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 (Date of earliest event reported): July 15, 2008
INFORMATION SYSTEMS ASSOCIATES,
INC.
(Exact
Name of Registrant as Specified in Charter)
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Florida
(State
or Other Jurisdiction
of
Incorporation)
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333-142429
(Commission
File
Number)
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65-049317
(IRS
Employer
Identification
No.)
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1151
SW 30th Street,
Suite E
Palm
City, FL 34990
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (772) 286-3682
_______________________________________________________________________________
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 (see General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material
Definitive Agreement.
On July,
15, 2008, Information Systems Associates, Inc. entered into an Offshore Stock
Purchase Agreement with Derek J. Leach and received a related promissory note
from Mr. Leach. Such transactions are described in more detail under
Item 3.02 below, which Item is incorporated into this Item 1.01 by
reference.
Item 3.02 Unregistered Sales of
Equity Securities.
On July,
15, 2008, Information Systems Associates, Inc. (the “Company”) received a
subscription in the amount of $100,000 for 400,000 shares of the Company’s
common stock from Derek J. Leach (“Leach”) pursuant to an Offshore Stock
Purchase Agreement between the Company and Leach (the “Agreement”). A
copy of the Agreement is filed herewith as Exhibit 10.1 to this Form 8-K and is
incorporated herein by reference. The description of the Agreement
contained herein is qualified in its entirety by reference to the full text of
the Agreement.
Under the
terms of the Agreement, the Company will issue an aggregate of 2,000,000 shares
of the Company’s common stock to Leach at a purchase price of $0.25 per
share. The shares shall be issued in five tranches of 400,000 shares
each, in conjunction with the payment by Leach of installments of $100,000 each
pursuant to a $400,000 promissory note (the “Note”) executed by
Leach. If Leach fails to make a $100,000 installment payment on the
Note, the Company will not be obligated to deliver Leach any additional shares
of Company common stock and the Company will have the right to terminate the
Agreement. Under the terms of the Note, Leach is required to make
$100,000 payments to the Company on or before the first day of each month
beginning September 1, 2008 and ending December 1, 2008. In
conjunction with each payment, the Company will issue Leach 400,000 shares of
Company common stock. A copy of the Note is filed herewith as Exhibit
10.2 to this Form 8-K and is incorporated herein by reference. The
description of the Note contained herein is qualified in its entirety by
reference to the full text of the Note.
The
shares of common stock issued and sold to Leach pursuant to the Agreement are
being issued in a transaction exempt from registration under the Securities Act
of 1933 (the “Act”) pursuant to exemptions under Regulation D and/or Regulation
S promulgated under the Act, based on the limited number of purchases, the
offshore nature of the transaction, the sophistication of the purchaser in
financial matters and his access to information concerning the
Company.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
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Number
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Description
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10.1
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10.2
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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 hereunto
duly authorized.
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INFORMATION
SYSTEMS ASSOCIATES, INC.
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By:
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/s/
Joseph P. Coschera
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Joseph
P. Coschera
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President
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Date:
July 15, 2008
INDEX TO EXHIBITS
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Exhibit
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Number
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Description
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10.1
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Offshore
Stock Purchase Agreement by and between Information Systems Associates,
Inc. and Derek J. Leach.
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10.2
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Promissory
Note of Derek J. Leach in favor of Information Systems Associates,
Inc.
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