0001264931-11-000255.txt : 20110519 0001264931-11-000255.hdr.sgml : 20110519 20110519160713 ACCESSION NUMBER: 0001264931-11-000255 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20101231 FILED AS OF DATE: 20110519 DATE AS OF CHANGE: 20110519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INFORMATION SYSTEMS ASSOCIATES, INC. CENTRAL INDEX KEY: 0001396536 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 650493217 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-142429 FILM NUMBER: 11858003 BUSINESS ADDRESS: STREET 1: 2120 SW DANFORTH CIRCLE CITY: PALM CITY STATE: FL ZIP: 34990 BUSINESS PHONE: 772-286-3682 MAIL ADDRESS: STREET 1: 2120 SW DANFORTH CIRCLE CITY: PALM CITY STATE: FL ZIP: 34990 10-K/A 1 isa10ka.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

———————

FORM 10-K/A

No. 1

———————

 

þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the year ended: December 31, 2010

 

or

 

o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from: _____________ to _____________

 

Information Systems Associates, Inc.

(Exact name of registrant as specified in its charter)

 

Florida   333-142429   65-0493217
(State or Other Jurisdiction   (Commission   (I.R.S. Employer
of Incorporation or Organization)   File Number)   Identification No.)

 

Address of Principal Executive Office: 1151 SW 30th Street, Suite E, Palm City, Florida 34990

 

Registrant’s telephone number, including area code: (772) 403-2992

 

Securities registered pursuant to Section 12(b) of the Act: None
     

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001, par value

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  £ Yes  S  No
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   £Yes SNo

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes S  £No
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. £
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

Large accelerated filer  £ Accelerated filer   £ Non-accelerated filer  £ Smaller reporting company S

 

   
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  £   S No
   
The aggregate market value of the issuer’s Common Stock held by non-affiliates as of June 30, 2010 was $2,748,556.
 
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date, 27,316,084 shares outstanding as of March 28, 2011.

 

 

 

(1)
 

 

 

 

 

PART II

 

Explanatory Note: This report on Form 10-K/A No. 1 amends the Form 10-K filed on March 30, 2011.  It is being filed to amend “Item 9A. Controls and Procedures” to include management’s annual report on internal control over financial reporting, which was inadvertently omitted. This 10-K/A No. 1 does not reflect subsequent events occurring after March 30, 2011, the original filing date of the Form 10-K, or modify or update in any way disclosures made in the Form 10-K.

 

Item 9A. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures .   

 

Our management carried out an evaluation, with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, or the Exchange Act.  Based on their evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

 

Management’s Annual Report on Internal Control over Financial Reporting .

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of the end of the period covered by this report.  In making this assessment, our management used the criteria set forth by the Committee of Sponsor Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.  Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of the end of the period covered by this report based on that criteria.

 

Our internal control over financial reporting is a process designed under the supervision of our Principal Executive Officer and Principal Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles, or GAAP. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

 

Changes in Internal Control over Financial Reporting .   

 

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2010 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

 

(2)
 

 

 

 

 ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 

  (1) Financial Statements.  See Index to Consolidated Financial Statements, which appears on page F-1 hereof.  The financial statements listed in the accompanying Index to Consolidated Financial Statements are filed herewith in response to this Item.

 

  (2) Financial Statements Schedules.  All schedules are omitted because they are not applicable or because the required information is contained in the Consolidated Financial Statements or notes included herein.

 

  (3) Exhibits.

 

Exhibit       Incorporated  by Reference  

Filed or

Furnished

No.   Exhibit  Description   Form   Date   Number   Herewith
                     
31.1   Certification of Principal Financial Officer (Section 302)               Filed
31.2   Certification of Principal Financial Officer (Section 302)               Filed
32.1   Certification of Principal Executive Officer and Principal Financial Officer (Section 906)               Furnished

  

 

Copies of this filing (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our shareholders who make a written request to Information Systems Associates, Inc., 1151 SW 30th Street, Suite E, Palm City, Florida 34990, Attention: Corporate Secretary.

 

 

(3)
 

  

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: May 19, 2011

 

  Information Systems Associates, Inc. Inc.  
       
  By: /s/  Joseph P. Coschera  
    Joseph P. Coschera  
   

Chief Executive Officer

(Principal Executive Officer)

 
       

 

 

 

 

EX-31.1 2 ex31_1.htm

 

EXHIBIT 31.1

Certification of Principal Executive Officer

 

 

I, Joseph P. Coschera, certify that:

 

  1. I have reviewed this annual report on Form 10-K of Information Systems Associates, Inc.

 

  1. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  1. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

  1. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a–15(f) and 15d–15(f)) for the registrant and have:

 

    1. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

    1. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

    1. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

    1. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

  1. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

 

    1. All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

    1. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: May 19, 2011

 

/s/ Joseph P. Coschera

Joseph P. Coschera

Chief Executive Officer

 

 

 

 

EX-31.2 3 ex31_2.htm

 

EXHIBIT 31.2

Certification of Principal Financial Officer

 

I, Michael R. Hull, certify that:

 

  1. I have reviewed this annual report on Form 10-K of Information Systems Associates, Inc.

 

  1. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  1. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

  1. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a–15(f) and 15d–15(f)) for the registrant and have:

 

    1. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

    1. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

    1. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

    1. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

  1. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

 

    1. All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

    1. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: May 19, 2011

 

/s/ Michael R. Hull

Michael R. Hull

Chief Financial Officer

 

EX-32.1 4 ex32_1.htm

 

EXHIBIT 32.1

 

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the Annual Report on Form 10-K of Information Systems Associates, Inc. (the "Company") for the year ended December 31, 2010, as filed with the Securities and Exchange Commission (the "Report"), I, Joseph P. Coschera, Chief Executive Officer of the Company, certify that:

 

* The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

 

* The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

 

/s/ Joseph P. Coschera

 

Joseph P. Coschera

Chief Executive Officer

Date: May 19, 2011

 

 

 

 

In connection with the Annual Report on Form 10-K of Information Systems Associates, Inc. (the "Company") for the year ended December 31, 2010, as filed with the Securities and Exchange Commission (the "Report"), I, Michael R. Hull, Chief Financial Officer of the Company, certify that:

 

* The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

 

* The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

 

/s/ Michael R. Hull

 

Michael R. Hull

Chief Financial Officer

 

Date: May 19, 2011

 

3