UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                  -----------------------------------------
                                                        OMB Number: 3235-0420
                                  FORM 10-KSB

(Mark One)
          [ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934
          [X] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

    For the transition period from January 1, 2004 to September 30, 2004.

                  Commission File Number:      001-16423
                  Old Commission File Number:  000-27373
                  --------------------------------------

                          ISA INTERNATIONALE INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                 41-1925647
(State of Incorporation)             (I.R.S. Employer Identification No.)

     2560 Rice Street, St. Paul, MN                    55113
(Mailing address of principal executive offices)     (Zip Code)

               Issuer's telephone number (651) 483-3114
----------------------------------------------------------------------------
Securities registered pursuant to Section 12(b) of the Act:

    (Title of each class)       (Name of each exchange on which registered)
    None                                        Not applicable

Securities registered pursuant to Section 12(g) of the Exchange Act:

    (Title of each class)       (Name of each exchange on which registered)
Common Stock, $.0001 par value          OTC Bulletin Board

Indicate by check mark whether the registrant (1) filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 days.
  Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, 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-KSB or any
amendment to this Form 10-KSB. [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in the Exchange Act Rule 12d-2).
  Yes [ ] No [X]

<page>



State issuer's revenues for its most recent fiscal year:

None for continuing operations.

State the aggregate market value of the voting and non-voting common stock held
by non-affiliates of the Registrant computed by reference to the price at which
the common stock was sold, or the average bid and asked price of such common
stock, as of a specified date within the past 60 days (See definition of
affiliate in Rule 12b-2 of the Exchange Act):

$1,113,313 as of January 31, 2005.

State the number of shares outstanding of each of the Issuer's classes of
common equity and preferred equity as of the latest practicable date:

The number of shares outstanding of the issuer's common stock as of February
28, 2005 were 2,573,758 shares, $.0001 par value.


On September 30, 2004, there were 2,573,758 shares of the Registrant's common
stock, par value $.0001 per share, outstanding, excluding 100,002 common shares
not yet issued due to non-receipt of required papers from one former
convertible debenture holder, and 5,000,000 shares of convertible preferred
stock, par value $.0001 per share issued and outstanding. The preferred stock
was convertible into common shares (pre-split) at a conversion rate of 3.5
common shares for each preferred share being converted. After giving effect to
the reverse stock split that was effective January 22, 2004, the preferred
stock is now convertible into shares at a convertible rate of .025 common
shares for every preferred share being converted, however, the preferred shares
also contain an anti-dilution provision clause that states upon exercise, the
preferred shares will ultimately convert into no less than a 75% ownership of
the then common shares to be outstanding. As a result of the shares issued as
of September 30, 2004, and computed on a post-split basis, the preferred shares
upon conversion would convert into no less than 10,421,516 additional common
shares.

The timing of the conversion is at the discretion of the holder.


Transitional Small Business Disclosure Format:  Yes [X] No [ ]

                     DOCUMENTS INCORPORATED BY REFERENCE:

  NONE

<PAGE>


                           ISA INTERNATIONALE INC.
                                 FORM 10-KSB

                             TABLE OF CONTENTS

                                                                       Page
                                  PART I

Item 1.  Description of Business                                          4
Item 1.1 Corporate History, Organization and Recapitalization             4
Item 1.2 Personnel                                                        5
Item 1-A Important Factors                                              5-7
Item 2.  Description of Property                                          8
Item 3.  Legal Proceedings                                                8
Item 4.  Submission of Matters to a Vote of Security Holders              9


                                   PART II

Item 5.  Market for Common Equity and Related Stockholder Matters     10-13
Item 5-A Market, Holders and Dividends                                   10
Item 5-B Sales History of Unregistered Securities                     11-13
Item 6.  Management's Discussion and Analysis or plan of operation    14-18
Item 7.  Financial Statements and Supplementary Data                     19
           Table of Contents                                             19
           Reports of Independent Registered Public Accounting Firms  20-22
           Financial Statements                                       23-25
           Notes to Financial Statements                              26-41

Item 8.  Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure                                    41-39
Item 8.a. Controls and Procedures                                        42
Item 8.b. Exhibits and Reports on Form 8-K                            43-44

                                   PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(a) of the Exchange Act          45-46
Item 10. Executive and Director Compensation                          46-47
Item 11. Security Ownership of Certain Beneficial Owners
          and Management and Related Stockholder Matters              47-49
Item 12. Certain Relationships and Related Transactions                  50
Item 13. Principal Accountant Fees and Services                          51
         Signatures                                                      52
         Certification pursuant to section 302                           53
         Certification pursuant to 18 U.S.C. 1350 906                    54
         Index to Exhibits, Form 10-KSB                                  55







<PAGE>


FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-KSB contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
For this purpose, any statements contained in this Form 10-KSB that are not
statements of historical fact may be deemed to be forward-looking statements.
Without limiting the foregoing, words such as "may," "will," "expect,"
"believe," "anticipate," "estimate," "plan," or "continue" or the negative or
other variations thereof or comparable terminology are intended to identify
forward-looking statements.  These statements by their nature involve
substantial risks and uncertainties, and actual results may differ materially
depending on a variety of factors, including those set forth in the section
below entitled "Important Factors."

                                  PART I
Item 1. DESCRIPTION OF BUSINESS

As used herein, the terms "ISAI" or "ISAT", the trading symbol of the Company
and the "Company" refer to ISA Internationale Inc. unless the context indicates
otherwise.

1.1. Corporate History, Organization and Recapitalization

ISA Internationale Inc. (the Company or ISAI) was incorporated in Delaware in
1989 under a former name, and was inactive operationally for some time prior to
its May 1998 recapitalization through an acquisition of Internationale Shopping
Alliance Incorporated (Internationale), which was a wholly owned subsidiary of
ISAI. This subsidiary was acquired when the former shareholders of
Internationale acquired 89% of the outstanding common stock of ISAI through a
stock exchange. ISAI issued 11,772,600 shares of its common stock in exchange
for all of the outstanding common stock of Internationale.  This transaction
was effected as a reverse merger for financial statement and operational
purposes. Accordingly, ISAI regards its inception as being the incorporation of
Internationale on October 7, 1997. Subsequent to this reverse merger, the name
of Internationale Shopping Alliance Incorporated was changed to
ShoptropolisTV.com, Inc (Shoptropolis). In January 1999, the Company redeemed
and cancelled 1,650,000 shares held by three of the founding shareholders. No
consideration was paid to the founding shareholders for the redemption. This
transaction was the final settlement of the recapitalization of the Company
upon merger with Internationale.

The primary business strategy of Shoptropolis, was to develop a multimedia home
shopping network for the purpose of offering in-home shoppers a convenient
electronic shopping experience through broadcast television, cable, satellite
or the Internet, and featuring a broad diversity of high quality, moderately
priced, unique consumer products.

ISAI incorporated its precious metals subsidiary, International Strategic
Assets, Inc. (ISA), in March 1999.  The primary business strategy of ISA was
outbound direct telemarketing sales of precious commodities, primarily
including gold, silver, platinum and palladium in bullion form including bars
and coins of various types and face amounts.

On May 19, 2000, ISAI sold ISA to an individual who was an officer and director
of ISAI.  In December 2000, due to a lack of capital, the Company concluded
that no further efforts would be expended to develop its planned shopping
network and the disposal of the Shoptropolis subsidiary was approved by the
Board of Directors.  Shoptropolis was sold on March 29, 2001.
<page>


Since December 2000, the Company has been operationally dormant, maintaining a
shell organization to sustain its status as a public company.  The Company
believes its shareholder base is its major asset. For the last four years from
January 2001 to present, the Company has been actively re-organizing its
financial affairs and actively seeking merger or acquisition candidates
offering growth and profit potential for its shareholders.

1.2. Personnel

In February 2001, Jack Wallace who was Acting CEO of ISAI and Shoptropolis, and
chairman of ISAI's board of directors since August 2000, resigned as CEO of
both companies and as a member of ISAI's Board of Directors.  Mr. Bernard L.
Brodkorb is the ISAI President, Chief Operating Officer, Chief Financial
Officer, and Chairman of the Board. He also serves as a consultant to the
Company. On September 30, 2004, the Company had one administrative full time
employee. Also, three accountants are retained as independent consultants.

Item 1A.  IMPORTANT FACTORS

The following factors are important and should be considered carefully in
connection with any evaluation of the Company's business, financial condition,
results of operations and prospects.  Additionally, the following factors
could cause the Company's actual results to materially differ from those
reflected in any forward-looking statements of the Company.

New Business Ventures

With respect to the business strategy of developing and launching a multimedia
home shopping network, ISAI had only a very limited operating history on which
to base an evaluation of its business and prospects. The Board of Directors
decided in December 2000 to begin disposal efforts of the Shoptropolis
subsidiary and cease development of the home shopping network. All efforts of
the Company at the present time have been directed to a complete reorganization
of all of its affairs. Therefore, the Company's prospects for new business
ventures must be considered in light of the many risks, expenses and
difficulties encountered frequently by companies in reorganization. Such major
risks include, but are not limited to, an evolving business model and the
overall effective management of future growth. To address the many startup
risks and difficulties the Company has encountered, it must in the future have
the ability to successfully execute any of its operational and marketing
strategies that it may develop in any new business venture. There would be no
assurance the Company would be successful in addressing the many risks and
difficulties it could encounter and the failure to do so would continue to have
a material adverse effect on the Company's business, prospects, financial
condition and results of any operations it pursues or tries to develop, pending
successful reorganization of its financial affairs. There can be no assurance
that ISAI can find and attract new capital for any new business ventures and if
successful in finding sufficient capital, that it can successfully grow and
manage the business or new business venture into a profitable and successful
operation. No assurance can be given on any of these developments. The Company
will continue to complete its financial reorganization and endeavor to find
suitable candidates for merger or acquisition.
<page>



History of Losses and Anticipated Further Losses

ISAI has generated only limited revenues to date and has an accumulated deficit
as of September 30, 2004 of $6,853,836. Further, the Company expects to
continue to incur losses until it establishes a means of generating revenues at
appropriate margins to achieve profitability. There can be no assurance the
Company will ever generate revenues or that it will achieve profitability, or
that its future operations will prove commercially successful, or that it will
establish any means of generating revenues at appropriate margins to achieve
profitability.

Need for Additional Financing

The Company's current capital resources are not sufficient to support the
Company's anticipated day-to-day operations. As such, the Company must obtain
significant additional capital in order to the support the Company's
anticipated day-to-day operations and settle the debt incurred by ISAI during
its past operations until it establishes a means of generating revenues at
appropriate margins to achieve profitability. The Company currently has an
agreement with Doubletree Capital Partners, Inc. (hereinafter referred to as
the financial company or DCP) to loan the Company at the financial company's
sole discretion, funds to meet its day-to-day operational expense and settle
certain debt incurred by ISAI. The financial company is owned by two
individuals, one of which is ISAI's current President, CEO and Chairman of the
Board of Directors.

The financial company has commenced its best efforts to help the Company
resolve, consolidate, and reorganize the Company's present debt structure and
contractual liabilities. There is no assurance that the financial company will
provide the Company any additional capital. Additional financing is
contemplated by the Company, but such financing is not guaranteed and is
contingent upon pending successful settlement of the Company's problems with
various creditors.  There is no assurance that the Company will be able to
obtain any additional capital. There can be no assurance that the necessary
additional financing will be available when needed by the Company, or that
such capital will be available on terms acceptable to the Company.  If the
Company is unable to obtain financing sufficient to meet its operating and
development needs, the Company will be unable to develop and implement a new
business strategy or continue its operations.  As a result of the Company's
history of operating losses and its need for significant additional capital,
the reports of the Company's consolidated financial statements for the year
ended December 31, 2003, and the nine month period ended September 30, 2004
include an explanatory paragraph concerning the Company's ability to continue
as a going concern.

Reliance on Key Personnel

The Company's future success will be dependent upon the ability to attract and
retain executive officer(s) and certain other key persons. The inability to
attract such individuals or the loss of services of one or more of such persons
would have a material adverse effect on ISAI's ability to implement its current
plans or continue its operations.  There can be no assurance the Company will
be able to attract and retain qualified personnel as needed for its business.

<page>



Control By Existing Management

One principal shareholder Doubletree Capital Partners, Inc. beneficially owns
approximately 95.10% of ISAI's outstanding common stock, which includes common
stock that can be converted from preferred stock owned by the one principal
shareholder as well as similar conversion of convertible loans and related
interest due, and accordingly has complete control of the business and
development, including the ability to manage all operations, establish all
corporate policies, appoint future executive officers, determine management
salaries and other compensation, and elect all members of the Board of
Directors of ISAI.

Effects of Trading in the Over-the-Counter Market

The Company's common stock is traded in the over-the-counter market on the OTC
Electronic Bulletin Board. The Company's stock symbol is ISAT. Consequently,
the liquidity of the Company's common stock may be impaired, not only in the
number of shares that may be bought and sold, but also through delays in the
timing of transactions, and coverage by security analysts and the news media
may also be reduced.  As a result, prices for shares of the Company's common
stock may be lower than might otherwise prevail if the Company's common stock
were traded on a national securities exchange or listed on the NASDAQ Stock
Market. Further, the recent adoption of new eligibility standards and rules for
broker dealers who make a market in shares listed on the OTC Election Bulletin
Board may limit the number of brokers willing to make a market in the Company's
common stock.

