that in
reliance upon documents and information furnished to it by Issuer or Owner
immediately preceding Sellers, and to the best of Seller's knowledge and
belief:
A. They are qualified to transact business and duly licensed in all
jurisdictions where necessary to purchase, hold, collect or enforce the
Receivables or any amounts due thereon.
B. They have full power and authority to purchase the Receivables from
Issuer and or predecessor owner and that all necessary proceedings on
its part have been duly taken to authorize this purchase.
C. Sellers warrant they own good and marketable title to all of the
Receivables, free and clear of all liens and pledges.
D. Sellers have full power and authority to sell, assign, transfer and
convey the Receivables to the Buyer, and all other necessary proceedings
on the part of the Sellers have been duly taken to authorize the sale.
<page>
E. All of the Receivables were made for valuable considerations and are
now legally enforceable obligations of the respective persons shown as
indebted thereon, except as may be limited by statutes of limitations,
bankruptcy, insolvency, moratorium, receivership, conservator ship,
reorganization or similar laws affecting the rights of creditors
generally or equitable principles limiting the right to obtain specific
performance or other similar relief.
F. The persons shown as indebted on the Receivables have not initiated
any lawsuits against Seller, and such persons have no legally
enforceable rights to set-off, counterclaim, cancellation, or legally
enforceable claim that the Receivables suffer from lack of
consideration, forgery or alteration of such person's signature, except
as may be disclosed or contained in the relevant file or documents.
G. The amounts shown on the hard copy and/or files to be owing and
unpaid on the respective Receivables represent the amount that was
represented to Seller by Issuer or Owner immediately preceding Seller,
to be due.
H. There are no judgments against the Sellers that could become a lien
against the Receivables.
I. The account balances represent all principal, interest, and fees up
to the time of charge off, and since charge off, there has been no
additional amounts added to the balance.
J. All accounts that qualify for recourse will be funded back to the
Buyer from Seller within 30 days after the Recourse date has expired.
The amount will equal the purchase price of each account.
K. The accounts in Schedule A may have been to 1 to 3 outside agencies
prior to this Agreement. The Original Creditor, and any of its
entities, may have made recovery efforts prior to selling Receivables.
This shall not be construed as having assigned the Receivables to an
Outside Agency.
L. Sellers will provide to Buyer information regarding mail returns on
the accounts being purchased after closing.
M. Any payments received from the Issuer(s) will be forwarded to Buyer
via regular mail.
N. Sellers warrant the portfolio debt Receivables in Schedule A of the
Closing Statement will have had an original cost to seller of at least
$.04 per $1.00 of current Seller face value of debt purchased and that
it has no reason to believe that the current Fair Market Value of the
portfolio debt Receivables in Schedule A have a combined net fair market
value of no less than $1,088,732. Adjustments as to the shares being
conveyed herein by buyers or additional debt portfolio accounts being
purveyed by the sellers as consideration will need to be made if the
combined current fair market value is deemed to be less than $1,088,732
by more than 5% as determined by appraisals from three independent
authorities qualified to render a fair market value opinion, one of
which will be chosen by Sellers and two by Buyer. This determination or
review is at the cost of Buyer and at their sole option.
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3. Sellers agree that if, as to any of the debt Receivables, any of its
warranties herein are breached or any claim or defense exists against Buyers
arising out of a breach of any warranty herein, Sellers will repurchase or
replace with like-kind or better, such debt Receivables on written demand
with proof of the breach for the same percentage of the net outstanding
balance as Buyer's paid therefore, such remedy shall be Buyer's exclusive
remedy for such breach.
4. Buyer shall not assume or incur liability for any debt or other obligation
of Sellers, other than as herein provided.
5. Buyer may advise debtors who are obligated on the debt Receivables they
have purchased such debt Receivables and that all payments thereon shall be
made to the Buyer and all legal and other action respecting the Receivables
shall be taken to the Buyer in its own name and not the name of Sellers.
6. Sellers hereby constitute and appoint Buyers the true and lawful special
attorney-in-fact of Sellers in the name and stead of Sellers, on behalf of
and for the benefit of Buyer, to endorse the name of the Sellers without
recourse upon all checks, drafts, notes owners and other forms of exchange
received as payment on any of the affected debt Receivables.
7. Sellers agree to segregate and classify the debt Receivables as being
"sold" at the time of the consummation of this Agreement After the "Closing
Date" herein, Sellers agree that any and all monies in the possession of, in
transit to or received by any prior account owners/originators, Sellers,
Sellers agents, attorneys or other assigns shall become the property of the
Buyer at Closing.
