NOTES
TO FINANCIAL STATEMENTS
MARCH
31, 2010 AND 2009
NOTE
3 – PROPERTY AND EQUIPMENT
| |
|
As of March
31, |
|
|
|
2010
|
|
|
2009
|
|
|
Computer
software (developed)
|
|
$ |
191,817 |
|
|
$ |
119,120 |
|
|
Computer
software (purchased)
|
|
|
590 |
|
|
|
590 |
|
|
Web
site development
|
|
|
10,072 |
|
|
|
4,785 |
|
|
Furniture,
fixtures, and equipment
|
|
26,713
|
|
|
|
24,804 |
|
|
|
|
|
229,503 |
|
|
|
149,299 |
|
|
Less
accumulated depreciation and amortization
|
|
|
96,689 |
|
|
|
36,057 |
|
|
|
|
$ |
132,503 |
|
|
$ |
113,242 |
|
|
Depreciation
and amortization expense
|
|
$ |
2,451 |
|
|
$ |
928 |
|
NOTE
4 – COMPUTER SOFTWARE DEVELOPED
In 2009,
the Company completed development of an updated version of the “On Site Physical
Inventory” (OSPI) product. Version 2 was available as of December 1,
2009
The
Company has capitalized the cost of the OSPI software using FASB Accounting
Standards Codifications 350-40 “Internal Use Software” as follows:
| |
|
|
As of March
31,
|
|
| |
|
|
2010
|
|
|
|
2009
|
|
|
Development
costs
|
|
$ |
297,603 |
|
|
$ |
224,906 |
|
|
Software
license agreement – payments received
|
|
|
(135,257 |
) |
|
|
(135,257 |
) |
|
Software
license agreement – marketing costs
|
|
|
29,471 |
|
|
|
29,471 |
|
|
|
|
|
191,817 |
|
|
|
119,120 |
|
|
Less: accumulated
depreciation and amortization
|
|
|
83,586 |
|
|
|
29,471 |
|
|
|
|
$ |
108,231 |
|
|
$ |
89,649 |
|
NOTE
5 – INVESTMENT
On April
17, 2009, the Company entered into a strategic alliance agreement with Rubicon
Software Group, lpc (a company registered under the laws of England and Wales).
The Company will be Rubicon’s exclusive agent in the United States for reselling
Rubicon’s software and services. In return, Rubicon will be a software
development partner and provide consulting services to the Company.
The
Company agreed to purchase 2,500,000 ordinary shares for pounds subscription
price of $.02 (two pence) a share. The total cost of the subscription was
$73,958. Within ninety days of the subscription date, the Company could purchase
an additional 2,500,000 shares at the same subscription price in British
pounds. The ninety day period has lapsed with the Company not
purchasing any additional shares.
Also, the
Company has the ability, over the next three years, of subscribing to a maximum
5,000,000 warrant shares. Each warranted share will be at a subscription price
of £.05 (five pence) per share and will be issued in offerings of 100,000
shares. The number of subscripted shares will be based on gross
revenue received by Rubicon Software Group, lpc.
INFORMATION
SYSTEMS ASSOCIATES, INC.
NOTES
TO FINANCIAL STATEMENTS
MARCH
31, 2010 AND 2009
NOTE 5 – INVESTMENT
(cont’d)
Available
–for-sale securities were as follows:
March 31,
2010 March 31, 2009
Cost Market Unrealized Cost Market Unrealized
Gain/(Loss) Gain/(Loss)
Type of
securities:
Common
stock
$73,958
$ 47,438
($26,520) $ -
$ -
$ -
Total $73,968
$
47,438 ($26,520) $ - $ -
$ -
NOTE
6 – NET (LOSS) PER SHARE
Basic
earning per share (EPS) is computed by dividing net (loss) by the weighted
average number of common shares outstanding. The dilutive EPS adds
the dilutive effect of stock options and other stock
equivalents. During the three months ended March 31, 2010,
outstanding options to purchase an aggregate of 15,000,000 shares of stock were
excluded from the computation of dilutive earnings per share because the
inclusion would have been anti-dilutive.
NOTE
7 – INCOME TAXES
Income
tax expense for the three months ended March 31, 2010 and 2009 are based on the
Company’s estimate of the effective tax rate expected to be applicable for the
full year. The rate differs from the U.S. statutory rate primarily
due to state taxes.
The Company has the following net
operating
loss carryovers for federal
income tax purposes:
|
|
|
$ |
82,899 |
| Expiring
2027 |
|
|
131,828 |
|
Expiring
2028
|
|
|
236,311 |
|
Expiring
2029
|
|
|
1,202,600 |
|
|
|
$ |
1,653,638 |
INFORMATION
SYSTEMS ASSOCIATES, INC.
