UNITED
STATES
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): September 12,
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))
_______________________________________________________________________________
Item 1.01 Entry into a Material
Definitive Agreement.
Green
Enterprises Consulting Agreement
On
September 12, 2008, Information Systems Associates, Inc. (the “Company”) entered
into a Consulting Agreement with Green Enterprises SAL, a Lebanese
corporation (“Green Enterprises”) pursuant to which Green Enterprises
has agreed to provide general assistance to the Company in reducing the energy
consumed by the data base and information systems of the Company’s clients (the
“Green Enterprises Agreement”), and such other services as the Company and Green
Enterprises may jointly determine during the term of the Green Enterprises
Agreement. The Green Enterprises Agreement renews annually on August
1 of each year unless either the Company or Green Enterprises elects not to
renew the agreement more than 60 days prior to the end of the then annual
term. The agreement is terminable by either party on six months
notice; provided that if the Company elects to terminate the agreement prior to
the end of its then current term, Green Enterprises remains entitled to its
annual compensation as described in the next paragraph.
The
Company will pay Green Enterprises, at the Company’s option, cash or shares of
common stock of the Company that are exempt from registration under the
Securities Act of 1933, as amended (the “Act”) and the transferability and
resale of which are restricted under the Act equivalent in value (as determined
below) to (a) the Annual Rate per annum for services provided from August 1,
2008 through the first anniversary thereof, and (b) the Annual Rate per annum
for each successive annual term. As used in this paragraph, the
“Annual Rate” shall mean $250,000 per annum for the term commencing August 1,
2008 and ending on July 31, 2009, which amount shall increase by $12,500 per
annum for each successive annual term. With respect to the initial
annual payment, the Company will issue 1,000,000 shares of Company common stock
at a price of $0.25 per share. For subsequent payments, the number of
shares payable shall be based on the greater of the Floor Price and the Average
Closing Price for the Company’s shares for the 20 trading days preceding the
date such payment is due and, if the Company’s common stock is not publicly
trading the Average Closing Price and the number of shares payable shall be
based on the fair market value of the Company’s common stock as determined by
the Company’s Board of Directors. As used herein, the “Floor Price”
shall be equal to the greater of $0.25 per share and the highest price per share
obtained by the Company in connection with the issuance and sale of shares of
the Company common stock since August 1, 2008, including issuances and sales of
common stock upon the conversion or exercise of convertible securities or
warrants, options or other securities exercisable for, or exchangeable into,
shares of the Company’s common stock. The price at which shares of
the Company’s common stock are sold in transactions other than for cash shall be
determined by the Company’s Board of Directors. The Floor Price shall
not be adjusted upward in respect of issuances of common stock that do not
result in the Company receiving aggregate consideration in one transaction or a
series of related transactions in an amount equal to at least
$250,000. The “Average Closing Price” shall be determined by the
average closing bid and ask prices for such date as may be determined by the
Company’s Board of Directors. In addition to the foregoing payments,
the Company shall pay for all pre-approved, verifiable out-of-pocket expenses of
Green Enterprises incurred by it in the course of performing services for the
Company under the agreement, including without limitation legal fees and travel
costs.
A copy of
the Green Enterprises Agreement is filed herewith as Exhibit 10.1 to this Form
8-K and is incorporated herein by reference. The description of the
Green Enterprises Agreement contained herein is qualified in its entirety by
reference to the full text of the Green Enterprises Agreement.
Old
Firm Energy Consulting Agreement
On
September 12, 2008, the Company entered into a Consulting Agreement with Old
Firm Energy Corporation, a Belize International Business Company (“Old Firm
Energy”) pursuant to which Old Firm Energy has agreed (the “Old Firm Energy
Agreement”) to provide the Company with general management assistance in
connection with developing and writing business plans; determining future
business strategies; recruitment of directors and employees; determining how the
Company can best raise funds; advice in relation to the Company’s plans for
international expansion, including appropriate corporate structures related to
said expansion; looking for potential mergers and acquisitions; and such other
services as the Company and Old Firm Energy may jointly determine during the
term of the Old Firm Energy Agreement. The Old Firm Energy Agreement
renews annually on August 1 of each year unless either the Company or Old Firm
Energy elects not to renew the agreement more than 60 days prior to the end of
the then annual term. The agreement is terminable by either party on
six months notice; provided that if the Company elects to terminate the
agreement prior to the end of its then current term, Old Firm Energy remains
entitled to its annual compensation as described in the next
paragraph.
