x
|
ANNUAL
REPORT UNDER SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
o
|
TRANSITION
REPORT UNDER SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Florida
|
65-049317
|
|
(State
or Other Jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
|
Title
of each
class
|
Name
of each exchange
on
which
registered
|
|
None
|
Not
Applicable
|
|
|
|||
PART
I
|
|
|||
Item 1
|
|
Description
of
Business
|
|
3
|
Item 2
|
|
Description
of
Property
|
|
12
|
Item 3
|
|
Legal
Proceedings
|
|
12
|
Item 4
|
|
Submissions
of Matters to a Vote
of Security Holders
|
|
12
|
PART II
|
|
|||
Item 5
|
|
Market
for Common Equity, Related
Stockholder Matters
And Small Business Issuer Purchases of Equity
Securities
|
|
13
|
Item 6
|
|
Management’s
Discussion and Analysis or
Plan of
Operation
|
|
14
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Item 7
|
|
Financial
Statements
|
|
18
|
Item 8
|
|
Changes
in and Disagreements with
Accountants on Accounting and Financial Disclosure
|
|
25
|
Item 8A
|
|
Controls
and
Procedures
|
|
25
|
Item 8B
|
|
Other
Information
|
|
25
|
PART III
|
|
|||
Item 9
|
|
Directors,
Executive Officers,
Promoters and Control Persons; Compliance With Section 16(a) of the
Exchange Act
|
|
26
|
Item 10
|
|
Executive
Compensation
|
|
28
|
Item 11
|
|
Security
Ownership of Certain
Beneficial Owners and Management
|
|
29
|
Item 12
|
|
Certain
Relationships and Related
Transactions
|
|
29
|
Item 13
|
|
Exhibits,
Lists and Reports on
Form 8-K
|
|
30
|
Item 14
|
|
Principal
Accountant Fees and
Services
|
|
31
|
–
|
Improve
impact analysis, minimize errors and reduce staff requirements associated
with changes
|
–
|
Enable
proactive infrastructure capacity
planning
|
–
|
Facilitate
the planning and execution of consolidation or relocation
projects
|
–
|
Provide
alerts for key performance indicators and threshold
conditions
|
–
|
Enforce
adherence to redundancy requirements and design guidelines to ensure
availability and business
continuity
|
–
|
Reduce
mean-time-to-repair for outages
|
–
|
Ensure
compliance with standard or regulated
processes
|
–
|
Speed
time-to-market for new application
deployments
|
–
|
All
devices, including Mainframe, Open System and Network
devices.
|
–
|
Internal
device features, control units, logical
partitioning.
|
–
|
All
device ports, CHPIDs, interface.
|
–
|
Warranty,
install/de-install dates, contract and leasing
information.
|
–
|
All
fiber cables including ESCON, FICON, Fiber Channel, FDDI,
etc.
|
–
|
All
copper cables including Bus & Tag, SCSI, CAT5, Coax,
etc.
|
–
|
All
physical connectivity between devices and internal connectivity through
switching equipment.
|
–
|
All
power equipment and connectivity.
|
–
|
Device
racks.
|
–
|
Copper
and fiber patch panels and
cabinets.
|
–
|
SAN
Fabric definition including aliases, zone sets and zone
members.
|
–
|
All
asset and connectivity data defined once with multiple physical/logical
displays of the data from different physical/logical
viewpoints.
|
–
|
Able
to link an asset to external documents such as Word documents, CAD
drawings, spreadsheets, etc.
|
–
|
Track
equipment, furniture and telecom assets in use and in
inventory.
|
–
|
Assign
assets to locations, employees and cost
centers.
|
–
|
Report
on condition, depreciation, warranties and maintenance
histories.
|
–
|
Inventory
analysis, including leased vs. owned
assets.
|
–
|
Track
assets as individual components or create an asset made up of many
individual components by recording a bill-of-materials (i.e.
workstation).
|
–
|
Establish
product standards.
|
–
|
Create
purchase orders and track cost, approval and
supplier.
|
–
|
Receive
goods and specify installed
location.
|
–
|
Track
warranties, insurance policies and asset leases, including duration
and
payments.
|
–
|
Create
multiple stock locations including non-fixed locations such as maintenance
trucks.
|
–
|
Track
parts in stock, establish recommended stock levels and reorder parts
for
stock. Work orders reserve and use parts in
stock.
|
–
|
Track
the lifecycle of assets from purchase, to relocation to
disposition.
|
–
|
Report
on assets by location, department and
employee.
|
–
|
Review
expiring insurance policies, warranties and
leases.
|
–
|
Review
an assets maintenance history including on-demand and preventative
maintenance work.
|
–
|
Manage
parts inventories including allocated parts and
reordering.
|
–
|
Compare
actual furniture to typical furniture by room
type.
|
–
|
Keep
asset locations up to date in AutoCAD drawings or by issuing move
orders.
|
§
|
Graphical
Design & Modeling of Datacenters
|
§
|
Auto-Build
Visual Documentation From Imported Bill of Materials
|
§
|
Advanced
Operations & Reporting
|
§
|
Modeling
and Impact Analysis of Datacenter Designs
|
§
|
Space,
Power, Cooling, and Cable Management
|
§
|
Generate
Detailed Datacenter and Rack Visualizations
|
§
|
Ensure
Racks and the Datacenter are Within Design Limits
|
§
|
Instantly
Find Available Datacenter Resources
|
§
|
Improve
Utilization of Power and Space
|
§
|
Import,
& Document the Datacenter in
Minutes
|
Customer
|
Solution(s)
|
Revenue
% of Overall
|
||
Northrop
Grumman Electronic Systems
|
Aperture;
VisionFM
|
3.1%
|
||
Comcast
Communication
|
RACKWISE™
DCM
VISTA500
|
57.3%
|
||
National
Council on Compensation Insurance
|
Aperture
Network and Facilities Management
|
0.0%
(inactive)
|
||
Hillsborough
County Courts
|
OBTAIN
24/7
|
0.0%
(inactive)
|
||
Blue
Cross Blue Shield of Florida
|
Aperture
VISTA
|
0.0%
(inactive)
|
||
Time
Warner Corporation
|
Aperture
VISTA
|
0.0%
(inactive)
|
1.
|
Updated
and customized data entry forms included in the standard VisionFM
product
|
2.
|
Added
new forms and workflow processes
|
3.
|
Created
a training video whose target audience is the end user submitting
Work
Orders and Move Requests
|
4.
|
Other
minor modifications to the VisionFM
solution.
