UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549


_________________





FORM 10-K





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

For the fiscal year ended December 31, 2009ORo
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from___________, to _____________





Commission file number: 333-138059





Isdera North America, Inc.


(Exact name of registrant as specified in charter)





NEVADA

11-288589(State or Other jurisdiction of Incorporation or

Organization)

(I.R.S. Employer Identification No.)





Room 9B Block 1, Xintuo Garden No.1 Street, Shixia Bei, Futian District


Shenzhen, P.R. China 518000


(Address of Principal Executive Offices, including zip code.)





(86) 137-2373-7042


(Registrant’s Telephone Number, Including Area Code)





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


Securities registered pursuant to Section 12(g) of the Act:                    Common Stock, $.0001 par value





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes o  Nox





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act:  Yes o  Nox





Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 day.YesxNo o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding twelve months (or for such shorter time that the registrant was required to submit and post such files).  Yes  ̈  No  ̈











Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 if the Exchange Act.





Large Accelerated filer
o

Accelerated filer oNon-accelerated filer
o

Smaller reporting companyx(Do not check if a smaller reporting company)





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yesx No o





The aggregate market value of the registrant’s voting common stock held by non-affiliates as of March 31, 2009 based upon the closing price reported for such date on the OTC Bulletin Board was US$ 0.





The company had a total of 4,284,400 shares outstanding as of March 29, 2010.











TABLE OF CONTENTS





PAGEPART IITEM 1.

BUSINESS.
1ITEM 1A.

RISK FACTORS
1ITEM 1B.

UNRESOLVED STAFF COMMENTS
2ITEM 2.

PROPERTIES.
2ITEM 3.

LEGAL PROCEEDINGS.
2ITEM 4.

RESERVED
2PART IIITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES.
2ITEM 6.

SELECTED FINANCIAL DATA.
3ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
3ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
7ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
7ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
7ITEM 9A (T).

CONTROLS AND PROCEDURES
7ITEM 9B.

OTHER INFORMATION.
9PART IIIITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
10ITEM 11.

EXECUTIVE COMPENSATION.
12ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
12ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
13ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.
13PART IV.ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
14










Forward-Looking Statements





We have included and from time to time may make in our public filings, press releases or other public statements, certain statements, including, without limitation, those under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7. In some cases these statements are identifiable through the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would,” and similar expressions. You are cautioned not to place undue reliance on these forward-looking statements. In addition, our management may make forward-looking statements to analysts, investors, representatives of the media and others. These forward-looking statements are not historical facts and represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and beyond our control.











PART I





ITEM 1.BUSINESS





Business Overview





Isdera North America, Inc. (“We,” “Our,” “Isdera,” or the “Company”) is a Nevada corporation (formerly a New York corporation) in the development stage and has not commenced operations. We were incorporated under the laws of the State of New York on October 20, 1987. Our original business plan was to market and sell, in North America, high end automobiles and products produced by the German automaker Isdera GMBH. We had no formal or direct link to Isdera GMBH, other than a verbal agreement to receive commissions on the automobiles that we sell. The business was discontinued on about October 6, 1997, and remained dormant until August 9, 2006. As of August 9, 2006, we re-entered the development stage and raised capital through a private placement of common stock with the purpose of starting a similar business. However, the Company has yet to begin operations and will remain in a dormant state until management of the Company determines a new direction.





On October 4, 2007, Cosell Investments, Ltd. (the “Buyer”), and two stockholders of the Company, Kingsgate Development, Ltd. and Eastern Glow Investment, Ltd. (collectively, the “Sellers”), entered into a Stock Purchase Agreement. Pursuant to the terms and conditions of the Stock Purchase Agreement, the Buyer acquired from the Sellers 1,495,400 shares of common stock of the Company. As a result of the Stock Purchase Agreement, on October 12, 2007, the Buyer acquired approximately 34.9% of the issued and outstanding shares of common stock of the Company directly from the Sellers. Pursuant to the terms and conditions set forth in the Stock Purchase Agreement, immediately following the closing of the transaction to purchase the 1,495,400 shares of common stock of the Company from the Sellers, (i) the Buyers’ nominee, Jing Jiang, was appointed to the Board of Directors, and (ii) Ruediger Albrecht tendered his resignation from the Board of Directors and as an officer of the Company. In addition, Jing Jiang was appointed as the Chairman, Chief Executive Officer, Chief Financial Officer, and Secretary of the Company.





On May 29, 2008, we held a meeting of stockholders, wherein the shareholders approved the following: change of the state of incorporation of the Company from New York to Nevada by merging the Company with and into a newly formed Nevada subsidiary (the “Reincorporation”); amend the Company’s Certificate of Incorporation to increase the authorized common stock, par value $0.001 per share, of the Company from 50,000,000 shares to 500,000,000 shares; and amend the Company’s Bylaws to change the Company’s fiscal year end from June 30 to December 31. On June 16, 2008, we entered into a Plan of Merger with our wholly owned subsidiary Isdera North America, Inc. (a Nevada Corporation) to accomplish the Reincorporation from New York to Nevada.





We currently do not have any business operations. For the near future, the Company will continue in this status.





Employees





Currently, the Company has no employees.





Executive Offices





Our principal executive offices are located at Room 9B Block 1, Xintuo Garden No.1 Street, Shixia Bei, Futian District S henzhen, P.R. China 518000.  Our telephone number is (86) 137-2373-7042.





ITEM 1A. RISK FACTORS





Smaller reporting companies are not required to provide disclosure pursuant to this Item.





1





ITEM 1B. UNRESOLVED STAFF COMMENTS





Smaller reporting companies are not required to provide disclosure pursuant to this Item.





ITEM 2. PROPERTIES.





We do not own any land and buildings.





ITEM 3. L EGAL PROCEEDINGS.





None.





ITEM 4. RESERVED.





PART II





ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES.





Our common stock is quoted through the Over-The-Counter Bulletin Board commencing on July 9, 2007, under the symbol “INAI.OB.” There has not been a trade in our shares of common stock.





Stockholders





As of the close of business on December 31, 2009, there were approximately 47 holders of record of the Company’s common stock. However, we believe that there are additional beneficial owners of our common stock who own their shares in “street name.”





Dividends





We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements, and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends.





Securities authorized for issuance under equity compensation plans





During the period covered by this Report, none of our equity securities were authorized to be issued under any compensation plans (including individual compensation arrangements).





Repurchase of Securities





We did not repurchase any of shares of our common stock during the period covered by this report.





Recent Sales of Unregistered Securities





All equity securities sold by us during the period covered by this Report previously has been included on a Quarterly Report on Form 10-Q or on a Current Report on Form 8-K.





2





Forward-Looking Statements





We have included and from time to time may make in our public filings, press releases or other public statements, certain statements, including, without limitation, those under “Management’s Discussion and Analysis or Plan of Operations” in Part II, Item 7. In some cases these statements are identifiable through the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would,” and similar expressions. You are cautioned not to place undue reliance on these forward-looking statements. In addition, our management may make forward-looking statements to analysts, investors, representatives of the media and others. These forward-looking statements are not historical facts and represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and beyond our control.





