-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DZGZHbc30mqYS6RLimghiDCubCrvwwF5LDxn4AeeKHMsIsT8URW7wDWLryStl7z+ jj45zPoAJkESRbZj2kiCwg== 0001095133-06-000016.txt : 20060814 0001095133-06-000016.hdr.sgml : 20060814 20060814163954 ACCESSION NUMBER: 0001095133-06-000016 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060630 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20060814 DATE AS OF CHANGE: 20060814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISA INTERNATIONALE INC CENTRAL INDEX KEY: 0001095133 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 411925647 STATE OF INCORPORATION: DE FISCAL YEAR END: 0904 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-16423 FILM NUMBER: 061031143 BUSINESS ADDRESS: STREET 1: 2560 RICE STREET CITY: ST. PAUL STATE: MN ZIP: 55113 BUSINESS PHONE: 651-489-6941 MAIL ADDRESS: STREET 1: 2560 RICE STREET CITY: ST. PAUL STATE: MN ZIP: 55113 8-K/A 1 isa8kafiling81406.txt ISA INTERNATIONALE INC. U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 14, 2006 ISA INTERNATIONALE, INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-16423 Delaware 41-1925647 (State of Incorporation) (IRS Employer ID. No.) 2560 Rice Street (651) 489-6941 St. Paul, MN 55113 (Registrant's telephone number) (Mailing address of registrant) Item 3.02 Unregistered Sale of Equity Securities On or about June 6, 2006, ISA Internationale Inc. ("ISA" or the "Company") issued 1,709,418 shares of its restricted common stock as consideration for the repayment and conversion of $854,970 of loan advances and related interest due thereon, as of May 31, 2006. These shares were issued under the auspices of Rule 4(2). Further, the Company's amended filing herein changes the loan advances and related interest as previously reported due to $854,970. On or about June 6, 2006, the Company issued 740,000 shares of its restricted common stock as payment for the conversion of $370,000 of accrued consulting fees due Bernard L. Brodkorb, President and CEO of the Company. These shares were issued under the auspices of Rule 4(2). On or about June 6, 2006 the Company issued 142,000 shares of restricted common stock to Charles J. Newman as compensation for services rendered to the Company in its reorganization efforts. These shares were issued at a price of $.02 per share and under the auspices of Rule 4(2). Further, the Company's amended filing herein clarifies that the shares were issued at an amended price of $.02 per share to reflect more correctly the true value of services rendered to the Company. On or about June 26, 2006, the Company issued 386,680 shares of its restricted common stock to the Directors of the Company and an additional two persons as compensation for services rendered to the Company in their positions as directors or consultants to the Company. These shares were issued at a price of $.02 per share and under the auspices of Rule 4(2). Further, the Company's amended filing herein clarifies that the shares were issued at an amended price of $.02 per share to reflect more correctly the true value of services rendered to the Company. On or about June 26, 2006, the Company issued 17,054,934 of its restricted common stock pursuant to the terms of a November 2, 2000 Funding Agreement between The Company, as agreed and executed by its prior management and Board of Directors on that date, and Doubletree Capital Partners, Inc. The issuances of these common shares are in exchange for conversion of 5,000,000 preferred stock shares, previously issued to Doubletree Capital Partners, Inc. on November 7, 2000, and are in accordance with the conversion terms of the November 2, 2000 Funding Agreement. The total outstanding common shares of the Company as of June 30, 2006 after all issuances now totals 23,989,912. This Form 8-K/A also removes the word "draft" from the original filing made June 30, 2006. SIGNATURES 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 hereunto duly authorized. Date: August 14, 2006 ISA INTERNATIONALE, INC. /s/ Bernard L. Brodkorb, Jr. President and CEO -----END PRIVACY-ENHANCED MESSAGE-----