|
•
|
Enterprise
asset management - related solutions - ShowRack, NLyte,
Visio)
|
|
•
|
Facilities
Management - related solutions -
Archibus)
|
|
RISK
FACTORS
|
o
|
Decrease
the level of public interest in our common stock;
|
o
|
Inhibit
buying activity that might otherwise help support the market price
of our
common stock; and
|
o
|
Prevent
possible upward price movements in our common
stock.
|
o
|
deliver
a standardized risk disclosure document prepared by the
SEC;
|
o
|
provide
the customer with current bid and offer quotation for the penny
stock;
|
o
|
explain
the compensation of the broker-dealer and its salesperson in the
transaction;
|
o
|
provide
monthly account statements showing the market value of each penny
stock
held in the customer’s account;
|
o
|
make
a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser’s approval;
and
|
o
|
provide
a written agreement for the
transaction.
|
•
|
general
economic conditions as well as economic conditions specific to our
industry;
|
•
|
long
sales cycles, which characterize our industry;
|
•
|
implementation
delays, which can affect payment and recognition of
revenue;
|
•
|
any
decision by us to reduce prices for our solutions in response to
price
reductions by competitors;
|
•
|
the
amount and timing of operating costs and capital expenditures relating
to
monitoring or expanding our business, operations and infrastructure;
and
|
•
|
the
timing of, and our ability to integrate, any future acquisition,
technologies or products or any strategic investments or relationships
into which we may enter.
|
•
|
develop
new proprietary technology that addresses the increasingly sophisticated
and varied needs of our existing and prospective
customers;
|
|
•
|
anticipate
and respond to technological advances and emerging industry standards
and
practices on a timely and cost-effective basis;
|
|
•
|
continually
improve the performance, features and reliability of our products
in
response to evolving market demands; and
|
|
•
|
license
leading technologies.
|
•
|
adverse
customer reactions;
|
|
•
|
negative
publicity regarding our business and our products;
|
|
•
|
harm
to our reputation;
|
|
•
|
loss
of or delay in market acceptance;
|
|
•
|
loss
of revenue or required product changes;
|
|
•
|
diversion
of development resources and increased development
expenses;
|
|
•
|
increased
service and warranty costs;
|
|
•
|
legal
action by our customers; and
|
|
•
|
increased
insurance costs.
|
•
|
damage
from human error, tampering and vandalism;
|
|
•
|
breaches
of security;
|
|
•
|
fire
and power losses;
|
|
•
|
telecommunications
failures and capacity limitations; and
|
|
•
|
software
or hardware defects.
|
·
|
Submitted
a Copyright application “On Site Physical Inventory”
|
·
|
Submitted
a Trademark application for “On Site Physical
Inventory”
|
·
|
Retained
a Patent Attorney, Louis J. Brunoforte, who has conducted a search
in both
the United States and Trademark Office data bases. His opinion is
that our
invention defines patentable subject matter. As such, we have retained
Mr.
Brunoforte and have begun (submitted to his offices) all required
documents describing our processes and
software.
|
Statements
of Operations
|
For
the year ended December 31, 2007
|
For
the year ended December 31, 2006
|
||||||
Revenues
|
$
|
459,910
|
$
|
309,571
|
||||
Cost
of Sales
|
$
|
(5,586
|
)
|
$
|
(4,542
|
)
|
||
Gross
profit
|
$
|
454,324
|
$
|
305,029
|
||||
Operating
expenses
|
$
|
486,833
|
$
|
357,181
|
||||
Income
(loss) from operations
|
$
|
(32,509
|
)
|
$
|
(52,152
|
|||
Other
expense, net
|
$
|
22,210
|
$
|
144,321
|
||||
Net
income (loss)
|
$
|
(45,644
|
)
|
$
|
(158,088
|
|||
Net
income per common share
|
**
|
**
|
Balance
Sheets
|
As
of December 31, 2007
|
|||
Available
cash
|
$
|
13,326
|
||
Total
current assets
|
$
|
167,090
|
||
Other
assets
|
$
|
139,360
|
||
Total
Assets
|
$
|
306,450
|
||
Current
liabilities
|
$
|
100,672
|
||
Stockholders’
equity (deficit)
|
$
|
205,778
|
||
Total
liabilities and stockholders’ equity
|
$
|
306,450
|
|
/s/Lake
& Associates CPA’s LLC
|
INFORMATION SYSTEMS ASSOCIATES, INC. | ||||
BALANCE SHEET | ||||
DECEMBER 31, 2007 | ||||
ASSETS
|
||||
CURRENT
ASSETS
|
||||
Cash
and cash
equivalent
|
$ | 13,326 | ||
Accounts
receivable
|
114,175 | |||
Prepaid
consulting
|
1,798 | |||
Income
tax claims
receivable
|
637 | |||
Deferred
income tax
credit
|
37,154 | |||
Total
current
assets
|
167,090 | |||
PROPERTY
AND EQUIPMENT
(net)
|
139,360 | |||
$ | 306,450 | |||
LIABILITIES
AND STOCKHOLDERS'
EQUITY
|
|
|||
CURRENT
LIABILITIES
|
||||
Note
payable - line of
credit
|
$ | 9,030 | ||
Accounts
payable
|
88,066 | |||
Accrued
payroll
taxes
|
2,476 | |||
Other
liabilities
|
1,100 | |||
Total
current
liabilities
|
100,672 | |||
STOCKHOLDERS'
EQUITY
|
||||
Common
stock - $.001 par value,
50,000,000 shares
|
||||
authorized,
11,409,834 shares
issued and outstanding
|
11,410 | |||
Additional
paid in
capital
|
367,569 | |||
Retained
earnings
(deficit)
|
(173,201 | ) | ||
Total
stockholders'
equity
|
205,778 | |||
$ | 306,450 | |||
SEE ACCOMPANYING NOTES AND ACCOUNTANT'S REPORT. |
INFORMATION
SYSTEMS ASSOCIATES,
INC.
