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,
      2008ORo
            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.


(Name of
Small Business Issuer in Its 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)




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.Yes o  No x




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  No x




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.Yes x  No o




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. o




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 company x(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).Yes x  No o




The
aggregate market value of the registrant’s voting common stock held by
non-affiliates as of April 15, 2008 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 April 15,
2009.




Transitional
Small Business Disclosure Format (Check One): Yes oNo x









TABLE
OF CONTENTS





PAGEPART
      IITEM
      1.
                        
                        BUSINESS.
                        1ITEM
      1A.
                        
                        RISK
      FACTORS
                        2ITEM
      1B.
                        
                        UNRESOLVED
      STAFF COMMENTS
                        2ITEM
      2.
                        
                        PROPERTIES.
                        2ITEM
      3.
                        
                        LEGAL
      PROCEEDINGS.
                        3ITEM
      4.
                        
                        SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS.
                        3PART
      IIITEM
      5.
                        
                        MARKET
      FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS.
                        3ITEM
      6.
                        
                        SELECTED
      FINANCIAL DATA.
                        4ITEM
      7.
                        
                        MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                        4ITEM
      7A.
                        
                        QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
                        5ITEM
      8.
                        
                        FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA.
                        5ITEM
      9.
                        
                        CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.
                        5ITEM
      9B.
                        
                        OTHER
      INFORMATION.
                        6PART
      IIIITEM
      10.
                        
                        DIRECTORS,
      EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
                        6ITEM
      11.
                        
                        EXECUTIVE
      COMPENSATION.
                        9ITEM
      12.
                        
                        SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS.
                        10ITEM
      13.
                        
                        CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE.
                        10ITEM
      14.
                        
                        PRINCIPAL
      ACCOUNTANT FEES AND SERVICES.
                        10PART
      IV.ITEM
      15.
                        
                        Exhibits,
      Financial Statement Schedules.
                        11










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 1,495,000 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 1,495,000 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.




1




ITEM
1A.    RISK FACTORS





Risk
Factors





Risks
associated with our Common Stock





There
is a limited public market for our common stock.





There is
currently a limited public market for our common stock. Holders of our common
stock may, therefore, have difficulty selling their common stock, should they
decide to do so. In addition, there can be no assurances that such markets will
continue or that any shares of common stock, which may be purchased, may be sold
without incurring a loss. Any such market price of the common stock may not
necessarily bear any relationship to our book value, assets, past operating
results, financial condition or any other established criteria of value, and may
not be indicative of the market price for the common stock in the future.
Further, the market price for the common stock may be volatile depending on a
number of factors, including business performance, industry dynamics, news
announcements or changes in general economic conditions.




Our common stock may be deemed penny
stock with a limited trading market.





Our
common stock is currently quoted on the Over-The-Counter Market on the NASD
Electronic Bulletin Board or in the “pink sheets” maintained by the National
Quotation Bureau, Inc., which are generally considered to be less efficient
markets than markets such as NASDAQ or other national exchanges, and which may
cause difficulty in conducting trades and difficulty in obtaining future
financing. Further, our securities are subject to the “penny stock rules”
adopted pursuant to Section 15 (g) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). The penny stock rules apply to non-NASDAQ
companies whose common stock trades at less than $5.00 per share or which have
tangible net worth of less than $5,000,000 ($2,000,000 if the company has been
operating for three or more years). Such rules require, among other things, that
brokers who trade “penny stock” to persons other than “established customers”
complete certain documentation, make suitability inquiries of investors and
provide investors with certain information concerning trading in the security,
including a risk disclosure document and quote information under certain
circumstances. Many brokers have decided not to trade “penny stock” because of
the requirements of the penny stock rules and, as a result, the number of
broker-dealers willing to act as market makers in such securities is limited. In
the event that we remain subject to the “penny stock rules” for any significant
period, there may develop an adverse impact on the market, if any, for our
securities. Because our securities are subject to the “penny stock rules,”
investors will find it more difficult to dispose of our securities. Further, for
companies whose securities are traded in the Over-The-Counter Market, it is more
difficult: (i) to obtain accurate quotations, (ii) to obtain coverage for
significant news events because major wire services, such as the Dow Jones News
Service, generally do not publish press releases about such companies, and (iii)
to obtain needed capital.