NOTES
TO FINANCIAL STATEMENTS
MARCH
31, 2010 AND 2009
NOTE
8 – SUPPLEMENTAL CASH FLOW INFORMATION
|
|
Supplemental
disclosures of cash flow information for the periods ended March 31, 2010
and 2009 is summarized as follows:
|
|
|
|
2010 |
|
|
2009
|
|
|
Cash
paid during the periods for interest and income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
taxes
|
|
$ |
- |
|
|
$ |
- |
|
|
Interest
|
|
$ |
669 |
|
|
$ |
- |
|
| Non-Cash
Investing Activities: |
|
|
|
|
|
|
|
|
|
Balance
of consulting services for contributed capital
|
|
$ |
190,500 |
|
|
|
518,438 |
|
|
Consulting
services prepaid for future months
|
|
|
(108,438 |
) |
|
|
(308,125 |
) |
|
Non-cash
expense of consulting services for contributed capital
|
|
$ |
82,062 |
|
|
$ |
210,313 |
|
|
|
|
|
|
|
|
|
|
|
NOTE
9 – OPERATING LEASE
The
Company leases it Palm City, Florida facility. On March 2, 2009 the
lease was renewed for $1,200 per month. The Company holds an
additional option to renew the lease “at the market price.” This renewed lease
went into effect June 1, 2009. The rent expense as of March 31, 2010 and 2009
was $3,834 and $4,793, respectively.
NOTE
10 – NOTE PAYABLE – LINE OF CREDIT
The
Company has a line of credit with Wachovia Bank N.A. The line of
credit provides for borrowings up to $40,000. The balance as of March
31, 2010 and 2009 was $39,191 and $0, respectively. The interest rate
is the Prime Rate plus 3%. The President of the Company is a personal
guaranty on the line of credit.
NOTE
11 – NOTE PAYABLE - INSURANCE
On
September 14, 2009 the Company incurred short term financing for the purchase of
insurance. The note was for $9,735. The interest rate on
the debt is 4.959% and will be repaid through May 31, 2010. The outstanding
balance as of March 31, 2010 was $ 1,204.
NOTE
12 – NOTE PAYABLE – SHAREHOLDER
In
February, 2010, the Company obtained financing from a shareholder for working
capital purposes. The amount of $32,500 will be repaid in eighteen
months. Interest accrues at a rate of 6% per annum. There
is no penalty for early payment.
NOTE
13 – COMMON STOCK
In 2008,
the Company entered into an agreement with Derek J. Leach (“Leach”) to purchase
stock. Under terms of the agreement, the Company issued 2,000,000
shares at .25 per share for total proceeds of $500,000. The purchases are as
follows:
|
Date
|
|
# of Shares
|
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
7/15/08
|
|
|
400,000 |
|
|
$ |
100,000 |
|
|
12/31/08
|
|
|
600,000 |
|
|
$ |
150,000 |
|
|
4/22/09
|
|
|
400,000 |
|
|
$ |
100,000 |
|
|
07/23/09
|
|
|
600,000 |
|
|
$ |
150,000 |
|
|
|
|
|
2,000,000 |
|
|
$ |
500,000 |
|
NOTE
14 – SHARE BASED PAYMENTS FOR SERVICES
On
September 11, 2009, the Company entered into an agreement to receive a variety
of corporate consulting services. The contract will run for one year at a rate
of $2,000 per month. In addition, the consultants received a commencement bonus
of 300,000 shares of company common stock. Shares were valued at
current market price.
On
September 8, 2008, the Company entered into an agreement to receive consulting
services. The consultants will provide 400 hours of service for
100,000 shares of common stock. All services will be accounted for at
a rate of $250 an hour. 66.75 hours and 91.25 hours at a cost of $
16,438 and $22,813 were recorded as expense for the three months ended March 31,
2010 and 2009.
On
September 12, 2008, the Company entered into agreements with three companies to
receive a variety of consulting services. Each agreement has a term
of one year starting August 1, 2008 and remuneration will be
$250,000 per annum. Each subsequent year, the annual rate will
increase $12,500 while the agreement is in effect. The Company had
the option of paying the consultants in cash or common stock. The
Company decided to issue 1,000,000 shares of stock to the consulting firms as
payment for services. The value of stock will be at $.25 per
share. A pro-rata portion of these agreements of $65,625 and $125,000
has been expensed for the three months ended March 31, 2010 and
2009.
On July
7, 2009 a notice of non renewal was forwarded to two of three
companies, but one remaining company will continue providing services starting
August 1, 2009 at an agreed to rate of $262,500. The Company issued
656,200 shares of common stock for the service provided.
All three
consultants were issued a series of options as follows:
1,000,000 share option to acquire
shares at $1.00 per share
1,000,000 share option to acquire
shares at $2.00 per share
1,000,000 share option to acquire
shares at $3.00 per share
1,000,000 share option to acquire
shares at $4.00 per share
1,000,000 share option to acquire
shares at $5.00 per share
INFORMATION
SYSTEMS ASSOCIATES, INC.
