U.S. SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                -----------------------------------------

                               FORM 10-KSB/A

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
                For the fiscal year ended December 31, 2003


                  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 or other jurisdiction of      (I.R.S. Employer Identification No.)
 Incorporation or organization)

                  2560 Rice Street, St. Paul, MN 55113

            (Mailing address of principal executive offices)

               Issuer's telephone number (651) 489-6941
----------------------------------------------------------------------------
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 Act:

Common Stock, $.0001 par value
(Title of class)
--------------------------------

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 [ ]

On December 31, 2003, after giving effect to a reverse stock split of 1 for 140
that occurred on January 12, 2004, effective as of January 22, 2004, there were
372,880 shares of the Registrant's common stock, par value $.0001 per share,
outstanding 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.
<page>



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 December 31,
2003 and computed on a post-split basis, the preferred shares upon conversion
would convert into no less than 4,716,978 additional common shares.

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

Transitional small business disclosure format. Yes [ ] No [X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Sect. 229.405 of this chapter) is not contained in this
form, and no disclosure will 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 the Form 10-KSB.
  Yes [X]  No [ ]

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 equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as
of a specified date within the past 60 days (See definition of affiliate in
Rule 12b-2 of the Exchange Act): $335,592 as of April 30, 2004.

The number of shares outstanding of the issuer's common stock as of December
31, 2003(After giving effect to a reverse stock split of 1 for 140: Common
stock, $.0001 Par Value, 372,880 shares outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:  NONE

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

<PAGE>


                           ISA INTERNATIONALE INC.
                                 FORM 10-KSB

                             TABLE OF CONTENTS

                                                                      Page
                                  PART I

Item 1.  Description of Business                                         4
Item 1-A.Important Factors                                               5
Item 2.  Description of Properties                                       8
Item 3.  Legal Proceedings                                               9
Item 4.  Submission of Matters to a Vote of Security Holders            10


                                   PART II

Item 5.  Market for Common Equity and Related Stockholder Matters       11
Item 6.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                     15
Item 7.  Financial Statements and Supplementary Data                    20
           Table of Contents                                            20


                                   PART III
Item 8.  Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure                                      35
Item 8A. Controls and Procedures                                        36
Item 9.  Directors, Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(a) of the Exchange Act            36
Item 10. Executive Compensation                                         37-39
Item 11. Security Ownership of Certain Beneficial Owners
          and Management                                                39-40
Item 12. Certain Relationships and Related Transactions                 41
Item 13. Exhibits and Reports on Form 8-K                               42
Item 14. Principal Accountant Fees and Services                         42-43

         Signatures                                                     44
         Certification pursuant to section 302                          45
         Index to Exhibits, Form 10-KSB                                 47

















<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" and the "Company" refer to ISA Internationale
Inc. unless the context indicates otherwise.

A. Corporate Organization and Recapitalization

ISA Internationale Inc. (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 a 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, and
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.
<PAGE>


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.ISAI's present
strategy is to complete the reorganization of its financial affairs and
endeavor to find a suitable candidate for merger or acquisition.

B. Personnel

On January 1, 2000, ISAI had 15 full-time employees including three executive
officers, three administrative and accounting personnel, and nine precious
metals sales representatives.  During the first quarter of 2000, ISAI added 12
full-time employees for its Shoptropolis operations, including one executive
officer and three senior management persons.  Three senior management persons
headed the product-buying group of Shoptropolis. ISAI's full-time employees
then totaled 27.

In May 2000, ISAI sold International Strategic Assets, Inc. and thus eliminated
12 full-time employees, including one executive officer, one administrative
person, one accounting person, and nine precious metals sales representatives.
During the second quarter of 2000, Shoptropolis laid off 12 full-time
employees. ISAI's full-time employees then totaled three, two executive
officers and one administrative person.

In August 2000, Gerald Durand, the founder and President of ISAI and CEO of
Shoptropolis, a wholly owned subsidiary, resigned. Jack Wallace, a member of
the ISAI board of directors assumed the position of acting CEO of ISAI and
Shoptropolis, and Chairman of ISAI's board of directors. In November 2000, the
President of Shoptropolis, Jeffrey Abrams, resigned from that position and as a
member of the board of directors.

On December 31, 2000, ISAI had no full-time employees.  The chief executive
officer position of ISAI and Shoptropolis was held by Jack Wallace

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.  The acting chief
financial officer of ISAI, Bernard L. Brodkorb, filled the chief executive
officer position of ISAI and Shoptropolis.  This person continues in this
position with ISAI as President, Chief Operating Officer, Chief Financial
Officer, and Chairman of the Board. He also serves as a consultant to the
Company.

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 core business strategy of
developing and launching its 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 will be
<PAGE>


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 their development stage.  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
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 however, hopefully
complete its financial re-organization and endeavor to find a suitable
candidate for merger or acquisition of the Company.

History of Losses and Anticipated Further Losses
ISAI has generated only limited revenues to date and has an accumulated deficit
as of December 31, 2003 of $6,605,736. 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 and 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) 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
<PAGE>


history of operating losses and its need for significant additional capital,
the reports of the Company's consolidated financial statements for the years
ended December 31, 2003, and 2002 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.

Control By Existing Management
One principal shareholder Doubletree Capital Partners, Inc beneficially owns
approximately 83.84% of ISAI's outstanding common stock, which includes common
stock that can be converted from preferred stock owned by the one principal
shareholder,  and accordingly has complete control of its 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. 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 "pennystock 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 is 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 PROPERTIES

At December 31, 2003, the Company's only asset was cash of $5,055.

From September 2000 to January 2001, the Company rented a shared-office space
in St. Paul, MN on a month-to-month basis. Monthly rental expense was $480.00,
which included base rental amount and tenant's share of overall building
complex maintenance expense, and real estate taxes. The Company's wholly owned
subsidiary, Shoptropolis, also shared an office in the St. Paul facility.

From January 2000 through September 2000, the Company leased office space in
Burnsville, Minnesota.  The facility was approximately 4,996 square feet and
was being leased under a four (4) year lease, expiring December 31, 2003, with
option to downsize and/or relocate the leased premises, and an option to
terminate the lease.  Monthly lease installments were approximately $7,486,
which included base rental amount and tenant's share of overall building
complex maintenance expense and real estate taxes. The Company's wholly owned
subsidiary, Shoptropolis, also shared an office in the Burnsville facility. On
September 30, 2000, ISAI exercised its option to terminate the lease resulting
in no additional payments after September 30, 2000.

