U.S.
Securities and Exchange Commission


Washington, D.C.
20549
  
  FORM
10-K
  
  þ
              Annual
      Report Under Section 13 or 15(d) of The Securities Exchange Act of
      1934.
                For
      the fiscal year ended December 31, 2008 ̈
              Transition
      Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934
      for the Transition Period from _______ to _______
  Commission file number
333-142429
  
 INFORMATION
SYSTEMS ASSOCIATES, INC.
 (Exact
name of small business issuer as specified in its charter)
  
  FLORIDA
                65-0493217(State
      or other jurisdiction of
                (IRS
      Employer Identification No.)incorporation
      or organization)
 1151 SW
30thStreet,
Ste E Palm City, FL 34990
 (Address
of principal executive offices)
 
 (772)
403-2992
 (Issuer's
telephone number)
  
 Securities
registered under Section 12(b) of the Act:
 Title
of each
class                                                                                                                    Name
of each exchange
 on which registered
 
 None                                                                                                                      Not
Applicable
 
 Securities
registered under Section 12(g) of the Exchange Act:
 
 Common
Stock, $.001 par value
 (Title
of Class)
 
 Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act.   ̈
 
 Indicate
by check mark whether the registrant is a shell company (as defined in rule
12b-2 of the exchange act). Yes  ̈ No þ
 
 Check
whether the issuer (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.
    YesþNo  ̈
 
 Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K contained in this form, and no disclosure will be contained, to
the best of the registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. þ
 
 The
aggregate market value of the issuer’s Common Stock held by non-affiliates:
N/A
 
 Number of
shares of common stock outstanding as of December 31,
2008:     16,309,834
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.  ̈
 
 Large
      accelerated filer
               ̈Non-accelerated
      filer
               ̈(Do
      not check if a smaller reporting company)Accelerated
      filer
               ̈Smaller
      reporting company
              þ
  CAUTIONARY
STATEMENT REGARDING FORWARD LOOKING INFORMATION
  The
discussion contained in this 10-K under the Securities Exchange Act of 1934, as
amended, contains forward-looking statements that involve risks and
uncertainties.  The issuer's actual results could differ significantly
from those discussed herein.  These include statements about our
expectations, beliefs, intentions or strategies for the future, which we
indicate by words or phrases such as "anticipate," "expect," "intend," "plan,"
"will," "we believe," "the Company believes," "management believes" and similar
language, including those set forth in the discussions under "Notes to Financial
Statements" and "Management's Discussion and Analysis or Plan of Operation" as
well as those discussed elsewhere in this Form 10-K.  We base our
forward-looking statements on information currently available to us, and we
assume no obligation to update them.  Statements contained in this
Form 10-K that are not historical facts are forward-looking statements that are
subject to the "safe harbor" created by the Private Securities Litigation Reform
Act of 1995.
  1
  PART
I
 
 ITEM
1.   DECRIPTION OF BUSINESS
 
 As used
herein the terms “we”, “us”, “our”, the “Registrant,” “ISA” and the “Company”
means, Information Systems Associates, Inc., a Florida corporation.
 
 BUSINESS
OVERVIEW
 
 We have
been in business since May of 1994.  During the first twelve (12)
years of operation, the primary focus of the business was to offer for sale,
through ISA’s Value Added Reseller Agreements in place in several of the
industry leaders, software products and services that allow companies to track
and manage assets, primarily in the realm of corporate real estate and corporate
IT network infrastructure including equipment maintained in corporate data
centers.  We refer to our product and services suite as asset
management solutions.  Our solutions can reduce sourcing, procurement
and tracking costs, improve tracking and monitoring of asset performance and
reduce operational downtime.
 
 In 1995,
we became a Business Partner (a/k/a Value Added Reseller) with Aperture
Technologies, Inc. of Stamford, CT.  (It should be noted that the term
“Business Partner” is somewhat misleading because in reality we are simply a
subcontractor for Aperture).  At that time, Aperture’s Network
Management tools (“System”), was one of the leading solutions in it
field.  For more than five years, Aperture Technologies, Inc. has
provided enterprise asset management solutions to customers in the United
States, Europe and Asia and Pacific Rim.  During this same timeframe,
we have offered Aperture’s enterprise asset management solutions to customers
and prospects in North America.
 
 The
typical Value Added Reseller Agreement allows the vendor’s partner/subcontractor
(in this case ISA) the ability to offer to its client’s and prospects a
Commercial Off the Shelf software solution to address a particular business
problem.  The primary focus of ISA’s business is working data center
operations, network management department and corporate real estate department
to identify and then implement a software solution which addresses their needs
based upon extensive research done prior to the selection and culminating in the
purchase by the client and implementation by ISA of the chosen
solution.
 