ITEM 6. SELECTED FINANCIAL DATA





We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.





ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.





The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto appearing elsewhere in this Form 10-K. The following discussion contains forward-looking statements. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that may cause future results to differ materially from those projected in the forward-looking statements include, but are not limited to, those discussed in “Risk Factors” and elsewhere in this Form 10-K.





Revenue





We are a development company, and have not generated any revenues since re-entering the development stage on August 6, 2006.





Operating Income





We have had no revenues but have incurred general and administrative expenses of $51,802 and $96,104 for the years ended December 31, 2009, and 2008. We had operating losses of $51,802 and $96,104 for the years ended December 31, 2009, and 2008, respectively.





Net (Loss)





During the years ended December 31, 2009, and 2008, the Company had net losses of $51,802 and $96,104, respectively.





Financial Condition





The Company does not have enough cash resources or revenues to cover expenses for the foreseeable future. Without increased revenues or additional capital, it is extremely likely that our sales and marketing plan will not be able to be completed. This would significantly hamper out efforts to enter into the sales niche as and when we would like.





3





Liquidity and Capital Resources





During the years ended December 31, 2009, and 2008, net cash used in operating activities amounted to $52,256 and $71,325, respectively. The net cash used in operating activities primarily resulted from our net losses of $51,806 and $96,104.





Net cash provided by financing activities amounted to $52,256 and $71,325 for the year ended December 31, 2009, and 2008, respectively, which was the advance from our shareholder.





As of December 31, 2009, and 2008, our cash resources amounted to $0 and $0. Current liabilities exceed current assets by $161,906 and $110,104 respectively, and as of December 31, 2009.





Plan of Operations





The original business plan of the Company was to market and sell, in North America, high end automobiles and products produced by the German automaker GMBH. After re-entering the development stage, the Company intended to start a similar business. However, the Company has yet to begin operations and will remain in a dormant state until management of the Company determines a new direction.





There are no known trends, events or uncertainties that have or are reasonably likely to have a material impact on the Company’s short-term or long-term liquidity, other than the inability to sell lour products and services.





The Company does not expect to significantly increase its employees in the next fiscal year.





The Company has never filed for Bankruptcy protection.





Off-Balance Sheet Arrangements





We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.





Significant Accounting Policies





In March 2008, the FASB issued FASB Statement No. 161, (FASB ASC 815) “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement 133.”  SFAS No. 161 (FASB ASC 815) enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures regarding how:  (a) an entity uses derivative instruments; (b) derivative instruments and related hedged items are accounted for under FASB No. 133, “Accounting for Derivative Instruments and Hedging Activities”; and (c) derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.  Specifically, SFAS No. 161 (FASB ASC 815) requires:





·
disclosure of the objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation;


·
disclosure of the fair values of derivative instruments and their gains and losses in a tabular format;


·
disclosure of information about credit-risk-related contingent features;


·
and cross-reference from the derivative footnote to other footnotes in which derivative-related information is disclosed.





SFAS No. 161 (FASB ASC 815) is effective for fiscal years and interim periods beginning after November 15, 2008.  Earlier application is encouraged.  The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.





4





On May 9, 2008, the FASB issued FASB Statement No. 162, (FASB ASC 105) “The Hierarchy of Generally Accepted Accounting Principles.”  SFAS No. 162 (FASB ASC 105) is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (“GAAP”) for nongovernmental entities.





Prior to the issuance of SFAS No. 162 (FASB ASC 105), GAAP hierarchy was defined in the American Institute of Certified Public Accountants (“AICPA”) Statement on Auditing Standards (“SAS”) No. 69, “The Meaning of Present Fairly in Conformity with Generally Accept Accounting Principles.”  SAS No. 69 has been criticized because it is directed to the auditor rather than the entity.  SFAS No. 162 (FASB ASC 105) addresses these issues by establishing that the GAAP hierarchy should be directed to entities because it is the entity (not the auditor) that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP.





The sources of accounting principles that are generally accepted are categorized in descending order as follows:





a.
FASB Statements of Financial Accounting Standards and Interpretations, FASB Statement 133 Implementation Issues, FASB Staff Positions, and American Institute of Certified Public Accountants (AICPA) Accounting Research Bulletins and Accounting Principles Board Opinions that are not superseded by actions of the FASB.





b.
FASB Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and Accounting Guides and Statements of Position.





c.
AICPA Accounting Standards Executive Committee Practice Bulletins that have been cleared by the FASB, consensus positions of the FASB Emerging Issues Task Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts (EITF D-Topics).





d.
Implementation guides (Q&As) published by the FASB staff, AICPA Accounting Interpretations, AICPA Industry Audit and Accounting Guides and Statements of Position not cleared by the FASB, and practices that are widely recognized and prevalent either generally or in the industry.





SFAS No. 162 (FASB ASC 105) is effective 60 days following the SEC’s approval of the Public Company Accounting   Oversight Board amendment to its authoritative literature.  It is only effective for nongovernmental entities; therefore, the GAAP hierarchy will remain in SAS 69 for state and local governmental entities and federal governmental entities.  The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.





On May 26, 2008, the FASB issued FASB Statement No. 163, (FASB ASC 944) “Accounting for Financial Guarantee Insurance Contracts.”  SFAS No. 163 (FASB ASC 944) clarifies how FASB Statement No. 60, “Accounting and Reporting by Insurance Enterprises” (“SFAS No. 60”), applies to financial guarantee insurance contracts issued by insurance enterprises, including the recognition and measurement of premium revenue and claim liabilities.  It also requires expanded disclosures about financial guarantee insurance contracts.





The accounting and disclosure requirements of SFAS No. 163 (FASB ASC 944) are intended to improve the comparability and quality of information provided to users of financial statements by creating consistency.  Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under SFAS No. 60, “Accounting and Reporting by Insurance Enterprises.”  That diversity results in inconsistencies in the recognition and measurement of claim liabilities because of differing views about when a loss has been incurred under FASB Statement No. 5, “Accounting for Contingencies” (“SFAS No. 5”).  SFAS No. 163 (FASB ASC 944) requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation.  It also requires disclosure about (a) the risk-management activities used by an insurance enterprise to evaluate credit deterioration in its insured financial obligations and (b) the insurance enterprise’s surveillance or watch list.





5





SFAS No. 163 (FASB ASC 944) is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years, except for disclosures about the insurance enterprise’s risk-management activities.  Disclosures about the insurance enterprise’s risk-management activities are effective the first period beginning after issuance of SFAS No. 163 (FASB ASC 944).  Except for those disclosures, earlier application is not permitted.  The management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.