Prior to being sold by ISAI in May 2000, the Company's wholly owned subsidiary,
International Strategic Assets, Inc., leased its sales and administrative
facilities for its precious metals sales operations in a large office complex
in Eagan, Minnesota, a suburb of Minneapolis/St. Paul. These facilities
consisted of approximately 7,300 square feet and were being leased under a
five-year lease expiring in 2004. Monthly payments were approximately $6,188,
which included the base rental amount and the tenant's share of the overall
building complex expenses and real estate taxes. Monthly rental would increase
if such operating expenses and real estate taxes increase. Rental payments
under this lease were guaranteed by ISAI.  As of the date of sale of ISA, ISAI
no longer guaranteed the ISA lease.

In December 1999, the Company leased a 70,089 square foot facility in Eagan,
Minnesota for its wholly owned subsidiary, Shoptropolis.  The facility was to
be Shoptropolis' headquarters and would house administration offices,
purchasing, warehousing, shipping and receiving, and telephone call-centers,
for the television and Internet home-shopping operations.  The lease terms were
eight (8) years expiring March 2008.  The monthly lease installments commenced
March 2000, and were approximately $36,000, which included base rental amount,
building complex maintenance expense and real estate taxes. The base annual
rent increased by ten-percent the second year and by four percent in the fourth
and seventh year.  Monthly lease installments would also increase if operating
expense and real estate taxes increased.  ISAI had guaranteed the lease
payments under this lease.  In July 2000 the landlord terminated the lease as a
result of ISAI's default for lack of monthly lease payments as required. In
July, the lessor seized the Company's lease deposits in the amount of $170,000.
<page>


In August 2000, ISAI requested and the landlord agreed to the reinstatement of
the lease in its entirety.  Additional security payments were required as well
as the payment of the monthly rents on a current and timely basis. In addition,
the reinstatement of the lease provided the lessor the opportunity to exercise
its stock warrants and resell the stock for a minimum of Three Hundred Thousand
Dollars ($300,000.00). The lessor agreed to return to the Company its $170,000
security deposit net of one month's gross rent or approximately $39,500, which
was held by the lessor. The original agreement was further modified to limit
the amount of ISAI's tenant improvement costs to be paid by the lessor to
$38,324. In August 2000 ISAI paid the Landlord under terms of the restated
lease $74,739.54 for the combined July 2000 and August 2000 rent payments, and
$1,417.47 in respect of the amortized prorated monthly rental installment and
operating expenses for the month of March 2000. No other monies were paid to
the Landlord under the terms of the restated lease.

In December 2000, the landlord agreed to terminate the lease upon payment by
ISAI of $54,500.00 and satisfaction of a $27,430.35 construction lien on the
facility. ISAI had no further obligations under the terms of the lease at
December 31, 2000 and all monies paid for rent or leasehold improvements or
security deposits have been charged off as additional rent paid through
December 31, 2000.

Item 3.  LEGAL PROCEEDINGS

The Company was a party to a lawsuit dated June 27, 2000 as a defendant and
was served on August 30, 2000, in the State of Minnesota, County of Dakota,
District Court, First Judicial District, Court file number 19-C5-00-9435.
Investment Rarities Incorporated and Investment Rarities International, Inc.,
for their Complaint against Defendants ISA Internationale Inc., International
Strategic Assets Inc., Ronald G. Wolfbauer, Jr., John Doe and Roger Roe: Claim
misappropriation of trade secrets; breach of contract; inducement to breach a
duty; and, tortuous interference with contractual relations.  ISAI denied each
and every matter, allegation or thing except as may be admitted, qualified, or
affirmatively alleged in the Company's "Separate Answer of ISA Internationale
Inc." dated September 2000.  In March 2001, the Company settled the suit by
agreeing to pay to the plaintiffs the sum of $12,000 and to issue the
plaintiffs 1,500,000 of the Company's par value $.0001 common shares.
Accordingly, the Company included $34,500 as accrued lawsuit settlement expense
in its financial statements at December 31, 2000.

The Knoxville property the Company leased was the subject of a legal
proceeding.  The Company was in default of its lease agreement due to its
inability to pay its lease payments from July 2000 to present.  In fourth
quarter 1999, the Company relocated its home-shopping network from Tennessee to
Minnesota.   This property was sub-leased and ISAI has authorized the owner of
the Knoxville facility to collect the Company's sublease rental installments
and apply them toward the Company's arrears.  The sublease rental installments
from October 2000 through July 2002 were paid to the owner of the Knoxville
facility.  The Company satisfied the legal proceeding with the payment of
$50,000 for full and complete satisfaction of all claims and related judgments
for estimated liabilities related to the disposition of their defendant
position in this matter. The Lessor voided the lease.
<page>


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 has been
recorded on the Company books as of December 31, 2003 at the amount the Company
believes it owes at that date. Therefore the effect on the Company's financial
statements is not material.

Other than the above, 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.  However, the
re-organization efforts of the Company at December 31, 2003 may not be to the
satisfaction of any or all of its creditors and accordingly, several lawsuits
may or could occur at any moment in the re-organization efforts of the Company.
The Company's property is not the subject of a pending legal proceeding, other
than that described above.  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.

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

On March 29, 2001, by written action of a majority of its shareholders, the
Company sold its wholly owned subsidiary, ShoptropolisTV.com, Inc.
(Shoptropolis), for a cash sum of $1, the assumption of all debt of
Shoptropolis with the exception of $50,168 which was guaranteed by the
Company and the Company also agreed to issue 4,500,000 (pre-split) shares
of its stock with a value of $67,500 to satisfy Shoptropolis' creditors.

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 raising the trading price range of the
Company's common stock on the NASDAQ OTC BB. 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

A. Market, Holders and Dividends

The Company's Common Stock traded publicly and quoted over-the-counter on the
NASD Electronic Bulletin Board (OTC BB) under the symbol "ISAI" since May 11,
1998 to January 21, 2004. From January 22, 2004 to present it has traded under
the symbol ISAT.OB.

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 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.