 All of
the products listed under our Value Added Reseller relationships (Vista, Vision
FM, the Facilities Manager, and RACKWISE DCM) are products developed by third
parties.
 
 The
products obtained from third parties are done so through executed Value Added
Reseller Agreements.  Although each of the vendor’s agreements differs
to some degree, the basic understandings are the same.  Information
Systems Associates is authorized by each of the vendors to offer the vendor’s
software as solutions to Information Systems Associates’ clients.  In
return, Information Systems Associates receives a commission on the sale of the
software.  The percentage ranges between twenty (20) and thirty (30)
percent of the sale.  On occasion, Information Systems Associates
provide pre-sales support services to the vendor’s clients.  In
addition, Information Systems Associates is given the opportunity to implement
the software solution and provide training to its clients.  On an
ongoing basis, Information Systems Associates can and does provide additional
consulting services beyond those provided initially to the client.
 
 The need
for a better way to capture corporate asset information became evident to ISA’s
management team.  After reviewing the methods and technology in use at
that time (1st Quarter
2006) for the purpose of data collection, it was decided within ISA to define a
data collection process and subsequently to design and build a software solution
capable of delivering quality data (output) through the use of programming
techniques that incorporated many of the much needed features and capabilities,
especially real time data validation.
 Our
customer list includes a number of leading organizations, such as Northrop
Grumman Electronic Systems, Charles Schwab, Bank of America, Comcast
Communications and General Electric.
 
 Our
application products are also used by corporate Real Estate departments to
manage their real property lease obligations (as both tenant and landlord), to
determine their company’s use of corporate space and to develop plans for
relocations, mergers and acquisitions as it relates to the use of space (office,
manufacturing, warehousing).
 
 INDUSTRY
BACKGROUND AND OVERVIEW
 
 Asset
management software has existed for more than thirty years, initially through
computerized maintenance management systems, and more recently including more
comprehensive and robust enterprise asset management and enterprise resource
planning solutions.  The early computerized maintenance management
systems automated daily management of assets, while enterprise resource planning
solutions consolidate basic asset information with financial information at the
corporate level.  Enterprise asset management solutions encompass
elements of both, serving as the next evolution of computerized maintenance
management system solutions by bridging the gap between asset management and
corporate-level planning and tracking requirements.
 
 The key
value proposition for enterprise asset management solutions is that they can
provide a quick and quantifiable return on investment and return on
assets.  Cost and productivity improvements can immediately and
measurably benefit organizations, and thus are highly desirable to potential
customers, particularly in difficult economic times where the focus is
increasingly bottom line oriented.
 
 In
addition to enterprise asset management solutions, we offer facilities
solutions.  These are natural extensions to enterprise asset
management solutions, as organizations seek to extend asset management and
corporate-level planning and tracking onto other elements of the asset
lifecycle.  The reference to “facilities solutions” includes software
application products that are used by corporate Real Estate departments and to
software application products used by Data Center Management (Information
Technology) to track their computer assets from a financial perspective as well
as their usage and connectivity within the corporate IT (Information Technology)
network.
 
 PRODUCTS
AND SERVICES
 
 Aperture’s
VISTA
 
 Historically,
IT organizations have operated as reactive cost centers that customized one-off
services for the demands of customers.  However, the influx of growing
complexities, continual changes and higher demands for “better, faster and
cheaper” has instigated a trend towards tighter IT management and
control.  The new “value-driven” approach, combined with pressures for
high availability and with increased SLA penalties have many IT executives
operating under a mantra of “avoid problems before they happen” or “no surprises
permitted.”
 
 The term
“SLA penalties” refers to Service Level Agreement performance
metrics.  In most sophisticated corporate operations, the end user is
guaranteed a specific degree of network and application
availability.  Usually items such as systems maintenance are taken
into consideration when guaranteeing this availability as are items like built
in redundancy (network circuits and the hardware used to deliver the
connectivity) as well as Disaster Recovery plans that would insure the end user
a specific level of availability (although typically less than that guaranteed
under normal operating conditions) in the event that a natural or other type of
disaster cause an interruption in corporate IT services.
 
 In order
to reduce operational risk and increase operational efficiency, it is essential
for IT organizations to define best practices and implement IT frameworks (for
example, the IT Infrastructure Library, ITIL) that create a more
service-oriented organization.  This includes standardizing and
automating IT processes from a disparate set of ad hoc tasks to a cohesive,
consolidated environment and developing a central repository of information to
create institutional memory for the IT organization.
 