NOTES
TO FINANCIAL STATEMENTS
MARCH
31, 2010 AND 2009
NOTE 14 – SHARE BASED PAYMENTS FOR
SERVICES (continued)
To
determine the valuation of the options, ASC 718-10 requires a valuation
technique to estimate the fair value of the options issued. The
Black-Sholes Model incorporates the various characteristics for proper
valuation. As of September 30, 2008, the valuation of the
options was determined to be $0.
NOTE
15 – MAJOR CUSTOMERS
One major
customer accounted for $239,959 and $121,411 of revenue for the three months
ended March 31, 2010 and 2009, respectively. These amounts represent
94% and 61% of the Company’s revenue for the three months ended March 31, 2010
and 2009, respectively.
As of
March 31, 2009 and 2008, this customer accounted for 98% and 39% of accounts
receivable, respectively.
NOTE
16 – SUBSEQUENT EVENTS
We
evaluated subsequent events through the date and time our financial statements
were issued on May 7, 2010.
On April
15, 2010, the Company entered into an agreement to receive investor relations/
social media marketing consulting services for four hundred thousand shares of
company stock at $0.18 per share. The term of the agreement is one
year.
On April
26, 2010, the Company transferred 2,500,000 shares of stock held as an
investment back to the vendor in lieu of payment on outstanding
invoices. The Company will also receive $10,000 as part of this
transaction.
On April
29, 2010, the Company entered into an agreement to receive consulting services
for the researching and reporting on new data center management technology for
one million shares of company stock at $0.20 per share. The term of the
agreement is one year.
On May 3,
2010, the Company entered into an agreement to receive internet and web page
services for one hundred thousand shares of company stock at $.20 per share. The
term of the agreement is one year.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
As used
herein the terms “we”, “us”, “our”, the “Registrant,” “ISA” and the “Company”
means, Information Systems Associates, Inc., a Florida corporation.
GENERAL
DESCRIPTION OF BUSINESS
BUSINESS
OVERVIEW
We have
been in business since May of 1994. During the first twelve (12)
years of operation, the primary focus of the business was to offer for sale,
through ISA’s Value Added Reseller Agreements in place in several of the
industry leaders, software products and services that allow companies to track
and manage assets, primarily in the realm of corporate real estate and corporate
IT network infrastructure including equipment maintained in corporate data
centers. We refer to our product and services suite as asset
management solutions. Our solutions can reduce sourcing, procurement
and tracking costs, improve tracking and monitoring of asset performance and
reduce operational downtime.
In 1995,
we became a Business Partner (a/k/a Value Added Reseller) with Aperture
Technologies, Inc. of Stamford, CT. (It should be noted that the term
“Business Partner” is somewhat misleading because in reality we are simply a
subcontractor for Aperture). At that time, Aperture’s Network
Management tools (“System”), was one of the leading solutions in it
field. For more than five years, Aperture Technologies, Inc. has
provided enterprise asset management solutions to customers in the United
States, Europe and Asia and Pacific Rim. During this same timeframe,
we have offered Aperture’s enterprise asset management solutions to customers
and prospects in North America.
The
typical Value Added Reseller Agreement allows the vendor’s partner/subcontractor
(in this case ISA) the ability to offer to its client’s and prospects a
Commercial Off the Shelf software solution to address a particular business
problem. The primary focus of ISA’s business is working data center
operations, network management department and corporate real estate department
to identify and then implement a software solution which addresses their needs
based upon extensive research done prior to the selection and culminating in the
purchase by the client and implementation by ISA of the chosen
solution.
All of
the products listed under our Value Added Reseller relationships (Vista, Vision
FM, the Facilities Manager, AutoCAD, and RACKWISE DCM) are products developed by
third parties.
The
products obtained from third parties are done so through executed Value Added
Reseller Agreements. Although each of the vendor’s agreements differs
to some degree, the basic understandings are the same. Information
Systems Associates is authorized by each of the vendors to offer the vendor’s
software as solutions to Information Systems Associates’ clients. In
return, Information Systems Associates receives a commission on the sale of the
software. The percentage ranges between twenty (20) and thirty (30)
percent of the sale. On occasion, Information Systems Associates
provide pre-sales support services to the vendor’s clients. In
addition, Information Systems Associates is given the opportunity to implement
the software solution and provide training to its clients. On an
ongoing basis, Information Systems Associates can and does provide additional
consulting services beyond those provided initially to the client.
The need
for a better way to capture corporate asset information became evident to ISA’s
management team. After reviewing the methods and technology in use at
that time (1st
Quarter 2006) for the purpose of data collection, it was decided within ISA to
define a data collection process and subsequently to design and build a software
solution capable of delivering quality data (output) through the use of
programming techniques that incorporated many of the much needed features and
capabilities, especially real time data validation. The result was
that by year end of 2007 OSPI
(ON SITE PHYSICAL INVENTORYTM
) was available for resale.
Our
customer list includes a number of leading organizations, such as Northrop
Grumman Electronic Systems, Charles Schwab, Bank of America, Comcast
Communications and General Electric.