2001
----
First Quarter                     $4.34   $2.10
Second Quarter                    $2.10   $2.10
Third Quarter                     $2.10   $1.68
Fourth Quarter                    $1.68   $1.68

2002
----
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

As of March 30, 2004, there were approximately 206 beneficial owners and
approximately 301 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. This was not done as the preferred stock conversion feature was only for
debt. To date, the Company has incurred losses and presently expects to retain
its future earnings to finance development and expansion of its business.
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>


B.  Recent Sales of Unregistered Securities

The following information includes all securities sold by the Company since
its inception in October 1997:

B.1 Incident to the founding and organization of the Company in late 1997, the
founders of the Company (which included all current directors of the Company)
and certain persons associated with them received a total of 10,824,000
(pre-split)shares of common stock of the Company based on $.01 per share of
value, a total of $108,240, either for services rendered or settlement of
accounts payable involved with the organization of the Company; and they also
received 5-year warrants to purchase a total of 2,884,000 (pre-split) common
shares of the Company exercisable at $1.00 per share.  Exemption for this
transaction is claimed under Section 4(2) of the Securities Act of 1933 since
the founding of the Company was a strictly private transaction not involving
a public offering and all of such founders and their associates acquired the
common stock for long-term investment and all stock certificates were legended
to prevent further distribution thereof unless registered or satisfying an
exemption from registration.

B.2  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.  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 Units
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.  Two of these investors
were Mr. Durand, the Chief Executive Officer of the Company, who purchased
$10,000 of the Units, and Mr. Brodkorb, the Chief Financial Officer of the
Company, who purchased $16,340 of the Units.

B.3  In June 1998, the Company issued a total of 370,000 (pre-split)shares of
its Common Stock to four persons who contributed services to the Company based
on a $.25 common per share price.  These issuances were as follows:

Person Providing Services              Total Value          Shares Issued
                                       Of Services           (Pre-Split)
-------------------------------------------------------------------------
Mid-America Venture Capital Fund, Inc.      $62,500             250,000
Claude Jasper Yow                           $25,000             100,000
Roger Garmann                               $ 2,500              10,000
Darrell Bearson                             $ 2,500              10,000

Messrs. Garmann and Bearson also received five-year warrants to purchase
10,000 shares (pre-split) of Common Stock apiece exercisable at $1.00 per share
(pre-split).  These were all isolated private transactions with exemptions from
registration claimed under Section 4(2) of the Securities Act of 1933, and all
stock certificates were legended to prevent further distribution unless
registered or satisfying an appropriate exemption from registration.

D.  In December 1998, the Company issued 268,000 (pre-split) shares of its
Common Stock to Richard Meyers Family Trust, an accredited investor, in a
private sale at $.75 per share, (pre-split) total consideration of $201,000.
This was a isolated private transaction and
<PAGE>


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.

E.  In January 1999, the Company reduced the exercise price of its outstanding
warrants which were sold as part of the Unit private placement in 1998 to $.50
per share from its original $1.00 per share until the end of February 1999.
Incident thereto, in January-February 1999 the Company issued a total of
2,342,080 (pre-split) shares of its Common Stock to certain warrant holders
exercising their warrants at the reduced price of $.50 per share.
Consideration received by the Company for these warrant exercises consisted
of $528,202 in cash and $642,838 in gold bullion and coins.

Exemption from registration is claimed under Section 4(2) of the Securities
Act of 1933 since these were private transactions with existing shareholders
not involved in a public offering, and they accepted their common shares for
long-term investment and the certificates therefore were legended with a
restrictive legend preventing further distribution or resale unless registered
or satisfying an appropriate exemption from registration.

F.  From September 1999 through February 2000, the Company received aggregate
proceeds of $1,336,640 from the sale and issuance of unsecured convertible
debentures.  The debentures were offered and sold to accredited investors
pursuant to exemption from registration provided by Section 4(2) of the
Securities Act of 1933 and Rule 506 of Regulation D promulgated there under.
The debentures were three year unsecured loans bearing interest at the rate of
12% percent per annum, requiring quarterly interest payments beginning in June
2000. The debentures were convertible into common shares of the company a the
rate of $3.00 per share (pre-split). Each investor was required to complete and
execute a subscription agreement containing representations regarding
accredited status and investment intent.  In addition, the certificates bear a
legend restricting the transfer of the debentures and the underlying shares of
common stock.

G.  From March 2000 through May 2000, the Company received aggregate proceeds
of $255,000 from the sale and issuance of unsecured convertible debentures.
The debentures were offered and sold to accredited investors pursuant to
exemption from registration provided by Section 4(2) of the Securities Act of
1933 and Rule 506 of Regulation D promulgated there under.  Each investor was
required to complete and execute a subscription agreement containing
representations regarding accredited status and investment intent.  In
addition, the certificates bear a legend restricting the transfer of the
debentures and the underlying shares of common stock.

H.  In May 2000, the Company sold its 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.

I. During the quarter ending June 30, 2000, the Company had one option
exercise for 5,000 (pre-split)shares of common stock for $6,850.

J.  From July 2000 through October 2000, the Company sold a total of 902,857
Shares (pre-split) of its Common Stock: 200,000 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
<PAGE>


and 17,858 (pre-split) at a purchase price of $.28 per share, for a total
amount of $148,1000, to a limited number of 19 investors (most of whom are
accredited investors) in a private placement.

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 is issuing 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.

K.  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, 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, 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.

In the year 2003, the company authorized the issuances of the following common
stock shares. These issuances will occur in 2004.

L.  The Company's Board of Directors has 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 due on debenture
investments. All of the debenture holders will receive common shares at the
revised price of $.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. These shares will be issued in 2004.

M.  The Company also issued 41,376 (post-split) shares of common stock at the
rate of $.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.

N.  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
<PAGE>


Directors for the entire re-organization 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.

 O.  The Company had 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.

Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

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

Through its two wholly-owned subsidiary Minnesota corporations,
ShoptropolisTV.com, Inc. (f/k/a Internationale Shopping Alliance, Inc.)
and International Strategic Assets, Inc., ISA was engaged in two distinct
businesses: (1.) the development of a multimedia home shopping network
primarily for the purpose of generating direct retail sales of varied products
from TV viewers and Internet shoppers, and (2.) direct sales via outbound
telemarketing of precious metals consisting mainly of gold and silver coins
and bars.

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 is now 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
<page>


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, ISA 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 consisting mainly
of gold and silver coins and bars.  ISAI sold International Strategic
Assets, Inc. in May 2000.

SAI'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.

Results of Operations for the Years ended December 31, 2003 and 2002.

Sales and Gross Profit.