8. If Sellers receive such monies after Closing, Sellers shall immediately
report the monies received by fax or email, in a Direct Payment Report and
forward the monies to the Buyers no later than the 15th day of the following
month after the month in which the payment was received. Sellers further
agree to forward any and all recourse statements received from any and all
Sellers in which any of the said debt Receivables have been listed.
9. The purchase and sale contemplated by this Agreement may be subject to the
approval of certain regulatory authorities, and if so the parties agree to
obtain such approval prior to the date of closing; otherwise, this Agreement
shall be void at the other party's sole option.
10. This Agreement and any disputes arising under or as a result of the
negotiations or execution of this Agreement shall be governed by and its
provisions construed under state and Federal laws where applicable. Any
disputes between the parties, of any kind or nature, shall be determined in
the state or federal courts and the parties do consent to the personal
jurisdiction of such courts. In any litigation between the parties to this
Agreement, the maximum recovery to the prevailing party shall be limited to
the consideration given by that party under this contract, together with the
prevailing party's reasonable and necessary attorney's fees. In no event
shall Sellers be obligated to return any funds to Buyer unless Sellers
receives from Buyer all physical and electronic receivables to which such
funds is attributable together with any sums collected by Buyer on such debt
Receivables.
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11. Buyer represents and warrants to Sellers that:
A. They are qualified to transact business and duly licensed in all
jurisdictions where necessary to purchase, hold, collect or enforce the
debt Receivables or any amounts due thereon and buyer represents that it
will secure such approval(s)and licensure as deemed necessary.
B. That they have full power and authority to purchase the debt
Receivables from Sellers and that all necessary proceedings on its part
have been duly taken to authorize this purchase.
C. They will comply with all applicable laws, rules, regulations,
ordinances and judgments relating to or in any way affecting the
purchase of the debt Receivables by Buyer, the ownership thereof by
Buyer or the collection or enforcement thereof by Buyer.
D. It will comply with all applicable laws, rule, regulations,
ordinances and judgments relating to or in any way affecting its
collection procedures.
E. It agrees to full compliance with the requirements of the Gramm-
Leach-Bliley legislation and any subsequent interpretations or
regulations relating to this legislation. This legislation addresses the
sharing of nonpublic personal information concerning debtors. It is the
policy of Seller to NOT SHARE such information in ways prohibited by
Gramm-Leach-Bliley, and it is a condition of this sale that Buyer
protects such information from unauthorized or improper disclosure.
F. It understands the Sellers have agreed in their Purchase Agreement
that the Loan Originator may repurchase accounts from the Sellers sold
to them in error. In this event, the Buyer agrees to submit that
account(s) for replacement. This specifically excludes any payments made
after the closing date herein.
G. The relationship of the parties is solely that of Seller and Buyer,
unless otherwise specifically outlined in this agreement. Buyer shall
have no authority or capacity otherwise to bind or commit Sellers to any
act, obligation or liability, nor shall Buyer have any authority to
bind Sellers contractually.
H. The parties acknowledge the Sellers were not the original credit
grantor for the accounts and generally will not have in its possession
account documents, which may be requested by the Buyer. Buyer further
acknowledges that the failure of the Sellers to provide any account
document request by Buyer will not be a breach of this Agreement.
Sellers agree to provide Affidavits of Indebtedness on those accounts
where the account documents are not available either from Sellers or
from the original creditor.
<page>
I. Buyer will indemnify and hold Sellers harmless from any and all
claims, demands, actions, causes of actions, suits, judgments actual or
punitive damages, statutory penalties, costs, fees and expenses arising
from or in any way connected with Buyer's attempts to collect on any
Receivables or concerning the failure of Buyers to keep or comply with
any term, condition, representation, warranty or agreement contained
herein or the incorrectness or falsity of any representation or
warranty, which is or becomes untrue in any material respect. The
Sellers will extend all of their rights to indemnification against the
original creditor and/or prior owners of these receivables. The Sellers
agree that the Buyer will have no responsibility and will be fully
indemnified for all losses, judgments, expenses, and/or other costs
(including all fees and costs of legal counsel), for any acts or claims
created by Sellers.
J. Buyer acknowledges it is solely responsible for any brokerage
fees relating to the sale of these portfolios if any.
12. This Agreement represents the entire agreement between the parties. There
are no promises, inducements, representations, or warranties not expressly
stated herein. This Agreement may not be modified except by written
instrument signed by all of the parties hereto. This Agreement supersedes any
prior understandings or written or oral agreements between the parties
respecting the debt Receivables, or the rights and obligations of the parties
hereto.