Limited Market For Securities

There is a limited trading market for the Company's common stock, which is not
listed on any national stock exchange or the NASDAQ stock market.  The
Company's securities are subject to the "penny stock rules" adopted pursuant to
Section 15(g) of the Securities Exchange Act of 1934, which applies to non-
NASDAQ companies whose common stock trades at less than $5 per share or has
tangible net worth of less than $2,000,000.  These "penny stock rules" require,
among other things, that brokers who sell covered "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 are limited.
There can be no assurance that an established trading market will develop, the
current market will be maintained or a liquid market for the Company's common
stock will be available in the future.
<page>


Item 2.   DESCRIPTION OF PROPERTY

The principal executive office of the Company is located at 2560 Rice St., St.
Paul, MN 55113. The President of ISAT, at the location of his own accounting
business, provides space to the Company without charge for personnel employed
by the Company and provides storage for Company records.

The Company is not recognizing the assets and properties it will acquire as a
result of the pending asset purchase agreement in the financial statements at
September 30, 2004 because the agreement has not been finalized and closed.

On August 19, 2004, ISA entered into an asset acquisition agreement wherein ISA
would issue 5,250,000 shares of ISAT common stock shares on August 19, 2004 and
a combination of 4,000,000 bonus common shares and 5,250,000 common stock
warrants at varying prices to purchase additional common shares over a three
year period. The companies from whom the assets are being purchased have not
been able to comply with certain terms of the agreement wherein two years of
certified audits are required as a part of the acquisition agreement.
Consequently, the agreement to purchase was amended on October 29, 2004 and
again on January 13, 2005 wherein the purchase transaction will now close no
later than April 30, 2005, pending receipt of required certified audits for the
years 2003 and 2004.  ISAI has contingently issued into an escrow account
arrangement 9,250,000 shares of ISAI common stock in exchange for certain
assets of the acquired companies. Since the transaction has not closed, no
recognition is being given in this report for the acquisition of these assets.
Advanced costs in the form of travel, legal, and accounting and consulting fees
incurred to assist the certified audit, are being recognized as a receivable
from the potential subsidiary whose assets are being acquired. If for any
reason the agreement is not executed, ISAI may be forced to charge off these
specific receivables, unless collection is obtained from the five companies to
be acquired. Subsequent to September 30, 2004 and the date of the financial
statement, additional costs for similar related expenses in the amount of
$69,850 have been incurred and these may also have to be accordingly charged
off as uncollectible should the acquisition fail to be finalized.

The Company neither owns nor leases any office space, real property, or
equipment until the proposed acquisition agreement as announced in our August
20, 2004 8-K filing and as amended on October 29, 2004 and January 13, 2005, is
completely executed.

Item 3.  LEGAL PROCEEDINGS

In December 2002, the Company was sued by Merrill Communications, Inc. for
$11,943 plus legal costs to collect for past due invoices. This debt was
accrued at December 31, 2003 for $2,500. The debt was settled and paid in July
2004 for $2,500.

Presently, the Company is not a party to any pending legal or administrative
proceeding, and is not aware of any threatened litigation or administrative
proceeding being considered against the Company. In addition, there is no
material proceeding to which any director, officer or affiliate of the issuer,
any owner of record or beneficially of more than 5% of any class of voting
securities of the Company, or security holder is a party adverse to the Company
or has a material interest adverse to the Company.
<page>




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

On January 12, 2004, by written action of the holders of a majority of the
common stock outstanding, and at a duly called special meeting of its
shareholders, the Company approved a 1 for 140 reverse stock split, effective
January 22, 2004, for the purpose of reducing the number of shares outstanding
to a more manageable level and make trading volume levels more relevant to the
price of the Company's common stock on the NASDAQ OTC Bulletin Board. At the
same meeting the shareholders also approved the increase of the aggregate
number of shares of preferred stock authorized from 5,000,000 to 30,000,000.

<page>


                              PART II

Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

5-A. Market, Holders and Dividends

The Company's Common Stock traded publicly on the NASDAQ Over-The-Counter
Electronic Bulletin Board (OTCBB) under the symbol "ISAI" since May 11, 1998 to
January 21, 2004. From January 22, 2004 to present it has traded and quoted
under the symbol ISAT.

Information provided regarding periods prior to January 2001 is not an
indication an active market existed for the Company's common stock during such
periods. Further, there can be no assurance the current market for the
Company's common stock will be sustained or grow in the future.

The following Table sets forth the high and low bid closing prices for the
Company's Common Stock as reported by the OTC Bulletin Board during this
period of time after giving effect of the reverse stock split that occurred on
January 12, 2004, effective as of January 22, 2004. These bid quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commission
and may not represent actual transactions.

2002                            HIGH BID LOW BID
----
First Quarter                     $1.40   $1.40
Second Quarter                    $1.40   $1.40
Third Quarter                     $1.40   $0.84
Fourth Quarter                    $0.84   $0.84

2003
----
First Quarter                     $0.70    $.70
Second Quarter                    $0.70    $.70
Third Quarter                     $0.70    $.70
Fourth Quarter                    $0.70    $.70

2004
----
First Quarter                     $2.80   $0.52
Second Quarter                    $0.55   $0.52
Third Quarter                     $1.01   $0.55


For the period ending September 30, 2004, there were approximately 5 beneficial
owners and approximately 300 registered holders of record of the Company's
common stock. The Company has not declared or paid any cash dividends on its
common stock since its inception and does not anticipate declaring or paying
any such dividends on its common stock in the foreseeable future. The Company
has provided for a preferred stock dividend that is derived from the beneficial
conversion features contained in the preferred stock issuance in November 2000.
The preferred stock conversion feature was never exercised. To date, the
Company has incurred losses and presently expects to retain its future earnings
to finance development and expansion of its business. The declaration of
dividends is within the discretion of the Board of Directors of the Company.
There are no current restrictions limiting the Company's ability to pay
dividends.
<page>


5-B.  Sales History of Unregistered Securities

The following information includes a history of all securities sold by the
Company from January 2000 to present:

B.1 From November 1997 to June 1998, the Company sold a total of 1,579,535
(pre-split) Units at a purchase price of $.6536 per Unit, a total amount of
$1,032,376, to a limited number of 16 investors (most of whom are accredited
investors) in a private placement, with each Unit consisting of one share of
Common Stock of the Company and a five-year warrant to purchase two shares
of Common Stock exercisable at $1.00 per share.  In December 2003, and in
exchange for mutual releases to the Company, these investors were granted price
concessions in the purchase of their original shares wherein all of the common
share purchases were re-priced to $.02 per share and the Company did issue an
additional 1,547,142 common shares, par value $.0001. Exemption for this
transaction is claimed under Section 4(2) of the Securities Act of 1933 since
it was strictly a private placement whereby all investors agreed to accept the
shares for long-term investment and to have the certificates therefore legended
to prevent further distribution or resale of the securities unless pursuant to
registration or an appropriate exemption there from.

B.2  In November 2000, the Company issued 5,000,000 shares of its Preferred
Stock to Doubletree Capital Partners, Inc., a Minnesota Corporation, in a
private sale at $0.0002 per share, for total consideration of $1,000, and,
2,999,999 (pre-split) shares of its common stock to Doubletree Capital
Partners, Inc. in a private sale at $0.0097 per share, for total consideration
of $29,000. The preferred stock is convertible into common shares at a
conversion rate of 3.5 common shares for each preferred share being converted.
Furthermore, there is an anti-dilution provision clause in the preferred shares
that states upon exercise, the preferred shares will ultimately convert into no
less than a 75% ownership of the then common shares to be outstanding. The
timing of the conversion is at the discretion of the holder. As a result of the
reverse stock split that was declared in January, 2004, effective as of January
22, 2004, the conversion feature has changed to .025 common shares for every
preferred shared being converted the dimension, however, remains the same and
Doubletree Capital Partners The anti-dilution will convert into no less than a
75% ownership of the then common shares outstanding. This was an isolated
private transaction and exemption from registration is claimed under Section
4(2) of the Securities Act of 1933, with the stock certificate being legended
to prevent further disposition without registration or an appropriate exemption
there from.

B.3  The Company previously issued 71,270 (post-split) shares of common stock
during the year ended December 31, 2002, as part of a troubled debt
restructuring to satisfy $1,105,644 in principal and accrued interest on
convertible Debentures.

B.4  The Company also authorized 41,376 (post-split) shares of common stock at
the negotiated rate of $0.70 per share during the year ended December 31, 2003,
as part of its troubled debt restructuring, for conversion of convertible debt
and related interest accruals of $115,823 combined. These shares were issued in
2004.

B.5  In December, 2003, The Company's Board of Directors approved for issuance
513,328 (post-split) common stock shares for issuance to all previously
converted debenture holders for the express purpose of equalizing their
respective share conversion price received for debenture principal and interest
<page>


due on debenture investments. All of the debenture holders will receive common
shares at the revised price of $0.70 per share (post-split) for the period
ended September 30, 2003, their final date of conversion. This transaction
resulted in settlement expense charge to the income statement of the Company of
$359,329 for the year ended December 31, 2003. Of these shares, 273,220 shares
were issued in May 2004, 160,850 shares were issued in September 2004 due to a
delay in receiving correspondence from the debenture holder and 100,002 are
still remaining to be issued due to the non-timely receipt of certain required
paperwork to complete their issuance. Of the additional 100,002 common shares,
20,747 are issuable to the debenture holder for accrued interest in the quarter
ended September 30, 2004.

B.6  In addition, the Company's Board of Directors approved the issuance
of 523,572 (post-split) common shares that were given as following: 166,429
(post-split) shares for payment for services rendered by the Company's Board
of Directors for the entire reorganization process and two consultants who
rendered additional reorganization services to the Company and 357,143 (post-
split) common shares to the Company's President as a partial payment for
accrued consulting services due as of December 31, 2003. These shares were
issued in 2004.

B.7  In July, 2004, the Company approved an Indemnification Agreement between
the Company and Doubletree Liquidation Corporation (DLC), wherein the Company
issued to DLC 1,200,000 unregistered shares of common stock for the express
purpose of receiving as consideration from DLC, a guarantee from DLC that this
issue of common shares will completely and finally settle the Company's
liability to two debenture holders, including their respective accrued interest
that is currently due, and or may be due on an estimated basis, upon completion
of negotiations between the Company and these creditors whenever it occurs and
also included the attempt to resolve the settlement of any and all liabilities
that did arise from the operation of ShoptroplisTV.com during its final months
of operations back in the years of 1999, 2000 and 2001. This payment of shares
will finalize the Company's payment of these bills and related liabilities and
will further allow the Company to proceed with new acquisition efforts to bring
shareholder value to the Company. These shares provide a buffer to protect the
assets of any new acquisition candidate and preserve and protect the acquirees'
assets and insure that their assets are not used to pay off old creditors and
liabilities of ISAI or the Company. The Company, ISAI, chose not to initiate
bankruptcy proceedings but instead reorganized its finances mainly through
frank, friendly negotiations.

DLC will use the shares to pay certain specific liabilities, as documented by
the Indemnification Agreement. The estimated total amount of these potential
liabilities that are involved in this action is approximately $329,714
including estimated legal and administrative costs to settle the liabilities
and provide the Company with legal defense services against these bills and
expenses previously incurred by the Company and its former operating
subsidiary, ShoptropolisTV.com. The 1,200,000 common shares were valued based
upon the consideration given to the Company in the indemnification agreement,
which also approximated the value of the Company's common stock. The issuance
of these shares should constitute full and final resolution by the Company of
these potential liabilities. Whenever DLC settles or completes payment of these
liabilities the Company will be allowed to remove these debts from its
financial statements with no additional obligation to DLC by the Company.


<page>



B.8 Subsequent to the recording of the Indemnification Agreement (reference
should be made to note 1(b) of notes to financial statements at September 30,
2004) in July 2004, the Company through DLC settled with Mr. Gerard Ferri for a
$20,000 unpaid trade payable and DLC will issue to him 7,143 shares from the
1,200,000 shares held by DLC for indemnification purposes. The Company removed
the $20,000 accounts payable from its books as of September 30, 2004.

B.9  On August 13, 2004, the Company issued 1,854 shares to two investors to
settle additional interest liabilities in the conversion of Convertible
Debentures to stock at a negotiated price of $.70 per share for an addition to
paid in capital of $1,298.

B.10  On September 14, 2004, the Company issued 160,850 common shares to an
investor to settle convertible debenture liabilities and accrued interest
amounting to $112,595 and previously approved by the Company in December 2003.

B.11  On July 1, 2004 the Board of Directors approved the issuance to
Doubletree Capital Partners, Inc. a 6,000,000 common stock shares option to be
effective as of July 1, 2004. The conversion price was set at $.60 per common
share of common stock exercised. This common stock option will have a term of
five years from July 1, 2004 and will be similar in all respects to a cashless
exercise common stock option. DCP was awarded the common stock option as a
means to preserve ownership interests as required in preliminary acquisition
discussions. The Company recorded $60,000 of expense during the period ended
September 30, 2004 for the granting of these options.