 Many
organizations have assessed the various facts of the IT organization to improve
the logical environment.  However, one component which seems to be
overlooked quite frequently and that continuously operates within individual
silos is the overall physical infrastructure of the data center.
 
 Aperture
VISTA is the essential solution to revolutionize your data center
operations.  It provides a structured process to consolidate and
standardize operations within the data center, mitigate operational risk, and
apply key best practices (i.e., configuration and change management processes)
to better control operations in the data center.
 
 Aperture
VISTA specifically provides IT Management with the key information and
intelligence to reduce operational risk and improve efficiency in the data
center.  Aperture VISTA enables organizations to achieve significant
improvements in the following areas:
 
 ·
              Improve
      impact analysis, minimize errors and reduce staff requirements associated
      with changes
 ·
              Enable
      proactive infrastructure capacity
planning
 ·
              Facilitate
      the planning and execution of consolidation or relocation
      projects
 ·
              Provide
      alerts for key performance indicators and threshold
    conditions
 ·
              Enforce
      adherence to redundancy requirements and design guidelines to ensure
      availability and business
continuity
 ·
              Reduce
      mean-time-to-repair for outages
 ·
              Ensure
      compliance with standard or regulated
processes
 ·
              Speed
      time-to-market for new application
deployments
 
 Vision FM
includes a very flexible asset management system capable of tracking everything
from building components to office supplies.  The Facilities Manager
can define complex products such as systems furniture that include a
bill-of-materials or simple items such as keys and cell phones that can be
assigned directly to individuals.
 
 2
  Once
products are defined then assets can be added by inserting symbols in AutoCAD or
by using VisionFM forms such as a purchase order.  Unique information
about each asset can be recorded including a barcode number, purchase date and
price.  The system then tracts the asset from purchase through to
disposition including depreciation, maintenance history, condition, warranties
and insurance.
 
 The
result is an accurate accounting of corporate assets, their location,
department, condition and value.
 
 Features:
  ·
              Track
      equipment, furniture and telecom assets in use and in
      inventory
 ·
              Assign
      assets to locations, employees and cost
centers
 ·
              Report
      on condition, depreciation, warranties and maintenance
      histories
 ·
              Inventory
      analysis, including leased vs. owned
assets
 ·
              Track
      assets as individual components or create an asset made up of many
      individual components by recording a bill-of-materials (i.e.
      workstation)
 ·
              Establish
      product standards
 ·
              Create
      purchase orders and track cost, approval and supplier·
              Receive
      goods and specify installed location·
              Track
      warranties, insurance policies and asset leases, including duration and
      payments·
              Create
      multiple stock locations including non-fixed locations such as maintenance
      trucks·
              Track
      parts in stock, establish recommended stock levels and reorder parts for
      stock
  Benefits:
 
 ·
              Track
      the lifecycle of assets from purchase, to relocation to
      disposition
 ·
              Report
      on assets by location, department and
employee
 ·
              Review
      expiring insurance policies, warranties and
  leases
 ·
              Review
      an assets maintenance history including on-demand and preventative
      maintenance work
 ·
              Manage
      parts inventories including allocated parts and
  reordering
 ·
              Compare
      actual furniture to typical furniture by room
  type
 ·
              Keep
      asset locations up to date in AutoCAD drawings or by issuing move
      orders
 
 RACKWISE
DMC
 
 RACKWISE
DMCTM
services and products deliver key features to simplify and reduce the time
consumed designing, modeling and operating the physical infrastructure of your
datacenter.
 
 ·
              Graphical
      design and marketing of datacenters
 ·
              Auto-build
      visual documentation from imported bill of
  materials
 ·
              Advanced
      operations and reporting
 ·
              Modeling
      and impact analysis of datacenter
designs
 ·
              Space,
      power, cooling, and cable
management
 ·
              Generate
      detailed datacenter and rack
visualizations
 ·
              Ensure
      racks and the datacenter are within design
  limits
 ·
              Instantly
      find available datacenter resources
 ·
              Improve
      utilization of power and space
 ·
              Import
      and document the datacenter in
minutes
 
 RELATED
SERVICES
 
 In
connection with our software offerings, we provide the following services to our
customers:
 
 Consulting
 
 A
significant number of our customers request our advice regarding their business
and technical processes, often in conjunction with a scoping exercise conducted
both before and after the execution of a contract.  This advice can
relate to development or streamline of assorted business processes, such as
sourcing or procurement activities, assisting in the development of technical
specifications, and recommendations regarding internal workflow
activities.
 