Our
application products are also used by corporate Real Estate departments to
manage their real property lease obligations (as both tenant and landlord), to
determine their company’s use of corporate space and to develop plans for
relocations, mergers and acquisitions as it relates to the use of space (office,
manufacturing, warehousing).
On April
17, 2009, we entered into a strategic alliance and became an investor with
Rubicon Software Group, plc. This agreement will create an opening
into the European market as well as provide cost effective software
development.
INDUSTRY
BACKGROUND AND OVERVIEW
Asset
management software has existed for more than thirty years, initially through
computerized maintenance management systems, and more recently including more
comprehensive and robust enterprise asset management and enterprise resource
planning solutions. The early computerized maintenance management
systems automated daily management of assets, while enterprise resource planning
solutions consolidate basic asset information with financial information at the
corporate level. Enterprise asset management solutions encompass
elements of both, serving as the next evolution of computerized maintenance
management system solutions by bridging the gap between asset management and
corporate-level planning and tracking requirements.
The key
value proposition for enterprise asset management solutions is that they can
provide a quick and quantifiable return on investment and return on
assets. Cost and productivity improvements can immediately and
measurably benefit organizations, and thus are highly desirable to potential
customers, particularly in difficult economic times where the focus is
increasingly bottom line oriented.
In
addition to enterprise asset management solutions, we offer facilities
solutions. These are natural extensions to enterprise asset
management solutions, as organizations seek to extend asset management and
corporate-level planning and tracking onto other elements of the asset
lifecycle. The reference to “facilities solutions” includes software
application products that are used by corporate Real Estate departments and to
software application products used by Data Center Management (Information
Technology) to track their computer assets from a financial perspective as well
as their usage and connectivity within the corporate IT (Information Technology)
network.
PRODUCTS
AND SERVICES
Aperture’s
VISTA
Historically,
IT organizations have operated as reactive cost centers that customized one-off
services for the demands of customers. However, the influx of growing
complexities, continual changes and higher demands for “better, faster and
cheaper” has instigated a trend towards tighter IT management and
control. The new “value-driven” approach, combined with pressures for
high availability and with increased SLA penalties have many IT executives
operating under a mantra of “avoid problems before they happen” or “no surprises
permitted.”
The term
“SLA penalties” refers to Service Level Agreement performance
metrics. In most sophisticated corporate operations, the end user is
guaranteed a specific degree of network and application
availability. Usually items such as systems maintenance are taken
into consideration when guaranteeing this availability as are items like built
in redundancy (network circuits and the hardware used to deliver the
connectivity) as well as Disaster Recovery plans that would insure the end user
a specific level of availability (although typically less than that guaranteed
under normal operating conditions) in the event that a natural or other type of
disaster cause an interruption in corporate IT services.
In order
to reduce operational risk and increase operational efficiency, it is essential
for IT organizations to define best practices and implement IT frameworks (for
example, the IT Infrastructure Library, ITIL) that create a more
service-oriented organization. This includes standardizing and
automating IT processes from a disparate set of ad hoc tasks to a cohesive,
consolidated environment and developing a central repository of information to
create institutional memory for the IT organization.
Many
organizations have assessed the various facts of the IT organization to improve
the logical environment. However, one component which seems to be
overlooked quite frequently and that continuously operates within individual
silos is the overall physical infrastructure of the data center.
Aperture
VISTA provides IT Management with the key information and intelligence to reduce
operational risk and improve efficiency in the data center.
VisionFM
Vision FM
includes a very flexible asset management system capable of tracking everything
from building components to office supplies. The Facilities Manager
can define complex products such as systems furniture that include a
bill-of-materials or simple items such as keys and cell phones that can be
assigned directly to individuals.
Once
products are defined then assets can be added by inserting symbols in AutoCAD or
by using VisionFM forms such as a purchase order. Unique information
about each asset can be recorded including a barcode number, purchase date and
price. The system then tracts the asset from purchase through to
disposition including depreciation, maintenance history, condition, warranties
and insurance.
RACKWISE
DMC
RACKWISE
DMCTM
services and products deliver key features to simplify and reduce the time
consumed designing, modeling and operating the physical infrastructure of your
datacenter.
|
·
|
Graphical
design and marketing of datacenters
|
|
·
|
Auto-build
visual documentation from imported bill of
materials
|
|
·
|
Advanced
operations and 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
and document the datacenter in
minutes
|
Rubicon Software
Group
Rubicon
Software works closely with organizations to develop customized software
solutions.
RELATED
SERVICES
In
connection with our software offerings, we provide the following services to our
customers:
Consulting
A
significant number of our customers request our advice regarding their business
and technical processes, often in conjunction with a scoping exercise conducted
both before and after the execution of a contract. This advice can
relate to development or streamline assorted business processes, such as
sourcing or procurement activities, assisting in the development of technical
specifications, and recommendations regarding internal workflow
activities.