STATEMENTS
OF
OPERATIONS
FOR
THE YEARS ENDED DECEMBER 31,
2007 AND 2006
|
|||||||||
2007
|
2006
|
||||||||
EARNED
REVENUES
|
$ |
459,910
|
$309,571
|
||||||
COST
OF GOODS
SOLD
|
5,586
|
4,542
|
|||||||
GROSS
PROFIT FROM
OPERATIONS
|
454,324
|
305,029
|
|||||||
OPERATING
EXPENSES
|
|||||||||
Administrative
and
general
|
159,728
|
53,655
|
|||||||
Payroll
and payroll
tax
|
94,374
|
119,765
|
|||||||
Professional
|
232,731
|
183,761
|
|||||||
Total
operating
expenses
|
486,833
|
357,181
|
|||||||
OPERATING
INCOME
(LOSS)
|
(32,509)
|
(52,152)
|
|||||||
OTHER
INCOME
(EXPENSE)
|
|||||||||
Consulting
-
financing
|
(22,210)
|
(144,321)
|
|||||||
INCOME
(LOSS) FROM CONTINUING
OPERATIONS
|
|||||||||
BEFORE
INCOME TAX
(CREDIT)
|
(54,719)
|
(196,473)
|
|||||||
PROVISION
FOR INCOME
TAX (CREDIT)
|
(9,075)
|
(38,385)
|
|||||||
NET
INCOME
(LOSS) FROM CONTINUING OPERATIONS
|
(45,644)
|
(158,088)
|
|||||||
DISCONTINUED
OPERATIONS
|
|||||||||
INCOME
(LOSS) FROM OPERATIONS OF
DISCONTINUED BUSINESS
|
|||||||||
BEFORE
INCOME TAX
(CREDIT)
|
(9,631)
|
(679)
|
|||||||
PROVISION
FOR INCOME TAX
(CREDIT)
|
(1,642)
|
(132)
|
|||||||
NET
INCOME (LOSS) FROM
DISCONTINUED OPERATIONS
|
(7,989)
|
(547)
|
|||||||
NET
INCOME
(LOSS)
|
$ |
(53,633)
|
($158,635)
|
||||||
BASICALLY
AND FULLY
DILUTED INCOME (LOSS) PER SHARE
|
|||||||||
CONTINUING
OPERATIONS
|
$ |
(0)
|
($0)
|
||||||
DISCONTINUED
OPERATIONS
|
(0)
|
(0)
|
|||||||
TOTAL
OPERATIONS
|
$ |
(0)
|
($0)
|
||||||
WEIGHTED
AVERAGE SHARES
OUTSTANDING
|
11,409,834
|
11,075,369
|
|||||||
SEE
ACCOMPANYING NOTES AND
ACCOUNTANT'S REPORT.
|
INFORMATION
SYSTEMS ASSOCIATES,
INC.
STATEMENTS
OF CASH
FLOWS
FOR
THE YEARS ENDED DECEMBER 31,
2007 AND 2006
|
|||||||||
2007
|
2006
|
||||||||
CASH
FLOWS FROM OPERATING
ACTIVITIES
|
|||||||||
Net
income
(loss)
|
$ |
(53,633)
|
($158,635)
|
||||||
Adjustments
to reconcile net
income (loss) to cash
|
|||||||||
provided
(used) by operating
activities
|
|||||||||
Miscellaneous
adjustment
|
73
|
||||||||
Depreciation
and
amortization
|
13,513
|
1,686
|
|||||||
Cumulative
change in deferred
income tax
|
(10,717)
|
(38,518)
|
|||||||
Common
stock issued for
services
|
0
|
44,321
|
|||||||
Compensation
paid by reduction of
loan receivable
|
0
|
10,690
|
|||||||
(Increase)
decrease in accounts
receivable
|
(83,976)
|
29,039
|
|||||||
(Increase)
decrease in prepaid
consulting
|
22,210
|
0
|
|||||||
(Increase)
decrease in income tax
claims receivable
|
168
|
0
|
|||||||
Increase
(decrease) in accounts
payable
|
41,526
|
11,875
|
|||||||
Increase
(decrease) in accrued
payroll
|
(6,042)
|
6,520
|
|||||||
Increase
(decrease) in accrued
payroll taxes
|
1,569
|
0
|
|||||||
Increase
(decrease) in other
liabilities
|
1,100
|
0
|
|||||||
Net
cash provided (used) by
operating activities
|
(74,282)
|
(92,949)
|
|||||||
CASH
FLOWS FROM INVESTING
ACTIVITIES
|
|||||||||
Computer
software development
costs
|
(92,694)
|
(38,313)
|
|||||||
Software
license agreement -
payments received
|
13,542
|
0
|
|||||||
Software
license agreement -
marketing costs
|
(14,574)
|
0
|
|||||||
Purchase
of property and
equipment
|
(7,949)
|
(2,883)
|
|||||||
Net
cash provided (used) by
investing activities
|
(101,675)
|
(41,196)
|
|||||||
CASH
FLOWS FROM FINANCING
ACTIVITIES
|
|||||||||
Proceeds
from note payable - line
of credit
|
11,868
|
0
|
|||||||
Payments
made on note payable -
line of credit
|
(2,838)
|
0
|
|||||||
Proceeds
from issuance of
stock
|
1,478
|
203,971
|
|||||||
Net
cash provided (used) by
financing activities
|
10,508
|
203,971
|
|||||||
NET
INCREASE (DECREASE) IN
CASH
|
(165,449)
|
69,826
|
|||||||
CASH,
BEGINNING OF
YEAR
|
178,775
|
9,949
|
|||||||
CASH,
END OF
YEAR
|
$ |
13,326
|
$79,775
|
||||||
SEE
ACCOMPANYING NOTES AND
ACCOUNTANT'S REPORT.
|
INFORMATION
SYSTEMS ASSOCIATES,
INC.
STATEMENTS
OF STOCKHOLDERS' EQUITY
FOR
THE YEARS ENDED DECEMBER 31,
2007 AND 2006
|
||||||||||||||||||||||||
Additional
|
Retained
|
|||||||||||||||||||||||
Common
Stock
|
Preferred
Stock
|
Paid-in
|
Earnings
|
|||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
(Deficit)
|
|||||||||||||||||||
YEAR
ENDED DECEMBER 31,
2007
|
||||||||||||||||||||||||
Balance,
January 1,
2007
|
11,403,834 | $ | 11,404 | 0 | $ | 0 | $ | 366,097 | $ | (119,568 | ) | |||||||||||||
Proceeds
from issuance of
shares
|
6,000 | $ | 6 | $ | 1,472 | |||||||||||||||||||
Net
income (loss
)
|
(53,633 | ) | ||||||||||||||||||||||
Balance,
December 31,
2007
|
11,409,834 | $ | 11,410 | 0 | $ | 0 | $ | 367,569 | $ | (173,201 | ) | |||||||||||||
Additional
|
Retained
|
|||||||||||||||||||||||
Common
Stock
|
Preferred
Stock
|
Paid-in
|
Earnings
|
|||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
(Deficit)
|
|||||||||||||||||||
YEAR
ENDED DECEMBER 31,
2006
|
||||||||||||||||||||||||
Balance,
January 1,
2006
|
100 | $ | 100 | 0 | $ | 0 | $ | 6,035 | $ | 39,068 | ||||||||||||||
Issuance
of new common shares in
exchange
|
||||||||||||||||||||||||
for
old common shares and
$65.06
|
6,199,900 | 6,100 | (6,035 | ) | ||||||||||||||||||||
Issuance
of stock for
services
|
1,400,000 | 1,400 | 66,929 | |||||||||||||||||||||
Proceeds
from issuance of
shares
|
3,803,834 | 3,804 | 299,168 | |||||||||||||||||||||
Net
income (loss
)
|
(158,635 | ) | ||||||||||||||||||||||
Balance,
December 31,
2006
|
11,403,834 | $ | 11,404 | 0 | $ | 0 | $ | 366,097 | $ | (119,567 | ) | |||||||||||||
SEE
ACCOMPANYING NOTES AND
ACCOUNTANT'S REPORT.
|
INFORMATION
SYSTEMS ASSOCIATES,
INC.