On May 22, 2009, the FASB issued FASB Statement No. 164, (FASB ASC 958) “Not-for-Profit Entities: Mergers and Acquisitions”.  SFAS No. 164 (FASB ASC 958) is intended to improve the relevance, representational faithfulness, and comparability of the information that a not-for-profit entity provides in its financial reports about a combination with one or more other not-for-profit entities, businesses, or nonprofit activities.  To accomplish that, this Statement establishes principles and requirements for how a not-for-profit entity:





a.
Determines whether a combination is a merger or an acquisition.


b.
Applies the carryover method in accounting for a merger.


c.
Applies the acquisition method in accounting for an acquisition, including determining which of the combining entities is the acquirer.


d.
Determines what information to disclose to enable users of financial statements to evaluate the nature and financial effects of a merger or an acquisition.





This Statement also improves the information a not-for-profit entity provides about goodwill and other intangible assets after an acquisition by amending FASB Statement No. 142, Goodwill and Other Intangible Assets, to make it fully applicable to not-for-profit entities.





SFAS No. 164 (FASB ASC 958) is effective for mergers occurring on or after December 15, 2009, and acquisitions for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2009.  Early application is prohibited.  The management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.





On May 28, 2009, the FASB issued FASB Statement No. 165, (FASB ASC 855) “Subsequent Events.”  SFAS No.  165 (FASB ASC 855) establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.  Specifically, Statement 165 (FASB ASC 855) provides:





1.
The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements.


2.
The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements.


3.
The disclosures that an entity should make about events or transactions that occurred after the balance sheet date.





In accordance with this Statement, an entity should apply the requirements to interim or annual financial periods ending after June 15, 2009.  The adoption of this pronouncement did not have a material impact on the financial statements of the Company.





6





In June 2009, the FASB issued FASB Statement No. 166, (FASB ASC 860) “Accounting for Transfers of Financial Assets- an amendment of FASB Statement No, 140.”  SFAS No. 166 (FASB ASC 860) is a revision to SFAS No. 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities” and will require more information about transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transfer financial assets.  It eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures.





This statement is effective for financial asset transfers occurring after the beginning of an entity's first fiscal year that begins after November 15, 2009.  The management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.





In June 2009, the FASB issued FASB Statement No. 167, (FASB ASC 810) "Amendments to FASB Interpretation No. 46(R).”  SFAS No. 167 (FASB ASC 810) amends certain requirements of FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities” and changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated.  The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance.




This statement is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009.  The management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.





In June 2009, the FASB issued FASB Statement No. 168, (FASB ASC 105) "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162.”  SFAS No. 168 (FASB ASC 105) establishes the FASB Accounting Standards Codification (the "Codification") to become the single official source of authoritative, nongovernmental U.S. generally accepted accounting principles (“GAAP”).  The Codification did not change GAAP but reorganizes the literature.





SFAS No. 168 (FASB ASC 105) is effective for interim and annual periods ending after September 15, 2009.  The adoption of this pronouncement did not have a material impact on the financial statements of the Company.




ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Smaller reporting companies are not required to provide disclosure pursuant to this Item.





ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.





The financial statements of the Company are included following the signature page to this Form 10-K.





ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.





Davis Accounting Group P.C. is our registered independent auditor. During the period covered by this report there have not been any changes in or disagreements with accountants on accounting and financial disclosure or any other matter.





ITEM 9A.(T) CONTROLS AND PROCEDURES





(a) Evaluation of Disclosure Controls and Procedures





We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our CEO, who serves as our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.





7





As required by Rules 13a-15 and 15d-15 under the Exchange Act, the CEO carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, 2009. Based upon her evaluation, the CEO concluded that the Company’s disclosure controls and procedures were not effective.





There has been no change in the Company’s internal control over financial reporting that occurred in the fourth quarter ended December 31, 2009, that has materially affected, or is reasonably likely to affect, the Company’s internal control over financial reporting.





(b) Management’s Annual Report on Internal Control over Financial Reporting





The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act and for assessing the effectiveness of internal control over financial reporting.As defined by the Securities and Exchange Commission (Rule 13a-15(f) under the Exchange Act of 1934, as amended), internal control over financial reporting is a process designed by, or under the supervision of the Company’s principal executive and principal financial officers and effected by its Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements in accordance with U.S. generally accepted accounting principles.





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





Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2009.  In making its assessment of internal control over financial reporting, management used the criteria established in Internal Control — Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission.  This assessment included an evaluation of the design of the Company’s internal control over financial reporting and testing of the operational effectiveness of those controls.  Based on the results of this assessment, management has concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2009.





Management is aware that there is a lack of segregation of duties due to the small number of employees dealing with general administrative and financial matters. However, at this time, management has decided that taking into account the abilities of the employees now involved, the control procedures in place and its awareness of the issues presented, the risks associated with such lack of segregation are low and the potential benefits of additional employees to clearly segregate duties do not justify the substantial expenses associated with such increases.  Management will periodically reevaluate this situation, and report to the registered public accounting firm of the Company about this condition.  We have identified the following material weaknesses:





1.
As of December 31, 2009, we did not maintain effective controls over the control environment.  Specifically, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 207(d)(5)(ii) of Regulation S-B.  Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.




8





2.
As of December 31, 2009, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.





Because of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2009, based on the criteria established in “Internal Control-Integrated Framework” issued by COSO.





This Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this Annual Report on Form 10-K.





(c) Changes in Internal Control over Financial Reporting





There were no changes in the Company’s internal control over financial reporting that occurred during the fourth quarter of the year ended December 31, 2009 that have materially affected, or that are reasonably likely to materially affect,  the Company’s internal control over financial reporting.





ITEM 9B.OTHER INFORMATION





There is no information required to be disclosed in a report on Form 8-K during the fourth quarter of the fiscal year covered by this Form 10-K but not reported.





9





PART III





ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.





The following table sets forth the name, age and position of each of our officers and Directors as of March 24, 2010.





Name

Age

PositionJing Jiang

28

Chief Executive Officer, Chief Financial Officer, Secretary





Ms. Jiang, born in February 1982, age 28, has been employed as an internal auditor by Shanghai Bao Gang Group Limited from July 2004 until September 2006, where she audited and oversaw the company’s accounting transactions. She was then employed as the director and President by Cosell Investments Limited from February 2007 until present.





Ms. Jiang is a Director with one other reporting company in the United States (Best Care, Inc.). There are no family relationships between Ms. Jiang and the Directors, executive officers, or persons nominated or chosen by the Registrant to become Directors or executive officers. During the last two years, there have been no transactions, or proposed transactions, to which the Registrant was or is to be a party, in which Ms. Jiang (or any member of her immediate family) had or is to have a direct or indirect material interest.





Involvement in Certain Legal Proceedings





To our knowledge, during the past five years, our sole officer and director: has not filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which (s)he was a general partner at or within two years before the time of such filing, or any corporation or business association of which (s)he was an executive officer within two years before the time of such filing; were not convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); were not the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting their respective activities.