We do not intend to pay dividends on
our common stock.





There are
no plans for paying dividends on common stock in the foreseeable future. We
intend to retain earnings, if any, to provide funds for the operation of our
business. We do not intend to declare or pay any dividends in the foreseeable
future. Therefore there can be no assurance that holders of common stock will
receive any additional cash, stock or other dividends on their shares of common
stock until we have funds, which the Board of Directors determines, can be
allocated to dividends.




ITEM
1B.    UNRESOLVED STAFF COMMENTS




None




ITEM 2.  PROPERTIES.




We do not
own any land and buildings.




2




ITEM
3. LEGAL
PROCEEDINGS.




Neither the Company nor its property is a party to
any pending legal proceeding. The Company’s management does not believe that
there are any proceedings to which any Director, officer, or affiliate of the
Company, any owner of record of beneficially held or owner of more than five
percent (5%) of the Company’s common stock, or any associate of any such
Director, officer, affiliate of the Company, or security holder is a party
adverse to the Company, or has a material interest adverse to the
Company.





ITEM
4. SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS.





On May
29, 2008, at a meeting of our stockholders, stockholders who own 3,175,400
shares of the Company’s common stock, (then representing approximately 74.1% of
the outstanding shares of the Company’s common stock), approved the following
actions: (1) change in the state of incorporation of the Company from New York
to Nevada by merging the Company with and into a newly formed Nevada subsidiary,
pursuant to an agreement and plan of merger; (2) 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 (3)
amend the Company’s Bylaws to change the Company’s fiscal year end from June 30
to December 31.





PART
II





ITEM 5. MARKET FOR COMMON STOCK AND RELATED
STOCKHOLDER MATTERS AND 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, 2008, 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-QSB or on a Current Report on
Form 8-K.




3




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 $96,104
and $43,533 for the years ended December 31, 2008, and 2007. We had operating
losses of $96,104 and $43,533 for the years ended December 31, 2008, and 2007,
respectively.




Net
(Loss)





During
the years ended December 31, 2008, and 2007, the Company had net losses of
$96,104 and $43,608, 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.





Liquidity
and Capital Resources





During
the years ended December 31, 2008, and 2007, net cash used in operating
activities amounted to $71,352 and $(67,102), respectively. The net cash used in
operating activities primarily resulted from our net losses of $96,104 and
$43,608.





Net cash
provided by financing activities amounted to $71,352 and $(67,058) for the year
ended December 31, 2008, and 2007, respectively. The net cash provided resulted
from the related party loan – Director and stockholder in 2008 and repayment of
related party loan in 2007.




4




As of
December 31, 2008, and 2007, our cash resources amounted to $0 and $0. Current
liabilities exceed current assets by $110,104 and $14,000 respectively, and as
of December 31, 2008, our prior accumulated deficit and deficit accumulated
since re-entering the development stage amounted to $53,862 and $228,158,
respectively.




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.




ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




Not
required.




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 interim President, who serves as our principal executive officer
and principal financial officer, as appropriate, to allow timely decisions
regarding required disclosure.




Our CEO
reviewed and evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined by Rule 240.13a-15(e) or
15d-15(e)) of the Exchange Act Rule 13a-15 as of the end of the period covered
by this report.  Based upon this evaluation, our interim President
concluded that, as of the end of such period, our disclosure controls and
procedures were effective as of the end of the fiscal year
covered by this Form 10-K.




5




(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.




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, 2008.  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 effective as of December 31, 2008.




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, 2008 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.





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 April 14, 2009.




Name
                
                Age
                
                PositionJing
      Jiang
                
                26
                
                Chief
      Executive Officer, Chief Financial Officer,
  Secretary




Ms.
Jiang, born in February 1982, age 26, 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.




6




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.




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.





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.




7




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.





Nomination
Committee





Our Board
of Directors does not maintain a nominating committee. As a result, no written
charter governs the director nomination process. Our size and the size of our
Board, at this time, do not require a separate nominating
committee.