NOTES
TO THE FINANCIAL STATEMENTS
DECEMBER
31, 2007 and 2006
|
|||||||||||
Note
1 - Statement of Significant
Accounting Policies
|
|||||||||||
(a) Business Activity | |||||||||||
Information
Systems Associates,
Inc. (Company) was incorporated under the laws of
the
|
|||||||||||
state
of Florida on May 31, 1994.
The Company provides services and software system
design
|
|||||||||||
for the planning and implementation of Computer Aided Facilities Management (CAFM) based | |||||||||||
asset management tools. The Company also provided services through its insurance sales | |||||||||||
business (discontinued as of March 31, 2007). | |||||||||||
(b) Cash and Cash Equivalent | |||||||||||
For the purposes of the Statement of Cash Flows, the Company considers liquid investments | |||||||||||
with an original maturity of three months or less to be a cash equivalent. | |||||||||||
(c) Management,s Use of Estimates | |||||||||||
The preparation of financial statements in conformity with accounting principles generally | |||||||||||
accepted in the United States of America requires management to make estimates and | |||||||||||
assumptions that affect the reported amounts of assets and liabilities and disclosures of | |||||||||||
contingent assets and liabilities at the date of the financial statements and the reported amounts | |||||||||||
of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||
(d) Revenue Recognition | |||||||||||
The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin No. 104, | |||||||||||
"Revenue Recognition" and Emerging Issues Task Force, or EITF, Issue No. 00-21, | |||||||||||
"Revenue Arrangements with Multiple Deliverables". | |||||||||||
Consulting services and training revenues are accounted for separately from subscription | |||||||||||
and support revenues when these services have value to the customer on a standalone | |||||||||||
basis and there is objective and reliable evidence of fair value of each deliverable. When | |||||||||||
accounted for separately, revenues are recognized as the services are rendered for time | |||||||||||
and material contracts, and when the milestones are achieved and accepted by the | |||||||||||
customer for fixed price contracts. The majority of our consulting service contracts are on | |||||||||||
a time and material basis. Training revenues are recognized after the services are | |||||||||||
performed. For revenue arrangements with multiple deliverables, we allocate the total | |||||||||||
customer arrangement to the separate units of accounting based on their relative fair | |||||||||||
values, as determined by the price of the undelivered items when sold separately. | |||||||||||
In determining whether the consulting services can be accounted for separately from | |||||||||||
subscription and support revenues, we consider the following factors for each consulting | |||||||||||
agreement: availability of the consulting services from other vendors, whether objective | |||||||||||
and reliable evidence for fair value exists for the undelivered elements, the nature of the | |||||||||||
consulting services, the timing of when the consulting contract was signed in comparison | |||||||||||
Note
1 - Statement of Significant
Accounting Policies (continued)
|
|||||||||||
(d) Revenue Recognition (continued) | |||||||||||
to the subscription service start date, and the contractual dependence of the subscription | |||||||||||
service on the customer's satisfaction with the consulting work. If a consulting | |||||||||||
arrangement does not qualify for separate accounting, we recognize the consulting | |||||||||||
revenue ratably over the remaining term of the subscription contract. Additionally, in these | |||||||||||
situations we defer the direct costs of the consulting arrangement and amortize those | |||||||||||
costs over the same time period as the consulting revenue is recognized. We did not have | |||||||||||
any revenue arrangements with multiple deliverables for the period ending December 31, 2007. | |||||||||||
(e) Comprehensive Income (Loss) | |||||||||||
The Company adopted Financial Accounting Board Statement of Financial Accounting | |||||||||||
Standards (SFAS) No. 130, "Reporting Comprehensive Income8, which establishes standards for | |||||||||||
the reporting and display of comprehensive income and its components in the financial | |||||||||||
statements. There were no items of comprehensive income (loss) applicable to the Company | |||||||||||
during periods covered in the financial statements. | |||||||||||
(f) Income Taxes | |||||||||||
Income taxes are provided in accordance with Statement of Financial Accounting Standards | |||||||||||
(SFAS) No. 109, "Accounting for Income Taxes". A deferred tax asset or liability is recorded for | |||||||||||
all temporary differences between financial and tax and net operating loss carry forwards. | |||||||||||
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, | |||||||||||
it is more likely than not that some portion or the entire deferred tax asset will not be realized. | |||||||||||
Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on | |||||||||||
the date of enactment. | |||||||||||
(g) Fair Value of Financial Instruments | |||||||||||
The carrying amounts reported in the balance sheet for cash, accounts receivable and payables | |||||||||||
and loans payable approximate fair value based on the short-term maturity of these instruments. | |||||||||||
The carrying value of the Company,s long-term debt approximated its fair value based on the | |||||||||||
current market conditions for similar debt instruments. | |||||||||||
(h) Accounts Receivable | |||||||||||
Accounts receivable are stated at estimated net realizable value. Accounts receivable are | |||||||||||
comprised of balances due from customers net of estimated allowances for uncollectible | |||||||||||
accounts. In determining the collections on the account, historical trends are evaluated and | |||||||||||
specific customer issues are reviewed to arrive at appropriate allowances. | |||||||||||
Note
1 - Statement of Significant
Accounting Policies (continued)
|
|||||||||||
(i) Property and Equipment | |||||||||||
Property and equipment is stated at cost. Depreciation is provided by the straight-line method | |||||||||||
over the estimated economic life of the property and equipment (three to ten years). When | |||||||||||
assets are sold or retired, their costs and accumulated deprecation are eliminated from the | |||||||||||
accounts and any gain or loss resulting from their disposal is included in the statement of operations. | |||||||||||
The Company recognizes an impairment loss on property and equipment when evidence, such | |||||||||||
as the sum of expected future cash flows (undiscounted and without interest charges), indicates | |||||||||||
that future operations will not produce sufficient revenue to cover the related future costs, | |||||||||||
including depreciation, and when the carrying amount of the asset cannot be realized through | |||||||||||