As a result of the discontinuance of its two business segments, no sales were
recorded for the years ended December 31, 2003 and 2002 for the company.
The company is still undergoing financial reorganization.

Operating and Interest Expenses.

General and administrative expenses were $359,631 for the year ended December
31, 2003 and $75,500 for the year ended December 31, 2002. The expenses for
year 2003 were principally for office occupancy, telephone changes, consulting
costs, president's consulting fees and additional outside consulting costs. The
company incurred $359,329 in common stock issuance costs related to shares to
be issued by the company for settlement expenses. Interest expenses decreased
to $68,034 in the year ended December 31, 2003 from $88,021 in the year ended
December 31, 2002. The decrease is primarily the result of the conversion of
convertible debentures in the year ended December 31, 2003.

At this time the Company has no anticipation as to its operating expenses
in future periods as it continues its re-organization efforts. No current
expenses are being incurred except interest, minimal office, telephone and
legal and professional expenses relating to the re-organization efforts and
ultimate disposition of the Company or the obtaining of a new business
enterprise.

Gains and Losses.

Net income (loss) for the years ended December 31, 2003
and 2002 were $(700,105) and $256,348, respectively.  The loss in 2003 is due
principally due 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 re-organization activities
of the Company.
<PAGE>


The extraordinary gains in 2003 and 2002 are solely due to the extraordinary
gains from early extinguishments of debt the Company has experienced due to
the extensive reorganization efforts currently going on during these years.
If the reorganization efforts were not currently ongoing, the Company would
be incurring substantial losses due to its lack of operations. 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 its 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.

In the years ended December 31, 2003 and 2002, the Company raised $41,002
and $78,756, 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 $2.80 per share, bearing interest at the rate of 12% per annum and
are collateralized by all assets of the company.

As of December 31, 2003, the Company had current assets of $5,055 consisting
of cash only. At the same time, the Company had $1,573,817 in current
liabilities consisting of $105,776 in accounts payable,$754,792 in common stock
payable, $44,000 in accounts payable disposed business, $2,000 in accrued
liabilities, subordinated debentures payable in default totaling $150,000 in
principal, convertible notes payable of $346,312 and related interest accruals
of $170,937. Accordingly, the Company had a working capital deficit of
$1,568,762 at December 31, 2003.
<PAGE>


The Company's current capital resources are not sufficient to supports its
development and operations.  The Company is not able to continue the
development of its home shopping network and related website or commerce
operations. Additional 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 re-organization 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 re-organization process is completed, the Company cannot
provide assurances as to its future viability or its ability to prevent
the possibility of a bankruptcy filing 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 years ended December 31, 2003 and 2002 include
explanatory paragraphs 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 raising the trading price range of the
Company's common stock on the NASDAQ OTCBB. 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 December 31, 2003 and
2002. 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.

Other Going Concern matters

One remaining officer Bernard L. Brodkorb is currently managing the Company.
In addition, the Company has suspended its development activities pending the
resolution of its financial matters.

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 $73,545 in related interest as of December 31, 2003.
No interest payments were ever made by the Company on the debentures. These
debentures were classified as current liabilities as of the end of the 2nd
quarter of 2000. The Company converted $940,000 of principal and 1031 accrued
interest in the amount of $169,435 into 15,794,917 (pre-split) common shares of
the Company at the rate of $.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 shares of
common stock at the rate of $.05 per share.
<PAGE>


During the year ended December 31, 2003, $65,000 in debentures payable were
converted into common shares (pre-split) at $.02 plus additional accrued
interest due on extended debentures payable of $50,000 in the amount of $21,633
was also converted into common shares (pre-split) at the rate of $.02 per
share. Accordingly, 5,792,600 (pre-split) common shares were issued to these
debenture holders at the rate of $.02 per share for interest and principal due
thereon. The Company is presently attempting to convert the remaining debenture
holders to common shares at for principal and accrued interest as of December
31, 2003

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

Independent Auditor's Report ----------------------------------------20

Balance Sheets as of December 31, 2003 and 2002----------------------21

Statements of Operations for the years ended
 December 31, 2003 and 2002------------------------------------------22

Statements of Stockholders' (Deficit) for the
 years ended December 31, 2003 and 2002.-----------------------------23

Statements of Cash Flows for the
 years ended December 31, 2003 and 2002------------------------------24

Notes to Financial Statement-----------------------------------------25

<page>


INDEPENDENT AUDITORS' REPORT

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

I have audited the accompanying balance sheets 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 year 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 SHEETS
<c>                                             <c>              <c>
              ASSETS                            Dec 31, 2003     Dec 31, 2002
Current assets:                                 ------------     ------------
 Cash                                              $  5,055         $  1,542
                                                ------------     ------------
   Total Current Assets                               5,055            1,542
                                                ------------     ------------
   Total Assets                                    $  5,055         $  1,542
                                                ============     ============
  LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
 Common stock payable                              $754,792                0
 Convertible debentures payable                     150,000         $265,000
 Convertible demand notes payable-related parties   346,312          305,310
 Accrued interest                                   170,937          153,754
 Accounts payable - trade                             5,776           20,135
 Accounts payable - related party                   100,000          130,000
 Accounts payable - disposed business                44,000           44,000
 Accrued liabilities                                  2,000            2,000
                                                ------------     ------------
  Total current liabilities                       1,573,817          920,199
                                                ------------     ------------
Long-Term liabilities:
Convertible debenture payable                        50,000                0
                                                ------------     ------------
  Total Liabilities                               1,623,817          920,199
                                                ------------     ------------
Commitments and Contingencies

Stockholders' deficit

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

 Common stock, par value $.0001; 300,000,000
  shares authorized; 372,880 (post-split)
  shares issued at December 31, 2003 and
  2002                                                   37               37

 Additional paid-in capital                       4,986,437        4,986,437

 Accumulated deficit                             (6,605,736)      (5,905,631)
                                                 ------------      -----------
  Total Stockholders' deficit                    (1,618,762)        (918,657)
                                                ------------      -----------
  Total Liabilities and Stockholders' deficit     $   5,055        $   1,542
                                                ============      ===========

 See notes to financial statements
</Table>
<page>



<table>
<caption>              ISA INTERNATIONALE INC.
                      STATEMENTS OF OPERATIONS
<c>                                     <c>             <c>
                                           YEAR ENDED DECEMBER 31,
                                              2003           2002
                                           ---------      ---------
General & administrative                  $ 359,631       $ 75,500
Settlement expense                          359,329           --
                                           ---------      ---------
     Operating loss                        (718,960)       (75,500)