Customization and
Implementation
Based
generally upon the up-front scoping activities, we are able to customize our
solutions as required to meet the customer’s particular needs. This
process can vary in length depending on the degree of customization, the
resources applied by the customer and the customer’s business
requirements. We work closely with our customers to ensure that
features and functionality meet their expectations. We also provide
the professional services work required for the implementation of our customer
solutions, including loading of data, identification of business processes, and
integration to other systems applications.
Training
Upon
completion of implementation (and often during implementation), we train
customer personnel to utilize our Solutions through our administrative
tools. Training can be conducted in one-on-one or group
situations. We also conduct “train the trainer”
sessions.
Maintenance and
Support
We
provide regular software upgrades and ongoing support to our customers. On
December 1, 2009, we began offering version 2 of ON SITE PHYSICAL
INVENTORYTM.
We
have been providing consulting, customization and implementation, training,
maintenance and support services to our customers since 1994.
THIRD
PARTY OFFERINGS
Other Partner
Relationships
In
addition to the sale of our core solutions and services, we intend to enter into
marketing or co-marketing agreements with companies that offer services that are
complementary to our offerings. We would market these complementary
services to our customers and prospects and can earn a referral fee if these
services are purchased. In some cases our marketing partner will be
able to market our solutions to its customers and prospects and can earn a
referral fee. At the present time, we have two marketing
partners. They are Forsythe Solutions Group, Inc. and Total Site
Solutions, Inc.
Forsythe
serves as a technology infrastructure solutions provider, helping organizations
across all industries, including Fortune 1000 companies, manage the cost and
risk of their information technology. Forsythe’s data center services
help organizations navigate through some of the more infrequent aspects of
owning and operating a mission-critical environment—data center planning and
information technology relocation. Our data collection solution ON SITE PHYSICAL
INVENTORYTM, and
the services offered by us in conjunction with ON SITE PHYSICAL
INVENTORYTM
are perfectly matched to the needs of Forsythe’s customer’s, for whom they
(Forsythe) are either planning a new data center, expanding an existing data
center or moving a data center to a new location. In the current environment of
corporate acquisitions and downsizing, the services offered by Forsythe and in
turn complimented by our offerings are well suited for these
purposes. We have concluded two data collection opportunities with
Forsythe.
Total
Site Solutions, Inc. (TSS) specializes in providing a single source solution for
companies requiring highly technical facility integration and precision project
execution for mission-critical facilities. ISA’s data collection
solution ON SITE PHYSICAL
INVENTORYTM
and the services offered by us in conjunction with ON SITE PHYSICAL
INVENTORYTM
are perfectly matched to the needs of Total Site Solutions’
customers. We have entered into an agreement with TSS and have begun
data collection services for two TSS clients.
BUSINESS
CYCLES
Since
many of our customers are large organizations or quasi-governmental entities, we
may experience increasingly longer sales and collection cycles.
CUSTOMERS
We
provide our solutions to customers in a variety of industries, including:
healthcare, public authorities, and financial services sectors.
The
services provided vary depending upon the needs of the customer and the solution
concerned. We collect service fees for implementation and training,
and support and maintenance fees. The criteria used to select the
customers listed in the business section and other sections of the document are
based on their prominence within their industry, such as Northrop Grumman,
General Electric and Comcast Communications. We do not list companies
based upon any specific amount of revenue derived or whether or not they are
currently active clients, but rather we have selected these clients based upon
the scope of the consulting engagement. This approach provides us
with clients from various industries as this sometimes becomes crucial to a
prospect in their vendor selection process.
We began
our relationship with General Electric in 2008. We began by providing
data center audit services. This was followed by providing data
collection services. In September, 2008 GE purchased one of the first
licenses for OSPI and all the related handheld devices and support
services.
SALES AND
MARKETING
We market
our services primarily through referrals from companies with whom ISA has either
a reseller’s agreement in place, is authorized to provide consulting service to
their client’s, or both.
Potential
customers are identified through direct contact, responses to requests for
information, attendance at trade shows and through industry
contacts. We principally focus on professionals and ongoing lead
generation through our partner relationships and their VAR (Valued Added
Reseller) program referrals.
We use
reference customers to assist us in our marketing efforts, both through direct
contact with potential customers and through site branding and case
studies. We also rely on our co-marketing partners to assist in our
marketing efforts.
Our
strategic alliance agreement with Rubicon will create an opportunity to begin
marketing, initially in the United Kingdom through current Rubicon clients and
then eventually throughout Europe.
TECHNOLOGY
PLATFORM
As Valued
Added Resellers, Information Systems Associates, Inc. has sought out and
identified those solutions that are based upon proven technology platforms and
contain the desired functionality to meet or exceed its client’s
expectations.
Our
partner’s technology platform are based on Microsoft core applications,
including the Windows operating system and a SQL server and/or Oracle relational
database, all residing on scaleable hardware. The software is
constructed using HTML and XML framework and resides on N-tier architecture as
well as proprietary solutions.
ISA is
the developer and at this time the exclusive marketer and distributor of ON SITE PHYSICAL
INVENTORY™. Our activities
as a VAR (Value Added Reseller) are best described as being authorized to resell
a partner’s software solution as well as being certified to implement the
solution on the client’s hardware and to deliver training in the use and
operation of the software application.