Compliance with Section 16 (a) of the Exchange Act





Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us pursuant to Rule 16a-3(e) under the Securities Exchange Act of 1934 during our most recent fiscal year and Forms 5 and amendments thereto furnished to us with respect to our most recent fiscal year, all officers, directors and owners of 10% or more of our outstanding shares have filed all Forms 3, 4 and 5 required by Section 16(a) of the Securities Exchange Act of 1934, as amended; except for a Form 3 from our CEO Jing Jiang.





Code of Ethics





The Company has not yet adopted a code of ethics to apply to its principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions. The Company expects to prepare a Code of Ethics in the near future.





Meetings of Our Board of Directors





Our Board of Directors did not hold any meetings during the period covered by this Report. Various matters were approved by consent resolution, which in each case was signed by each of the members of the Board then serving.





10





Committees of the Board Compensation Committee





We do not currently have a compensation committee. Since our common stock is quoted on the OTC Bulletin Board, our Board has no plans or need to establish a compensation committee to determine guidelines for determining the compensation of its executive officers or Directors, who currently serve without compensation. For similar reasons, we have not adopted a written policy for considering recommendations from stockholders for candidates to serve as directors or with respect to communications from stockholders.





Audit Committee





We do not have a separately-designated standing audit committee. The entire Board of Directors performs the functions of an audit committee, but no written charter governs the actions of the Board when performing the functions of what would generally be performed by an audit committee. The Board approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the Board reviews the scope and results of the audit with the registered independent auditors, reviews with management and the registered independent auditors our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the registered independent auditor and the performance of the registered independent auditor.





We intend to establish an Audit Committee and such other committees as may be required when sufficient members and resources are available, and at such time the Company's Board of Directors will establish the Audit Committee. The Audit Committee will have a designated Audit Committee Financial Expert who will be responsible for reviewing the results and scope of the audit, and other services provided by the independent auditors, and review and evaluate the system of internal controls. No final determination has yet been made as to the memberships of these committees or when we will have sufficient members to establish the committees.





Shareholder-Director Communication





We have neither a nominating committee for persons to be proposed as directors for election to the Board of Directors nor a formal method of communicating nominees from shareholders. We do not have any restrictions on shareholder nominations under our certificate of incorporation or by-laws. The only restrictions are those applicable generally under Nevada Corporate Law and the federal proxy rules. Currently the board of directors decides on nominees, on the recommendation of one or more members of the board. None of the members of the board of directors are "independent." The board of directors will consider suggestions from individual shareholders, subject to evaluation of the person's merits. Stockholders may communicate nominee suggestions directly to any of the board members, accompanied by biographical details and a statement of support for the nominees. The suggested nominee must also provide a statement of consent to being considered for nomination. Although there are no formal criteria for nominees, the board of directors believes that persons should be actively engaged in business endeavors, have a financial background, and be familiar with acquisition strategies and money management.





Because the management and director of the Company is the same person, the board of directors has determined not to adopt a formal methodology for communications from shareholders on the belief that any communication would be brought to the board’s attention by virtue of the co-extensive employment.





The Board of Directors does not have a formal policy of attendance of directors at the annual meeting. It does encourage such attendance.





11





ITEM 11. EXECUTIVE COMPENSATION.





Executive Compensation





Shown on the table below is information on the annual and long-term compensation for services rendered to the Registrant in all capacities, for the fiscal years ended December 31, 2009 and 2008, the Company did not pay aggregate compensation to any executive officer in an amount greater than $100,000.





Annual Compensation

Long Term CompensationRestricted



LTIPOther Annual

Stock

Options/

payouts

All OtherName

Title

Year

Salary

Bonus

Compensation

Awarded

SARs (#)

($)

CompensationJing Jiang

CEO, CFO

2009

$
0

0

0

0

0

0

0Secretary

2008

$
0

0

0

0

0

0

0





To date, no compensation has been awarded to, earned by or paid to Ms. Jiang, in her capacity as Chief Executive Officer, Chief Financial Officer, Chairman of the Board, and Secretary of the Company.





Option/SAR Grants





No individual grants of stock options, whether or not in tandem with stock appreciation rights (“SARs”) and freestanding SARs have been made to any executive officer or any director during the period covered by this Report.





Long-Term Incentive Plan Awards





We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance to occur over a period longer than one fiscal year, whether such performance is measured by reference to our financial performance, our stock price, or any other measure.





Compensation of Directors





During the period covered by this Report, the Directors of the Company have not received compensation for serving as Directors, but have been reimbursed for expenses incurred in attending board meetings.





Employment contracts and termination of employment and change-in-control arrangements





We do not have any employment contracts with any of our Directors and officers.





ITEM 12. S ECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.





Security Ownership of Certain Beneficial Owners and Management





The following table sets forth certain information, as of March 24, 2010, concerning shares of common stock of the Company, the only class of its securities that are issued and outstanding, held by (1) each shareholder known by the Company to own beneficially more than five percent of the common stock, (2) each Director of the Company, (3) each executive officer of the Company, and (4) all Directors and executive officers of the Company as a group:




12




Amount and Nature of Beneficial Ownership (1)

Percentage of Common Stock (2)Name and Address of Beneficial OwnerJing Jiang (3)

PO Box 031-114

Shennan Zhong Road

Shenzhen City

PR China 518031

1,495,400

34.9%All directors and executive officers as a group (1 person)

1,495,400

34.9%





(1) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.  Shares of common stock issuable upon the exercise of options or warrants currently exercisable or convertible within 60 days, are deemed outstanding for computing the percentage ownership of the person holding such options or warrants but are not deemed outstanding for computing the percentage ownership of any other person.


Based on 4,284,400 shares of Common Stock outstanding.


Ms. Jiang is the Chief Executive Officer, Chief Financial Officer, Secretary and Director of the Registrant.





ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.





Related Transactions





Except as otherwise disclosed herein or incorporated herein by reference, there have not been any transactions, or proposed transactions, during the last two years, to which the Company was or is to be a party, in which any Director or executive officer of the Company, any nominee for election as a Director, any security holder owning beneficially more than five percent of the common stock of the Company, or any member of the immediate family of the aforementioned persons had or is to have a direct or indirect material interest.





Independent Directors





None.





ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.  MUST SUPPLY INFORMATION FOR THE TWO YEAR PERIOD.





The following represents fees for professional audit services rendered by Davis Accounting Group P.C. (“Davis Accounting”) for the audit of our annual financial statements for the period from January 1, 2009, to December 31, 2009.





Audit Fees





The aggregate fees billed by our registered independent auditors, Davis Accounting Group P.C., for professional services rendered for the audit of our financial statements for the annual year ended December 31, 2009, were $3,000.





13





Audit Related Fees





The aggregate fees billed by our registered independent auditors, Davis Accounting Group P.C., for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements were $5,000 for the annual year ended December 31, 2009.





Tax Fees





Our registered independent auditors did not render any services for tax compliance, tax advice and tax planning during the annual year ended December 31, 2009.