Other income (expense):
     Interest expense                       (68,034)       (88,021)
     Other income                              --           70,649
                                           ---------      ---------
Net(loss)from
 Operations                                (786,994)       (92,872)

                                           ---------      ---------
Income(Loss)before
extraordinary items                        (786,994)       (92,872)

Extraordinary item, gain on
extinguishment of debt                       86,889        349,220
                                           ---------      ---------

Net income (loss)                        $ (700,105)    $  256,348
                                           =========      =========
Basic earnings (loss) per share:
    (Loss) from operations                $   (1.75)    $    (0.28)
                                               --              --
     Extraordinary gain                        0.19           1.04
                                           ---------      ---------
Total Net earnings (loss) per share       $   (1.56)     $    0.76
                                           =========      =========
Average shares of common stock
outstanding:
(re-stated for reverse stock split)
Basic and Diluted                           449,689        337,245
                                           =========      =========

Dividends per share of common
stock                                        none            none
                                           =========      =========
See notes to financial statements.
</table>
<Page>




<table>
<caption>                                             ISA INTERNATIONALE INC.
                                                STATEMENTS OF STOCKHOLDERS' DEFICIT
                                               YEARS ENDED DECEMBER 31, 2003 AND 2002
                                       <c>          <c>     <c>        <c>         <c>          <c>            <c>
<c>                                                               Common     Stock     Additional
                                        Preferred     Stock   Number of    Par       Paid-in
                                         Number of     Par     shares     Value      Capital      Accumulated
                                          Shares      Value  (Restated) (Restated)  (Restated)      Deficit         Total
                                     _______________________________________________________________________________________
Balance, December 31, 2001               5,000,000   $ 500     301,610    $ 30      $4,837,769   $(6,161,979)   $(1,323,680)

Issuance of common stock for convertible
debentures converted at $2.10 per share                         71,270       7         148,668                      148,675

Net Income (loss) for period                                      0          0            0          256,348        256,348
                                     ______________________________________________________________________________________
Balance, December 31, 2002               5,000,000     500     372,880      37       4,986,437    (5,905,631)      (918,657)

Net income (loss) for period                                                 0            0         (700,105)      (700,105)
                                    ________________________________________________________________________________________
Balance, December 31, 2003               5,000,000   $ 500     372,880    $ 37      $4,986,437   $(6,605,736)   $(1,618,762)
                                    ========================================================================================
See notes to financial statements
</table>
<page>


<table>
<caption>
                           ISA INTERNATIONALE INC.
                           STATEMENT OF CASH FLOWS
               Increase (Decrease) in Cash and Cash Equivalents
<c>                                             <c>             <c>
                                                   YEARS ENDED DECEMBER 31,
                                                       2003           2002
                                                   ----------      ----------
Net (loss) income                                $  (700,105)    $   256,348
Less: Extra-ordinary Item                             86,889         349,020
                                                   ----------      ----------
(Loss) cash flow from operating
  activity from operations                          (786,994)        (92,872)

Adjustments to reconcile net (loss) from operations
  to cash flow used in operating activities:

Common stock payable - services                      631,706            --
Accounts payable & accrued expenses                  (14,359)        (26,533)
Accrued expenses, related party                       70,000          45,000
Accrued interest payable                              62,157          88,021
Accrued liabilities of disposed business                --           (50,000)
Negotiated settlement-disposed business                 --           (41,702)
                                                   ----------      ----------
Cash provided by (used) from continuing operations   (37,490)        (78,086)
                                                   ----------      ----------
Cash provided by (used for) all operations           (37,490)        (78,086)

Cash flow from investment activities                     --              --

Cash flow from finance activities:                      --              --
Proceeds from issuance of convertible demand notes    41,002          78,756
                                                   ----------      ----------
Cash provided by (used for) financing activities      41,002          78,756
                                                   ----------      ----------

Increase (decrease) in cash and cash equivalents       3,513             670
Cash and cash equivalents, beginning of year           1,542             872
                                                   ----------      ----------

  Cash and cash equivalents, end of year            $  5,055        $  1,542
                                                   ==========      ==========

See notes to financial statements
</table>
<page>



                         ISA INTERNATIONALE INC.
                       NOTES TO FINANCIAL STATEMENTS
                   YEARS ENDED DECEMBER 31, 2003 AND 2002

1.) NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

1.a) NATURE OF BUSINESS

ISA Internationale Inc. (the Company) 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 (ISA), a Delaware corporation, pursuant to a merger
agreement dated April 23, 1998. Upon consummation of the merger of
Internationale with ISA, Internationale became a wholly owned subsidiary
of ISA. During 2000, the Company sold its International Strategic Assets, Inc.
subsidiary and discontinued the operations of its ShoptropolisTV.com
subsidiary. The Company is currently reorganizing its financial affairs.

1.b) PRESENTATION

On January 12, 2004, the Company's Board of Directors called for a reverse
stock split of 1 to 140, effective on common shares outstanding as of
January 22, 2004 (see subsequent events note 9.)The accompanying financial
statements and notes reflect all transactions on a post-split basis.

During the year 2003 the company executed certain stock based transactions.
As of December 31, 2003 these transactions had not been processed through its
transfer agent. Consequently, these transactions are recorded as "common stock
payable".

1.c) 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.

1.d) DEBT ISSUANCE COSTS

Original issuance discounts and beneficial conversion features associated with
debt issuances are recorded as an adjustment to interest expense over the term
of the debt or vesting period of the conversion feature, using the effective
interest method. There were no original issuance discount or beneficial
conversion features in 2003 and 2002

1.e) REVENUE RECOGNITION

There were no revenues in 2003 and 2002

<PAGE>


1.f) ADVERTISING COSTS

No advertising expenses were incurred for 2003 and 2002.

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 2003 and 2002, 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.

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. These
issuances are valued at the fair market value of the services provided
and then the number of shares issued is determined based upon what the
price of the common stock is on the date of each respective transaction.

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 approximates fair value due to the
short-term nature of the obligations.

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
<PAGE>


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.

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.