sale. Measurement of the impairment loss is based on the fair value of the assets. | |||||||||||
(j)
Impairment of Long-Lived
Assets
|
|||||||||||
The Company evaluated the recoverability of its property, equipment, and other assets in | |||||||||||
accordance with Statements of Financial Accounting Standards (SFAS) No. 144, &Accounting | |||||||||||
for the Impairment or Disposal of Long-Lived Assets8, which requires recognition of | |||||||||||
impairment of long-lived assets in the event the net book value of such assets exceeds the | |||||||||||
estimated future undiscounted cash flows attributable to such assets or the business to which | |||||||||||
such intangible assets relate. | |||||||||||
(k) Software Development Costs | |||||||||||
The Company accounts for costs incurred to develop computer software for internal use in | |||||||||||
accordance with Statement of Position (SOP) 98-1, "Accounting for the Costs of Computer | |||||||||||
Software Developed or Obtained for Internal Use". As required by SOP 98-1, the Company | |||||||||||
capitalizes the costs incurred during the application development stage, which include costs to | |||||||||||
design the software configuration and interfaces, coding, installation, and testing. Costs incurred | |||||||||||
during the preliminary project along with post-implementation stages of internal use computer | |||||||||||
software are expensed as incurred. Capitalized development costs are amortized over a | |||||||||||
period of three years. Costs incurred to maintain existing product offerings are expensed as | |||||||||||
incurred. The capitalization and ongoing assessment of recoverability of development costs | |||||||||||
requires considerable judgment by management with respect to certain external factors, | |||||||||||
including, but not limited to, technological and economic feasibility, and estimated economic life. | |||||||||||
After the development of the internal-use "On Site Physical Inventory " software (OSPI) was | |||||||||||
complete, the Company decided to market the software. Proceeds from the licenses of the | |||||||||||
computer software, net of direct incremental costs of marketing, such as commissions, | |||||||||||
software reproduction costs, warranty and service obligations, and installation costs, are | |||||||||||
applied against the carrying cost of that software. No profit will be recognized until aggregate | |||||||||||
net proceeds from licenses and amortization have reduced the carrying amount of the | |||||||||||
software to zero. Subsequent proceeds will be recognized in revenue as earned. | |||||||||||
Note
1 - Statement of Significant
Accounting Policies (continued)
|
|||||||||||
(l) Share-Based Payments | |||||||||||
In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS | |||||||||||
No. 123 (R), &Share-Based Payments8, which establishes standards for transactions in which | |||||||||||
an entity exchanges its equity instruments for goods and services. This standard replaces SFAS | |||||||||||
No. 123 and supersedes Accounting Principles Board (APB) Opinion No. 25, "Accounting | |||||||||||
for Stock-Based Compensation8. This standard requires a public entity to measure the cost | |||||||||||
of employee services using an option-pricing model, such as the Black-Scholes Model, received | |||||||||||
in exchange for an award of equity instruments based on the grant-date fair value of the award. | |||||||||||
This eliminates the exception to account for such awards using the intrinsic method previously | |||||||||||
allowable under APB No. 25. Shares of common stock issued for services rendered by a third | |||||||||||
party are recorded at the fair market value of the shares issued or services rendered, whichever | |||||||||||
is more readily determinable. The shares are valued using the most recent private sale of stock | |||||||||||
since the Company is not traded on a public market. The Company adopted this standard during | |||||||||||
year ended December 31, 2006 using the modified prospective method. | |||||||||||
(m) Dividends | |||||||||||
The Company has not yet adopted any policy regarding payment of dividends. No | |||||||||||
dividends have been paid or declared since inception. | |||||||||||
(n) Advertising Expenses | |||||||||||
Advertising costs are expensed as incurred. For the years ended December, 2007 | |||||||||||
and 2006 advertising expenses totaled $33 and $40, respectively. | |||||||||||
(o) Earnings (Loss) Per Share | |||||||||||
The Company reports earnings (loss) per share in accordance with Statement of | |||||||||||
Financial Accounting Standard (SFAS) No.128. This statement requires dual | |||||||||||
presentation of basic and diluted earnings (loss) with a reconciliation of the numerator | |||||||||||
and denominator of the loss per share computations. Basic earnings per share | |||||||||||
amounts are based on the weighted average shares of common outstanding. If | |||||||||||
applicable, diluted earnings per share assume the conversion, exercise or issuance of | |||||||||||
all common stock instruments such as options, warrants and convertible securities, | |||||||||||
unless the effect is to reduce a loss or increase earnings per share. Accordingly, this | |||||||||||
presentation has been adopted for the periods presented. There were no adjustments | |||||||||||
required to net income for the period presented in the computation of diluted earnings | |||||||||||
per share. There were no common stock equivalents (CSE) necessary for the | |||||||||||
computation of diluted loss per share. | |||||||||||
[9]
|
|||||||||||
Note
1 - Statement of Significant
Accounting Policies (continued)
|
|||||||||||
(p)
Recent Accounting
Pronouncements
|
|||||||||||
In February 2007, the FASB issued Statement of Financial Accounting Standard No. | |||||||||||
159, "The Fair Value Option for Financial Assets and Financial Liabilities" ("SFAS No. 159"). | |||||||||||
This statement permits entities to choose to measure many financial | |||||||||||
instruments and certain other items at fair value. Companies should report unrealized | |||||||||||
gains and losses on items for which the fair value option has been elected in earnings | |||||||||||
at each subsequent reporting date. This statement is effective as of the beginning of | |||||||||||
an entity's first fiscal year that begins after November 15, 2007. The Company is | |||||||||||
currently assessing the potential impact, if any, for the adoption of SFAS No.159 on its | |||||||||||
financial statements. | |||||||||||
In December 2007, the FASB issued two new statements: (a) SFAS No. 141 (revised | |||||||||||
2007), Business Combinations, and (b) No. 160, Noncontrolling Interests in | |||||||||||
Consolidated Financial Statements. These statements are effective for fiscal years | |||||||||||
beginning after December 15, 2008, and the application of these standards will | |||||||||||
improve, simplify and converge internationally the accounting for | |||||||||||