8




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, 2007, and from January 1, 2008, through December 31, 2008,
paid by the Company to all individuals serving as the Company’s chief executive
officer or acting in a similar capacity, regardless of compensation level.
During the last completed fiscal year, 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 (#)
                                                      
                                                      ($)
                                                      
                                                      CompensationRuediger
      Albrecht (1)
                                                      
                                                      Former
      President
                                                        CEO,
      CFO
                                                        Chairman
                                                      
                                                      2007
                                                      
                                                      $
                                                      0
                                                      
                                                      0
                                                      
                                                      
                                                      0
                                                      
                                                      0
                                                      
                                                      
                                                      0
                                                      
                                                      0
                                                      
                                                      
                                                      0Jing
      Jiang (2)
                                                      
                                                      Current
                                                      
                                                      2008
                                                      
                                                      $
                                                      0
                                                      
                                                      0
                                                      
                                                      
                                                      0
                                                      
                                                      0
                                                      
                                                      
                                                      0
                                                      
                                                      0
                                                      
                                                      
                                                      0CEO,
      CFO
                                                        Secretary
                                                      
                                                      2007
                                                      
                                                      $
                                                      0
                                                      
                                                      0
                                                      
                                                      
                                                      0
                                                      
                                                      0
                                                      
                                                      
                                                      0
                                                      
                                                      0
                                                      
                                                      
                                                      0





(1)
            Mr.
      Albrecht resigned as President, CEO, and CFO on October 12,
      2007.(2)
            Ms.
      Jiang became CEO, CFO and Secretary on October 12,
  2007.





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.




9




ITEM
12. SECURITY 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 April 14, 2009, 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:





Amount and
      Nature of
      Beneficial
      Ownership
                                    
                                    Percentage of
      Common Stock(3)Name and Address of Beneficial Owner (1)Jing
      Jiang (2)
                                      PO
      Box 031-114
                                      Shennan
      Zhong Road
                                      Shenzhen
      City
                                      PR
      China 518031
                                    
                                    
                                    1,495,000
                                    
                                    
                                    34.8
                                    %Ruediger
      Albrecht
                                      811
      Chicago Avenue, Suite 803
                                      Evanston,
      IL 60202
                                    
                                    
                                    0
                                    
                                    
                                    —All
      directors and executive officers as a group (2 persons)
                                    
                                    
                                    1,495,000
                                    
                                    
                                    34.8
                                    %




(1)
            Unless
      otherwise indicated in the footnotes to the table, each shareholder shown
      on the table has sole voting and investment power with respect to the
      shares beneficially owned by him or it.(2)
            Shares
      are held in the name of Cosell Investments, Ltd. Ms. Jiang is the
      President and sole stockholder of Cosell Investments, Ltd. Ms. Jiang is
      CEO, CFO and Secretary of the
Company.


(3)
            Based
      on 4,248,400 shares of Common Stock
outstanding.





ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.





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.





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, 2008, to December 31,
2008.




10




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, 2008, were
$5,000.





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 $0 for
the annual year ended December 31, 2008.





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,
2008.





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
13. 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




11




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 15th day of April,
2009.





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
                    
                    April
      15, 2009




12




ISDERA
NORTH AMERICA, INC.




(A
DEVELOPMENT STAGE COMPANY)


INDEX
TO FINANCIAL STATEMENTS


DECEMBER
31, 2008, AND 2007


Report
      of Registered Independent Auditors
                                        F-2Financial
      Statements-Balance
      Sheets as of December 31, 2008, and 2007
                                        F-3Statements
      of Operations for the Years Ended December 31, 2008, and 2007, and the
      Period from Re-entering the Development Stage Through December 31,
      2008
                                        F-4Statement
      of Stockholders’ Equity for the Period from Inception Through December 31,
      2008
                                        F-5Statements
      of Cash Flows for Years ended December 31, 2008, and 2007,  and
      the Period from Re-entering the Development Stage Through December 31,
      2008
                                        F-6Notes
      to Financial Statements December 31, 2008, and 2007
                                        F-7







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, 2008, and 2007, and the
related statements of operations, stockholders’ (deficit), and cash flows for
each of the two years in the period ended December 31, 2008, and from inception
(August 9, 2006) through December 31, 2008.  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, 2008, and 2007, and the results of its operations and its cash
flows for each of the two years end the period ended December 31, 2008, and from
inception (August 9, 2006) through December 31, 2008, 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, 2008, and 2007, 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,


April 8,
2009.