 Customization and
Implementation
 
 Based
generally upon the up-front scoping activities, we are able to customize our
solutions as required to meet the customer’s particular needs.  This
process can vary in length depending on the degree of customization, the
resources applied by the customer and the customer’s business
requirements.  We work closely with our customers to ensure that
features and functionality meet their expectations.  We also provide
the professional services work required for the implementation of our customer
solutions, including loading of data, identification of business processes, and
integration to other systems applications.
  Training
 
 Upon
completion of implementation (and often during implementation), we train
customer personnel to utilize our Solutions through our administrative
tools.  Training can be conducted in one-on-one or group
situations.  We also conduct “train the trainer”
sessions.
 
 Maintenance and
Support
 
 We
provide regular software upgrades and ongoing support to our
customers.
  We have
been providing consulting, customization and implementation, training,
maintenance and support services to our customers since 1994.
  THIRD
PARTY OFFERINGS
 
 Other Partner
Relationships
  In
addition to the sale of our core solutions and services, we intend to enter into
marketing or co-marketing agreements with companies that offer services that are
complementary to our offerings.  We would market these complementary
services to our customers and prospects and can earn a referral fee if these
services are purchased.  In some cases our marketing partner will be
able to market our solutions to its customers and prospects and can earn a
referral fee.  At the present time, we have two marketing
partners.  They are Forsythe Solutions Group, Inc. and Total Site
Solutions, Inc.
 
 Forsythe
serves as a technology infrastructure solutions provider, helping organizations
across all industries, including Fortune 1000 companies, manage the cost and
risk of their information technology.  Forsythe’s data center services
help organizations navigate through some of the more infrequent aspects of
owning and operating a mission-critical environment—data center planning and
information technology relocation.  Our data collection solution ON SITE PHYSICAL
INVENTORYTM,and
the services offered by us in conjunction with ON SITE PHYSICAL
INVENTORYTM
are perfectly matched to the needs of Forsythe’s customer’s, for whom they
(Forsythe) are either planning a new data center, expanding an existing data
center or moving a data center to a new location. In the current environment of
corporate acquisitions and downsizing, the services offered by Forsythe and in
turn complimented by our offerings are well suited for these
purposes.  We have concluded two data collection opportunities with
Forsythe.
 
 Total
Site Solutions, Inc. (TSS) specializes in providing a single source solution for
companies requiring highly technical facility integration and precision project
execution for mission-critical facilities.  ISA’s data collection
solution ON SITE PHYSICAL
INVENTORYTM
and the services offered by us in conjunction with ON SITE PHYSICAL
INVENTORYTM
are perfectly matched to the needs of Total Site Solutions’
customers.  We have entered into an agreement with TSS and have begun
data collection services for two TSS clients. We have
also assisted TSS in the implementation of VISTA500 for  two of their
client.
 
 BUSINESS
CYCLES
  Since
many of our customers are large organizations or quasi-governmental entities, we
may experience increasingly longer sales and collection cycles.
  3
  CUSTOMERS
 
 We
provide our solutions to customers in a variety of industries, including:
healthcare, public authorities, and financial services sectors.
  The
services provided vary depending upon the needs of the customer and the solution
concerned.  We collect service fees for implementation and training,
and support and maintenance fees.
 The
criteria used to select the customers listed in the business section and other
sections of the document are based on their prominence within their industry,
such as Northrop Grumman, General Electric and Comcast
Communications.  We do not list companies based upon any specific
amount of revenue derived or whether or not they are currently active clients,
but rather we have selected these clients based upon the scope of the consulting
engagement.  This approach provides us with clients from various
industries as this sometimes becomes crucial to a prospect in their vendor
selection process.
 
 We began
our relationship with General Electric in 2008.  We began by providing
data center audit services.  This was followed by providing data
collection services.  In September, 2008 GE purchased one of the first
licenses for OSPI and all the related handheld devices and support
services.
 
 Revenue
for select clients during fiscal year 2008:
 
 Customer
                  Solutions(s)
                  Revenue % of OverallComcast
                  Aperture
      VISTA
                  6.1%GE
                  RACKWISE
      DMC & OSPI
                  6.2%MGM
      Mirage
                  RACKWISE
      DMC
                  3.8%
 
 Revenue
for select clients acting as a sub-contractor for Aperture during fiscal year
2008:
 
 Customer
                Solutions(s)
                Revenue % of OverallHewlett
      Packard
                Aperture
      VISTA
                5.3%HSBC
      Bank
                Aperture
      VISTA
                1.8%Bank
      of America
                Aperture
      VISTA
                23.7%JP
      Morgan Chase
                Aperture
      VISTA
                9.6%State
      of Michigan
                Aperture
      VISTA
                9.8%
 
 SALES AND
MARKETING
  We market
our services primarily through referrals from companies with whom ISA has either
a reseller’s agreement in place, is authorized to provide consulting service to
their client’s, or both.
 