(2.) LIQUIDITY AND GOING CONCERN MATTERS

The Company has incurred losses since its inception and, as a result, has an
accumulated deficit of $6,605,736 at December 31, 2003. Losses from
operations were $786,994 and $92,872 for the years ended December 31, 2003
<PAGE>


and 2002, respectively were offset by extraordinary-item-gains in
extinguishment of $86,889 and $349,220 respectively. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
During 2000, the Company sold its International Strategic Assets, Inc.
subsidiary and shut down its ShoptropolisTV.com, Inc. subsidiary.

The Company does not have an operating business at December 31, 2003. 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 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 plans to re-
organize its financial affairs by negotiating with creditors to restructure
and convert debt to equity and actively seek new business opportunities.
There can be no assurance that these actions will be successful.

(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 consolidated 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:

                                          2003             2002
                                       ---------        ---------
 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 as of December 31, 2003 is presented below:

                                          2003             2002
                                       ---------        ---------
Deferred tax assets:
Net operating loss carry forward      $1,968,000       $1,703,000
Start up costs                             6,000            6,000
Other                                      8,000            8,000
                                       ---------        ---------
Total gross deferred tax assets        1,982,000        1,717,000
Valuation allowance                   (1,982,000)      (1,717,000)
                                       ---------        ---------
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
<PAGE>


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
December 31, 2003 and 2002.

As of December 31, 2003, the Company has reported net operating loss
carry-forwards of approximately $5,206,000. 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 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.

(4.) CONTINGENCIES AND COMMITMENTS

The Company will issue common stock shares if necessary to settle any possible
future contingent liabilities, as they may accrue due to complexities of the
company's reorganization.

(5.) STOCK ISSUANCE

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, except for different dates.
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 December 31, 2003 common
shares contingently issuable to the financial company for its convertible loans
and assured interest payable and computed on a post-split basis, the preferred
shares upon conversion would convert into no less than 4,716,978 additional
common shares. The timing of the conversion is at the discretion of the holder.

On January 12, 2004, by written action of the stock holders 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
<PAGE>


to enable the Company to have additional means to facilitate new capital
attraction at the time of the completion of the reorganization process, which
present management intends to complete in 2004.

b) COMMON STOCK

Common stock issued and outstanding did not change from the shares issued and
outstanding at December 31, 2002. The outstanding shares were adjusted for the
1 for 140 reverse stock split, effective by the Company on January 22, 2004

COMMON STOCK PAYABLE:

During the year ended December 31, 2003, the Company and its board of directors
approved for issuance 1,078,276 (post-split) shares of common stock for the
following services and debt restructuring costs.

The Company's Board of Directors approved 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 revised price of $.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.

The Company also issued 41,376 (post-split) shares of common stock at the
rate of $.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.

In addition, the Company's Board of Directors approved the issuance of 523,572
(post-split) common shares that will be given as follows: 166,429 (post-split)
shares for payment for services rendered by the Company's Board of Directors
for the entire re-organization process and two consultants who rendered
additional reorganization services to the Company; 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

The Company had 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.

c) 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 Board of Directors of the Company has not yet made changes to
the shares available for warrant exercise and their respective exercise price
as of December 31, 2003 due to the reverse stock split of 1 for 140 that
occurred in January, 2004. The board of directors will review the warrants
outstanding as of December 31, 2003 and make revisions due to the reverse
stock split that occurred in January, 2004.

The Company applies APB Opinion No. 25 in accounting for the compensation costs
of employee stock options in the financial statements. No warrants were issued
<PAGE>


to employees in 2003 and 2002. Therefore, pro forma net loss is the same as
reported net loss. The following table contains information about stock
warrants as of December 31, 2003; adjusted for the reverse stock split of
1 for 140 that occurred on January, 2004.

       Stock Warrants                          Shares     Warrant Price
                                            (post-split)   (post-split)
----------------------------------------- ----------------- -----------
Outstanding at December 31, 1999                 25,843     $140.00
----------------------------------------- ------------------ ------
Granted                                             822     $140.00
----------------------------------------- ------------------ ------
Exercised                                            0         0
----------------------------------------- ------------------ ------
Expired or cancelled                                 0         0
----------------------------------------- ------------------ ------
Outstanding at December 31, 2000                 26,665     $140.00
----------------------------------------- ------------------ ------
Granted                                              0         0
----------------------------------------- ------------------ ------
Exercised                                            0         0
----------------------------------------- ------------------ ------
Expired or cancelled                                 0         0
----------------------------------------- ------------------ ------
Outstanding at December 31, 2001                 26,665     $140.00
----------------------------------------- ------------------ ------

----------------------------------------- ------------- -----------
Granted                                              0         0
----------------------------------------- ------------------ ------
Exercised                                            0         0
----------------------------------------- ------------------ ------
Expired or cancelled                                 0         0
----------------------------------------- ------------------ ------
Outstanding at December 31, 2002                 26,665     $140.00
----------------------------------------- ------------------ ------

----------------------------------------- ------------- -----------
Granted                                              0         0
----------------------------------------- ------------------ ------
Exercised                                            0         0
----------------------------------------- ------------------ ------
Expired or cancelled                                 0         0
----------------------------------------- ------------------ ------
Outstanding at December 31, 2003                 26,665     $140.00
----------------------------------------- ------------------ ------

Warrants exercisable at:
----------------------------------------- ------------------ ------
December 31, 2000                                26,665     $140.00
----------------------------------------- ------------------ ------
December 31, 2001                                26,665     $140.00
----------------------------------------- -------------------------
December 31, 2002                                26,665     $140.00
----------------------------------------- -------------------------
December 31, 2003                                26,665     $140.00
<PAGE>


d) STOCK OPTIONS

As of December 31, 2003, the following is a summary of the stock options
outstanding on that date. The Board of Directors of the Company has not
yet made changes to the options available for exercise and their
respective exercise price as of December 31, 2003 due to the reverse
stock split of 1 for 140 that occurred in January, 2004. The board of
directors will review the warrants outstanding as of December 31, 2003
and make revisions due to the reverse stock split that occurred in
January, 2004

The following table contains information about the Company's stock option
activity and status of options outstanding; 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 at December 31, 1999                    -          $.00
Granted                                         23,739       123.00
Exercised                                           36       192.00
Expired or cancelled                                -            -
                                             ---------      --------
Outstanding at December 31, 2000                23,739       123.00

Granted                                             -            -
Exercised                                           -            -
Expired or cancelled                                -            -
                                             ---------      --------
Outstanding at December 31, 2001                23,739       123.00

Granted                                             -            -
Exercised                                           -            -
Expired or cancelled                                -            -
                                             ---------      --------
Outstanding at December 31, 2002                23,739       123.00

Granted                                             -            -
Exercised                                           -            -
Expired or cancelled                                -            -
                                             ---------      --------
Outstanding at December 31, 2003                23,739       123.00

*As a result of the reverse stock split by the Company on January 22, 2004,
outstanding options are reduced to 23,739 options for Common stock at
December 31, 2003.
<PAGE>



The weighted average estimated fair value of stock options granted during
2003 and 2002 was $0 and $0 per share respectively.

e) EXTRAORDINARY ITEM

The extraordinary item results from convertible debentures conversion of
$65,000 plus related accrued interest payable of $50,852. The company will
issue 41,376 common shares converted or paid at $2.80 per share while the
market value was $.70 per share, a gain of $ 2.10 per share, for an
extraordinary gain of $86,889.