All Other Fees





Our registered independent auditors did not bill us any additional fees that are not disclosed under audit fees, audit related fees, or tax fees in each of the last two calendar years.





Audit Committee Pre-Approval Process, Policies and Procedures





We do not have an Audit Committee. Our registered independent auditors have performed their audit procedures in accordance with pre-approved policies and procedures established by our Board of Directors.





ITEM 15. EXHIBITS.





Exhibit No.

Document Description31.1

Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1

Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002





14





SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 24th day of March, 2010.





ISDERA NORTH AMERICA, INC./s/ Jing JiangJing JiangChief Executive Officer











Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following person on behalf of the Company and in the capacities indicated below and on the dates indicated.





Signatures

Title

Date/s/ Jing JiangJing Jiang

Chief Executive Officer

March 29, 2010





15





ISDERA NORTH AMERICA, INC.


(A DEVELOPMENT STAGE COMPANY)


INDEX TO FINANCIAL STATEMENTS


DECEMBER 31, 2009, AND 2008







Report of Registered Independent Auditors
F-1Financial Statements-Balance Sheets as of December 31, 2009, and 2008
F-2Statements of Operations for the Years Ended December 31, 2009, and 2008,

and the Period from Re-entering the Development Stage Through

December 31, 2009
F-3Statement of Stockholders’ Equity for the Period from Inception Through December 31, 2009
F-4Statements of Cash Flows for Years ended December 31, 2009, and 2008,

and the Period from Re-entering the Development Stage Through

December 31, 2009
F-5Notes to Financial Statements December 31, 2009, and 2008
F-6








REPORT OF REGISTERED INDEPENDENT AUDITORS








To the Board of Directors and Stockholders of


Isdera North America, Inc.:





We have audited the accompanying balance sheets of Isdera North America, Inc. (a Nevada corporation in the development stage) as of December 31, 2009, and 2008, and the related statements of operations, stockholders’ (deficit), and cash flows for each of the two years in the period ended December 31, 2009, and from inception (August 9, 2006) through December 31, 2009.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.





We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.





In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Isdera North America, Inc. as of December 31, 2009, and 2008, and the results of its operations and its cash flows for each of the two years end the period ended December 31, 2009, and from inception (August 9, 2006) through December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.





The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company is in the development stage and has not established any source of revenue to cover its operating costs.  As such, it has incurred an operating loss since inception.  Further, as of December 31, 2009, and 2008, the cash resources of the Company were insufficient to meet its planned business objectives.  These and other factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plan regarding these matters is also described in Note 2 to the financial statements.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.





Respectfully submitted,





/s/ Davis Accounting Group P.C.





Cedar City, Utah,


February 24, 2010.





F-1





ISDERA NORTH AMERICA, INC.


(A DEVELOPMENT STAGE COMPANY)


BALANCE SHEETS (NOTE 2)


AS OF DECEMBER 31, 2009, AND 2008


ASSETS2009


2008Current Assets:Prepaid expenses

$
-


$
-Total current assets


-



-Total Assets

$
-


$
-LIABILITIES AND STOCKHOLDERS’ (DEFICIT)Current Liabilities:Accounts payable – Trade

$
206


$
4,279Accrued liabilities


26,119



22,500Due to related party – Stockholder


135,581



83,325Total current liabilities


161,906



110,104Total liabilities


161,906



110,104Commitments and ContingenciesStockholders’ (Deficit):Common stock, par value $.001 per share, 500,000,000 shares authorized;4,284,400 shares issued and outstanding in 2009 and 2008, respectively


4,284



4,284Additional paid-in capital


167,632



167,632Prior accumulated (deficit)


(53,862
)


(53,862
)(Deficit) accumulated during the development stage


(279,960
)


(228,158
)Total stockholders’ (deficit)


(161,906
)


(110,104
)Total Liabilities and Stockholders’ (Deficit)

$
-


$
-


The accompanying notes to financial statements are an integral part of these balance sheets.





F-2




ISDERA NORTH AMERICA, INC.(A DEVELOPMENT STAGE COMPANY)STATEMENTS OF OPERATIONS (NOTE 2)FOR THE YEARS ENDED DECEMBER 31, 2009, AND 2008,AND THE PERIOD FROM RE-ENTERING THE DEVELOPMENT STAGE(AUGUST 9, 2006) THROUGH DECEMBER 31, 2009Period FromRe-enteringYears Ended


the DevelopmentDecember 31,


Stage Through2009


2008


December 31, 2009Revenues

$
-


$
-


$
-Expenses:General and administrative -Legal fees


35,000



70,011



165,011Accounting and audit fees


8,000



16,000



54,020Consulting fees


-



-



38,545Filling fees


3,628



6,100



10,058Transfer agent fees


5,174



3,793



10,717Other


-



200



400Bank fees


-



-



98Total general and administrative expenses


51,802



96,104



278,849(Loss) from Operations


(51,802
)


(96,104
)


(278,849
)Other (Expense)Interest (expense)


-



-



(956
)Total other (expense)


-



-



(956
)Provision for income taxes


-



-



(155
)Net (Loss)

$
(51,802
)

$
(96,104
)

$
(279,960
)(Loss) Per Common Share:(Loss) per common share - Basic and Diluted

$
(0.01
)

$
(0.02
)Weighted Average Number of Common SharesOutstanding - Basic and Diluted


4,284,400



4,284,400




The accompanying notes to financial statements are an integral part of this statements.




F-3


ISDERA NORTH AMERICA, INC.(A DEVELOPMENT STAGE COMPANY)STATEMENT OF STOCKHOLDERS' (DEFICIT) (NOTE 2)FOR  THE PERIOD FROM RE-ENTERING

THE DEVELOPMENT STAGE (AUGUST 9, 2006) THROUGH DECEMBER 31, 2009 
 (Deficit)AccumulatedAdditional


Prior


During theCommon stock


Paid-in


Accumulated


DevelopmentDescription

Shares


Amount


Capital


(Deficit)


Stage


TotalsBalance - August 9, 2006


100


$
-


$
1,000


$
(53,862
)

$
-


$
(52,862
)Issuance of common stock for cash


39,000



39



1,911



-



-



1,950Net (loss) for the period


-



-



-



-



(88,446
)


(88,446
)Balance - December 31, 2006


39,100



39



2,911



(53,862
)


(88,446
)


(139,358
)Consulting services paid by issued shares


2,995,400



2,995



105,550



-



-



108,545Loan from Director paid by issued shares


1,249,900



1,250



52,568



-



-



53,818Forgiveness of related party loan


-



-



6,603



-



-



6,603-Net (loss) for the period


-



-



-



-



(43,608
)


(43,608
)Balance - December 31, 2007


4,284,400



4,284



167,632



(53,862
)


(132,054
)


(14,000
)Net (loss) for the period


-



-



-



-



(96,104
)


(96,104
)Balance - December 31, 2008


4,284,400



4,284



167,632



(53,862
)


(228,158
)


(110,104
)Net (loss) for the period


-



-



-



-



(51,802
)


(51,802
)Balance - December 31, 2009


4,284,400


$
4,284


$
167,632


$
(53,862
)

$
(279,960
)

$
(161,906
)








The accompanying notes to financial statements are an integral part of these statements.