The
Company will pay Old Firm Energy, at the Company’s option, cash or shares of
common stock of the Company that are exempt from registration under the Act and
the transferability and resale of which are restricted under the Act equivalent
in value (as determined below) to (a) the Annual Rate per annum for services
provided from August 1, 2008 through the first anniversary thereof, and (b) the
Annual Rate per annum for each successive annual term. As used in
this paragraph, the “Annual Rate” shall mean $250,000 per annum for the term
commencing August 1, 2008 and ending on July 31, 2009, which amount shall
increase by $12,500 per annum for each successive annual term. With
respect to the initial annual payment, the Company will issue 1,000,000 shares
of Company common stock at a price of $0.25 per share. For subsequent
payments, the number of shares payable shall be based on the greater of the
Floor Price and the Average Closing Price for the Company’s shares for the 20
trading days preceding the date such payment is due and, if the Company’s common
stock is not publicly trading the Average Closing Price and the number of shares
payable shall be based on the fair market value of the Company’s common stock as
determined by the Company’s Board of Directors. In addition to the
foregoing payments, the Company shall pay for all pre-approved, verifiable
out-of-pocket expenses of Old Firm Energy incurred by it in the course of
performing services for the Company under the agreement, including without
limitation legal fees and travel costs.
A copy of
the Old Firm Energy Agreement is filed herewith as Exhibit 10.2 to this Form 8-K
and is incorporated herein by reference. The description of the Old
Firm Energy Agreement contained herein is qualified in its entirety by reference
to the full text of the Old Firm Energy Agreement.
Bespoke
Advisory Services Agreement
On
September 12, 2008, the Company entered into a Consulting Agreement with Bespoke
Advisory Services LLC, a Florida limited liability company (“Bespoke Advisory
Services”) pursuant to which Bespoke Advisory Services has agreed (the “Bespoke
Advisory Services Agreement”) to provide the Company with general management
assistance in connection with developing and writing business plans; determining
future business strategies; recruitment of directors and employees; determining
how the Company can best raise funds; and looking for potential mergers and
acquisitions; and such other services as the Company and Bespoke Advisory
Services may jointly determine during the term of the Bespoke Advisory Services
Agreement. The Bespoke Advisory Services Agreement renews annually on
August 1 of each year unless either the Company or Bespoke Advisory Services
elects not to renew the agreement more than 60 days prior to the end of the then
annual term. The agreement is terminable by either party on six
months notice; provided that if the Company elects to terminate the agreement
prior to the end of its then current term, Bespoke Advisory Services remains
entitled to its annual compensation as described in the next
paragraph.
The
Company will pay Bespoke Advisory Services, at the Company’s option, cash or
shares of common stock of the Company that are exempt from registration under
the Act and the transferability and resale of which are restricted under the Act
equivalent in value (as determined below) to (a) the Annual Rate per annum for
services provided from August 1, 2008 through the first anniversary thereof, and
(b) the Annual Rate per annum for each successive annual term. As
used in this paragraph, the “Annual Rate” shall mean $250,000 per annum for the
term commencing August 1, 2008 and ending on July 31, 2009, which amount shall
increase by $12,500 per annum for each successive annual term. With
respect to the initial annual payment, the Company will issue 1,000,000 shares
of Company common stock at a price of $0.25 per share. For subsequent
payments, the number of shares payable shall be based on the greater of the
Floor Price and the Average Closing Price for the Company’s shares for the 20
trading days preceding the date such payment is due and, if the Company’s common
stock is not publicly trading the Average Closing Price and the number of shares
payable shall be based on the fair market value of the Company’s common stock as
determined by the Company’s Board of Directors. In addition to the
foregoing payments, the Company shall pay for all pre-approved, verifiable
out-of-pocket expenses of Bespoke Advisory Services incurred by it in the course
of performing services for the Company under the agreement, including without
limitation legal fees and travel costs.