 Potential
customers are identified through direct contact, responses to requests for
information, attendance at trade shows and through industry
contacts.  We principally focus on professionals and ongoing lead
generation through our partner relationships and their VAR (Valued Added
Reseller) program referrals.
 
 We use
reference customers to assist us in our marketing efforts, both through direct
contact with potential customers and through site branding and case
studies.  We also rely on our co-marketing partners to assist in our
marketing efforts.
 
 TECHNOLOGY
PLATFORM
  As Valued
Added Resellers, Information Systems Associates, Inc. has sought out and
identified those solutions that are based upon proven technology platforms and
contain the desired functionality to meet or exceed its client’s
expectations.
  Our
partner’s technology platform are based on Microsoft core applications,
including the Windows operating system and a SQL server and/or Oracle relational
database, all residing on scaleable hardware.  The software is
constructed using HTML and XML framework and resides on N-tier architecture as
well as proprietary solutions.
 
 ISA is
the developer and at this time the exclusive marketer and distributor of ON SITE PHYSICAL
INVENTORYTM.  Our activities
as a VAR (Value Added Reseller) are best described as being authorized to resell
a partner’s software solution as well as being certified to implement the
solution on the client’s hardware and to deliver training in the use and
operation of the software application.
  RESEARCH
AND DEVELOPMENT
  Based on
the relative pricing and functionality of products available in the
marketplace today, we believe that the opportunity exists for ISA to develop
software to compete in a segment of the industry.  We believe that
this segment is defined as any technology infrastructure (a/k/a data centers)
whose size (raised floor area) is less than twenty-five thousand square feet in
size.  Therefore, we have focused our software development and
technology efforts on the development of our proprietary software
offerings.
 
 Our
initial software development and technology efforts will be aimed at the
defining the core functionality elements of our software application (ON SITE PHYSICAL
INVENTORYTM),
the features and functionality of the follow-up release, the development of new
software components, and the integration of superior third party technology into
our environment.  Production involves the development of reusable
applications to reduce programming time and costs for customer
implementations.
  COMPETITION
 
 The
market for each solution comprising our asset management suite is intensely
competitive.  Many of the companies we compete with have much greater
financial, technical, research and development resources than us.
 
 The
system integration consulting field is comprised of many categories of
specialties.  There are integrators who specialize in software
integration by industry (automotive, manufacturing, pharmaceutical, defense,
etc.) and therefore are not considered to be competitors.  Our primary
competitors in this space are the other Value Added Resellers representing the
same products as Information Systems Associates.  The relationship
with the vendor (software developers) is crucial in gaining an edge on the
competition.  This relationship is usually strengthened by such
factors as the client relationships that the Value Added Reseller already has in
place as well as the Value Added Resellers ability to successfully implement and
maintain the vendor’s solution to the vendor’s satisfaction.  We
believe that Information Systems Associates has developed strong relationships
with the solution vendors that it represents which in turn has and will continue
to provide Information Systems Associates with sales of its consulting service
offerings.  We at Information Systems Associates believe that the
foundation for this relationship is built upon trust.
 
 The data
collection services field has been in existence for many industries for
years.  The idea of hiring outside companies to conduct inventories of
corporate data centers is not new either.  There are many vendors in
this space today that are using techniques that employ the use of text based
list or a formatted spread sheet.  Information Systems Associates has
developed a data collection process for IT assets that employs real time data
validation combined bar code scanning which as best as can be determined is
unique in the industry.  The major importance of this approach is that
the data exported (extracted) from Information Systems Associates’ data
collection application has been validated and is available to be imported into
the client’s asset management solution.  This saves a significant
amount of time (could be days or even weeks) in researching errors that are
uncovered by the application at the time of the data import.
 
 To become
more competitive, we will need to make investments in new product development
and improve our market visibility and financial situation.
 Although
we offer a broad range of asset network and facilities management solutions as
Value Added Resellers, we face significant competition in each of the component
product areas from the following companies:
 
 Enterprise
      asset management – related solutions – ShowRack, Nlyte,
      VisioFacilities
      Management – related solutions –
Archibus
  In
addition, we face competition from organizations that use in-house developers to
develop solutions for certain elements of the asset management.
 
 ISA
considers data collection and the software it has developed to perform these
services ON SITE PHYSICAL
INVENTORYTM
to be one of the two areas of focus for our business.  It is the
intent of ISA management to promote the software as the practical solution to
the specific problems encountered during the data collection process for IT
(Information Technology) assets.  The promotion of the product and
services will occur through marketing via industry trade show exhibition as well
as mailings to a targeted audience.
 