ISDERA
      NORTH AMERICA, INC.(A
      DEVELOPMENT STAGE COMPANY)BALANCE
      SHEETS (NOTE 2)AS
      OF DECEMBER 31, 2008, AND 2007ASSETS2008
                                                                        
                                                                        
                                                                        2007Current
      Assets:Cash
      in bank
                                                                        
                                                                        $
                                                                        -
                                                                        
                                                                        
                                                                        $
                                                                        -Total
      current assets
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -Total
      Assets
                                                                        
                                                                        $
                                                                        -
                                                                        
                                                                        
                                                                        $
                                                                        -LIABILITIES AND
      STOCKHOLDERS' (DEFICIT)Current
      Liabilities:Account
      Payable
                                                                        
                                                                        $
                                                                        4,279
                                                                        
                                                                        
                                                                        $
                                                                        -Accrued
      liabilities
                                                                        
                                                                        
                                                                        22,500
                                                                        
                                                                        
                                                                        
                                                                        2,000Due
      to related party - Stockholder
                                                                        
                                                                        
                                                                        83,325
                                                                        
                                                                        
                                                                        
                                                                        12,000Total
      current liabilities
                                                                        
                                                                        
                                                                        110,104
                                                                        
                                                                        
                                                                        
                                                                        14,000Total
      liabilities
                                                                        
                                                                        
                                                                        110,104
                                                                        
                                                                        
                                                                        
                                                                        14,000Commitments
      and ContingenciesStockholders'
      (Deficit):Common
      stock, par value $.001 per share, 500,000,000 sharesauthorized;
      4,284,400 shares issued and outstanding
                                                                        
                                                                        
                                                                        4,284
                                                                        
                                                                        
                                                                        
                                                                        4,284Additional
      paid-in capital
                                                                        
                                                                        
                                                                        167,632
                                                                        
                                                                        
                                                                        
                                                                        167,632Prior
      accumulated (deficit)
                                                                        
                                                                        
                                                                        (53,862
                                                                        )
                                                                        
                                                                        
                                                                        (53,862
                                                                        )(Deficit)
      accumulated during the development stage
                                                                        
                                                                        
                                                                        (228,158
                                                                        )
                                                                        
                                                                        
                                                                        (132,054
                                                                        )Total
      stockholders' (deficit)
                                                                        
                                                                        
                                                                        (110,104
                                                                        )
                                                                        
                                                                        
                                                                        (14,000
                                                                        )Total
      Liabilities and Stockholders' (Deficit)
                                                                        
                                                                        $
                                                                        -
                                                                        
                                                                        
                                                                        $
                                                                        -




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









ISDERA
      NORTH AMERICA, INC.(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF OPERATIONS (NOTE 2)FOR
      THE YEARS ENDED DECEMBER 31, 2008, AND 2007, AND THE
                                                                                                                                                        PERIOD
      FROM RE-ENTERING THE DEVELOPMENT STAGE(AUGUST
      9, 2006) THROUGH DECEMBER 31, 2008Period
      From
                                                                                                                                                        Re-entering
                                                                                                                                                        the
      Development
                                                                                                                                                        Stage
      Through
                                                                                                                                                        December
      31, 2008Year
      Ended December 31,2008
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      2007Revenues
                                                                                                                                                      