RESEARCH
AND DEVELOPMENT
Based on
the relative pricing and functionality of products available in the marketplace
today, we believe that the opportunity exists for ISA to develop software to
compete in a segment of the industry. We believe that this segment is
defined as any technology infrastructure (a/k/a data centers) whose size (raised
floor area) is less than twenty-five thousand square feet in
size. Therefore, we have focused our software development and
technology efforts on the development of our proprietary software
offerings.
Our
initial software development and technology efforts will be aimed at the
defining the core functionality elements of our software application (ON SITE PHYSICAL
INVENTORYTM),
the features and functionality of the follow-up release, the development of new
software components, and the integration of superior third party technology into
our environment. Production involves the development of reusable
applications to reduce programming time and costs for customer
implementations.
The
strategic alliance agreement with Rubicon has allowed for the rewrite of ON SITE PHYSICAL
INVENTORYTM,
version 2, on budget and within the prescribed time frame. This relationship
will also provide more favorable pricing for future software
development. ON SITE
PHYSICAL INVENTORYTM,
version 2 became available December 1, 2009
COMPETITION
The
market for each solution comprising our asset management suite is intensely
competitive. Many of the companies we compete with have much greater
financial, technical, research and development resources than us.
The
system integration consulting field is comprised of many categories of
specialties. There are integrators who specialize in software
integration by industry (automotive, manufacturing, pharmaceutical, defense,
etc.) and therefore are not considered to be competitors. Our primary
competitors in this space are the other Value Added Resellers representing the
same products as Information Systems Associates. The relationship
with the vendor (software developers) is crucial in gaining an edge on the
competition. This relationship is usually strengthened by such
factors as the client relationships that the Value Added Reseller already has in
place as well as the Value Added Resellers ability to successfully implement and
maintain the vendor’s solution to the vendor’s satisfaction. We
believe that Information Systems Associates has developed strong relationships
with the solution vendors that it represents which in turn has and will continue
to provide Information Systems Associates with sales of its consulting service
offerings. We at Information Systems Associates believe that the
foundation for this relationship is built upon trust.
The data
collection services field has been in existence for many industries for
years. The idea of hiring outside companies to conduct inventories of
corporate data centers is not new either. There are many vendors in
this space today that are using techniques that employ the use of text based
list or a formatted spread sheet. Information Systems Associates has
developed a data collection process for IT assets that employs real time data
validation combined bar code scanning which as best as can be determined is
unique in the industry. The major importance of this approach is that
the data exported (extracted) from Information Systems Associates’ data
collection application has been validated and is available to be imported into
the client’s asset management solution. This saves a significant
amount of time (could be days or even weeks) in researching errors that are
uncovered by the application at the time of the data import.
To become
more competitive, we will need to make investments in new product development
and improve our market visibility and financial situation. A prime example of
this investment is ON SITE
PHYSICAL INVENTORYTM,
version 2 which will provide a cost efficient solution.
Although
we offer a broad range of asset network and facilities management solutions as
Value Added Resellers, we face significant competition in each of the component
product areas from the following companies:
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Enterprise asset management –
related solutions – ShowRack, Nlyte, Visio
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Facilities
Management – related solutions – Archibus
In
addition, we face competition from organizations that use in-house developers to
develop solutions for certain elements of the asset management.
ISA
considers data collection and the software it has developed to perform these
services ON SITE PHYSICAL
INVENTORYTM
to be one of the two areas of focus for our business. It is the
intent of ISA management to promote the software as the practical solution to
the specific problems encountered during the data collection process for IT
(Information Technology) assets. The promotion of the product and
services will occur through marketing via industry trade show exhibition as well
as mailings to a targeted audience.
ISA
competes for business based on the recommendations of the software vendors for
whose product solutions our data collection software is
compatible. At the present time, ON SITE PHYSICAL
INVENTORYTM
is compatible with two vendor’s solution; VISTA500 by Aperture Technologies,
Inc. and RACKWISE DCM by Visual Network Design. ISA believes that its
current pricing structure combined with the extensive number of data validation
processes included in its product make it very competitive. In a
recent trade show at which we exhibited in San Francisco, ISA was the only
vendor offering a data collection solution. The vast majority of data
collection services in existence are focused on the retail
industry. Of the competitors that we have been able to identify, our
research has not produced any information that would lead us to believe that the
competitors can provide the same level of quality services that ISA is capable
of delivering with its software solution.
Visual
Network Design does not assign exclusive geographical areas to Value Added
Resellers as this would limit the VAR’s potential as it relates to the sale of
software and services. ISA in now being actively engaged by Visual
Network Design to deliver consulting services to its customers (solution
installation, data load and training) and plans to offer a “turnkey” service to
their clients in which ISA provides the IT asset data collection, RACKWISE DMC
software installation, data import (using the data collected previously) and
client training in the use of the RACKWISE DMC software. ISA is
training an additional resource for this purpose and intends to make this
resource exclusive to Visual Network Design. ISA and VND management
has had several discussions regarding the role that ISA will play in supporting
Visual Network Design’s deployment of RACKWISE DCM.