C. Stock repurchases

No stock repurchase transactions have occurred during the reporting period.
<page>


Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward Looking Statements

The information herein contains certain forward looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities and Exchange Act of 1934, as amended, which are intended
to be covered by the safe harbors created thereby. Investors are cautioned
that all forward-looking statements involve risks and uncertainties, including,
without limitation, the ability of the Company to continue its present business
strategy which will require it to obtain significant additional working
capital, changes in costs of doing business, identifying and establishing a
means of generating revenues at appropriate margins to achieve profitability,
changes in governmental regulations and labor and employee benefits and costs,
and general economic and market conditions.  Such risks and uncertainties may
cause the Company's actual results, levels of activity, performance or
achievements to be materially different from those future results, levels of
activity, performance or achievements expressed or implied by such forward-
looking statements. Although the Company believes that the assumptions and
expectations reflected in these forward-looking statements are reasonable, any
of the assumptions and expectations could prove inaccurate or not be achieved,
and accordingly there can be no assurance the forward-looking statements
included in this Form 10-KSB will prove to be accurate. In view of the
significant uncertainties inherent in these forward looking statements, their
inclusion herein should not be regarded as any representation by the Company or
any other person that the objectives, plans, and projected business results of
the Company will be achieved. Generally, such forward-looking statements can be
identified by terminology such as "may," "anticipate," "expect," "will,"
"believes," "intends," "estimates," "plans," or other comparable terminology.

Overview

ISAI was incorporated in Delaware in 1989 under a former name, and was
inactive operationally for some time prior to its May 1998 recapitalization
through an acquisition of Shoptropolis, which was a wholly owned subsidiary of
ISAI. ISAI acquired its home shopping network business through such purchases,
after which the former shareholders of this subsidiary acquired 89% of the
outstanding common stock of ISAI through a stock exchange. ISAI issued
11,772,600 shares of its common stock in exchange for all of the outstanding
common stock of ShoptropolisTV.com, Inc. This transaction was effected as a
reverse merger for financial statement and operational purposes, and
accordingly, ISAI regards its inception as being the incorporation of
ShoptropolisTV.com, Inc. on October 7, 1997.

ISAI incorporated its precious metals subsidiary, International Strategic
Assets, Inc., as a Minnesota corporation in March 1999. Its business was direct
sales via outbound telemarketing of precious metals primarily gold and silver
coins and bars.  ISAI sold International Strategic Assets, Inc. in May 2000.
ISAI's primary business strategy was its development of ShoptropolisTV.com,
Inc., a multimedia home shopping network for the purpose of offering in-home
shoppers a convenient electronic shopping experience through broadcast
television, cable, satellite or the Internet, and featuring a broad diversity
of high quality, moderately priced, unique consumer products. Given, that on
May 19, 2000, ISAI sold ISA, and in December, 2000, the Board of
Directors agreed to discontinue the operations of Shoptropolis. ISAI's
present strategy is the restructuring of its financial affairs.
<page>



Results of Operations for the Nine Months ended September 30, 2004 and Twelve
Months ended December 31, 2003.

Sales and Gross Profit

As a result of the discontinuance of its two business segments, no sales were
recorded for the nine month period ended September 30, 2004 and the twelve
month period ended December 31, 2003, respectively, for the Company. The
Company is still undergoing a financial reorganization.

Operating and Interest Expenses

General and administrative expenses were $122,931 for the nine months ended
September 30, 2004 and $359,631 for the twelve months ended December 31, 2003.
The expenses for year 2004 were principally for office occupancy, telephone
changes, consulting costs, President's consulting fees and additional outside
consulting costs. Interest expenses decreased to $50,646 in the nine months
ended September 30, 2004 from $68,034 for the twelve months ended December 31,
2003 primarily the result of the conversion of convertible debentures.

At this time the Company has no anticipation as to its operating expenses in
future periods as it continues its reorganization efforts. However, new current
expenses are being incurred for interest, office, telephone, consulting and
legal and professional expenses relating to the pending acquisitions and the
Company efforts in obtaining of new business operations.

Other operating items expense

Included in other items expense is a $60,000 charge for the estimated fair
value of a 6,000,000 option agreement granted to the Company's financial
currently assisting in the entire reorganization process. Reference should be
made note (4.d) of the notes to financial statements of the Company at
September 30, 2004.

Additionally there is a $14,523 charge for 20,747 shares of common stock to be
issued to a converted debenture holder for additional interest due.

Gains and Losses.

Net losses for the nine months ended September 30, 2004 and the twelve months
ended December 31, 2003 were $(248,100) and $(700,105), respectively.  The
operating loss in 2004 is due principally to charges for services rendered for
consulting services and various legal, professional and accounting costs
incurred in the continuing reorganization activities of the Company and accrued
interest expense related to debentures and note payable of the Company at
September 30, 2004.

Losses in 2004 were also the result of a $60,000 expense charge related to the
fair value of the issuance of a 6,000,000 common stock option granted to a
related financial investment company (DLC). See note (4.d) Stock Options of the
notes to financial statements at September 30, 2004.
 <page>



The loss in 2003 is due principally to charges to the income statement for
stock issuances for services rendered for consulting services, stock issued to
the directors of the Company for their services as directors for the last three
years and stock issuances for settlement expenses incurred in the
reorganization activities of the Company.

The extraordinary gains in 2003 amounting to $86,889 are solely due to the
gains from early extinguishments of debt the Company experienced due to the
extensive reorganization efforts. There can be no assurance that the Company
will ever again have profitable operations.

Liquidity and Capital Resources

ISAI has obtained its capitalization primarily through the sale of its equity
securities to a limited group of private investors known to management of
ISAI. From the inception of ISAI in 1997 through December 31, 1997, ISAI
raised $400,000 in cash through the sale of its common stock with accompanying
warrants. In calendar year 1998, ISA raised an additional $833,376 in cash
through sales of common stock and common stock with accompanying warrants.
During a period from January through February 1999, ISAI raised a total of
$1,171,040 through the exercise of outstanding warrants by existing
shareholders, of which $528,702 was in cash and $642,838 was in gold bullion
and coins transferred to ISAI and converted to cash.  From September 1999
through February 2000, the Company raised $1,336,640 through the sale of
unsecured convertible debentures.

From March 2000 through May 2000, the Company raised $255,000 from the sale
unsecured convertible debentures. In May 2000 the Company sold it's wholly
owned subsidiary, International Strategic Assets, Inc. (ISA), for a cash sum
of $175,000. The $175,000 purchase price consisted of $75,000 for the
purchase of approximately 43% of the outstanding common stock of ISA and
$100,000 paid in connection with the subsequent redemption of the remaining
57% of the outstanding common stock of ISA.  During the quarter ending June
30, 2000, the Company had one option exercise for 5,000 (pre-split) common
shares for $6,850.

From July 2000 through October 2000, the Company sold a total of 902,857
(pre-split) shares of its Common Stock: 200,000 (pre-split) shares at a
purchase price of $0.10 per  share, 299,999 (pre-split) shares at a purchase
price of $0.15 per share, and 385,000 (pre-split) shares at a purchase price of
$0.20 per share, and 17,858 (pre-split)shares at a purchase price of $4,100 for
a total amount of $146,100.

In November 2000, the Company, with the approval of its board of directors,
sold 5,000,000 shares of its Preferred Stock at a purchase price of $0.0002 per
share for total consideration of $1,000, and, 2,999,999 (pre-split) shares of
its Common Stock at a purchase price of $0.0097 per share for total
consideration of $29,000.

<page>


For the nine month period ended September 30, 2004 and the twelve month period
ended December 31, 2003 the Company raised $82,797 and $41,002, respectively
from convertible demand notes payable from a related investor. The demand loans
are convertible into common shares of the Company at the rate of $0.70 per
share, bearing interest at the rate of 12% per annum and are collateralized by
all the assets of the Company.

As of September 30, 2004, the Company had current assets of $2,655 in cash and
$39,805 in costs advanced for pending acquisitions. At the same time, the
Company had $815,431 in current liabilities consisting of $10,317 in accounts
payable, $70,001 in common stock payable, $175,000 in accounts payable to a
related party, convertible notes payable of $429,109 and related interest
accruals of $131,004. Accordingly, the Company had a working capital deficit of
$772,970 as of September 30, 2004.

The Company's current capital resources are not sufficient to supports its
development and operations. Capital will be necessary to support the ongoing
operation of the Company's general and administrative expenses and interest
expenses now currently due. The Company cannot continue its existence without
a full and complete reorganization effort of all of its financial affairs and
obligations.

The Company is not currently seeking any additional sources of debt or equity
financing other than additional convertible notes payable issued by a related
party. Until the reorganization process is completed, the Company cannot
provide assurances as to its future viability or its ability to prevent the
possibility of filing a bankruptcy petition, either voluntary or involuntary,
by any creditor of the Company. As a result of the Company's history of
operating losses and its need for significant additional capital, the reports
of the Company's independent auditors' on the Company's financial statements
for the nine months ended September 30, 2004 include explanatory notes
concerning the Company's ability to continue as a going concern.

On January 12, 2004, by written action of the holders of a majority of the
common stock outstanding, and at a duly called special meeting of its
shareholders, the Company approved a 1 for 140 reverse stock split, effective
January 22, 2004, for the purpose of reducing the number of shares outstanding
to a more manageable level and make trading volume levels more relevant to the
price of the Company's common stock on the NASDAQ OTC Bulletin Board. At the
same meeting the shareholders also approved the increase of the aggregate
number of shares of preferred stock authorized from 5,000,000 to 30,000,000.

Income Tax Benefit

The Company has an income tax benefit from net operating losses, if any, which
is available to offset any future operating profits.  None of this benefit was
recorded in the accompanying financial statements as of September 30, 2004 and
2003. Federal tax laws impose significant restrictions on the utilization of
net operating loss carry-forwards in the event of a change in ownership of the
Company which constitutes an "ownership change", as defined by the Internal
Revenue Code, Section 382. The Company's net operating loss carry-forward will
be subject to the above limitations.

<page>


Other Going Concern matters

One remaining officer, Bernard L. Brodkorb, is currently managing the Company.
The Company is still in default under the terms of its obligation to make
quarterly interest payments of certain defaulted convertible 12% debentures
issued between September 1999 and June 2000.  The debentures in default total
$150,000 in principal and $87,058 in related interest as of September 30, 2004.
No interest payments were ever made by the Company on the debentures. These
debentures are classified as current liabilities. The Company converted
$940,000 of principal and accrued interest in the amount of $165,644 into
15,794,917 (pre-split) common shares of the Company at the rate of $0.07 per
share during the year ended December 31, 2001. The Company also converted
during the year ended December 31, 2002, $386,640 in principal and $112,247 in
related interest into 9,977,750 (pre-split) shares of common stock at the rate
of $0.05 per share.

During the twelve months ended December 31, 2003, $65,000 in debentures payable
plus additional accrued interest due on extended debentures payable of $50,000
in the amount of $21,633 were converted into common shares at a negotiated
price of $0.70 per share. Accordingly, 41,358 (post-split) common shares were
issued to these debenture holders. The Company is presently attempting to
convert the remaining debenture holders to common shares.
<page>


Item 7.  FINANCIAL STATEMENTS

The following financial statements of ISA Internationale Inc. and Independent
Auditor's Reports thereon are included herein:


                   TABLE OF CONTENTS                                  Page

Report of Independent Registered Public Accounting Firms-----------20

Report of Prior Independent Registered Public Accounting Firm          21

Balance Sheet as of September 30, 2004--------------------------------22

Statements of Operations for the nine months ended
  September 30, 2004 and twelve months ended December 31, 2003--------23

Statements of Stockholders' Deficit for the nine months ended
  September 30, 2004 and twelve months ended December 31, 2003--------24

Statements of Cash Flows for the nine months ended
  September 30, 2004 and twelve months ended December 31, 2003--------25

Notes to Financial Statements--------------------------------------26-44

<page>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To: The Board of Directors
ISA Internationale Inc.
St. Paul, MN

We have audited the accompanying balance sheet of ISA Internationale Inc. as
of September 30, 2004, and the related statements of operations, stockholders'
deficit, and cash flows for the nine months then ended. 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 audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. 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
audit provides 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 ISA Internationale Inc. as of
September 30, 2004 and the results of its operations and its cash flows for the
nine months then ended in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in note 2 to the financial
statements, the Company has no operations, suffered recurring losses and has
debt in default. These matters raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
also described in note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


Stonefield Josephson, Inc.
Los Angeles, CA
February 11, 2005

<page>



INDEPENDENT AUDITOR'S REPORT

The Board of Directors
ISA Internationale, Inc.
St. Paul, MN

I have audited the accompanying balance sheet of ISA Internationale Inc.
(the Company) as of December 31, 2003 and 2002, and the related statements of
operations, stockholders' deficit, and cash flows for the years then ended.
These financial statements are the responsibility of the Company's management.
My responsibility is to express an opinion on these financial statements based
on my audits.