business combinations and the reporting of noncontrolling interests in consolidated | |||||||||||
financial statements. The Company is in the process of evaluating the impact, if any, | |||||||||||
of SFAS 141 (R) and SFAS 160 and does not anticipate that the adoption of these | |||||||||||
standards will have any impact on its financial statements. | |||||||||||
(a) SFAS No. 141 (R) requires an acquiring entity in a business combination to: (i) | |||||||||||
recognize all (and only) the assets acquired and the liabilities assumed in the | |||||||||||
transaction, (ii) establish an acquisition-date fair value as the measurement objective | |||||||||||
for all assets acquired and the liabilities assumed, (iii) disclose to investors and | |||||||||||
other users all of the information they will need to evaluate and understand the nature | |||||||||||
of, and the financial effect of, the business combination, and (iv) recognize and | |||||||||||
measure the goodwill acquired in the business combination or a gain from a bargain | |||||||||||
purchase. | |||||||||||
(b) SFAS No. 160 will improve the relevance, comparability and transparency of | |||||||||||
financial information provided to investors by requiring all entities to: (i) report | |||||||||||
noncontrolling (minority) interests in subsidiaries in the same manner as equity but | |||||||||||
separate from the parent's equity in consolidated financial statements, (ii) net | |||||||||||
income attributable to the parent and to the non-controlling interest must be clearly | |||||||||||
identified and presented on the face of the consolidated statement of income, and (iii) | |||||||||||
any changes in the parent's ownership interest while the parent retains the controlling | |||||||||||
financial interest in its subsidiary be accounted for consistently. | |||||||||||
Note
1 - Statement of Significant
Accounting Policies (continued)
|
|||||||||||
(p) Recent Accounting Pronouncements (continued) | |||||||||||
In February 2006, FASB issued SFAS No. 155, &Accounting for Certain Hybrid Financial | |||||||||||
Instruments8. SFAS No. 155 amends SFAS No. 133, "Accounting for Derivative Instruments | |||||||||||
and Hedging Activities", and SFAF No. 140, &Accounting for Transfers and Servicing of Financial | |||||||||||
Assets and Extinguishments of Liabilities8. SFAS No. 155 permits fair value re-measurement | |||||||||||
for any hybrid financial instrument that contains an embedded derivative that otherwise would | |||||||||||
require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to | |||||||||||
the requirements of SFAS No. 133, establishes a requirement to evaluate interest in securitized | |||||||||||
financial assets to identify interests that are freestanding derivatives or that are hybrid financial | |||||||||||
instruments that contain an embedded derivative requiring bifurcation, clarifies that | |||||||||||
concentrations of credit risk in the form of subordination are not embedded derivatives, and | |||||||||||
amends SFAS No. 140 to eliminate the prohibition on the qualifying special-purpose entity from | |||||||||||
holding a derivative financial instrument that pertains to a beneficial interest other than another | |||||||||||
derivative financial instrument. This statement is effective for all financial instruments acquired or | |||||||||||
issued after the beginning of the Company's first fiscal year that begins after September 15, | |||||||||||
2006. The adoption of SFAS No. 155 is not expected to have a material impact on the | |||||||||||
Company,s results of operations or financial position. | |||||||||||
In June 2006, the FASB issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes | |||||||||||
an Interpretation of FASB Statement No. 109" (FIN 48) which prescribes a recognition | |||||||||||
threshold and measurement attribute, as well as criteria for subsequently recognizing, | |||||||||||
derecognizing and measuring uncertain tax positions for financial statement purposes. FIN 48 | |||||||||||
also requires expanded disclosure with respect to the uncertainty in income tax assets and | |||||||||||
liabilities. FIN 48 is effective for fiscal years beginning after December 15, 2006, which will be the | |||||||||||
Company's calendar year 2007, and is required to be recognized as a change in accounting | |||||||||||
principle through a cumulative-effect adjustment to retained earnings as of the beginning of the | |||||||||||
year of adoption. The adoption of FIN 48 is not expected to have a material impact on the | |||||||||||
Company,s results of operations or financial position. | |||||||||||
In June 2006, the Financial Accounting Standards Board (FASB) ratified the provisions of | |||||||||||
Emerging Issues Task Force (EITF) Issue No. 06-3, "How Taxes Collected from Customers | |||||||||||
and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That | |||||||||||
Is, Gross Versus Net Presentation)8. EITF Issue No. 06-3 requires that the presentation of | |||||||||||
taxes within revenue-producing transactions between a seller and a customer, including but not | |||||||||||
limited to sales, use, value added, and some excise taxes, should be on either a gross (included | |||||||||||
in revenue and cost) or a net (excluded from revenue) basis. In addition, for any such taxes that | |||||||||||
are reported on a gross basis, a company should disclose the amounts of those taxes in interim | |||||||||||
and annual financial statements for each period for which an income statement is presented if | |||||||||||
those amounts are significant. The disclosure of those taxes can be done on an aggregate | |||||||||||
basis. EITF Issue No. 06-3 is effective for fiscal years beginning after December 15, 2006, which | |||||||||||
will be the Company,s calendar year 2007. The adoption of EITF Issue No. 06-3 is not expected | |||||||||||
to have a material impact on the Company's results of operations or financial position. | |||||||||||
Note
1 - Statement of Significant
Accounting Policies (continued)
|
|||||||||||
(p) Recent Accounting Pronouncements (continued) | |||||||||||
In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin | |||||||||||
No.108 (SAB No. 108), "Considering the Effects of Prior Year Misstatements when | |||||||||||
Quantifying Current Year Misstatements8. SAB No. 108 requires analysis of misstatements | |||||||||||
using both an income statement (rollover) approach and a balance sheet (iron curtain) | |||||||||||
approach in assessing materiality and provides for a one-time cumulative effect transition | |||||||||||
adjustment. SAB No. 108 was adopted for the fiscal year ending December 31, 2006. The | |||||||||||
adoption of SAB No. 108 did not have a material impact on the Company,s results of | |||||||||||
operations or financial position. | |||||||||||
In March 2006, the FASB issued SFAS No. 156. This Statement amends FASB Statement No. | |||||||||||
140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of | |||||||||||