(6.) CONVERTIBLE DEBT

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 December 31, 2003 and 2002, the Company was in default on the payment of
quarterly interest on these debentures amounting to $73,545 and $99,747,
respectively.  Accordingly, the Company is in default of the terms of the
debenture and the one remaining convertible debenture has been classified as a
current liability.

During the year, the Company extended one previously defaulted $50,000
convertible debenture to a future due date of March 31, 2006. The interest
rate was also lowered to 6% par annum and is payable at the due date of the
debenture. 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.

b) CONVERTIBLE NOTES PAYABLE

The Company has issued convertible notes payable during the years ended
December 31, 2003 and 2002, 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 $2.80 per share. The issuance of these notes included a
beneficial conversion feature with intrinsic value resulting from the market
value for common stock being greater than the option price. The beneficial
conversion feature amounted to $0 in 2003 and $0 in 2002.  The beneficial
conversion feature was greater than the proceeds of the related notes payable
for the years ended December 31, 2003 and 2002, respectively.  The amount of
the beneficial conversion feature not exceeding the proceeds from the notes
<PAGE>


payable is immediately recognized as interest expense because the right to
convert to common stock is vested upon issuance of the notes.  Accordingly,
interest expense included $0 and $0 related to the beneficial conversion
feature for the years ended December 31, 2003 and 2002, respectively. Interest
expense on these notes amounted to $38,956 and 32,893 during the years ended
December 31, 2003 and 2002 respectively. Accrued interest on these notes was
$92,963 and $54,007 at December 31, 2003 and 2002 respectively.

(7.) 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 $45,000 in the years ended
December 31, 2003 and 2002 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. The remaining accrued
consulting services of $100,000 remain as unpaid accrued expenses at December
31, 2003. As a director, the president received an additional 35,715 common
shares issued to him during the year ended December 31, 2003 for his services
as a director of the company.

(8.) SUPPLEMENTAL CASH FLOW INFORMATION
                                                          2003         2002
                                                        --------    --------
Non-cash investing in financial transactions:

Convertible debenture and accrued interest expense
liquidated upon settlement with creditors              $ 451,354    $498,887

Issuance of common stock for settlement
with creditors                                           100,000        --
                                                       ---------   ---------

                                                        $551,354    $498,887
                                                       =========   =========

(9.) SUBSEQUENT EVENTS

On January 12, 2004, effective January 22, 2004, by written action of the stock
holders 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, which present management intends to complete in 2004.

Effective January 22, 2004, the Board of Directors' declared a reverse stock
split of 1 for 140 shares of the Company's common Stock.

<PAGE>


PART III

Item 8  Changes in and Disagreements with Accountants on Accounting
           And Financial Disclosure

The Company changed accountants during 2002 and again in 2003 as reported
on Form 8-K. On April 9, 2003 the Company announced the engagement of
George Brenner, Certified Public Accountant, Los Angeles, CA, as their
principal certifying accountant. The decision to accept the engagement of
George Brenner, C.P.A. was approved by the Audit Committee of the Board of
Directors on April 4, 2003. 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 in 2003.

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.

There were no disagreements with the accountants on matters of accounting
and financial disclosure in 2003. In connection with the audit of the fiscal
year ended December 31, 2003, and the subsequent interim period through
May 12, 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 May 12,
2004, there have been no reportable events (as defined in Regulation S-K Item
304 (a)(1)(V)).

Item 8A. 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.

Changes in Disclosure Controls and Procedures

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.
<PAGE>


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 March 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              65  August 2000

Donald G. Kampmann      Outside Director              49  January 2001

James S. Dixon          Outside Director              55  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 its
inception in October 1997. Mr. Brodkorb resigned as Treasurer, Chief
Financial Officer and Director July 2000;was elected to the board of directors
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 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.

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 during the last 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 five
years.
<PAGE>


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 &
Secretary of West America Securities, Inc. of Scottsdale, Arizona during the
last five 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. There have not been updated beneficial ownership
statements filed on behalf of Bernard Brodkorb and Doubletree Capital Partners,
Inc., as a result of the reverse stock split that occurred in January 2004
through the date of this10-KSB report or any additional common share that they
may be entitled to as a result of additional financing rendered to the Company
during the year 2003. The required forms will be filed in 2004.

CODE OF ETHICS

We have not yet 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, since we have
been focusing all of our efforts on the re-organization of the company. We
expect to adopt a code by the end of the current year, December 31, 2004.

Item 10.  EXECUTIVE COMPENSATION

For the fiscal year ended December 31, 2002 and 2003 there was no cash
compensation paid to executive officers.

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.
<PAGE>


<Table>
<c>          <c>     <c>              <c>          <c>            <c>            <c>            <c>         <c>

                                                   SUMMARY 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.     2003   $75,000(1)(2)      -0-           -0-            -0-            -0-           -0-       $25,000(3)
Brodkorb       2002   $45,000(1)(2)      -0-           -0-            -0-            -0-           -0-         -0-
President
--------------------------------------------------------------------------------------------------------------------------

All Other      2003       -0-            -0-           -0-            -0-            -0-           -0-       $75,000(4)
Directors      2002       -0-            -0-           -0-            -0-            -0-           -0-         -0-
--------------------------------------------------------------------------------------------------------------------------

(1) This compensation was recorded on the books of the company as compensation -non cash- consulting.

(2) During the year ended December 31, 2003, 357,143 shares of stock were issued to the president as partial payment of
    this compensation

(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 $.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 $.70 per share. These directors fees are for the years 2000, 2001, 2002
    and 2003.