I conducted my audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that I plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  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. I believe that my audits provide a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ISA Internationale Inc. as of
December 31, 2003 and 2002 and the results of its operations and its cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern.  As discussed in note 2 to the financial
statements, the Company has suffered recurring losses from operations and has a
stockholders' deficit that raise substantial doubt about its ability to
continue as a going concern.  Management's plans in regard to these matters are
also described in note 2.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


George Brenner, C.P.A.
Los Angeles, CA
May 6, 2004
<page>


<table>
<caption>                     ISA INTERNATIONALE INC.
                                   BALANCE SHEET
<c>                                             <c>
                                                          (Audited)
              ASSETS                                    Sept 30, 2004
Current assets:                                          ------------
  Cash and Cash Equivalents                                  $  2,655
  Costs incurred for pending acquisitions                      39,805
                                                         ------------

 Total Assets                                                $ 42,460
                                                         ============
 LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Common stock payable                                      $  70,001
  Accounts payable - trade and taxes                           10,317
  Convertible notes payable - related party                   429,109
  Accrued interest payable - related party                    131,004
  Accounts payable - related party                            175,000
  Convertible debentures, accrued interest
    Accounts payable - disposed business
    Indemnification agreement - related party                       0
                                                         ------------
 Total Liabilities                                            815,431
                                                         ------------
 Long-Term liabilities-convertible debenture
   Payable, less indemnification agreement                          0

Stockholders' deficit:

 Preferred convertible stock, par value $.0001;
  30,000,000 shares authorized,
  5,000,000 shares issued and outstanding                         500

 Common stock, par value $.0001; 300,000,000
  shares authorized; 2,573,758 shares issued and
  outstanding at September 30, 2004                               257

 Additional paid-in capital                                 6,080,108

 Accumulated deficit                                       (6,853,836)
                                                         ------------
 Total Stockholders' deficit                               (  772,971)
                                                         ------------
 Total Liabilities and Stockholders' deficit                $  42,460
                                                         ============
The accompanying notes are an integral part of these financial statements.
</Table>
<page>


<table>
<caption>                             ISA INTERNATIONALE INC.
                                     STATEMENTS OF OPERATIONS
<c>                                               <c>                   <c>
                                                         (Audited)              (Audited)
                                                     Nine Months Ended    Twelve Months Ended
                                                    September 30, 2004      December 31, 2003
                                                    ------------------      -----------------

Revenues:
 Operating revenues                                    $         0               $        0

Operating expenses:
General & Administrative                                   122,931                  359,631
Valuation charge - stock option                             60,000                        0
Settlement expense                                          14,523                  359,329
                                                       ------------               ---------
     Operating loss                                       (197,454)                (718,960)
Other income (expense):
    Interest (expense)                                     (50,646)                 (68,034)


Extraordinary item,
    Gain on extinguishment of debt                                                   86,889
                                                       ------------             -----------

Net income (loss)                                       $ (248,100)              $(700,105)
                                                     ==============            ============
Basic and diluted earnings (loss) per share:
Total Net earnings (loss) per share                     $    (0.28)               $  (1.56)
                                                     ==============            ===========
Average shares of common stock outstanding:
  (Effected for reverse stock split
   Basic & Diluted                                         874,085                 449,689
                                                     ==============            ============

The accompanying notes are an integral part of these financial statements.
</table>
<Page>


<table>

<caption>                                             ISA INTERNATIONALE INC.
                                                STATEMENTS OF STOCKHOLDERS' DEFICIT
                             NINE MONTHS ENDED SEPTEMBER 30, 2004 AND TWELVE MONTHS ENDED DECEMBER 31, 2003
<c>                           <c>        <c>    <c>        <c>    <c>         <c>          <c>

                                Preferred Stock     Common Stock  Additional                     Total
                                Number of  Par   Number of   Par    Paid-in    Accumulated    Stockholders
                                shares    Value    Shares           Capital      Deficit.        Deficit
                              ----------------------------------------------------------------------------
Balance, December 31, 2002     5,000,000   $500   372,880    $37   $4,986,437  $(5,905,631)     $(918,657)
 (Adjusted for 140:1 stock split)
Net income (loss) for period                                                      (700,105)      (700,105)
                              ----------------------------------------------------------------------------
Balance, December 31, 2003     5,000,000   500    372,880     37    4,986,437   (6,605,736)    (1,618,762)


Stock issued for conversion of
convertible debentures at $0.70
per share                                         838,174     84      586,635                     586,719

Stock issued for interest due
to convertible debenture holders
at $0.70 per share                                  1,854      0        1,298          0            1,298

Issuance of common stock as
Settlement to former convertible
debenture holders and stockholders
at $0.70 per share                                160,850     16      112,579          0          112,595

Issuance of common stock for DLC
Indemnification Agreement                       1,200,000    120      329,594          0          329,714

Value assigned to option
Agreement                                                              60,000                      60,000
Indemnification Agreement additional
  interest for two debenture holders                                    3,567                       3,567

Net income (loss) for period                                                      (248,100)      (248,100)
                              ----------------------------------------------------------------------------
Balance, September 30, 2004    5,000,000 $500   2,573,758   $257   $6,080,108  $(6,853,836)    $ (772,971)
                              ============================================================================
The accompanying notes are an integral part of these financial statements.
</table>
<page>


<table>
<caption>
                           ISA INTERNATIONALE INC.
                           STATEMENT OF CASH FLOWS
  Nine Months Ended September 30, 2004 and Twelve Months Ended December 31, 2003
               Increase (Decrease) in Cash and Cash Equivalents
<c>                                             <c>             <c>
                                                  (AUDITED)        (AUDITED)
                                            Nine Months Ended Twelve Months Ended
                                           September 30, 2004   December 31, 2003
                                            -----------------  ------------------
Cash flow from operations:

Net (loss) from operations                       $  (248,100)      $  (700,105)
Less: Extra-ordinary item                                              (86,889)

Adjustments to reconcile net (loss) from operations
  to cash flow used in operating activities:
Stock options valuation charge - related party        60,000
Other costs incurred-pending acquisitions            (39,806)             --
Common stock payable - services                                        631,706
Common stock payable - interest expense               15,820            --
Accounts payable & accrued expenses                    2,541           (14,359)
Accrued expenses - related party                      75,000            70,000
Accrued interest payable                              49,348            62,157
                                                   ----------       ----------
Cash used for all operations                         (85,197)          (37,490)
                                                   ----------        ---------
Cash flow from finance activities:

Proceeds from issuance of convertible demand notes    82,797            41,002
                                                   ----------        ---------
Cash provided by financing activities                 82,797            41,002
                                                   ----------        ---------

Increase (decrease) in cash and cash equivalents      (2,400)            3,513
Cash and cash equivalents, beginning of period         5,055             1,542
                                                   ----------        ---------
Cash and cash equivalents, end of period               2,655             5,055
                                                   =========         =========

Non-cash investing in financing transactions:

Issuance of common stock as settlement to former
   Convertible debenture holders                     332,810
Issuance of common stock for services by directors,
   Consultants and President of Company              366,503
Stock issued to related party for
   indemnification agreement                         329,714              --
Convertible debenture and accrued interest
   expense liquidated upon settlement with
   creditors                                                   451,354
Issuance of common stock for settlement
    with creditors                                                    100,000
                                                   ----------       ---------
Total non-cash transactions                        1,029,027          551,354
                                                   ==========       =========
The accompanying notes are an integral part of these financial statements.

</table>
<page>


                         ISA INTERNATIONALE INC.
                       NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2004 AND TWELVE MONTHS ENDED DECEMBER 31, 2003

1.) NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

1.a) NATURE OF BUSINESS

ISA Internationale Inc. (the Company or ISAI) was incorporated on June 2, 1989,
under the laws of the State of Delaware under a former name and became a
reporting publicly held corporation on November 15, 1999. On May 8, 1998,
Internationale Shopping Alliance Incorporated (Internationale), a Minnesota
corporation, was merged with the Company, a Delaware corporation, pursuant to a
merger agreement dated April 23, 1998. Upon consummation of the merger,
Internationale became a wholly owned subsidiary of the Company. During 2000,
the Company sold its International Strategic Assets, Inc. subsidiary and
discontinued the operations of its ShoptropolisTV.com subsidiary. Since then,
reorganization specialists, Doubletree Capital Partners LLC, has internally
reorganized the Company's financial affairs and changed its direction to focus
on the financial services industry.

On August 19, 2004, the Company signed an asset purchase agreement with five
California Companies, wherein common shares of the Company would be used to
purchase the assets being acquired. Terms of the agreement, as previously
reported in 8K filings by the Company on August 23, 2004, November 3, 2004 and
recently January 14, 2005, have not been complied with by the seller of the
assets enumerated in the agreement and, accordingly, the Company has not been
able to complete the asset purchase agreement. Upon completion of the seller's
certified audits for the years 2003 and 2004, now scheduled to be finalized by
April 30, 2005, and their submission to the Securities and Exchange Commission,
as required by the agreement, the transaction will be considered completed and
reported by the Company at that time. We have not taken effective control of
the companies and assets as described in the asset purchase agreement nor will
we take effective control until the audits are completed and the agreement has
closed.

1.a.1) Change in Fiscal Year

On November 4, 2004 the Company announced with an 8-K filing it was changing
its fiscal year from December 31 to September 30, therein making fiscal year
2004 a nine-month period that commenced on January 1, 2004 and accordingly ends
on September 30, 2004. Any references to the fiscal year 2004 will therefore be
for a nine-month period of time from January 1 to September 30, 2004.

1.b) Stock split

On January 12, 2004, the Company's Board of Directors approved a reverse stock
split of 1 to 140, effective on common shares outstanding as of January 22,
2004. The accompanying financial statements and notes reflect all shares and
per share amounts on a post-split basis.

<page>


1.c) Presentation

The Balance Sheet at September 30, 2004 contains contra account statement
presentation for certain convertible debenture notes payable, related accrued
interest payable and accounts payable-disposed business in the amount of
$313,2810. Reference should be made to note 4.e.c in these notes to financial
statements for additional information as to financial statement presentation at
September 30, 2004.

For comparison purposes, the following condensed statements of operations are
presented below for the nine month periods ending September 30, 2004 and
September 30, 2003 (unaudited) respectively.
                                            (Audited)         (Unaudited)
                                        Nine Months Ended   Nine Months Ended
                                       September 30, 2004  September 30, 2003
                                       ------------------  ------------------

Operating (loss)                              $  (197,454)        $ (66,656)
Interest Expense                                  (50,646)          (52,456)
Net Income (loss)                                (248,100)         (118,112)
Net loss per share                                  (0.28             (0.32)
Average number of shares of common stock
 Outstanding: Basic and diluted                   874,085           372,880

Comparison cash flow information for the nine month periods ending September
30, 2004 and 2003 (unaudited) are presented as follows below:

                                            (Audited)         (Unaudited)
                                        Nine Months Ended   Nine Months Ended
                                       September 30, 2004  September 30, 2003
                                       ------------------  ------------------

Net (loss) from operations                  $    (248,100)       $ (118,112)
Adjustments to reconcile net loss from operations
  To cash flow used in operating activities:
Stock options valuation Charge                     60,000
Other costs incurred- acquisitions pending        (39,806)
Common stock payable- interest expense             15,820
Accounts payable & accrued expense                 77,541            36,712
Accrued interest payable                           49,348            52,456
                                                 --------        ----------
Cash (used for) all operations                    (85,197)          (28,944)
Proceed from issuance of convertible notes         82,797            28,487
                                                 --------        ----------
(Decrease in cash and cash equivalents             (2,400)             (457)
Cash at beginning of period                         5,055             1,542
Cash at end of period                               2,655             1,085

<page>



1.d) USE OF ESTIMATES

The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue
and expenses during the reporting period. Actual results could differ from
those estimates.

In 2004, significant estimates of the fair value of the Company's common stock
were computed under FASB Statement No. 123, Accounting for Stock-Based
Compensation and used to value the 6,000,000 shares stock option for $60,000 to
DCP (a related party) and the 1,200,000 shares to DLC (a related party) for an
indemnification agreement to the Company in the amount of $329,714. The
valuations were based upon the Company's estimates of the goods or services or
transactional related value of consideration received by the Company. Since no
established market exists for the Company's common shares, the Company, for
consummated agreements through September 30, 2004, used alternative valuations
of estimates.
<page>


1.e) REVENUE RECOGNITION

There were no operating revenues in 2004 and 2003.

1.f) ADVERTISING COSTS

No advertising expenses were incurred for 2004 and 2003.

1.g) LOSS PER SHARE

Basic loss per share excludes dilution and is computed by dividing the net
loss by the weighted average number of common shares outstanding during the
period. Diluted loss per share includes assumed conversion shares consisting
of dilutive stock options and warrants determined by the treasury stock method
and dilutive convertible securities. In 2004 and 2003, all potentially issuable
shares have been excluded from the calculation of loss per share, as their
effect is anti-dilutive. The weighted average calculation includes the common
stock payable transactions as enumerated in note 5b. For the periods ended
September 30, 2004, and December 31, 2003 respectively, there were 10,421,516
and 4,716,978 anti-dilution common shares potentially issuable.

1.h) INCOME TAXES

The Company has adopted the asset and liability method of accounting for
income taxes. Deferred tax assets and liabilities are recognized for the
expected future tax consequences of temporary differences between the
financial statement carrying amount and tax basis of assets and liabilities.
The Company provides for deferred taxes at the enacted tax rate that is
expected to apply when the temporary differences reverse.

1.i) STOCK-BASED COMPENSATION

Shares of the Company's common stock were issued for consulting services,
settlement expenses and reduction in accounts payable-related party. The common
stock share issuances were computed using a negotiated common stock price of
$0.70 per share. These stock issuances were valued based upon the fair value
of the consideration of debt relief to the Company. See Note 1.c) above for
discussion of the use of estimates in share valuation.

1.j) FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company uses the following methods and assumptions to estimate the fair
value of each class of financial instruments for which it is practicable to
estimate such value:

Cash and short-term investments: The carrying amount approximates fair value
because of the short maturity of those instruments.

Accounts payable: The carrying value of accounts payable approximates fair
value due to the short-term nature of the obligations.