 4
  ISA
competes for business based on the recommendations of the software vendors for
whose product solutions our data collection software is
compatible.  At the present time, ON SITE PHYSICAL
INVENTORYTM
is compatible with two vendor’s solution; VISTA500 by Aperture Technologies,
Inc. and RACKWISE DCM by Visual Network Design.  ISA believes that its
current pricing structure combined with the extensive number of data validation
processes included in its product make it very competitive.  In a
recent trade show at which we exhibited in San Francisco, ISA was the only
vendor offering a data collection solution.  The vast majority of data
collection services in existence are focused on the retail
industry.  Of the competitors that we have been able to identify, our
research has not produced any information that would lead us to believe that the
competitors can provide the same level of quality services that ISA is capable
of delivering with its software solution.
 
 Visual
Network Design does not assign exclusive geographical areas to Value Added
Resellers as this would limit the VAR’s potential as it relates to the sale of
software and services.  ISA in now being actively engaged by Visual
Network Design to deliver consulting services to its customers (solution
installation, data load and training) and plans to offer a “turnkey” service to
their clients in which ISA provides the IT asset data collection, RACKWISE DMC
software installation, data import (using the data collected previously) and
client training in the use of the RACKWISE DMC software.  ISA is
training an additional resource for this purpose and intends to make this
resource exclusive to Visual Network Design.  ISA and VND management
has had several discussions regarding the role that ISA will play in supporting
Visual Network Design’s deployment of RACKWISE DCM.
 
 PLAN OF
OPERATION
 
 Our major
activity is around the sale of asset management software and services related to
the software. We have recently:
  Submitted a Copyright application ONSITEPHYSICALINVENTORYTM6
        Submitted a Trademark application for ONSITEPHYSICALINVENTORYTM
        Retained a Patent Attorney, Louis J. Brunoforte, who has
  conducted a search in both the United States and Trademark Office databases.
  His opinion is that that our invention defines patentable subject
  matter. As such, we have retained Mr. Brunoforte and have begun
  (submitted to his offices) all required documents describing our processes and
  software. Based on
the discussions we have had with prospective clients, the potential gross
revenue from our Data Collection services alone could be more substantial that
it is currently.  We feel this is a conservative estimate of growth as
the limiting factor will be our ability to hire and train qualified individuals.
Initially, we are going to subcontract most of the work until such time as the
revenue pipeline starts to build.
 
 We have
also been retained by Comcast Communications.  We believe that the
relationship we have established at that company has positioned us to be their
primary CAFM vendor and will allow us to bid on  additional contracts
(services) later this year and next year as well.
 
 Over the
long term our business strategy is to expand our customer base, particularly in
the healthcare, public authorities, and financial services sectors, through
superior software functionality and through the industry expertise of our
employees.  In particular, our strategy is comprised of the following
key components:
 
 Expand Joint Venture with
Visual Network Design, Inc. and Increase Our Customer Base
  Working
alongside Visual Network Design, Inc., we anticipate an increase in services
revenue due largely to the fact that our core service competencies are in
alignment with the needs of Visual Network Design, Inc.’s customer
base.  We have executed a Technical Services Agreement by which ISA is
identified on each services quotation submitted by Visual Network Design, Inc.
to its prospective clients.  We are currently in discussions with
Visual Network Design, Inc. management to expand our
relationship.  ISA is being considered by Visual Network Design, Inc.
to be the exclusive provider of data collection services for Visual Network
Design’s customers. Visual Network Design Inc. has also indicated its desire to
utilize ISA’s technical services to support their software solution (RACKWISE
DCM) at their client locations which would include the installation,
implementation and training of their clients in the proper use and maintenance
of the RACKWISE DCM solution.  With regards to whether or not ISA is
identified on services quotations by Visual Network Design, Inc. along with
other Value Added Resellers, it’s our my understanding that Visual Network
Design, Inc. utilizes a specific Value Added Reseller for services required in
Europe.  ISA has offered to provide services to Visual Network Design,
Inc's customers in Europe but at this time it is understood by ISA that this
would only happen when and if Visual Network Design, Inc’s Value Added Reseller
servicing Europe was not capable of handling the workload.  ISA has
provided Visual Network Design, Inc. with a quotation for data collection
services for its overseas customers.
  Strengthen
our position as an enterprise asset management solution integrator and improve
our visibility among target sectors. Information Systems Associates, Inc. has
earned the reputation of a capable solution integrator.  While we have
expanded our customer base, Information Systems Associates, Inc. is committed to
solidifying our position as an enterprise asset management, particularly among
healthcare, public authorities, and financial services sectors.
  Maintain and Enhance Our
Technology
  Based on
the relative pricing and functionality of our product and service offerings as
compared with those of our competitors, we consider our service offerings to be
competitive, however it is critical that we continue to maintain and enhance our
approach to delivering technology solutions.  It is our understanding
that the current pricing for the services we provide is in some cases
significantly less than that charged by the other solution vendors as it relates
to our systems integration consulting services.  Relative to data
collection we believe that based on information received from prospects to which
we have spoken that our data collection services are approximately 20% of the
project implementation cost to the customer. In addition, because our solution
is provided “ready to use” the time (cost) to implement the solution is also
decreased which is a direct savings for the client.
  Enter Into and Maximize
Alliances
  We have
marketing and other relationships with Visual Network Design, Inc., and Vision
Facilities Management LTD.  We believe that these and future
relationships will help provide us with access to important industry
participants and will help increase our brand awareness.
  Seek Acquisitions and
Strategic Investments
  We plan
to expand by seeking technologies, products, and services that complement our
existing business.  If appropriate opportunities are available, we may
acquire businesses, technologies or products or enter into strategic
relationships that may further diversify revenue sources and product offerings,
expand our customer base or enhance our technology platform.
 