13. Sellers will make their best efforts to secure documentation from the
original lender as requested by Buyer with respect to debt Receivables for a
period of 365 days after the date of this agreement. Requests for such
documents will require a prepaid charge ranging from $5.00 to $10.00 per
document. Sellers will notify Buyer of actual cost at time of request. Said
prepaid costs will also apply to Affidavits of Indebtedness which are
provided by Sellers. The price paid for these debt Receivables takes into
account that this contract is being sold "as is" and the risk that some
documentation may not be available from the original lender.
14. From and after the date of this agreement, if Buyer wishes to sell or
transfer any of the Accounts to a third party, Buyer will make best efforts
to solicit a qualified purchaser(s).
A. If Buyer sells or transfers an Account to third party, Buyer must
assign to that third party all of Buyer's obligations under this
Agreement, and Buyer's purchaser or transferee must accept the
assignment in writing. Sellers shall not be obligated in anyway to a
third party who purports to have acquired any of the Accounts.
B. Any Sale or assignments of Accounts without the concurrent assignment
of Buyers obligations under this agreement will cause this Agreement to
be void.
C. No sale or transfer or any Account to a third party will relieve
Buyer of any of its obligations or liabilities under this Agreement.
<page>
D If Buyer sells or transfers any of the Accounts to a third party, Buyer
agrees all requests for Account Documents will be made by Buyer to
Seller. Buyer agrees to handle in a commercially reasonable manner all
Obligor Inquires, either oral or written, in relation to such transferred
Accounts or to refer such Obligor Inquiries to the appropriate third-
party transferee.
ANY ADDENDEM OR EXHIBITS ATTACHED HERETO BECOME A PART OF AND ARE
INCORPORATED INTO THIS AGREEMENT.
Seller: Money Asset Management, Inc, Buyer: ISA Acquisition Corporation
By: /s/L. Anthony Pickett By: /s/Bernard L. Brodkorb
------------------------ ------------------------
L. Anthony Pickett, President Bernard L. Brodkorb, President
Date: 05/11/2005 Date: 05/11/2005
Seller: Cash Asset Management, Inc.
By: /s/L. Anthony Pickett
------------------------
L. Anthony Pickett, President
Date: 05/11/2005
PORTFOLIO DEBT PURCHASE AGREEMENT
SCHEDULE A
CLOSING STATEMENT
ENTITY: ACCOUNTS FACE VALUE PRICE PURCHASE AMOUNT SHARES
MAMI-URI 7,846 $27,684,009 $0.030 $ 830,520 953,540
CAMI-URI 5,831 5,800,177 0.031 179,806 206,439
MAMI-LVR 2,918 2,613,540 0.030 78,406 90,021
----- ----------- ---------- ----------
TOTAL 16,595 $36,097,726 $1,088,732 1,250,000
The total Purchase amount is $ 1,088,732. On or before the Closing Date of
May 11, 2005 or as soon thereafter as is possible, Buyers will close with
payment of 1,250,000 shares of its restricted common stock shares to be
submitted and released from escrow account at Dieterich & Associates, Los
Angeles, CA. Upon receipt of the shares, Sellers shall forward the required
account documentation and record to Buyers via best way within 5 working
days.
Payment Delivery Instructions:
Payment must be made to: Money Asset Management, Inc.
Or Cash Asset Management, Inc.
AT:
5000 N. Parkway Calabasas
Suite 303
Calabasas, CA 91302
<page>
ASSIGNMENT AND BILL OF SALE
NOW, THEREFORE, for good and valuable consideration, Seller hereby sells,
assigns, and transfers to Buyers all of Seller's rights, title and interest
in each and every one of the debt Receivables portfolios described in the
Portfolio Debt Purchase Agreement Closing Statement, Schedule A listed as
MAMI entity, provided however that such transfer is made without any
representations, warranties or recourse, except as provided in the Agreement.
Money Asset Management, Inc. ("MAMI") referred to as "Seller" has entered
into a Purchase Agreement ("Agreement") for the sale of Receivables described
in Schedule A thereof to ISA Acquisition Corporation (hereinafter referred to
as "Buyer") with a principal address: 2560 N. Rice St., St. Paul, Minnesota,
MN 55113.
ENTITY: ACCOUNTS FACE VALUE
MAMI-URI 7,846 $27,684,009
MAMI-LVR 2,918 2,613,540
----- -----------
TOTAL 10,764 $30,297,549
Buyer and Seller agree that the Purchase Price shall be as Stated in Schedule
A attached to the Agreement.
IN WITNESS WHEREOF, Seller has signed and delivered this instrument on the
Eleventh day of May, 2005.
"SELLER"
By: /s/L. Anthony Pickett
---------------------------
L. Anthony Pickett, President
Money Asset Management, Inc.