RESULTS OF OPERATIONS FOR
THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009
The
following discussion should be read in conjunction with the financial statements
include in this report and is qualified in its entirety by the
foregoing.
FORWARD
LOOKING STATEMENTS
Certain
statements in this report, including statements of our expectations, intentions,
plans and beliefs, including those contained in or implied by “Management’s
Discussion and Analysis” and the Notes to Financial Statements, are
“forward-looking statements”, within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended (the “”Exchange Act”), that are
subject to certain events, risks and uncertainties that may be outside our
control. The words “believe”, “expect”, “anticipate”, “Optimistic”,
“intend”’ “will”, and similar expressions identify forward-looking
statements. Readers are cautioned not to place undue reliance on
these forward-looking statements which speak only as of the date on which they
are made. We undertake no obligation to update or revise any
forward-looking statements.
These
forward-looking statements include statements include statements of management’s
plans and objectives for our future operations and statements of future economic
performance, information regarding our expansion and possible results from
expansion, our expected growth, our capital budget and future capital
requirements, the availability of funds and our ability to meet future capital
needs, the realization of our deferred tax assets, and the assumptions described
in this report underlying such forward-looking statements. Actual
results and developments could differ materially from those expressed in or
implied by such statements due to a number of factors, including, without
limitation, those described in the context of such forward-looking
statements.
CRITICAL
ACCOUNTING POLICIES
Revenue
recognition
We
recognize revenue in accordance with ASC 605-10 “Revenue Recognition” and ASC
605-25 “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
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 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 these 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 March 31,
2010.
Property, Plant, 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 depreciation are eliminated from the accounts and
any gain or loss resulting from their disposal is included in the statement of
operations.
We
recognize 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 fir value of the assets.
Software Development
Costs
The
Company accounts for costs incurred to develop computer software for internal
use in accordance with FASB Accounting Standards Codification 350-40
“Internal-Use Software”. As required by ASC 350-40, we capitalize the
costs incurred during the application development state, 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
INVENTORYTM”
software (OSPI) was complete, we 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 cost, warranty and service obligations, and installation cost, 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.
On
December 1, 2009, the Company released Version 2 of the “ON SITE PHYSICAL
INVENTORYTM”
software (OSPI) for sale in the marketplace. The Company accounts for
internally produced software with FASB Accounting Standard Codification 985-20
“Cost of Software To Be Sold, Leased, or Otherwise Marketed”. Costs
were capitalized when the second version was established as technically feasible
and will be written off on a straight line method over the estimated useful
life.
Revenues
Gross
revenues were $256,154 and $199,084 for the three months ended March 31, 2010
and 2009, respectively. The increase in current period was due
primarily to the increased sale of professional services, maintenance contracts
and time and materials arrangements primarily to two new customers.. We
recognize professional services revenue, which includes installation, training,
consulting and engineering services, upon delivery of the services.
Income /
Loss
We had a
net loss of $209,621 and $206,439 from operations for the three months ended
March 31, 2010 and 2009 respectively. We have begun the amortization
of the Software Development Costs. This will add to Company overhead in the near
future. We have also needed to take on additional administrative costs in order
to position sales growth for the balance of 2010. In addition, there can be no
assurance that we will achieve or maintain profitability or that our revenue
growth can be sustained in the future.
Expenses
Operating
expenses for the three months ended March 31, 2010 and 2009 were $466,305 and
$404,809, respectively. The high operating expenses during 2010 were
due primarily to administrative and general expenses, which were $167,411 and
$60,194 for the three months ended March 31, 2010 and 2009
respectively.
Income
Taxes
There was
no income tax benefit or expense recorded for the three months ended March 31,
2010 and 2009.
Impact of
Inflation
We
believe that inflation has had a negligible effect on operations during the
three months ended March 31, 2010 and 2009. We believe that we can
offset inflationary increases in the cost of revenue by increasing revenue and
improving operating efficiencies.
Liquidity and Capital
Resources
Cash
flows used in operations were $64,262 and $53,220 during the three months ended
March 31, 2010 and 2009. Cash flows used in operations during the three months
ended March 31, 2010 were primarily attributable to a net loss of $209,621, the
increase in accounts receivable of $82,081 and partially offset with an increase
in accounts payable of $108,105 and issuance of stock for services of
$82,062. Cash flows used in operations during the three months ended March
31, 2009 were primarily attributable to a net loss of $206,439 the increase in
accounts receivable by $53,515 and partially offset by the issuance of stock for
services of $210,313.