Convertible debentures and notes payable: The carrying value of the Company's
convertible debentures and notes payable, which are in default, approximates
fair value due to the short-term nature of the obligations.
<page>


1.k) NEW ACCOUNTING PRONOUNCEMENTS

In December 2002, SFAS No. 148, Accounting for Stock-Based Compensation--
Transition and Disclosures, (SFAS No. 148") was issued. This statement amends
FASB Statement No. 123, Accounting for Stock-Based Compensation, to provide
alternative methods of transition for an entity that voluntarily changes to the
fair value based method of accounting for stock-based employee compensation. In
addition, this Statement amends the disclosure requirements of SFAS No. 123 and
APB Opinion No. 28, "Interim Financial Reporting," to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and effect of the method used
on reported results. SFAS no 148 is effective for fiscal years ending after
December 15, 2002 and for interim periods beginning after December 15, 2002.
The adoption of the provisions of SFAS No. 148 did not have a material impact
on the Company's result of operation, financial position or cash flow.

In May 2003, the FASB issued Statement No. 150," Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity".
Statement 150 requires that certain financial instruments with characteristics
of both liabilities and equity be classified as a liability. FASB 150 is
effective for financial instruments entered into or modified after May 31,
2003; otherwise it is effective at the beginning of the first interim period
beginning after June 15, 2003.

In November 2003, the FASB deferred application of certain provisions of
Statement 150 though FASB Staff Position (FSP) 150-3 which eliminates the
disclosure requirements for certain mandatory redeemable instruments and
prohibits early adoption of instruments within the scope of the deferrals
established by FSP 150-3. As a result of FSB FSP 150-3, the Company does not
expect the adoption of this statement will have a material impact on the
Company's financial position, results of operations or cash flows.

In January 2003, the FASB issued Interpretation No.46,"Consolidation of
Variable Interest Entities (FIN 46)," and in December 2003, issued a revision
to FIN 46. FIN 46 is an effort to expand upon and strengthen existing
accounting guidance as to when a company should consolidate the financial
results of another entity. Interpretation 46 requires "variable interest
entities" as defined to be consolidated by a company if that Company is subject
to a majority of expected losses of the entity or is entitled to receive a
majority of expected residual returns of the entity, or both. The company that
is required to consolidate a variable interest entity is referred to as the
entity, primary beneficiary. The interpretation also requires certain
disclosures about variable interest entities that a company is not required to
consolidate, but in which it has a significant variable interest.

The consolidation and disclosure requirements apply immediately to variable
interest entities created after January 31, 2003. For all variable interest
entities created prior to February 1, 2003, FIN 46 is effective for periods
ending after March 15, 2004, except for entities that are considered Special
Purpose Entities, to which the provisions apply as of December 31, 2003.
The Company is not the primary beneficiary of any variable interest entities
created after February 1, 2003, nor does the Company expect the final adoption
of this statement to have a material impact on its financial position or
results of operations.
<page>


In December 2004, the FASB issued SFAS No.153, "Exchanges of Nonmonetary
Assets, an amendment of APB Opinion No. 29, Accounting for Nonmonetary
Transactions. "The amendments made by Statement 153 are based on the principle
that exchanges of nonmonetary assets should be measured based on the fair value
of the assets exchanged. Further, the amendments eliminate the narrow exception
for nonmonetary exchanges of similar productive assets and replace it with a
broader exception for exchanges of nonmonetary assets that do not have
commercial substance. Previously, Opinion 29 required that the accounting for
an exchange of a productive asset for a similar productive asset or an
equivalent interest in the same or similar productive asset should be based on
the recorded amount of the asset relinquished. Opinion 29 provided an exception
to its basic measurement principle (fair value) for exchanges of similar
productive assets. The Board believes that exception required that some
nonmonetary exchanges, although commercially substantive, be recorded on a
carryover basis. By focusing the exception on exchanges that lack commercial
substance, the Board believes this Statement produces financial reporting that
more faithfully represents the economics of the transactions. The Statement is
effective for nonmonetary asset exchanges occurring in fiscal periods beginning
after June 15, 2005. Earlier application is permitted for nonmonetary asset
exchanges occurring in fiscal periods beginning after the date of issuance.
The provisions of this Statement shall be applied prospectively. The Company
has evaluated the impact of the adoption of SFAS 153, and does not believe the
impact will be significant to the Company's overall results of operations or
financial position.

In December 2004, the FASB issued SFAS No.123 (revised 2004), "Share-Based
Payment". Statement 123(R) will provide investors and other users of financial
statements with more complete and neutral financial information by requiring
that the compensation cost relating to share-based payment transactions be
recognized in financial statements. That cost will be measured based on the
fair value of the equity or liability instruments issued. Statement 123(R)
covers a wide range of share-based compensation arrangements including share
options, restricted share plans, performance-based awards, share appreciation
rights, and employee share purchase plans. Statement 123(R) replaces FASB
Statement No. 123, Accounting for Stock-Based Compensation, and supersedes APB
Opinion No. 25, Accounting for Stock Issued to Employees. Statement 123, as
originally issued in 1995, established as preferable a fair-value-based method
of accounting for share-based payment transactions with employees. However,
that Statement permitted entities the option of continuing to apply the
guidance in Opinion 25, as long as the footnotes to financial statements
disclosed what net income would have been had the preferable fair-value-based
method been used. Public entities (other than those filing as small business
issuers) will be required to apply Statement 123(R) as of the first interim or
annual reporting period that begins after June 15, 2005. The Company has
evaluated the impact of the adoption of SFAS 123(R), and does not believe the
impact will be significant to the Company's overall results of operations or
financial position.

In March 2004, the FASB approved the consensus reached on the Emerging Issues
Task Force (EITF) Issue No. 03-1, "The Meaning of Other-Than-Temporary
Impairment and Its Application to Certain Investments." The objective of this
Issue is to provide guidance for identifying impaired investments. EITF 03-1
also provides new disclosure requirements for investments that are deemed to be
temporarily impaired. In September 2004, the FASB issued a FASB Staff Position
<page>



(FSP) EITF 03-1-1 that delays the effective date of the measurement and
recognition guidance in EITF 03-1 until after further deliberations by the
FASB. The disclosure requirements are effective only for annual periods ending
after June 15, 2004. The Company has evaluated the impact of the adoption of
the disclosure requirements of EITF 03-1 and does not believe the impact will
be significant to the Company's overall results of operations or financial
position. Once the FASB reaches a final decision on the measurement and
recognition provisions, the company will evaluate the impact of the adoption of
EITF 03-1.

In November 2004, the FASB issued SFAS No. 151 "Inventory Costs, an amendment
of ARB No. 43, Chapter 4". The amendments made by Statement 151 clarify that
abnormal amounts of idle facility expense, freight, handling costs, and wasted
materials (spoilage) should be recognized as current-period charges and require
the allocation of fixed production overheads to inventory based on the normal
capacity of the production facilities. The guidance is effective for inventory
costs incurred during fiscal years beginning after June 15, 2005. Earlier
application is permitted for inventory costs incurred during fiscal years
beginning after November 23, 2004. . The Company has evaluated the impact of
the adoption of SFAS 151, and does not believe the impact will be significant
to the Company's overall results of operations or financial position.

In December 2004, the FASB issued SFAS No.152, "Accounting for Real Estate
Time-Sharing Transactions, an amendment of FASB Statements No. 66 and 67" (SFAS
152). The amendments made by Statement 152 This Statement amends FASB Statement
No. 66, Accounting for Sales of Real Estate, to reference the financial
accounting and reporting guidance for real estate time-sharing transactions
that is provided in AICPA Statement of Position (SOP) 04-2, Accounting for Real
Estate Time-Sharing Transactions. This Statement also amends FASB Statement No.
67, Accounting for Costs and Initial Rental Operations of Real Estate Projects,
to state that the guidance for (a) incidental operations and (b) costs incurred
to sell real estate projects does not apply to real estate time-sharing
transactions. The accounting for those operations and costs is subject to the
guidance in SOP 04-2. This Statement is effective for financial statements for
fiscal years beginning after June 15, 2005, with earlier application
encouraged. The Company has evaluated the impact of the adoption of SFAS 152,
and does not believe the impact will be significant to the Company's overall
results of operations or financial position.

<page>



(2.) LIQUIDITY AND GOING CONCERN MATTERS

The Company has no operations and incurred losses since its inception and, as a
result, has an accumulated deficit of $6,853,836 at September 30, 2004. The net
loss for the nine month period ended September 30, 2004 was $248,100.  The
Company had convertible debenture debt in default in the amount of $ 150,000,
plus related accrued interest payable of $89,338. These factors raise
substantial doubt about the Company's ability to continue as a going concern.

The Company's ability to continue as a going concern depends upon successfully
restructuring its debt, obtaining sufficient financing to maintain adequate
liquidity and provide for capital expansion until such time as operations
produce positive cash flow. The Company is in reorganization at the present
time except for the acquisition activities and remains in default on certain
debenture obligations amounting to $150,000.

The accompanying financial statements have been prepared on a going concern
basis, which assumes continuity of operations and realization of assets and
liabilities in the ordinary course of business. The financial statements do not
include any adjustments that might result if the Company was forced to
discontinue its operations. The Company's current plans are to complete its
pending asset acquisition agreement and bring to a conclusion its re-
organization efforts and resume operations. There can be no assurance that
these actions will be successful.

Recent acquisition agreements announced in the Company's August 23, 2004 8-K
filing, subsequently amended on November 2, 2004 and again on January 13, 2005,
if executed will give the Company an operating business subsidiary in the
financial services industry in 2005. However, due to the inability of the
Company to receive certified audits of the assets of the acquired companies, as
required in the asset acquisition agreement, none of the acquired companies
assets, liabilities, or revenues and expenses are included at September 30,
2004. The Company is providing audit and bookkeeping assistance to enable the
completion of the agreement which requires the completion of the certified
audit for the years 2003 and 2004 of the acquired companies. The Company has
incurred costs of $39,805 as of September 30, 2004 related to this acquisition
activity and these have been recorded as a deferred acquisition cost in the
financial statements for the period ending September 30, 2004.

<page>


(3.) INCOME TAXES

The Company has incurred significant net operating losses. The Company has not
reflected any benefit of such net operating loss carry-forwards in the
accompanying financial statements. The income tax expense benefit
differed from the amount computed by applying the U.S. federal income tax rate
of 34% to income before income taxes as a result of the following:

                                               2004             2003
                                          ---------        ---------
 Computed "expected" tax benefit               34.0%           34.0%
 State income tax, net of federal benefit       3.8%            3.8%
 Change in valuation allowance                (37.8%)         (37.8%)
                                          ---------        ---------

The tax effect of temporary differences that give rise to significant portions
of the deferred tax assets for the period ended September 30, 2004 and December
31, 2003 is presented below:

                                          2004             2003
                                       ---------        ---------
Deferred tax assets:
Net operating loss carry forward      $2,039,000       $1,968,000
Start up costs                                              6,000
Other                                                       8,000
                                       ---------        ---------
Total gross deferred tax assets        2,039,000        1,982,000
Valuation allowance                   (2,039,000)      (1,982,000)
                                       ---------        ---------
Net deferred tax assets               $       --        $      --
                                       =========        =========

In assessing the realization of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred
tax assets will not be realized. The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible. Based on the
level of historical taxable income and projections of future taxable income
over the periods in which the deferred tax assets are deductible, management
does not believe that it is more likely than not the Company will realize
the benefits of these deductible differences. Accordingly, the Company has
provided a valuation allowance against the gross deferred tax assets as of
September 30, 2004 and December 31,2003.

For the period ended September 30, 2004, the Company reported a net operating
tax loss carry-forwards of approximately $5,393,631. The federal net operating
loss carry-forwards begin to expire in the year 2011.

Federal tax laws impose significant restrictions on the utilization of net
operating loss carry-forwards in the event of a change in ownership of the
Company that constitutes an "ownership change," as defined by the Internal
Revenue Code, Section 382. The Company's net operating loss carry-forward will
be subject to the above limitations.

<page>


(4.) STOCK ISSUANCE

(4.a) PREFERRED STOCK

The preferred stock may be issued from time to time in one or more series.
Each series is to be distinctly designated. All shares of any series of the
preferred stock shall be alike in all rights. Each series will identify the
rights to preference in liquidations, voting rights, dividend and other powers,
qualifications, or restrictions.

During 2000, the Company issued 5,000,000 shares of preferred stock with
voting rights equivalent to the number of shares of common stock the
shareholder would be entitled to under the conversion feature of the stock.
The conversion feature allows the shareholder to convert to 125,000
(post-split) common shares (after giving effect to the reverse stock split
that was effective on January 22, 2004) or 75% ownership of the common
stock to be outstanding, based upon an anti-dilution provision clause that
states upon exercise, the preferred shares will ultimately convert into no less
than a 75% ownership of the then common shares to be outstanding. As a result
of the shares issued and common stock payable as of September 30, 2004, common
shares issuable to the Financial Company for its convertible loans and accrued
interest payable and computed on a post-split basis, the preferred shares upon
conversion would convert into no less than 10,421,516 additional common shares.
The timing of the conversion is at the discretion of the holder.

On January 12, 2004, by written action of the stockholders of a majority of the
common stock outstanding, and at a duly called special meeting of its
shareholders, the Company approved the increase of the aggregate number of
shares of preferred stock authorized from 5,000,000 to 30,000,000. The
principal purpose of the authorizing of a preferred share increase was to
enable the Company to have additional means to facilitate new capital
attraction at the time of the completion of the reorganization process.