 5
  ITEM
1A.   RISK FACTORS
 
 The
following is a summary of material risks and uncertainties which we face in our
business.
 
 Our
Limited Operating History and Lack of Revenues Makes Evaluating Our Business and
Prospects Difficult
 
 While our
competitors have operated software development companies for a significant
period of time, we have only had limited operations and revenues since our
inception in May of 1994.  As a result, we have a limited operating
history upon which you can evaluate us and our prospects. In addition, we show a
loss of $626,108, $53,633 and $158,088 for the years ended December 31, 2008,
2007 and 2006, respectively.
 
 We
Do Not Expect To Pay Dividends On Our Common Stock.
 
 To date,
we have not paid any dividends on our common stock. We do not anticipate paying
any cash dividends on our common stock in the foreseeable future. Any payment of
future dividends and the amounts thereof will depend upon our earnings,
financial requirements and other factors deemed relevant by our board of
directors.
 
 Now
That Our Common Stock Has Become Tradable On The Over-The-Counter Bulletin
Board, Sales Of Our Common Stock By Our Principal Shareholder Could Affect The
Level Of Public Interest In Our Common Stock As Well As Depress Its
Price.
 
 Now that
our common stock has become tradable on the Over the Counter Bulletin Board,
prospective purchasers will be able to purchase our common stock in the open
market.  The Selling Security Holders will be able to sell the shares
covered by this prospectus on the open market.  In addition, because
our principal stockholder, Joseph Coschera, owns approximately 38% of our common
stock he may dispose of a substantial percentage of his stock after a one-year
holding period subject to the limitations of Rule 144 under the Securities Act
of 1933, as amended. In general, these limitations impose a maximum sale
requirement equal to the greater of an amount during the preceding three months
of 1% of our outstanding shares or an amount equal to the average weekly
reported volume of trading in our common stock on all national securities
exchanges and/or reported through the automated quotation system of a registered
securities association during the four calendar weeks preceding the filing of a
Rule 144 notice.  In addition, there are other requirements imposed by
Rule 144, including manner of sale and other requirements.  If
substantial amounts of any of these shares are sold either on the open market or
pursuant to Rule 144, there may be downward price pressures on our common stock
price, causing the market price of our common stock to decrease in
value.  In addition, this selling activity could:
 
 ·
              Decrease
      the level of public interest in our common
  stock;
 ·
              Inhibit
      buying activity that might otherwise help support the market price of our
      common stock; and
 ·
              Prevent
      possible upward price movements in our common
  stock.
  We
May Be Unable To Obtain The Additional Funding Needed To Enable Us To Operate
Profitably In The Future.
  We have
no credit facility or other committed sources of capital sufficient to fund our
business plan.  We may be unable to establish credit arrangements on
satisfactory terms.  If capital resources are insufficient to meet our
future capital requirements, we may have to raise funds to continue development
of our operations.  To the extent that additional capital is raised
through the sale of equity and/or convertible debt securities, the issuance of
such securities could result in dilution to our shareholders and/or increased
debt service commitments.  If adequate funds are not available, we may
be unable to sufficiently develop our operations to become
profitable.
  Our
Principal Stockholder Controls Our Board Of Directors And Thereby Controls Our
Business Affairs In Which Case You Will Have Little Or No Participation In Our
Business Affairs.
  Currently,
our President, CEO and Director, Mr. Joseph P. Coschera owns 38% of the
outstanding shares of Information Systems Associates.  Mr. Coschera
controls the Board of Directors and therefore controls our business
affairs.  In addition, Joseph Coschera, by virtue of his 38% share
ownership percentage, will have significant influence over all matters requiring
approval by our stockholders without the approval of minority
stockholders.  In addition, he will be able to elect all of the
members of our Board of Directors, which will allow him to significantly control
our affairs and management.  Accordingly, you will be limited in your
ability to affect change in how we conduct our business.
  If
We Lose The Services Of Our President, Our Business May Be
Impaired.
  Our
success is heavily dependent upon the continued and active participation of our
president, Joseph P Coschera.  Mr. Coschera has years of experience in
the financial and assent management software business. The loss of Mr.
Coschera’s services could have a severely detrimental effect upon the success
and development of our business.  We do not maintain "key person" life
insurance on Mr. Coschera.  There can be no assurance that we will be
able to recruit or retain other qualified personnel, should it be necessary to
do so.
 