Liabilities", with respect to the accounting for separately recognized servicing assets and | |||||||||||
servicing liabilities. This Statement is effective as of the beginning of the first fiscal year that | |||||||||||
begins after September 15, 2006. An entity should apply the requirements for recognition and | |||||||||||
initial measurement of servicing assets and servicing liabilities prospectively to all transactions | |||||||||||
after the effective date of this Statement. | |||||||||||
In September 2006, the FASB issued SFAS No. 157 and No. 158. Statement No. 157 defines fair | |||||||||||
value, establishes a framework for measuring fair value in generally accepted accounting | |||||||||||
principles (GAAP), and expands disclosures about fair value measurements. This Statement | |||||||||||
applies under other accounting pronouncements that require or permit fair value measurements, | |||||||||||
the Board having previously concluded in those accounting pronouncements that fair value is | |||||||||||
the relevant measurement attribute. Accordingly, this Statement does not require any new fair | |||||||||||
value measurements. However, for some entities, the application of this Statement will change | |||||||||||
current practice. | |||||||||||
Statement No. 158 is an amendment of FASB Statements No. 87, 88, 106, and 132(R). It | |||||||||||
improves financial reporting by requiring an employer to recognize the over funded or under | |||||||||||
funded status of a defined benefit postretirement plan (other than a multiemployer plan) as an | |||||||||||
asset or liability in its statement of financial position and to recognize changes in that funded | |||||||||||
status in the year in which the changes occur through comprehensive income of a business | |||||||||||
entity or changes in unrestricted net assets of a not-for-profit organization. This Statement also | |||||||||||
improves financial reporting by requiring an employer to measure the funded status of a plan as | |||||||||||
of the date of its year-end statement of financial position with limited exceptions. The Company | |||||||||||
does not expect application of SFAS No. 156, 157 and 158 to have a material effect on its | |||||||||||
financial statements. | |||||||||||
Note
2- Cash and Cash
Equivalent
|
|||||||||||
2007 2006 | |||||||||||
Wachovia Bank (FDIC insured to $100,000.00) $13,326 $178,775 | |||||||||||
Note
3 - Property and
Equipment
|
|||||||||||
2007 2006 | |||||||||||
Computer software (developed for internal use) $137,789 $0 | |||||||||||
Computer software (purchased) 1,307 1,307 | |||||||||||
Furniture, fixtures, and equipment 24,698 16,750 | |||||||||||
163,794 18,057 | |||||||||||
Less accumulated depreciation and amortization 24,634 10,921 | |||||||||||
$139,360 $7,136 | |||||||||||
Depreciation and amortization expense $13,513 $1,686 | |||||||||||
Note
4 - Computer Software
Developed for Internal Use
|
|||||||||||
During the year ended December 31, 2007, the Company completed the development | |||||||||||
of the of the internal-use software, "On Site Physical Inventory" (OSPI). The OSPI software | |||||||||||
was developed to be used by the Company for collecting data for information technology | |||||||||||
assets installed in data centers. The Company began using the OSPI software in | |||||||||||
October 2007 while providing consultation services for managing the physical | |||||||||||
infrastructure of data centers. | |||||||||||
After implementing the use of the OSPI software, the Company decided to market the | |||||||||||
software and entered into a software license agreement with Aperture Technologies, Inc. | |||||||||||
The Company has capitalized the cost of the OSPI software using Statement of | |||||||||||
Position (SOP) 98-1, "Accounting for the Costs of Computer Software Developed or | |||||||||||
Obtained for Internal Use" as follows: | |||||||||||
2007 2006 | |||||||||||
Development costs $139,900 $44,063 | |||||||||||
Software license agreement - payments received (13,542) 0 | |||||||||||
Software license agreement - marketing costs 11,431 0 | |||||||||||
137,789 44,063 | |||||||||||
Less
accumulated depreciation and
amortization 11,397
0
|
|||||||||||
$126,392 $44,063 | |||||||||||
Note
5 -
Equity
|
|||||||||||
On January 12, 2006, the Company,s shareholders approved the following resolutions: | |||||||||||
An increase in the number of authorized common shares to 50,000,000. | |||||||||||
A decrease in the par value of each common share from $1.00 to $.001 per share. | |||||||||||
The addition of preferred shares: number authorized is 20,000,000 and | |||||||||||
the par value is $.001 per share. | |||||||||||
During the period ended December 31, 2006, 3,803,834 shares of common stock were sold to | |||||||||||
various individuals and companies. | |||||||||||
During the period ended December 31, 2006, 1,400,000 shares of stock were issued to financial | |||||||||||
consultants as share based payments. The shares were valued at market value at the date of | |||||||||||
agreement. The shares were valued using the most recent private sale of stock since the | |||||||||||
company is not traded on a public market. The accounting policies used for share based | |||||||||||
payments are the same as those described in Note 1 - Summary of Significant Accounting | |||||||||||
Policies. | |||||||||||
During the period ended December 31, 2007 6,000 shares of common stock were sold for cash | |||||||||||
Note
6 - Income
Taxes
|
|||||||||||
2007 2006 | |||||||||||
Provision for income tax (credit) consists of: | |||||||||||
Current accrual $0 $0 | |||||||||||
Cumulative change in deferred income tax (10,717) (38,518) | |||||||||||
($10,717) ($38,518) | |||||||||||
Income tax receivable consists of the following: | |||||||||||
Federal claim for refund $637 $716 | |||||||||||
State claim for refund 0 89 | |||||||||||
$637 $805 | |||||||||||
The Company had the following net operating loss carryovers | |||||||||||
for income tax purposes: | |||||||||||
Expiring 2020 $204 $0 | |||||||||||
Expiring 2021 82,899 82,899 | |||||||||||
Expiring 2022 133,233 0 | |||||||||||
$216,336 $82,899 | |||||||||||
Note
7 - Supplemental Cash Flow
Information
|
|||||||||||
Supplemental disclosures of cash flow information for the periods ended December 31, 2007 and | |||||||||||
2006 is summarized as follows: | |||||||||||
2007 2006 | |||||||||||
Cash paid during the periods for interest and income taxes: | |||||||||||
Income taxes $0 $0 | |||||||||||
Interest $2,628 $1,077 | |||||||||||
Non-cash financing transactions: | |||||||||||
Common stock issued for services $0 $68,329 | |||||||||||
Note
8 - Employee
Benefits
|
|||||||||||
The Company has a SIMPLE Plan (Plan) to provide retirement and incidental benefits for | |||||||||||
its employees. Employees may contribute from 1% to 15% of their annual compensation to the | |||||||||||
Plan, limited to a maximum annual amount as set periodically by the Internal Revenue Service. | |||||||||||
The Company matches employee contributions dollar for dollar up to the IRS maximum. All | |||||||||||