F-4


ISDERA NORTH AMERICA, INC.(A DEVELOPMENT STAGE COMPANY)STATEMENTS OF CASH FLOWS (NOTE 2)FOR THE YEARS ENDED DECEMBER 31, 2009, AND 2008, AND THE PERIODFROM RE-ENTERING THE DEVELOPMENT STAGE (AUGUST 9, 2006)THROUGH DECEMBER 31, 2009  Period FromRe-enteringYears Ended


The DevelopmentDecember 31,


Stage Through2009


2008


December 31, 2009Operating Activities:Net (loss)

$
(51,802
)

$
(96,104
)

$
(279,960
)Adjustments to reconcile net (loss) to net cash(used in) operating activities:Consulting and professional fees paid by issued shares


-



-



108,545Accrued interest expense paid by issued shares


-



-



956Changes in net assets and liabilities -Accounts payable - Trade


(4,073
)


4,279



206Accrued liabilities


3,619



20,500



26,119Net Cash (Used in) Operating Activities


(52,256
)


(71,325
)


(144,134
)Investing Activities:Cash provided by investing activities


-



-



-Net Cash Provided by Investing Activities


-



-



-Financing Activities:Due to related party - Stockholder


52,256



71,325



208,342Repayment of related party loans - Stockholder


-



-



(67,058
)Issuance of common stock for cash


-



-



1,950Net Cash Provided by Financing Activities


52,256



71,325



143,234Net (Decrease) in Cash


-



-



(900
)Cash - Beginning of Period


-



-



900Cash - End of Period

$
-


$
-


$
-Supplemental Disclosure of Cash Flow Information:Cash paid during the periods for:Interest

$
-


$
-


$
-Income taxes

$
-


$
-


$
-








The accompanying notes to financial statements are an integral part of these statements.




F-5




ISDERA NORTH AMERICA, INC.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2009, AND 2008






(1)           Summary of Significant Accounting Policies





General Organization and Business





Isdera North America, Inc. (“Isdera” or the “Company”) is a Nevada corporation (formerly a New York corporation – see Note 7) in the development stage and has not commenced operations.  The Company was incorporated under the laws of the State of New York on October 20, 1987.  The original business plan of the Company was to market and sell, in North America, high-end automobiles and products produced by the German automaker Isdera GMBH.  The Company has no formal or direct link to Isdera GMBH, other than a verbal agreement to receive commissions on the automobiles that the Company sells.  The business was discontinued on October 6, 1997, and remained dormant until August 9, 2006.  On August 9, 2006, the Company re-entered the development stage and raised capital through a private placement of common stock with the purpose of starting a similar business.  The accompanying financial statements of Isdera were prepared from the accounts of the Company under the accrual basis of accounting.




Cash and Cash Equivalents





For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.





Revenue Recognition





The Company is in the development stage and has yet to realize revenues from operations.  Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.





Loss per Common Share





Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period.  Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  There were no dilutive financial instruments issued or outstanding for the years ended December 31, 2009, and 2008.





F-6





ISDERA NORTH AMERICA, INC.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2009, AND 2008





Income Taxes





The Company accounts for income taxes pursuant to SFAS No. 109, “Accounting for Income Taxes” (“SFAS No. 109”).  Under SFAS No. 109, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes.  The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.





The Company maintains a valuation allowance with respect to deferred tax assets.  The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period.  Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.





Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset.  Any change in the valuation allowance will be included in income in the year of the change in estimate.





Fair Value of Financial Instruments





The Company estimates the fair value of financial instruments using the available market information and valuation methods.  Considerable judgment is required in estimating fair value.  Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange.  As of December 31, 2009, and 2008, the carrying value of the Company’s financial instruments approximated fair value due to the short-term nature and maturity of these instruments.




Deferred Offering Costs





The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed.  At the time of the completion of the offering, the costs are charged against the capital raised.  Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.





Common Stock Registration Expenses





The Company considers incremental costs and expenses related to the registration of equity securities with the Securities and Exchange Commission (“SEC”), whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions.  As such, subsequent registration costs and expenses are reflected in the accompanying financial statements as general and administrative expenses, and are expensed as incurred.





F-7





ISDERA NORTH AMERICA, INC.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2009, AND 2008




Subsequent Events





The management of the Company performs a review and evaluation of subsequent events following the end of each quarterly and annual financial period.  For the year ended December, 2009, the review and evaluation of subsequent events for proper accrual and disclosure was completed through February 24, 2010, which was the date the financial statements were available to be issued.





Estimates





The financial statements are prepared on the basis of accounting principles generally accepted in the United States of America.  The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of December 31, 2009, and 2008, and expenses for the years ended December 31, 2009, and 2008, and the period from re-entering the development stage (August 9, 2006) through December 31, 2009.  Actual results could differ from those estimates made by management.





(2)           Development Stage Activities and Going Concern





The Company is currently in the development stage, and has no operations.





Initial activities of the Company through December 31, 2009, include organization, completion of a capital formation activity to raise $1,950 from the sale of common stock to various stockholders, target market identification, and marketing plans.  The Company completed in early May 2007, an activity to submit a Registration Statement on Form SB-2 to the SEC to register 2,788,600 shares of common stock on behalf of selling stockholders.  The Company will not receive any of the proceeds of this registration activity once the shares of common stock are sold.  The Company intends to conduct additional capital formation activities through the issuance of its common stock to establish sufficient working capital to commence operations.





While management of the Company believes that the Company will be successful in its capital formation and operating activities, there can be no assurance that the Company will be able to raise additional equity capital, or be able to generate sufficient revenues to sustain the operations of the Company.





The accompanying financial statements have been prepared in conformity with accounting principals generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.  The Company has incurred operating losses since inception and the cash resources of the Company are insufficient to meet its planned business objectives.  These and other factors raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.





F-8





ISDERA NORTH AMERICA, INC.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2009, AND 2008





(3)           Common Stock





On January 9, 2007, the Company issued 39,000 shares of common stock in connection with a Private Placement Offering (“PPO”), exempt from registration under the Securities Act of 1933 that was offered by the Company at $0.05 per share of common stock for total proceeds of $1,950.





On January 9, 2007, the Company issued 1,249,900 shares of common stock to a Director and shareholder as repayment of a loan.  (See Note 5 for additional information.)





On January 9, 2007, the Company issued 2,097,200 shares of common stock to satisfy the terms of a Consulting Agreement with Kingsgate Development Ltd. (See Note 6 for additional information.)





On January 9, 2007, the Company issued 898,200 shares of common stock to satisfy the terms of a Consulting Agreement with Eastern Glow Investments, Ltd. (See Note 6 for additional information.)