(4.b) COMMON STOCK

As of September 30, 2004, 2,573,758 shares of Common stock were issued and
outstanding, of which 2,200,878 shares of Common stock were issued during the
nine-month period ending September 30, 2004. Of these shares, 1,100,878 were
valued based upon the amount of the liability settled at a negotiated per share
price of $0.70 per share. The remaining 1,200,000 were valued based upon the
consideration given to the Company in the indemnification agreement, which also
approximated the value of the Company's common stock. One prior convertible
debenture holder who agreed to prior conversion of their notes into common
stock was authorized to receive 100,002 shares but these shares were not issued
due to a delay in receiving required paperwork from the investor. These shares
are not included in total outstanding shares as of September 30, 2004. See note
(4.b.1).

<page>


(4.b.1) COMMON STOCK PAYABLE:

During the year ended December 31, 2003, the Company and its board of directors
approved for issuance 1,078,277 (post-split) shares of common stock for
services and debt restructuring costs.  Of this amount, 1,000,878 shares have
been issued and 100,002 shares remained to be issued to a convertible debenture
holder as of September 30, 2004. Required paperwork to facilitate the
transaction with the Company's Transfer Agent had not been received.
Consequently, these transactions were recorded as "common stock payable" as of
September 30, 2004.

Included in the approved common shares referred to above, were 513,328 (post-
split) common stock shares for issuance to all previously converted debenture
holders for the express purpose of equalizing their respective share conversion
price received for debenture principal and interest due on debenture
investments. All of the debenture holders received common shares at the
negotiated price of $0.70 per share (post-split) as of September 30, 2003,
their final date of conversion. This transaction resulted in settlement expense
charge to the income statement of the Company of $359,329 for the year ended
December 31, 2003 and an additional $14,523 during the nine months ended
September 30, 2004. All of these shares were issued by September 30, 2004,
except the 100,002 common shares referred to above were issued subsequent to
September 30, 2004.

 (4.c) STOCK WARRANTS

Between October 1997 and April 2000, the Company issued warrants, exercisable
over 5 years, to purchase 3,732,990 (pre-split) shares of common stock at $1.00
per share.

The Company applies the FASB 123 standard in accounting for the stock-based
compensation costs of employee stock options in the financial statements. No
warrants were issued to employees in 2004 and 2003. Therefore, pro forma net
loss is the same as reported net loss. The following table contains information
about stock warrants as of September 30, 2004; adjusted for the reverse stock
split of 1 for 140 that occurred on January 2004.

Stock Warrants                                 Shares     Warrant Price
Outstanding and exercisable                 (post-split)   (post-split)
----------------------------------------- ----------------- -----------
Outstanding at December 31, 2002                  26,665       $3.00
Granted                                              -             -
Exercised                                            -             -
Expired or cancelled                             (25,843)      $3.00
                                               ---------       -----

Outstanding and exercisable at December 31, 2003     821       $3.00

Outstanding and exercisable at September 30, 2004    821       $3.00
<page>


(4.d) STOCK OPTIONS

On July 1, 2004, the Company's Board of Directors granted a stock option for
6,000,000 common shares to a related party Doubletree Capital Partners,
Inc.(DCP) at an exercise price of $.60 per share for a five year term
commencing July 1, 2004. The option was granted to DCP as a means to preserve
ownership interest as required in preliminary acquisition discussions. As of
September 30, 2004, the stock options were still outstanding and none of the
options had been exercised.

The Company has followed the "minimum value" approach as explained in FASB
Statement No. 123, wherein the valuation method used more appropriately
determined a fair value of the Company's common shares for determining the fair
market value of the options issued. The Company made a charge to the Company's
income statement in the amount of $60,000 for the estimated value of the
options at the date of issuance on July 29, 2004. The options carry a five year
term from the date of issuance and a related exercise price of $0.60 per common
share exercised. Using a conservative risk-free rate of return for a five year
investment of 2.25%, we further discounted the exercise price by 2.25% to
arrive at the present value of $0.54. Using an average then current stock bid
price of $.55 and expected dividends of zero from the Company, we calculated a
minimum present value of the stock option to be $0.01 for the issuance of the
6,000,000 options. The Company feels this approach is very conservative based
upon the current status of the Company's operations, the lack of trading volume
and active market for the Company's common stock.

As of September 30, 2004, the following table is a summary of the stock options
outstanding on that date adjusted for the reverse stock split of 1 for 140 that
occurred in January 2004

                                                    Weighted Average
                                                 Number of     Exercise
Stock Options                                     Shares        Price
                                               (post-split)  (post-split)
-----------------------------------------       ---------      --------
Outstanding and exercisable at December 31, 2002   23,661          3.00

Granted                                               -            -
Exercised                                             -            -
Expired or cancelled                                  -            -
                                                 --------      --------
Outstanding and exercisable at December 31, 2003   23,661          3.00

Granted                                         6,000,000          0.60
Exercised                                             -            -
Expired or cancelled                                  -            -
                                                ---------      --------
Outstanding & exercisable at September 30, 2004:6,023,661          1.78

The weighted average estimated fair value of stock options granted during
2004 and 2003 was $0.01 and $0 per share, respectively.


<page>


(4.e) INDEMNIFICATION AGREEMENT - RELATED PARTY

On July 1, 2004, the Company approved the issuance of 1,200,000 common shares
to an affiliated company, Doubletree Liquidation Corporation (DLC). DLC is a
corporation owned 50% by the Company's President and 50% by an affiliated
stockholder, whose ownership exceeds, beneficially, 5% of the Company's common
stock. The affiliated company, DLC, has issued an indemnification guarantee to
the Company wherein it will process, review, and guarantee payment for certain
prior Company liabilities (both actual and contingent) that may arise during
the next four years from June 30, 2004. The Company has deemed the value of the
transaction to be $329,714 based upon the consideration given to the Company in
the indemnification agreement.

During the four years of the agreement, DLC will endeavor to finalize and bring
to a conclusion, the payment of prior operation's liabilities. As the remaining
liabilities are paid or resolved, The Company will receive such notification of
the resolution and may be allowed to reduce the carrying value of the
indemnification receivable. The remaining unpaid liabilities can be summarized
as (1) one defaulted convertible debenture in the amount of $150,000 and one
converted debenture loan payable in the amount of $50,000. Both of these notes
are included on the books of the Company along with related accrued interest
payable in the amount of $89,338, (2) One account payable - disposed business
in the amount of $24,000 is also covered by this indemnification agreement at
September 30, 2004.

The following is summary of the presentation of the liabilities in the Balance
Sheet statement at September 30, 2004:

Description of debt indemnification:               Current      Long-term

  Defaulted convertible debenture payable        $ 150,000      $       0
  Defaulted accrued interest payable                89,281
  Account payable-disposed business                 24,000
  Convertible debenture payable                                    50,000
  Less, contra-indemnification receivable         (263,281)       (50,000)
                                                 ---------      ---------
  Balances per balance sheet, at
    September 30, 2004:                          $       0      $       0
                                                 =========      =========

The Company believes that beyond the $329,714 referred to above, there will be
no additional charge or exposure for past liabilities, contingent or otherwise
to the Company and if any do occur, they will be the responsibility of DLC in
accordance with their guarantee to the Company as enumerated in the
Indemnification Agreement.

(4.f) Restatement of June 30, 2004 Financial Statements and 10-QSB

The value of the indemnification agreement transaction had been recorded during
the quarter ended June 30, 2004 in the previously determined amount of
$561,000. The $561,000 was based upon a more encompassing list of unpaid
liabilities from all prior operations of the Company, both parent and
subsidiary included, The Company now deems their potential debt payment
exposure to be limited to only the liabilities included on the Company's
financial statements in the amount of $329,714 at the date of the issuance of
the Indemnification Agreement by DLC, plus accrued interest that may occur
<page>


until all debts are settled and paid. The valuation change herein discussed
will require a change to the Company's previously filed Form 10-QSB financial
statement report with the Securities and Exchange Commission. Also the Company
will record an additional $14,523 in expense to issue an additional 20,747
shares of common stock for additional interest due to the conversion of a
convertible debenture. The Company will make this amended report to the SEC
within the next thirty days from the date of this report. The following table
summarizes the changes to the financial statements as of June 30, 2004 before
and after the revisions:

                                         As Reported     Revised
      Total Assets                             $ 403         403
      Total Liabilities                    1,709,249   1,162,772
      Stockholders Equity                 (1,593,045) (1,032,045)
      Loss on extinquishment of debt                      14,523
      General and Administrative expense      83,916      83,916
      Interest expense                        31,885      31,885
      Net (loss)                            (115,802)   (130,324)

(5.) CONVERTIBLE DEBT

(5.a) CONVERTIBLE DEBENTURES

The Company issued convertible debentures in a private placement between
November 1999 and May 2000.  These debentures were convertible at the option
of the holder into common stock at $1.50 per share and bear interest, which
is payable quarterly beginning June 30, 2000 at 12%.  The debentures had a
term of three years and mature between November 2002 and May 2003. The
issuance of these debentures included a beneficial conversion feature with
intrinsic value resulting from the market price for common stock being
greater than the option price. The beneficial conversion feature amounted to
$422,920, which was greater than the proceeds of the related debentures
by $25,000.

The amount of the beneficial conversion feature not exceeding the
proceeds from the debentures is immediately recognized as interest expense
because the right to convert to common stock is vested upon issuance of the
debentures. Accordingly, interest expense for the year ended December 31,
2000 included $397,920 related to the beneficial conversion feature.

As of September 30, 2004, the Company was in default on the terms of payment of
quarterly interest on these debentures amounting to $88,473 and $73,545,
respectively.  Accordingly, two remaining convertible debentures have been
classified as a current liability amounting to $150,000. Reference should be
made to note 4.e in these notes to financial statements as this amount has been
offset by a contra-indemnification receivable.

During 2003, the Company extended one previously defaulted $50,000 convertible
debenture to a future due date of March 31, 2006 with interest payable at that
date. The interest rate was also lowered to 6% par annum. The debenture is also
convertible into common shares of the Company at the rate of $3.00 per share at
the option of the holder. It is classified as a long-term liability and has
been offset by a contra-indemnification receivable.
<page>


(5.b) CONVERTIBLE NOTES PAYABLE - RELATED PARTY

The Company issued convertible notes payable during the nine months ended
September 30, 2004 and year ended December 31, 2003, to an entity owned by two
of the Company's stockholders. These notes are due on demand, bear interest at
12%, are secured by the assets of the Company and are convertible at the option
of the holder into common stock at $0.70 per share. These convertible notes
were previously convertible at the rate of $2.80 per share, but in July 2004
the Board of Directors changed the conversion rate to $.70 per share. The
change did not result in any beneficial intrinsic value to their holders and no
change to the Company's financial statements was required as the fair value of
the Company's common stock was less than the $0.70 per share.

The issuance of these notes did not include a beneficial conversion feature
with intrinsic value resulting from the market value for common stock being
less than the conversion price. Interest expense on these notes amounted to
$37,983 and $38,956 during the nine months ended September 30, 2004 and the
year ended 2003 respectively. Accrued interest on these notes was $130,946 at
September 30, 2004.

(6.) RELATED PARTY TRANSACTIONS

Convertible Notes Payable - See note 6 b.

The Company incurred expenditures with its President who is also a stockholder
for consulting services amounting to $75,000 and $75,000 in the nine months
ended September 30, 2004 and year ended December 31, 2003 respectively. In
December 2003, the Company's Board of Directors approved the issuance of
357,143 common shares as partial payment for services rendered to date. These
unpaid consulting services remain as accrued expenses at September 30, 2004. As
a Director, the President received an additional 35,715 common shares
authorized to him during the year ended December 31, 2003 for his services as a
director of the company and issued in 2004. Three other directors received a
total of 107,145 shares for their services.

(7.) OTHER INFORMATION AND SUBSEQUENT EVENTS

Asset Acquisition and Purchase Agreement

On August 19, 2004, the Company announced the acquisition of five related
companies known as Harrison Asset Management, Inc., Money Asset Management,
Inc., Cash Asset Management, Inc., United Recovery, Inc. and First American
Family Financial Services, Inc., currently involved with the debt collection
business. The purchase agreement provided for the issuance of 14,500,000 common
stock shares in the form of 5,250,000 delivered to escrow arrangements at
closing pending completion of certified audits for the years 2003 and 2004 and
its operations to the date of the agreement in 2005, as finalized. Additional
bonus shares 4,000,000 will be due on the acquired company's attainment of
certain EBITDA levels for the years 2005, 2006, and 2007, along with 5,250,000
common stock warrants exercisable in the years 2005, 2006, and 2007 in
accordance with the terms and conditions of the agreement.

<page>


The terms of the purchase agreement, as previously reported in 8K filings by
the Company on August 23, 2004, November 3, 2004 and recently January 14, 2005,
have not been complied with by the seller of the assets enumerated in the
agreement. Accordingly, the Company has not been able to complete the asset
purchase agreement. Upon completion of the seller's certified audits for the
years 2003 and 2004, now scheduled to be finalized by April 30, 2005, and their
submission to the Securities and Exchange Commission, as required by the
agreement, the transaction will be considered completed and reported by the
Company at that time.

All common stock issued as of September 30, 2004 for this agreement and
accordingly being held in escrow for this agreement to be finalized are being
treated as not issued for presentation purposes on these included financial
statements for fiscal year 2004; nor have any financial assets or operations of
the acquired companies assets been included in the Company's financial
statements.

On November 1, 2004 and again on January 13, 2005, the Company amended its
asset acquisition and purchase agreement with the five California companies
wherein the date of closing was extended from August 19, 2004 to November 1,
2004 and further again to April 30, 2005 or sooner to that point in time
when the related certified audits for the years 2003 and 2004 are completed.
Also refer to footnotes 1(a) and 1(b) in the footnotes to these financial
statements.