                                                                                                                                                      $
                                                                                                                                                      -
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      $
                                                                                                                                                      -
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      $
                                                                                                                                                      -Expenses:General
      and administrative -Legal
      fees
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      70,011
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      10,000
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      130,011Consulting
      fees
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      -
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      22,484
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      38,545Accounting
      and audit fees
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      16,000
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      9,000
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      46,020Transfer
      agent fees
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      3,793
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      1,750
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      5,543Registration
      fees
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      6,100
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      1
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      6,430Other
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      200
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      200
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      400Bank
      fees
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      -
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      98
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      98Total
      general and administrative expenses
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      96,104
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      43,533
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      227,047(Loss)
      from Operations
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      (96,104
                                                                                                                                                      )
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      (43,533
                                                                                                                                                      )
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      (227,047
                                                                                                                                                      )Other
      (Expense)Interest
      (expense)
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      -
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      (75
                                                                                                                                                      )
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      (956
                                                                                                                                                      )Total
      other (expense)
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      -
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      (75
                                                                                                                                                      )
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      (956
                                                                                                                                                      )Provision
      for income taxes
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      -
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      -
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      (155
                                                                                                                                                      )Net
      (Loss)
                                                                                                                                                      
                                                                                                                                                      $
                                                                                                                                                      (96,104
                                                                                                                                                      )
                                                                                                                                                      
                                                                                                                                                      $
                                                                                                                                                      (43,608
                                                                                                                                                      )
                                                                                                                                                      
                                                                                                                                                      $
                                                                                                                                                      (228,158
                                                                                                                                                      )(Loss)
      Per Common Share:(Loss)
      per common share - Basic and Diluted
                                                                                                                                                      
                                                                                                                                                      $
                                                                                                                                                      (0.02
                                                                                                                                                      )
                                                                                                                                                      
                                                                                                                                                      $
                                                                                                                                                      (0.01
                                                                                                                                                      )Weighted
      Average Number of Common SharesOutstanding
      - Basic and Diluted
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      4,284,400
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      4,190,498




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







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,
    2008  (Deficit)
      Accumulated
      During
      the Development
      StageAdditional
      Paid-in
      Capital
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            Prior
      Accumulated
      (Deficit)Common
      stockDescription
                                                                                                                                                                                            
                                                                                                                                                                                            Shares
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            Amount
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            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
                                                                                                                                                                                            )




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









ISDERA
      NORTH AMERICA, INC.(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF CASH FLOWS (NOTE 2)FOR
      THE YEARS ENDED DECEMBER 31, 2008, AND 2007, AND THE
PERIODFROM
      RE-ENTERING THE DEVELOPMENT STAGE (AUGUST 9, 2006)THROUGH
      DECEMBER 31, 2008  Period
      FromRe-enteringYear
      Ended
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        The
      DevelopmentDecember
      31,
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        Stage
      Through2008
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        2007
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        December
      31, 2008Operating
      Activities:Net
      (loss)
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                        (96,104
                                                                                                                                                                                                                                                        )
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                        (43,608
                                                                                                                                                                                                                                                        )
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                        (228,158
                                                                                                                                                                                                                                                        )Adjustments
      to reconcile net (loss) to net cash(used
      in) operating activities:Consulting
      and professional fees paid by issued shares
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        105,333
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        108,545Accrued
      interest expense paid by issued shares
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        956
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        956Changes
      in net assets and liabilities -Prepaid
      expenses
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        3,212
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -Accounts
      payable
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        4,279
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        4,279Accrued
      liabilities
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        20,500
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        1,119
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        22,500Net
      Cash (Used in) Provided by Operating Activities
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        (71,325
                                                                                                                                                                                                                                                        )
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        67,012
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        (91,878
                                                                                                                                                                                                                                                        )Investing
      Activities:Cash
      provided by investing activities
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -Net
      Cash Provided by Investing Activities
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -Financing
      Activities:Due
      to related party - Director and stockholder
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        71,325
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        156,086Repayment
      of related party loans - Director and stockholder
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        (67,058
                                                                                                                                                                                                                                                        )
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        (67,058
                                                                                                                                                                                                                                                        )Issuance
      of common stock for cash
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        1,950Net
      Cash Provided by (Used in) Financing Activities
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        71,325
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        (67,058
                                                                                                                                                                                                                                                        )
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        90,978Net
      (Decrease) in Cash
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        (46
                                                                                                                                                                                                                                                        )
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        (900
                                                                                                                                                                                                                                                        )Cash
      - Beginning of Period
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        46
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        900Cash
      - End of Period
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                        -Supplemental
      Disclosure of Cash Flow Information:Cash
      paid during the periods for:Interest
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                        -Income
      taxes
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                        -
 Supplemental
      Information of Noncash Investing and Financing Activities:On
      January 9, 2007, a loan to the Company of $52,862 by a Director and
      stockholder plus accrued interest of $956 were satisfied with the issuance
      of 1,249,900 shares of common stock.On
      January 9, 2007, the Company issued 2,097,200 shares of common stock for
      consulting services of $70,000 performed in agreement with a
      Consulting Agreement dated August 10, 2006.On
      January 9, 2007, the Company issued 898,200 shares of common stock for
      consulting services of $38,545 performed in agreement with a
      Consulting Agreement dated August 10, 2006.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.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
accompanying notes to financial statements are an integral part of these
statements.