A copy of
the Bespoke Advisory Services Agreement is filed herewith as Exhibit 10.3 to
this Form 8-K and is incorporated herein by reference. The
description of the Bespoke Advisory Services Agreement contained herein is
qualified in its entirety by reference to the full text of the Bespoke Advisory
Services Agreement.
Warrants
The
Company has also agreed in the Green Enterprises Agreement, the Old Firm Energy
Agreement and the Bespoke Advisory Services Agreement to issue to each of Green
Enterprises, Old Firm Energy and Bespoke Advisory Services (i) 1,000,000 options
or warrants to acquire shares of the Company’s common stock with an exercise
price of $1.00 per share, (ii) 1,000,000 options or warrants to acquire shares
of the Company’s common stock with an exercise price of $2.00 per share, (iii)
1,000,000 options or warrants to acquire shares of the Company’s common stock
with an exercise price of $3.00 per share, (iv) 1,000,000 options or warrants to
acquire shares of the Company’s common stock with an exercise price of $4.00 per
share, and (v) 1,000,000 options or warrants to acquire shares of the Company’s
common stock with an exercise price of $5.00 per share, such that in the
aggregate, the Company will issue to such consultants 15,000,000 options or
warrants at the various exercise prices so indicated. Such options or warrants
(the “Warrants”) shall be exercisable for a period of three years from their
exercise date and shall have similar anti dilution provisions. The
Warrants and the shares issued upon their exercise will be issued in a
transaction exempt from registration under the Act. The Warrants are
to be issued within 60 days from September 12, 2008, the date of the Green
Enterprises Agreement, the Old Firm Energy Agreement and the Bespoke Advisory
Services Agreement.
Gerhauser
Agreement
On
September 12, 2008, the Company entered into a Consulting Agreement dated as of
July 31, 2008 with William Gerhauser (“Gerhauser”) with respect to consulting
services provided by Gerhauser to the Company for the period January 1, 2008 to
September 1, 2008 (the “Gerhauser Agreement”). Mr. Gerhauser is a
managing member of Bespoke Advisory Services, LLC. As compensation
pursuant to the Gerhauser Agreement, the Company paid Gerhauser 500,000 shares
of the Company’s common stock that are exempt from registration under the Act
and the transferability and resale of which are restricted under the
Act In addition to the foregoing payment, the Company shall pay for
all pre-approved, verifiable out-of-pocket expenses of Gerhauser incurred by him
in the course of performing services for the Company under the agreement,
including without limitation legal fees and travel costs.
A copy of
the Gerhauser Agreement is filed herewith as Exhibit 10.4 to this Form 8-K and
is incorporated herein by reference. The description of the Gerhauser
Agreement contained herein is qualified in its entirety by reference to the full
text of the Gerhauser Agreement.
Item 3.02 Unregistered Sales of
Equity Securities.
As
described in Item 1.01 above, which item is incorporated herein by reference, on
September 12, 2008, the Company agreed to issue (i) 1,000,000 shares of the
Company’s common stock to Green Enterprises pursuant to the Green Enterprises
Agreement, (ii) 1,000,000 shares of the Company’s common stock to Old Firm
Energy pursuant to the Old Firm Energy Agreement, (iii) 1,000,000 shares of the
Company’s common stock to Bespoke Advisory Services pursuant to the Bespoke
Advisory Services Agreement and (iv) 1,000,000 shares to Gerhauser.
In
addition, the Company also agreed to issue the Warrants as described more
particularly in Item 1.01 above.
The
shares of common stock, the Warrants and the shares of common stock issuable
upon exercise of the Warrants, when issued, have been or are to be issued and
sold in transactions exempt from registration under Section 4(2) of the Act,
Rule 506 under the Act and/or Regulation S promulgated under the Act, based on
the limited number of purchasers, the offshore nature of the transactions, the
sophistication of the purchasers in financial matters and their 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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Consulting
Agreement by and between Information Systems Associates, Inc. and Green
Enterprises SAL
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10.2
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Consulting
Agreement by and between Information Systems Associates, Inc. and Old Firm
Energy Corporation
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10.3
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Consulting
Agreement by and between Information Systems Associates, Inc. and Bespoke
Advisory Services, LLC
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10.4
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Consulting
Agreement by and between Information Systems Associates, Inc. and William
Gerhauser
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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:
September 17, 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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10.2
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10.3
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10.4
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