Other Information

On January 27, 2005, the Company Board approved a Code of Business Conduct and
Ethics policy. This Code provides clear rules to assist our employees, officers
and directors in taking the proper actions when faced with an ethical dilemma.

Item 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

The Company changed accountants during 2003 and again in 2004. On August 3,
2004 the Company announced the engagement of Stonefield Josephson, Inc.
Certified Public Accountant, as their principal certifying accountants.
Stonefield Josephson, Inc was founded in 1975 and is one of the largest
regional CPA firms based in California, headquartered in Santa Monica, CA. The
decision to accept the engagement of Stonefield Josephson, Inc C.P.A. was
approved by the Board of Directors on August 3, 2004. Stonefield Josephson,
Inc. will be performing the third quarter review and annual audit of the
Company's financial statements for the fiscal year ending September 30, 2004.

George Brenner, CPA, A Professional Corporation, the Company's prior principal
accounting firm, resigned effective August 3, 2004. The Company filed this
report on Form 8-K to confirm the change in the Company's independent
registered public accountant. George Brenner, C.P.A., performed the annual
audit and review of ISA Internationale, Inc. financial statements year ending
December 31, 2002 and for the quarterly periods and year ending December 31,
2003. George Brenner CPA, also performed review services for the Company's
financial statements for the quarters ended March 31, 2004 and June 30, 2004.

<page>



On April 10, 2003 the Company filed Form 8-K/A amending its' filing of
April 9, 2003 to include as an exhibit a letter to the SEC from their former
accountants informing the SEC of their dismissal as principal accountants. The
letter further states their agreement with the Company's disclosure statements
in our Form 8-K filing on April 9, 2003 under item 4. Further, the Company's
amended filing clarified the dismissal date of their former accountants,
Beckstead and Watts, LLP effective April 9, 2003. Beckstead and Watts, LLP CPA
Firm did perform review services for the Company's financial statements for the
quarter ended September 30, 2002.

There were no disagreements with the accountants on matters of accounting and
financial disclosure in 2004 and 2003. In connection with the audit of the
fiscal year ended September 30, 2004, and the subsequent interim period through
December 15, 2004, there were no disagreements with the Company's principal
accountants on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements if
not resolved to their satisfaction would have caused them to make reference in
connection with their opinion to the subject matter of the disagreement. The
Company believes that during the most recent calendar year and through December
15, 2004, there have been no reportable events (as defined in Regulation S-K
Item 304 (a)(1)(V)).

Item 8.a. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Within the 90 days prior to the end of the period covered by this report, the
Registrant carried out an evaluation of the effectiveness of the design and
operation of its disclosure controls and procedures pursuant to rule 13a-15
under the Securities Exchange act of 1934, as amended ("Exchange Act"). This
evaluation was done under the supervision and with the participation of the
Registrant's President. Based upon that evaluation, they concluded that the
Registrant's disclosure controls and procedures are effective in gathering,
analyzing and disclosing information needed to satisfy the Registrant's
disclosure obligation under the Exchange Act. There were no significant changes
in the Registrant's disclosure Controls and procedures, or in its factors that
could significantly affect those controls since the most recent evaluation of
such controls.

As a non-accelerated filer with a fiscal year end of September 30, the Company
must first begin to comply with the requirements of Section 404 of the
Sarbanes-Oxley Act of 2002 ("Section 404") for the fiscal year ending September
30, 2006. During fiscal 2005, management will review and evaluate the
effectiveness, and where necessary, enhance the Company's internal controls
over financial reporting. The Company anticipates that it may need to engage a
third party to assist it with the design of such internal controls over
financial reporting. As of the date of this report, the Company has not yet
engaged any such third party. This review and any enhancements, if necessary,
will likely involve significant time and expense by the Company and its
independent auditors. Accordingly, there can be no assurances that the Company
will be in compliance with the requirements of Section 404 by September 30,
2006.
<page>


Item 8.b.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  LISTING OF EXHIBITS
The exhibits required to be a part of this report are listed in the Index to
Exhibits on page 47.

(b)  REPORTS ON FORM 8-K SUMMARY

On April 9, 2003 the Company filed Form 8-K to announce the engagement of
George Brenner, C.P.A., as their principal accounting firm for the Period
Ended December 31, 2002. On April 10, 2003 the Company filed Form 8-K/A to
clarify the dismissal date of their former accounting firm.

On January 12, 2004 the Company filed Schedule 14C to announce (a.) increasing
the aggregate number of preferred shares authorized from 5,000,000 shares to
30,000,000 and (b.) issue the reverse stock split of 140 shares to 1 share of
Company common stock to shareholders on record effective as of January 22,
2004.

On July 28, 2004, the Company announced that it has signed a binding letter of
intent to acquire a debt-free, privately-held network of financial services
companies composed of Harrison Asset Management Inc. (HAMI), Money Asset
Management, Inc. (MAMI), Cash Asset Management Inc. (CAMI), e-commerce bank
First American Financial Family Services (FAFFS), and United Recovery Inc.
(URI) - a wholly owned subsidiary of MAMI.

On August 5 2004, the Company announced the engagement of Stonefield Josephson,
Inc. Certified Public Accountant, as their principal certifying accountants.
George Brenner, CPA, A Professional Corporation, the Company's prior principal
accounting firm for ISA Internationale, Inc., resigned, effective August 3,
2004.

On August 23, 2004, the Company announced that it has completed and finalized
the acquisition of the privately held network of financial services companies
composed of Harrison Asset Management Inc. (HAMI), Money Asset Management, Inc.
(MAMI), Cash Asset Management Inc. (CAMI), e-commerce bank First American
Financial Family Services (FAFFS), and United Recovery Inc. (URI) - a wholly
owned subsidiary of MAMI.

On November 3, 2004, the Company announced it had amended its acquisition
agreement originally dated August 19, 2004 to complete and finalize the
acquisition of the privately-held network of financial services companies
composed of Harrison Asset Management Inc. (HAMI), Money Asset Management, Inc.
(MAMI), Cash Asset Management Inc. (CAMI), E-commerce Bank, First American
Financial Family Services (FAFFS), and United Recovery Inc.(URI) - a wholly-
owned subsidiary of MAMI to November 1, 2004 On August 19, 2004, ISAT completed
the agreement to exchange common shares and common share warrants of ISAT for
certain assets of the group of companies above. Paragraph 2.5 of the Asset
Purchase Agreement, previously filed with the SEC in an 8-K dated 8-23-04,
stated ISA Internationale Inc. would be provided audited financial statements
within 70 days of closing and such audited statements would be used to
apportion the 5,000,000 shares of common stock of ISAI among the three
companies in accordance with the asset values being transferred from each of
the companies to ISAI.
<page>


Subsequent to the amended agreement of October 29, 2004, the parties have again
determined that audited financial statements for the periods covered by the
revised agreement can not be provided as required by the agreement.

On November 4, 2004, the Company announced it changed its fiscal year end to
September 30. Formerly it was December 31, 2004. Fiscal year 2004 will have
only three quarters of activity from January 1, 2004 to September 30, 2004.
ISAI will be reporting its year-end results in Form 10-KSB. The Board of
Directors of the Company approved the resolution to change its fiscal year as
authorized under Article IX of its corporation bylaws on November 2, 2004.

On January 14, 2005, the Company announced it amended again its agreement to
complete and finalize the acquisition of the assets of a privately held network
of financial services companies composed of Harrison Asset Management Inc.
(HAMI), Money Asset Management, Inc. (MAMI), Cash Asset Management Inc. (CAMI),
E-commerce Bank, First American Financial Family Services (FAFFS), and United
Recovery Inc. (URI) - a wholly-owned subsidiary of MAMI to April 30, 2005. A
related Stock Acquisition Agreement was also amended.
<page>


                              PART III

Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Directors and Executive Officers of the Company

Set forth below are the names of the directors and executive officers of the
Company as of September 30, 2004, their ages, the year first elected as an
executive officer and/or director of the Company, and employment history for
the past five years.

Also set forth below are the changes to names of the directors and executive
officers of the Company as of January 1, 2002 through December 31, 2003,
their ages, the year first elected as an executive officer and/or director of
the Company, and employment for select persons for the past five years.

Name              Positions with the Company          Age    Since

Bernard L. Brodkorb, President, Chief Executive Officer,
          Chief Financial Officer and Director
          Chairman of the Board of Directors [1]      63  January 2001

[1] (Note: Was Treasurer, Chief Financial Officer and Director from October
1997 to July 2000.

Roger G. Garmann        Outside Director              67  August 2000

Donald G. Kampmann      Outside Director              51  January 2001

James S. Dixon          Outside Director              57  January 2001

Directors:

BERNARD L. BRODKORB (October 1997 to July 2000; January 2000 to present) was
the Treasurer, Chief Financial Officer and a director of the Company since
it's inception in October 1997. Mr. Brodkorb resigned as Treasurer, Chief
Financial Officer and Director on July 2000. He was elected to the board of
directors in January 2001, elected by the board of directors as interim
President, Chief Executive Officer, and Chief Financial Officer in February
2001. Mr. Brodkorb is an independent practicing licensed Certified Public
Accountant (CPA) within the State of Minnesota for many years, and has
extensive experience in financial and accounting matters relating to both
private and public companies, including auditing, financial consulting and
advising on corporate taxation. He is a member of the Minnesota Society of
Certified Public Accountants and the American Institute of Certified Public
Accountants.
<page>


ROGER G. GARMANN (August 2000 to present) is an outside director of the
Company from August 2000 to present. Mr. Garmann has a law enforcement
background and worked for ISAI's wholly owned subsidiary International
Strategic Assets, Inc for five years as a salesman.

DONALD G. KAMPMANN (January 2000 to present) is an outside director of the
Company from January 2000 to present.  Mr. Kampmann has been an allotted board
member by Doubletree Capital Partners, Inc.  Mr. Kampmann is President of
Freeland Financial Services and Minneapolis Financial Center, a Minnesota
mortgage placement and service center for mortgage loans for over the last six
years.

JAMES S. DIXON (January 2000 to present) is an outside director of the Company
from January 2000 to present.  Mr. Dixon has been an allotted board member by
Doubletree Capital Partners, Inc.  Mr. Dixon has been Vice President and
Secretary of West America Securities, Inc. of Scottsdale, Arizona during the
last six years.

Section 16(A) Beneficial Ownership Reporting Compliance

Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires the Company's directors, executive officers, and any persons
holding more than 10% of the outstanding common stock of the Company to file
reports with the Securities and Exchange Commission concerning their initial
ownership of common stock and any subsequent changes in that ownership.
Following the effective date of the Company's Form 10-SB in November 1999, the
Company's officers, directors and 10% shareholders failed to file Initial
Statements of Beneficial Ownership on Form 3.  In addition, Jeffrey Abrams and
John Bradley, executive officers of ShoptropolisTV.com, Inc., failed to file
reports on Form 4 to reflect the receipt of option grants for 500,000 shares
and 100,000 shares, respectively.  In 2000, Jeffrey Abrams, John Bradley and
Alex Adamovich, executive officers of ShoptropolisTV.com, Inc., and Jack T.
Wallace, executive officer of ISAI, failed to file reports on Form 4 to reflect
the receipt of option grants for 1,500,000 shares, 100,000 shares, 100,000
shares and 1,000,000 shares, respectively; and Roger Garmann, director of
ISAI, failed to file Initial Statements of Beneficial Ownership on Form 3.

In 2001, Bernard Brodkorb and Doubletree Capital Partners, Inc. failed to file
initial statements of beneficial ownership due to the uncertain amount of
shares that will be due Doubletree Capital Partners, Inc. as a result of the
reorganization efforts of the company. In 2002, Bernard Brodkorb, Charles
Newman and Doubletree Capital Partners, Inc. filed Statements of Beneficial
Ownership on Form 3. In 2004, Bernard Brodkorb, Charles Newman and Doubletree
Capital Partners, Inc. filed Statements of Beneficial Ownership on Form 3.

CODE OF ETHICS

We have adopted a code of ethics that applies to our principal executive
officers, principal financial officer, principal accounting officer or
controller, or persons performing similar functions as well as all Board of
Director's members.


<page>


Item 10.  EXECUTIVE AND DIRECTOR COMPENSATION

For the fiscal year ended September 30, 2004 and the fiscal year ended December
31, 2003, no cash compensation was paid to executive officers or directors.

The following table sets forth information the remuneration of our chief
executive officer during any part of our last two fiscal years, including
non cash compensation.
<Table>
<c>           <c>     <c>              <c>          <c>            <c>            <c>            <c>

                                SUMMARY EXECUTIVE AND DIRECTOR COMPENSATION
-----------------------------------------------------------------------------------------------------------
                       ANNUAL COMPENSATION                                     LONG TERM COMPENSATION

                                                                    AWARDS                   PAYOUTS
                                                 OTHER     RESTRICTED    SECURITIES
NAME AND                                         ANNUAL       STOCK       UNDERLYING    LTIP     ALL OTHER
PRINCIPAL     FISCAL                            COMPENSA      AWARD        OPTIONS     PAYOUTS    COMPENSA
POSITION      YEAR      SALARY ($)   BONUS ($)    TION ($)      ($)          SARS ($)     ($)       TION($)
-----------------------------------------------------------------------------------------------------------

Bernard L.     2004   $75,000(1)(2)    -0-        -0-         -0-           -0-         -0-     $    ( )
Brodkorb       2003   $75,000(1)(2)    -0-        -0-         -0-           -0-         -0-     $25,000 (3)
President
-----------------------------------------------------------------------------------------------------------

All Other      2004       -0-          -0-        -0-         -0-           -0-         -0-         0
Directors      2003       -0-          -0-        -0-         -0-           -0-         -0-     $75,000(4)
----------------------------------------------------------------------------------------------------------
</table>

(1) This compensation was recorded on the books of the Company as compensation
-non cash-consulting and accrued as Accounts Payable -Related Party.