<page>
ASSIGNMENT AND BILL OF SALE
NOW, THEREFORE, for good and valuable consideration, Seller hereby sells,
assigns, and transfers to Buyer all of Seller's rights, title and interest in
each and every one of the debt Receivables portfolios described in the
Portfolio Debt Purchase Agreement Closing Statement, Schedule A listed as
CAMI entity, provided however that such transfer is made without any
representations, warranties or recourse, except as provided in the Agreement.
Cash Asset Management, Inc. ("CAMI") referred to as "Seller" have entered
into a Purchase Agreement ("Agreement") for the sale of Receivables described
in Schedule A thereof to ISA Acquisition Corporation (hereinafter referred to
as "Buyer") with a principal address: 2560 N. Rice St., St. Paul, Minnesota,
MN 55113.
ENTITY: ACCOUNTS FACE VALUE
CAMI-URI 5,831 5,800,177
Buyer and Seller agree that the Purchase Price shall be as Stated in Schedule
A attached to the Agreement.
IN WITNESS WHEREOF, Seller has signed and delivered this instrument on the
Eleventh day of May, 2005.
"SELLER"
By: /s/L. Anthony Pickett
---------------------------
L. Anthony Pickett, President
Cash Asset Management, Inc.
<page>
ADDENDUM TO PORTFOLIO DEBT PURCHASE AGREEMENT
EXHIBIT A
RECOURSE PROCEDURES
All accounts submitted for recourse must meet qualifications as outlined in
Addendum to Portfolio Debt Purchase Agreement Exhibit B.
Buyer agrees to provide verification of Bankruptcy Discharge and Deceased as
outlined in Addendum to Portfolio Debt Purchase Agreement, Exhibit B.
Buyer agrees to forward to Sellers all files and documentation on qualifying
recourse accounts as outlined in Addendum to Portfolio Debt Purchase
Agreement, Exhibit B, no more than once per month, at Buyer's expense via the
United States Postal Service or Overnight Mail service:
Money Asset Management, Inc. or
Cash Asset Management, Inc.
AT:
5000 N. Parkway Calabasas,
Suite 303
Calabasas, CA 91302
Sellers agree to refund qualifying recourse accounts with the amount equal to
the purchase price of that particular account as outlined in Addendum to
Portfolio Debt Purchase Agreement, Exhibit B.
Buyer must submit to Sellers all qualifying recourse accounts on or before
September 30, 2005. After that date no accounts will be accepted for
recourse.
Buyer will appoint one of its employees to be the recourse liaison between
Buyer and Sellers, and Sellers will appoint one of its employees as recourse
liaison between Buyer and Sellers for all recourse accounts.
Money Asset Management, Inc.
Cash Asset Management, Inc. ISA Acquisition Corporation
("SELLERS") ("BUYER")
By: /s/ L. Anthony Pickett By: /s/ Bernard L. Brodkorb
-------------------------- -------------------------
L. Anthony Pickett, President Bernard L. Brodkorb, President
Date: 05/11/2005 Date: 05/11/2005
ADDENDUM TO PORTFOLIO DEBT PURCHASE AGREEMENT
EXHIBIT B
RECOURSE PROCEDURES
BANKRUPTCY
1. Account must have filed prior to the date of this Agreement.
2. If there are two or more debtors on the same account, all debtors must
have filed for Bankruptcy.
3. Bankruptcy must be verified by providing proof of the following:
a. Attorney Name, Attorney Phone Number, Case Number, and Filing Date.
DECEASED
1. Debtor must have been deceased prior to the date of the Agreement.
2. If there are two or more debtors on the same account, all debtors must
be deceased.
Verification must be provided for both bankruptcy and deceased. Seller will
accept Banco, Credit Bureau Report, and Social Security Death Index.
PAID IN FULL - SETTLED IN FULL
Verification must be provided.
FORGERY - FRAUD
Verification must be provided by fraud or forgery affidavit.
Money Asset Management, Inc ISA Acquisition Corporation
("SELLER") ("BUYER")
By: /s/ L. Anthony Pickett By: /s/ Bernard L. Brodkorb
---------------------------- -----------------------------
L. Anthony Pickett, President Bernard L. Brodkorb, President
Date: 05/11/2005 Date: 05/11/2005
Cash Asset Management, Inc. ISA Acquisition Corporation
("SELLER") ("BUYER")
By: /s/ L. Anthony Pickett By: /s/ Bernard L. Brodkorb
---------------------------- -----------------------------
L. Anthony Pickett, President Bernard L. Brodkorb, President
Date: 05/11/2005 Date: 05/11/2005
End of document