ISDERA
NORTH AMERICA, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007


(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 8) 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 statement 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, 2008, and
2007.





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.









ISDERA
NORTH AMERICA, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007


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, 2008, and 2007, 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.





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, 2008, and 2007,
and expenses for the years ended December 31, 2008, and 2007, and the period
from re-entering the development stage





(August
9, 2006) through December 31, 2008. Actual results could differ from those
estimates made by management.





Reclassification





Certain
2007 amounts have been reclassified to conform to the 2008
presentation.





(2)           Development
Stage Activities and Going Concern





The
Company is currently in the development stage, and has no operations.  The
business plan of the Company is to market and sell, in North America, high end
automobiles and products produced by the German automaker Isdera
GMBH.





Initial
activities of the Company through December 31, 2008, 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.









ISDERA
NORTH AMERICA, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007


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 an operating loss 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.





(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 1,495,000 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 1,495,000
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.





(4)           Income
Taxes





The
provision (benefit) for income taxes for the year ended December 31, 2008, and
2007, was as follows (using a 15 percent effective Federal and state income tax
rate):









ISDERA
NORTH AMERICA, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007


2008
                                
                                
                                2007Current
      Tax Provision:Federal
      -
                                
                                $
                                -
                                
                                
                                $
                                -Total
      current tax provision
                                
                                $
                                -
                                
                                
                                $
                                -Deferred
      Tax Provision:Federal
      -Loss
      carryforwards
                                
                                $
                                14,416
                                
                                
                                $
                                6,541Change
      in valuation allowance
                                
                                
                                (14,416
                                )
                                
                                
                                (6,541
                                )Total
      deferred tax provision
                                
                                $
                                -
                                
                                
                                $
                                -





The
Company had deferred income tax assets as of December 31, 2008, and 2007, as
follows:




2008
                        
                        
                        2007Loss
      carryforwards
                        
                        $
                        42,303
                        
                        
                        $
                        27,887Less
      - Valuation allowance
                        
                        
                        (42,303
                        )
                        
                        
                        (27,887
                        )Total
      net deferred tax assets
                        
                        $
                        -
                        
                        
                        $
                        -


The
Company provided a valuation allowance equal to the deferred income tax assets
for the years ended December 31, 2008, and 2007, because it is not presently
known whether future taxable income will be sufficient to utilize the loss
carryforwards.





As of
December 31, 2008, the Company had approximately $282,020 in tax loss
carryforwards that can be utilized in future periods to reduce taxable income,
and expire at various times through the year 2028.





(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.





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, 2008, the Company owed to a stockholder $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







ISDERA
NORTH AMERICA, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007


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 the libor interest rate 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.





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 mentioned 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, “Disclosures about Derivative
Instruments and Hedging Activities – an amendment of FASB Statement 133”
(“SFAS No. 161”).  SFAS No. 161 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 SFAS 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
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 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, “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS No. 162”).  SFAS No. 162 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, 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
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.







ISDERA
NORTH AMERICA, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007


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 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 believe that this new pronouncement will have a material impact
on its financial statements.





On May
26, 2008, the FASB issued FASB Statement No. 163, “Accounting for Financial Guarantee
Insurance Contracts” (“SFAS No. 163”).  SFAS No. 163 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 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 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 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.  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.