</Table>
<PAGE>


Director Compensation

Directors did receive 142,850 compensational shares as compensation for their
services as directors for the three years ended December 31, 2003. These shares
were valued at $.70 per common share to be issued, ($100,000) for the year
ended December 31, 2003.  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.

Stock Options

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

In January 2000, the Company granted non-qualified stock options to certain of
its officers, employees and consultants.  In total, the Company granted
options to purchase an aggregate of 8,632 (post-split) shares of common stock
at an exercise price of $1.17 per share (post split price adjusted) and options
to purchase 465 (post-split) shares of common stock at an exercise price of
$1.37 per share (post split price adjusted). On June 14, 2000, the Company
corrected the error in the exercise price of 775 (post-split) of the 8,632
stock options granted in January 2000 to certain of its officers, employees and
consultants.  The correct price is $1.37 per share and not $1.17 per share. The
7,857 (post-split) stock options exercisable at $1.17 are fully vested on the
date of grant and have a term of five years commencing on the grant date. The
1,239 (post-split) stock options exercisable at $1.37 had employment
termination expiration clauses.

On July 24, 2000, the Company granted non-qualified stock options to certain
of its officers, employees and consultants.  In total, the Company granted
options to purchase an aggregate of 14,643 (post-split) shares of common
stock at an exercise price of $0.69 per share.  Each of the stock options
was fully vested on the date of grant and has a term of five years commencing
on the grant date.

During the 2nd quarter of 2000, a total 36 (post-split) stock options granted
January 2000 at an exercise price of $1.37 expired, and a total 36 (post-split)
stock options granted January 2000 at an exercise price of $1.37 were exercised
for $6,850. In August 2000, a total 768 (post-split) stock options granted in
January 2000 at an exercise price of $1.37 expired.  In September 2000 a total
293 (post-split) stock options granted January 2000 at an exercise price of
$1.37 expired. In December 2000, a total 75 (post-split) stock options
granted in January 2000 at an exercise price of $1.37 expired.

During 2003 and 2002, no stock options were granted or exercised.

Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of December 31, 2003, 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
<PAGE>


the Company's common stock, (2) each director of the Company, and (3) all
directors and executive officers of the Company as a group. The information
below is presented after giving effect to the reverse stock split that
occurred on January 12, 2004, effective as of January 22, 2004.

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)    4,891,718            77.78%
A Minnesota corporation
12201 Champlin Drive, Champlin, MN 55318

Bernard L. Brodkorb (2)                  2,850,860            45.33%
St. Paul, MN.

(1) Includes 1,482,149 (post-split) shares which may be acquired upon
conversion of 5,000,000 shares of Preferred Stock; includes 121,170 (post-
split) which may be acquired upon Conversion of convertible loans payable and
accrued interest payable at December 31, 2003; 21,429 (post-split)common shares
acquired in November, 2000 and 32,143 (post-split) common shares that are held
by an affiliated company that are to be distributed to creditors of
ShoptropolisTV.com, a former subsidiary company of ISAI.

(2) Includes warrants to purchase 3,215 shares exercisable at $140.00 per
share; includes 50 % beneficial interest in Doubletree Capital Partners, Inc.;
includes 8,929 (post-split) common shares owned since 1998 and 392,858 (post-
split) common shares to be issued in 2004, which would result in total
ownership shares of 2,850,860.

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)                  5,296,719            84.28%
St. Paul, MN

Roger G. Garmann (4)                             38,875              .62%
Lakeville, MN

Donald G. Kampman (5)                            35,714              .57%
Prior Lake, MN.

James S. Dixon (5)                               35,714              .57%
Scottsdale, AZ.
                                              ---------           -------
Directors and executive officers as a group   5,407,022            86.04%
 (4 persons, including those named above)
(3) Includes warrants to purchase 3,215 shares exercisable at $140.00 per
share.
 (4) Includes warrants to purchase 71 shares exercisable at $140.00 per share
and 35,714 common shares to be issued in 2004.  (5) Includes 35,714 common
shares to be 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) otherwise 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. The services were valued on the basis of $.0001 per share. All
of these warrants have five-year terms and can be exercised anytime during
such term at a purchase price of $1.00 per share.

Name of Founder                   Common Shares Issued     Common Shares
                                                          Exercisable by
                                                                 Warrant
                                      (post-split)           (post-split)
--------------------------------------------------------------------------
Gerald J. Durand                           42,857                  7,361
Bernard L. Brodkorb                        12,500                  2,857
Ronald G. Wolfbauer                         3,279                  3,278
Michael G.W. Birch                         12,500                  2,857

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 $.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 $.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 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 issued to the President, 392,857
(post-split) common shares as payment for consulting services rendered
during the three years then ended as the Company's President and
his services as a Director to the Company.
<PAGE>


Item 13.  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
On October 3, 2002, the Company filed form 8-K to confirm that the relationship
with its' auditor Stirz, Bernards, Boyden, Sturdel, and Larter, P.A. had ceased

On October 15, 2002 the Company filed Form 8-KA to amend Form 8-K filed on
October 3, 2002, correcting two issues.

On November 5, 2002 the Company filed Form 8-K to announce the engagement
of Beckstead and Watts, LLP, as their principal accounting firm for the period
ended September 30, 2002.

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
30,000,00 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.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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: 2003 - $4,427 and 2002 - $6,500.

Audit-Related Fees.

The aggregate fees billed in each of the last two fiscal years for assurance
and related services by Mr. Brenner 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.

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.

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.
<PAGE>



Audit Committee.

The Registrant's committee consists of one Director. The audit committee has
adopted a written charter. The Registrant's Board of Directors has determined
that the company does have an audit committee 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.


                               SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly 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 President, CEO, CFO,               May 14, 2004

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,      President, Chief Executive   May 14, 2004
By: Bernard L. Brodkorb       Officer, Chief Financial
                              Officer, and Director


______________________________________
/s/ Roger G. Garmann          Director                     May 14, 2004
By: Roger G. Garmann


______________________________________
/s/ Donald G. Kampmann        Director                     May 14, 2004
By: Donald G. Kampmann


______________________________________
/s/ James S. Dixon            Director                     May 14, 2004
By: James S. Dixon

<PAGE>


CERTIFICATIONS

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: May 14, 2004
<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
December 30, 2003, 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: May 14, 2004
<PADE>


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)).