The Company completed on May 9, 2007, an activity to submit a Registration Statement on Form SB-2 to the Securities and Exchange Commission (“SEC”) and register 2,788,600 shares of common stock on behalf of selling stockholders.  The Company will not receive any of the proceeds of this registration activity once the shares of common stock are sold.  The Company intends to conduct additional capital formation activities through the issuance of its common stock to establish sufficient working capital to commence operations.





On October 4, 2007, Cosell Investments, Ltd. (the “Buyer”), and two stockholders of the Company, Kingsgate Development, Ltd. and Eastern Glow Investment, Ltd. (collectively, the “Sellers”), entered into a Stock Purchase Agreement.  Pursuant to the terms and conditions of the Stock Purchase Agreement, the Buyer acquired from the Sellers 1,495,400 shares of common stock of the Company.  As a result of the Stock Purchase Agreement, on October 12, 2007, the Buyer acquired approximately 34.9 percent of the issued and outstanding shares of common stock of the Company directly from the Sellers.





Pursuant to the terms and conditions set forth in the Stock Purchase Agreement, immediately following the closing of the transaction to purchase the 1,495,400 shares of common stock of the Company from the Sellers, (i) the Buyers’ nominee, Jing Jiang, was appointed to the Board of Directors, and (ii) Ruediger Albrecht tendered his resignation from the Board of Directors and as an officer of the Company, effective as of 10 days after the delivery to the stockholders of the Company of an Information Statement pursuant to Rule 14f.  In addition, Jing Jiang was appointed as the Chairman, Chief Executive Officer, Chief Financial Officer, and Secretary of the Company.





F-9


ISDERA NORTH AMERICA, INC.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2009, AND 2008




4)           Income Taxes





The provision (benefit) for income taxes for the years ended December 31, 2009, and 2008, were as follows (using a 15 percent effective Federal income tax rate):




2009


2008Current Tax Provision:Federal -

$
-


$
-Total current tax provision

$
-


$
-Deferred Tax Provision:Federal -Loss carryforwards

$
(7,770
)

$
6,042Change in valuation allowance


7,770



(6,042
)Total deferred tax provision

$
-


$
-





The Company had deferred income tax assets as of December 31, 2009, and 2008, as follows:


2009


2008Loss carryforwards

$
(50,073
)

$
(42,303
)Less - Valuation allowance


50,073



42,303Total net deferred tax assets

$
-


$
-




The Company provided a valuation allowance equal to the deferred income tax assets for the years ended December 31, 2009, and 2008, because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.





As of December 31, 2009 and 2008, the Company had approximately $333,822 and $282,020, respectively, in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and expire at various times through the year 2029.





(5)           Related Party Transactions





In August 2006, the Company signed a promissory note with Mr. Ruediger Albrecht, the President and Director of Isdera, for $52,862.  The Company borrowed the money from Mr. Albrecht at various times from 1987 through 2006.  The note was dated August 9, 2006, was payable on June 30, 2007, and carried an interest rate of five percent per annum with interest accruing on September 1, 2006.  The promissory note and accrued interest of $956 were satisfied on January 9, 2007, through the issuance of 1,249,900 shares of common stock of the Company.





F-10





ISDERA NORTH AMERICA, INC.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2009, AND 2008





During the year ended December 31, 2007, a former Director and shareholder forgave the Company of a related party debt in the amount of $5,000.  The amount forgiven was recorded as additional paid-in capital.





During the year ended December 31, 2007, a former Director and shareholder forgave the Company of a related party debt in the amount of $1,603.  The amount forgiven was recorded as additional paid-in capital.





As of December 31, 2009, the Company owed to a stockholder $135,581 (2008 - $83,325), that was loaned to the Company.  The loan was provided for working capital purposes, is unsecured, non-interest bearing, and has no terms for repayment.




(6)           Commitments and Contingencies





The Company entered into a one-year Consulting Agreement on August 1, 2006, with Kingsgate Development, Ltd. (a British Virgin Islands Corporation and “Kingsgate”) whereby Kingsgate agreed to assist the Company in becoming publicly traded, by utilizing its skills and by bearing up to $90,000 of registration costs on behalf of the Company.  In exchange for its services, on January 9, 2007, Kingsgate was issued 2,097,200 shares of common stock for a value of $70,000 or $0.033 per share to satisfy this obligation.  At that time, Kingsgate owned 49 percent of the issued and outstanding shares of common stock of the Company





On August 1, 2006, the Company entered into a one-year Consulting Agreement with Eastern Glow Investments, Ltd. (a British Virgin Islands Corporation and “Eastern Glow”) whereby Eastern Glow agreed to assist the Company in becoming publicly traded by utilizing its skills on behalf of the Company as well as a commitment to loan to the Company up to a maximum of $50,000 at an annual interest rate of LIBOR plus 2.5 percent for the marketing plan of the Company.  In exchange for its services, on January 9, 2007, Eastern Glow was issued 898,200 shares of common stock of the Company at $0.043 per share to satisfy this obligation.  At that time, Eastern Glow owned 21 percent of the issued and outstanding shares of common stock of the Company.





(7)           Changes in State of Incorporation, Common Stock, and Year End





On May 2, 2008, the Company filed a Proxy Statement on Schedule 14A with the SEC.  On May 29, 2008, the Company held a meeting of stockholders to vote upon the change of the state of incorporation of the Company from New York to Nevada by merging the Company with and into a newly formed Nevada subsidiary, and to amend the Company’s Certificate of Incorporation to increase the authorized common stock, par value $0.001 per share, of the Company from 50,000,000 to 500,000,000.  The shareholders also voted to amend the Company’s Bylaws to change the Company’s fiscal year end from June 30 to December 31.





F-11





ISDERA NORTH AMERICA, INC.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2009, AND 2008





On June 24, 2008, the Company filed a Current Report on Form 8-K with the SEC and disclosed that on May 29, 2008, the shareholders of the Company approved the changes described above.  The 8-K also disclosed that on June 16, 2008, the Company entered into the Plan of Merger with its wholly owned subsidiary Isdera North America, Inc. (a Nevada Corporation) to accomplish the reincorporation from New York to Nevada.





(8)           Recent Accounting Pronouncements





In March 2008, the FASB issued FASB Statement No. 161, (FASB ASC 815) “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement 133.”  SFAS No. 161 (FASB ASC 815) enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures regarding how:  (a) an entity uses derivative instruments; (b) derivative instruments and related hedged items are accounted for under FASB No. 133, “Accounting for Derivative Instruments and Hedging Activities”; and (c) derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.  Specifically, SFAS No. 161 (FASB ASC 815) requires:





·
disclosure of the objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation;


·
disclosure of the fair values of derivative instruments and their gains and losses in a tabular format;


·
disclosure of information about credit-risk-related contingent features;


·
and cross-reference from the derivative footnote to other footnotes in which derivative-related information is disclosed.