(2) During the year ended December 31, 2003, 357,143 shares of stock were
authorized to the President as partial payment of this compensation. These
shares were issued in May, 2004.

(3) This compensation was received on the books of the Company as directors
fees non cash and was paid with the issuance of 35,715 shares of common
stock valued at $0.70 per share. This director fee payment is for the years
2000, 2001, 2002, and 2003.

(4) This compensation was recorded on the books of the Company as directors'
fees non cash and was paid with the issuance of 107,142 shares of common
stock valued at $0.70 per share. These directors' fees are for the years 2000,
2001, 2002, and 2003.


<page>


Director Compensation

In 2004, Directors did receive 142,850 compensational shares as compensation
for their services as directors for the four years ended December 31, 2003.
These shares were voted and approved by the Board of Directors in December
2003 and were valued at $.70 per common share to be issued, ($100,000) for the
year ended December 31, 2003.  This is the only compensation ever paid to any
of the directors for their services on the Company's Board.

In late 1997, the three directors of the Company at the time (Mr. Durand, Mr.
Brodkorb and Mr. Wolfbauer) were granted warrants to purchase a total of
13,279 (post-split) shares of common stock of the Company at an exercise price
of $1.00 per share (post split adjusted) over a five-year term, with Mr.
Durand receiving warrants to purchase 7,143 (post-split) common shares, Mr.
Brodkorb receiving warrants to purchase 2,857 (post-split) of these shares,
and Mr. Wolfbauer receiving warrants to purchase 3,279 (post-split) of these
shares. All of these warrants have expired as of September 30, 2004.

No Director compensation has been authorized for services for the year 2004
through February 15, 2005, the date of this 10KSB transition report filing.

Stock Options Granted for Compensation

We do not have any stock option plans at this time, but plan to adopt a plan
for our employees in the future.

In July 2004 the Company's Board of Directors granted a stock option for
6,000,000 common shares to a related party, Doubletree Capital Partners, Inc.,
at an exercise price of $.60 per share for a five year term commencing July 1,
2004. The option was granted to DCP as a means to preserve ownership interests
as required in preliminary acquisition discussions. As of September 30, 2004,
the stock options were still outstanding and none of the options had been
exercised.

Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of September 30, 2004, certain information
regarding the beneficial ownership of shares of common stock of the Company by
(1) each person or entity who is known by the Company to own more than 5% of
the Company's common stock, (2) each director of the Company, and (3) all
directors and executive officers of the Company as a group.

11-A. Security Ownership of Certain Beneficial Owners

                                    Shares of Common Stock    Percent of
Name and Address of Beneficial Owner  Beneficially Owned      Outstanding
-------------------------------------------------------------------------
Doubletree Capital Partners, Inc. (1)   18,904,701             95.02%
A Minnesota corporation
12201 Champlin Drive, Champlin, MN 55318

Bernard L. Brodkorb (2)                  9,639,369             48.45%
St. Paul, MN.

<page>



(1) Includes 10,421,516 shares which may be acquired upon conversion of
5,000,000 shares of Preferred Stock; includes 800,079 shares which may be
acquired upon Conversion of convertible loans payable and accrued interest
payable at September 30, 2004; 21,429 common shares acquired in November, 2000
and 1,232,143 common shares held by an affiliated company to be distributed to
creditors of ShoptropolisTV.com, a former subsidiary company of ISAI, as may
be deemed necessary for the resolution of any contingent, non-contingent and
or real liabilities that may arise in the future.

(2) Includes a beneficial interest in warrants to purchase 6,000,000 shares
exercisable at $0.60 per share issued to Doubletree Capital Partners, Inc.;
includes 50% beneficial interest in Doubletree Capital Partners, Inc.;
includes 8,929 common shares owned since 1998 and 392,857 common shares issued
in 2004, which would result in total ownership shares of 9,639,369.

11-B. Security Ownership of Management

                                        Number of Common Stock    Percent of
Name and Address of Beneficial Owner     Beneficially Owned      Outstanding

Bernard L. Brodkorb, Jr. (3)                 18,904,701             95.02%
St. Paul, MN

Roger G. Garmann (4)                             38,875               .21%
Lakeville, MN

Donald G. Kampman (5)                            35,714               .18%
Prior Lake, MN.

James S. Dixon (5)                               35,714               .18%
Scottsdale, AZ.
                                             ----------            ------
Directors and executive officers as a group  19,015,004             95.67%
 (4 persons, including those named above)
 (3) Includes 50% beneficial interest in warrants to purchase shares
      exercisable at $.60 per share.
 (4) Includes 35,714 common shares issued in 2004.
 (5) Includes 35,714 common shares issued in 2004.
<PAGE>


Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The promoters of the Company from the founding of the Company in October 1997
are Gerald J. Durand (October 1997 to December 2000), Bernard L. Brodkorb, Jr.
(October 1997 to July 2000, and January 2001 to present), Ronald G. Wolfbauer
(October 1997 to May 2000) and Michael G.W. Birch (October 1997 to December
1999) also collectively known as the founders of the Company. Incident to
the founding and organization of the Company in October 1997, the promoters of
the Company received the following shares of common stock and related warrants
incident to services rendered by them regarding the founding and organization
of the Company. Their services were valued on the basis of $.0001 per share
(Pre-split).
Name of Founder                   Common Shares Issued     Common Shares
                                                          Exercisable by
                                                                 Warrant
                                      (post-split)           (post-split)
--------------------------------------------------------------------------
Gerald J. Durand                           42,857                     0
Bernard L. Brodkorb                        12,500             6,000,000
Ronald G. Wolfbauer                         3,279                     0
Michael G.W. Birch                         12,500                     0

In January 1999, the Company redeemed a total of 11,786 (post-split) shares of
its common stock from Mr. Gerald J Durand, Mr. Bernard L. Brodkorb and Mr.
Michael G. W. Birch as follows: Such shares were returned to the Company and
contributed to the capital stock account of the Company for no consideration.

        Name                      Number of Shares Redeemed (post-split)
        Gerald J. Durand                          4,286
        Bernard L. Brodkorb                       3,750
        Michael G.W. Birch                        3,750

In February 1999, Barbara McLean exercised warrants to purchase 10,929
(post-split) shares of common stock of the Company for $0.50 per share, or
total consideration of $765,000.  Ms. McLean exercised these warrants in
connection with an offer by the Company to all warrant holders to reduce the
exercise price from $1.00 to $0.50 for a temporary period.  In total, warrants
to purchase 16,729 (post-split) shares of common stock were exercised for
$528,202 in cash and $642,838 value in gold bullion and coins.

In June 2002, Barbara McLean was issued 71,270 (post-split) shares of common
stock in exchange for convertible debt of $498,887 in principal and accrued
interest

In December 2003, the Company authorized issuing to the President, 392,857
(post-split) common shares as payment for consulting services rendered during
the three years from 2001 to 2003 as the Company's President and his services
as a Director. These shares were issued in June 2004.
<Page>


ITEM 13. PRINCIPAL ACCOUNTANT FEES AND SERVICES

14.1 Audit Fees.

The aggregate fees billed for each of the two fiscal years for professional
services rendered by George Brenner, CPA for the audit of the Registrant's
annual financial statements, and review of financial statements included in
the company's Form 10-QSB's: 2004 - $22,372; 2003 - $4,427.

The Company has issued a $10,000 retainer fee to the firm of Stonefield
Josephson, Inc. as of September 30, 2004 for services rendered in connection
with the audit of the Company's financial statements for the fiscal year ended
September 30, 2004.

14.2 Audit-Related Fees.

The aggregate fees billed in each of the last two fiscal years for assurance
and related services by George Brenner, C.P.A. that are reasonably related to
the performance of the audit or review of the Registrant's financial
statements and are not under Audit Fees above: $0 and $0 in 2004 and 2003.
Fees incurred by Stonefield Josephson, Inc. are included in Audit Fees.

14.3 Tax Fees.

The aggregate fees billed in each of the last two fiscal years for
professional services rendered by Mr. Brenner for tax compliance and tax
planning: $0 and $0 in 2004 and 2003.

14.4 All Other Fees.

The aggregate fees billed in each of the last two fiscal years for products
and services by Mr. Brenner, other than the services reported above:
 $0 and $0 in 2004 and 2003.

14.5 Audit Committee's pre-approval policies and procedures.

The Registrant's committee consists of two Directors. The audit committee has
adopted a written charter. The Registrant's Board of Directors has determined
the Company does have a financial expert serving on its audit committee.

The Registrant does not have any pre-approval policies and procedures. The
audit committee makes recommendation concerning the engagements of independent
public accountants, review with the independent public accountants the scope
and results of the audit engagement, approves all professional services
provided by the independent accountants, reviews the independence of the
independent public accountants, considers the range of audit and non-audit
fees, and review the adequacy of the Registrant's internal accounting
controls.

14.6 Work performed by other than the principal accountant's engagement of
full time permanent employees.

The percentage of time expended by other than full time permanent employees of
the principal accountant did not exceed 50%.
<page>


                               SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

    Signature                   Title                          Date
___________________________________________________________________________

ISA INTERNATIONALE INC.


_____________________________________
/s/Bernard L. Brodkorb
By Bernard L. Brodkorb                                    March 1, 2005
President, Chief Executive Officer, and Director

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

______________________________________
/s/ Bernard L. Brodkorb,                                  March 1, 2005
By: Bernard L. Brodkorb
President, Chief Executive Officer, and Director


______________________________________
/s/ Donald G. Kampmann                                    March 1, 2005
By: Donald G. Kampmann        Director

______________________________________
/s/ James S. Dixon                                        March 1, 2005
By: James S. Dixon            Director

<Page>


                            SECTION 302 CERTIFICATION

I, Bernard L. Brodkorb, certify that:

1. I have reviewed the annual report on Form 10-KSB of ISA Internationale
Inc.;

2. Based on my knowledge, this report does not contain any untrue statements
   of a material fact or omit to state a material fact necessary to make
   the statements made, in light of the circumstances under which such
   statements were made, not misleading with respect to the period covered
   by this report;

3. Based on my knowledge, the financial statements, and other financial
   information included in this report, fairly present in all material
   respects the financial condition, results of operations and cash flows
   of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for
   establishing and maintaining disclosure controls and procedures (as
   defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
   and have:
   a) Designed such disclosure controls and procedures to ensure that
      material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within
      those entities, particularly during the period in which this report
      is being prepared;
   b) evaluated the effectiveness of the registrant's disclosure controls
      and procedures as of a date within 90 days prior to the filing date
      of this report (the "Evaluation Date"); and
   c) presented in this report our conclusions about the effectiveness of
      the disclosure controls and procedures based on our evaluation as of
      the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
   our most recent evaluation, to the registrant's auditors and the audit
   committee of registrant's board of directors:
   a) all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to
      record, process, summarize and report financial data and have
      identified for the registrant's auditors any material weaknesses
      in internal controls; and
   b) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls.

6. The registrant's other certifying officers and I have indicated in this
   report whether there were significant changes in internal controls or
   in other factors that could significantly affect internal controls
   subsequent to the date of our most recent evaluation, including any
   corrective actions with regard to significant deficiencies and material
   weaknesses.

 /s/ Bernard L. Brodkorb
President, CEO, CFO, Chairman of the Board        Date: March 1, 2005
<page>


                           CERTIFICATION PURSUANT TO
                            18 U.S.C. SECTION 1350
                            AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of ISA Internationale Inc., (the
"Company") of Form 10-KSB for the period ending September 30, 2004, as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Bernard L. Brodkorb, Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1.) the report fully complies with the requirements of Section 13(a)
or 15 (d) of the Securities Exchange Act of 1934; and

(2.) the information contained in the Report fairly presents, in all material
 respects, the financial condition and result of operations of the Company.

       /s/ Bernard L. Brodkorb
       By: Bernard L. Brodkorb
       President, Chief Executive Officer, and Chief Financial Officer

Date: March 1, 2005
<page>


ISA INTERNATIONALE INC.
FORM 10-KSB
INDEX TO EXHIBITS

All of the following are included in our Form 10-SB Registration Statement
(File No. 0-027373) and are incorporated by reference.

Item No.  Description

3.1      Articles of Incorporation of the Company (incorporated by reference
to Exhibit 2(i) to the Company's registration statement on Form 10-SB (File
No. 0-27373)).

3.2      By-laws of the Company (incorporated by reference to Exhibit 2(ii) to
the Company's registration statement on Form 10-SB (File No. 0-27373)).

4.1      Form of Common Stock Certificate (incorporated by reference to
Exhibit 3 to the Company's Registration Statement on Form 10-SB (File No. 0-
27373)).

10.1     Agreement and Plan of Business Combination dated April 11, 1998
between ISA Internationale Inc. (formerly known as 1-800 Consumer
International Inc.), a Delaware corporation and Internationale Shopping
Alliance, Inc., a Minnesota corporation (now a wholly owned subsidiary of ISA
Internationale Inc. (incorporated by reference to Exhibit 6(i) to the
Company's registration statement on Form 10-SB (File No. 0-27373)).


End of Report







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