Cash
flows used in investing activities were $666 and $93,002 during the three months
ended March 31, 2010 and 2009. Cash flows used in investing activities in 2010
were attributable to the purchase of equipment. Cash flows used in investing
activities in 2009 were attributable to $86,507 in costs incurred for software
development and web page design and $6,495 for the purchase of
equipment
Cash
flows provided by financing activities were $49,671 and $0 the three months
ended March 31, 2010 and 2009. Cash flows provided by financing activities were
attributable to additional borrowing on the line of credit and borrowing from a
shareholder. There were no cash flows from financing activities for the three
months ended March 31, 2009.
We had
cash on hand of $5,790 and net working capital of $5,393 as of March 31,
2010. If the projected revenues fall short of needed capital we may
not be able to sustain our capital needs. Our current level of
operations would require additional capital to sustain operations through year
2010. Modifications to our business plans may require additional
capital for us to operate. For example, if we want to offer a greater
number of products or increase our marketing efforts, we may need additional
capital. Failure to raise capital may result in lower revenues and
market share for us. In addition, there can be no assurance that
additional capital will be available to us when needed or available on terms
favorable to us.
Demand
for the products and services will be dependent on, among other things, market
acceptance of our services, the computer software market in general, and general
economic conditions, which are cyclical in nature. Inasmuch as a
major portion of our activities is the receipt of revenues from services
rendered, our business operations may be adversely affected by our competitors
and prolonged recession periods.
Our
success will be dependent upon implementing our plan of operations and the risks
associated with our business plan.
No
significant amount of our trade payables has been unpaid within the stated trade
term. We are not subject to any unsatisfied judgments, liens or
settlement obligations.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The
information to be reported under this item is not required of smaller reporting
companies.
ITEM 4T. CONTROLS AND
PROCEDURES
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DISCLOSURE CONTROLS AND
PROCEDURES
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Our
management, including our Principal Executive Officer and Principal
Financial Officer, has evaluated the design, operation, and effectiveness
of our disclosure controls and procedures pursuant to Rule 13a-15 under
the Securities Exchange Act of 1934 (the “Exchange Act”). There
are inherent limitations to the effectiveness of any system of disclosure
controls and procedures, including the possibility of human error and the
circumvention or overriding of the controls and
procedures. Accordingly, even effective disclosure controls and
procedures can only provide reasonable assurance of achieving their
control objectives. Based upon the evaluation performed by our
management, including its Principal Executive Officer and Principal
Financial Officer, it was determined that, as of the end of the period
covered by this quarterly report, our disclosure controls and procedures
were effective to provide reasonable assurance that information required
to be disclosed in the reports filed or submitted pursuant to the Exchange
Act is recorded, processed, summarized, and reported within the time
periods specified in the rules and forms of the SEC, and that such
information is accumulated and communicated to our management, including
its Principal Executive Officer and Principal Financial Officer, or
persons performing similar functions, as appropriate to allow timely
decisions regarding disclosures
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Changes in Internal Control
Over Financial Reporting
Our
Principal Executive Officer and Principal Financial Officer have determined
that, during the period covered by this quarterly report, there were no changes
in our internal control over financial reporting that materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting. They have also concluded that there were no significant
changes in our internal controls after the date of the evaluation.
PART
II. OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
From time
to time we are involved in legal proceedings arising in the ordinary course of
our business. On April 24, 2009, Phuture World, Inc. filed a complaint in the
case captioned Phuture World, Inc. v. Information Systems Associates, Inc. and
Joseph Coschera, Case No. 562009 CA 3086, 19th Judicial Circuit in and for St.
Lucie County Florida. Phuture World alleges that the Company and its
President breached the terms of a certain software development contract, and it
seeks damages in excess of $15,000. The Company terminated the software
contract at issue in the case prior to the filing of the case, and it no longer
uses the services of Phuture World. The Company is contesting this lawsuit
and believes that it has defenses to the claims made by Phuture World and that
the allegations made against the President, who acted at all time on the
Company's behalf in dealing with the plaintiff, are frivolous. The Company
intends to vigorously defend itself and believes that it has damage claims of
its own that it intends to pursue against Phuture World for Phuture World's
failure to provide the software required under the contract between Phuture
World and the Company. The Company believes that the outcome of this
lawsuit will not have a material adverse effect on our financial condition, cash
flows or results of operations.
ITEM
1A. RISK FACTORS
Information
regarding risk factors appears in Part I, “Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of Operations” under
the captions “General Description of Business” and “Cautionary Note Regarding
Forward-Looking Statements” contained in this Quarterly Report on Form 10-Q and
in “Item 1A. RISK FACTORS” of our 2009 Annual Report on Form
10-K. There have been no material changes from the risk factors
previously disclosed in our 2009 Annual Report on Form 10-K.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM
5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Reports on Form 8-K
filed
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, there
unto duly authorized.
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Information
Systems Associates, Inc.
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Date:
May 17, 2010
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By:
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/s/ Joseph P.
Coschera
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Joseph
P. Coschera
Chief
Executive Officer
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Date:
May 17, 2010
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By:
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/s/ Michael R. Hull
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Michael
R. Hull
Chief
Financial Officer
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