SFAS No. 161 (FASB ASC 815) is effective for fiscal years and interim periods beginning after November 15, 2008.  Earlier application is encouraged.  The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.





On May 9, 2008, the FASB issued FASB Statement No. 162, (FASB ASC 105) “The Hierarchy of Generally Accepted Accounting Principles.”  SFAS No. 162 (FASB ASC 105) is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (“GAAP”) for nongovernmental entities.





Prior to the issuance of SFAS No. 162 (FASB ASC 105), GAAP hierarchy was defined in the American Institute of Certified Public Accountants (“AICPA”) Statement on Auditing Standards (“SAS”) No. 69, “The Meaning of Present Fairly in Conformity with Generally Accept Accounting Principles.”  SAS No. 69 has been criticized because it is directed to the auditor rather than the entity.  SFAS No. 162 (FASB ASC 105) addresses these issues by establishing that the GAAP hierarchy should be directed to entities because it is the entity (not the auditor) that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP.





F-12





ISDERA NORTH AMERICA, INC.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2009, AND 2008





The sources of accounting principles that are generally accepted are categorized in descending order as follows:





a.
FASB Statements of Financial Accounting Standards and Interpretations, FASB Statement 133 Implementation Issues, FASB Staff Positions, and American Institute of Certified Public Accountants (AICPA) Accounting Research Bulletins and Accounting Principles Board Opinions that are not superseded by actions of the FASB.





b.
FASB Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and Accounting Guides and Statements of Position.





c.
AICPA Accounting Standards Executive Committee Practice Bulletins that have been cleared by the FASB, consensus positions of the FASB Emerging Issues Task Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts (EITF D-Topics).





d.
Implementation guides (Q&As) published by the FASB staff, AICPA Accounting Interpretations, AICPA Industry Audit and Accounting Guides and Statements of Position not cleared by the FASB, and practices that are widely recognized and prevalent either generally or in the industry.





SFAS No. 162 (FASB ASC 105) is effective 60 days following the SEC’s approval of the Public Company Accounting   Oversight Board amendment to its authoritative literature.  It is only effective for nongovernmental entities; therefore, the GAAP hierarchy will remain in SAS 69 for state and local governmental entities and federal governmental entities.  The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.





On May 26, 2008, the FASB issued FASB Statement No. 163, (FASB ASC 944) “Accounting for Financial Guarantee Insurance Contracts.”  SFAS No. 163 (FASB ASC 944) clarifies how FASB Statement No. 60, “Accounting and Reporting by Insurance Enterprises” (“SFAS No. 60”), applies to financial guarantee insurance contracts issued by insurance enterprises, including the recognition and measurement of premium revenue and claim liabilities.  It also requires expanded disclosures about financial guarantee insurance contracts.





F-13





ISDERA NORTH AMERICA, INC.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2009, AND 2008


The accounting and disclosure requirements of SFAS No. 163 (FASB ASC 944) are intended to improve the comparability and quality of information provided to users of financial statements by creating consistency.  Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under SFAS No. 60, “Accounting and Reporting by Insurance Enterprises.”  That diversity results in inconsistencies in the recognition and measurement of claim liabilities because of differing views about when a loss has been incurred under FASB Statement No. 5, “Accounting for Contingencies” (“SFAS No. 5”).  SFAS No. 163 (FASB ASC 944) requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation.  It also requires disclosure about (a) the risk-management activities used by an insurance enterprise to evaluate credit deterioration in its insured financial obligations and (b) the insurance enterprise’s surveillance or watch list.





SFAS No. 163 (FASB ASC 944) is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years, except for disclosures about the insurance enterprise’s risk-management activities.  Disclosures about the insurance enterprise’s risk-management activities are effective the first period beginning after issuance of SFAS No. 163 (FASB ASC 944).  Except for those disclosures, earlier application is not permitted.  The management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.





On May 22, 2009, the FASB issued FASB Statement No. 164, (FASB ASC 958) “Not-for-Profit Entities: Mergers and Acquisitions”.  SFAS No. 164 (FASB ASC 958) is intended to improve the relevance, representational faithfulness, and comparability of the information that a not-for-profit entity provides in its financial reports about a combination with one or more other not-for-profit entities, businesses, or nonprofit activities.  To accomplish that, this Statement establishes principles and requirements for how a not-for-profit entity:





a.
Determines whether a combination is a merger or an acquisition.


b.
Applies the carryover method in accounting for a merger.


c.
Applies the acquisition method in accounting for an acquisition, including determining which of the combining entities is the acquirer.


d.
Determines what information to disclose to enable users of financial statements to evaluate the nature and financial effects of a merger or an acquisition.





This Statement also improves the information a not-for-profit entity provides about goodwill and other intangible assets after an acquisition by amending FASB Statement No. 142, Goodwill and Other Intangible Assets, to make it fully applicable to not-for-profit entities.





SFAS No. 164 (FASB ASC 958) is effective for mergers occurring on or after December 15, 2009, and acquisitions for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2009.  Early application is prohibited.  The management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.





F-14





ISDERA NORTH AMERICA, INC.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2009, AND 2008





On May 28, 2009, the FASB issued FASB Statement No. 165, (FASB ASC 855) “Subsequent Events.”  SFAS No.  165 (FASB ASC 855) establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.  Specifically, Statement 165 (FASB ASC 855) provides:





1.
The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements.


2.
The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements.


3.
The disclosures that an entity should make about events or transactions that occurred after the balance sheet date.





In accordance with this Statement, an entity should apply the requirements to interim or annual financial periods ending after June 15, 2009.  The adoption of this pronouncement did not have a material impact on the financial statements of the Company.





In June 2009, the FASB issued FASB Statement No. 166, (FASB ASC 860) “Accounting for Transfers of Financial Assets- an amendment of FASB Statement No, 140.”  SFAS No. 166 (FASB ASC 860) is a revision to SFAS No. 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities” and will require more information about transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transferred financial assets.  It eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures.





This statement is effective for financial asset transfers occurring after the beginning of an entity's first fiscal year that begins after November 15, 2009.  The management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.





In June 2009, the FASB issued FASB Statement No. 167, (FASB ASC 810) "Amendments to FASB Interpretation No. 46(R).”  SFAS No. 167 (FASB ASC 810) amends certain requirements of FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities” and changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated.  The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance.




F-15





ISDERA NORTH AMERICA, INC.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2009, AND 2008





This statement is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009.  The management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.





In June 2009, the FASB issued FASB Statement No. 168, (FASB ASC 105) "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162.”  SFAS No. 168 (FASB ASC 105) establishes the FASB Accounting Standards Codification (the "Codification") to become the single official source of authoritative, nongovernmental U.S. generally accepted accounting principles (“GAAP”).  The Codification did not change GAAP but reorganizes the literature.





SFAS No. 168 (FASB ASC 105) is effective for interim and annual periods ending after September 15, 2009.  The adoption of this pronouncement did not have a material impact on the financial statements of the Company.