matching contributions vest immediately. Such contributions to the Plan are allocated among | |||||||||||
eligible participants in the proportion of their salaries to the total salaries of all participants. | |||||||||||
Company matching contributions to the Plan for the periods ended December 31, 2007 and 2006 | |||||||||||
totaled $3,550 and $2,975. | |||||||||||
The Company has a medical reimbursement plan that reimburses officers for all out of pocket | |||||||||||
medical expenses not covered by the Company provided insurance plan. Company expenses | |||||||||||
under the medical reimbursement plan for the periods ended December 31, 2007 and 2006 totaled | |||||||||||
$29,276 and $12,681. | |||||||||||
Note
9 - Operating
Lease
|
|||||||||||
The Company leases its Palm City Florida facility. The lease requires monthly | |||||||||||
payments of $1,400. The lease commenced on June 1, 2007 and expires on May 31, | |||||||||||
2008. | |||||||||||
2007 | |||||||||||
The following is a schedule of the lease payments by year under the lease: | |||||||||||
2008 $7,000 | |||||||||||
Note
10 - SB-2
Registration
|
|||||||||||
On April 27, 2007, the Company filed an SB-2 registration statement with the Securities | |||||||||||
and Exchange Commission to become a publicly traded company with the intent of | |||||||||||
trading on the Over the Counter Bulletin Board. | |||||||||||
Note
11 - Discontinued
Operation
|
|||||||||||
On April 1, 2007, the Company decided to cease its insurance business due to decreasing | |||||||||||
sales and a change in corporate strategy. Sales for the insurance business for the three | |||||||||||
months ended March 31, 2007 were $10,361 and for the three months ended March 31, | |||||||||||
2006 were $10,842. The insurance business pretax loss reported in discontinued | |||||||||||
operations for the three months ended March 31, 2007 was $7,990. No assets or | |||||||||||
liabilities existed for the business. | |||||||||||
Note
12 - Note
Payable
|
|||||||||||
The Company has a line of credit with Wachovia Bank NA. The line of credit provides | |||||||||||
for borrowing up to $40,000. The balance as of December 31, 2007 is $9,030. The | |||||||||||
interest rate is Prime Rate plus 3%. The President, is a personal guaranty on the line | |||||||||||
of credit. | |||||||||||
Note
13 - Disclosure of
Information about Major Customers
|
|||||||||||
We have two major customers that represent 60.3% and 27.6 % of our gross revenues. | |||||||||||
Name
|
Age
|
Position
|
Joseph
Coschera
|
60
|
President
and Director
|
Loire
Lucas
|
50
|
Vice
President and Director
|
|
Honest
and ethical conduct, including the ethical handling of actual or
apparent
conflicts of interest between personal and professional
relationships
|
|
Full,
fair, accurate, timely and understandable disclosure in reports and
documents that a small business issuer files with, or submits to,
the
Commission and in other public communications made by the small business
issuer
|
|
Compliance
with applicable governmental laws, rules and
regulations
|
|
The
prompt internal reporting of violations of the code to an appropriate
person or persons identified in the
code
|
|
Accountability
for adherence to the code
|
Summary
Compensation Table
|
|||||||||
Name
and Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Award ($)
|
Option
Award(s) ($)
|
Non-Equity
Incentive Plan Compensation
|
Nonqualified
Deferred Compensation Earnings
|
All
Other Compensation ($)
|
Total
($)
|
Joseph
Coschera,
President
|
2007
|
114,834
|
7,500
|
0
|
0
|
0
|
0
|
458
|
122,792
|
2006
|
110,035
|
2,000
(1)
|
0
|
0
|
0
|
0
|
0
|
112,035
|
|
2005
|
110,031
|
0
|
0
|
0
|
0
|
0
|
458
|
110,031
|
|
Loire
Lucas
Vice
President
|
2007
|
19,248
|
2,500
|
0
|
0
|
0
|
0
|
0
|
21,748
|
2006
|
33,542
|
2,500
(2)
|
0
|
0
|
0
|
0
|
0
|
36,042
|
|
2005
|
19,315
|
1,850
|
0
|
0
|
0
|
0
|
0
|
22,165
|
|
(1)
|
The
basis for the bonus issued to Joseph Coschera are based upon the
following:
|
-
|
The
additional time spent during the 2nd
3rd
and 4th
quarters of 2006 being involved in the development, design and testing
of
the data collection process known as On Site Physical
Inventory.
|
-
|
Additional
time and travel spent developing new partnerships with companies
such as
Visual Network Design.
|
-
|
Development
of new client relationships done through on site product and solution
presentations and attendance at industry trade
shows.
|
(2)
|
The
basis for the bonuses issued to Loire Lucas is based upon the
following:
|
-
|
Participation
in and support functions related to the documentation for the data
collection process known as On Site Physical Inventory.
|
-
|
Increase
in revenue contribution to the bottom line as compared to the previous
fiscal year.
|
Title
of Class
|
Name
and Address
|
#
of Shares
|
Current
% Owned
|
Common
|
Aquatica
Investments Ltd
Grove
House, 4th
floor
Nassau
Bahamas
|
3,000,000
|
26.31%
|
Common
|
Coschera,
Joseph
|
6,200,000
|
54.37%
|
Title
of Class
|
Name
and Address
|
#
of Shares
|
Current
% Owned
|
Common
|
Coschera,
Joseph
|
6,200,000
|
54.37%
|
Common
|
Lucas,
Loire**
|
0
|
0%
|
Common
|
All
Officers and Directors as a Group (2)
|
6,200,000
|
54.37%
|
(a)
|
Financial
Statements
|
(b)
|
Reports
on Form 8-K
|
Year
Ended December
31
|
2007
|
2006
|
|||||||||||
Lake
|
Anderson
|
||||||||||||
Audit
Fees (1)
|
$
|
15,975
|
(3)
|
$
|
7,000
|
(2)
|
|||||||
Audit-Related
Fees (4)
|
--
|
--
|
|||||||||||
Tax
Fees (5)
|
--
|
--
|
|||||||||||
All
Other Fees (6)
|
--
|
--
|
|||||||||||
Total
Accounting Fees and Services
|
$
|
15,975
|
$
|
7,000
|
(1)
|
Audit
Fees. These are
fees for professional services for the audit of our annual financial
statements, and for the review of the financial statements included
in our
filings on Form 10-QSB, and for services that are normally provided
in
connection with statutory and regulatory filings or
engagements.
|
(2)
|
The
amounts shown for Lake in 2006 relate to services in connection with
consents and assistance with and review of documents filed with the
Securities and Exchange Commission.
|
(3)
|
The
amounts shown for Lake in 2007 relate to (i) the audit of our annual
financial statements for the fiscal year ended December 31, 2007,
and (ii)
the review of the financial statements included in our filings on
Form
10-QSB for the first, second and third quarters of
2008.
|
(4)
|
Audit-Related
Fees.
These are fees for the assurance and related services reasonably
related
to the performance of the audit or the review of our financial
statements.
|
(5)
|
Tax
Fees. These are
fees for professional services with respect to tax compliance, tax
advice,
and tax planning.
|
(6)
|
All
Other Fees. These
are fees for permissible work that does not fall within any of the
other
fee categories, i.e., Audit Fees, Audit-Related Fees, or Tax
Fees.
|
INFORMATION
SYSTEMS ASSOCIATES, INC.
|
||
Date:
March 3, 2008
|
/s/
Joseph P. Coschera
|
|
Joseph
P. Coschera
|
||
President,
CEO, CFO, Principal Accounting Officer
and
Director
|
||