 Our
Common Stock Is A “Penny Stock”, And Compliance With Requirements For Dealing In
Penny Stocks May Make It Difficult For Holders Of Our Common Stock To Resell
Their Shares.
 
 The SEC
has adopted rules that regulate broker-dealer practices in connection with
transactions in “penny stocks.”  Penny stocks generally are equity
securities with a price of less than $5.00, other than securities registered on
certain national securities exchanges or quoted on NASDAQ, provided that current
price and volume information with respect to transactions in such securities is
provided by the exchange or system.  Prior to a transaction in a penny
stock, a broker-dealer is required to:
 
 ·
              deliver
      a standardized risk disclosure document prepared by the
    SEC;
 ·
              provide
      the customer with current bid and offer quotation for the penny
      stock;
 ·
              explain
      the compensation of the broker-dealer and its salesperson in the
      transaction;
 ·
              provide
      monthly account statements showing the market value of each penny stock
      held in the customer’s account;
 ·
              make
      a special written determination that the penny stock is a suitable
      investment for the purchaser and receive the purchaser’s approval;
      and
 ·
              provide
      a written agreement for the
transaction.
 
 These
requirements may have the effect of reducing the level of trading activity in
the secondary market for our stock.  Because our shares are subject to
the penny stock rules, you may find it more difficult to sell your
shares.
  Potential
Fluctuations In Our Financial Results Make Financial Forecasting
Difficult.
  ·
              General
      economic conditions as well as economic conditions specific to our
      industry;
 ·
              Our
      operating results have varied on a quarterly basis in the past and may
      fluctuate significantly as a result of a variety of factors, many of which
      are outside our control. Factors that may affect our quarterly operating
      results include:
 o
              long
      sales cycles, which characterize our
industry
 o
              implementation
      delays, which can affect payment and recognition of
    revenue;
 o
              any
      decision by us to reduce prices for our solutions in response to price
      reductions by competitors
 o
              the
      amount and timing of operating costs and capital expenditures relating to
      monitoring or expanding our business, operations and
      infrastructure
 o
              the
      timing of, and our ability to integrate, any future acquisition,
      technologies or products or any strategic investments or relationships
      into which we may enter
 
 Due to
these factors, our quarterly revenues and operating results are difficult to
forecast.  We believe that period-to-period comparisons of our
operating results may not be meaningful and should not be relied upon as an
indication of future performance.  In addition, it is likely that in
one or more future quarters, our operating results will fall below the
expectations of securities analysts and investors.  In such event, the
trading price of our common shares would almost certainly be materially
adversely affected.
 
 6
  The
Markets In Which We Operate Are Highly Competitive.
 
 The
market for asset lifecycle management solutions is rapidly evolving and
intensely competitive.  We face significant competition in each
segment of our business (sourcing, procurement, enterprise asset management and
asset disposition).  We expect that competition will further intensify
as new companies enter the different segments of our market and larger existing
companies expand their product lines.  If the global economy continues
to lag, we could face increased competition, particularly in the form of lower
prices.
 
 Many of
our competitors have longer operating histories, larger customer bases, greater
brand recognition and significantly greater financial, marketing and other
resources than we.  We cannot assure you that we will be able to
compete with them effectively.  If we fail to do so, it would have a
material adverse effect on our business, financial condition, cash flows and
results of operations.
  Significant
Delays In Product Development Would Harm Our Reputation And Result In Loss Of
Revenue.
  If we
experience significant product development delays, our position in the market
would be harmed, and our revenues could be substantially reduced, which would
adversely affect our operating results.  As a result of the
complexities inherent in our software, major new product enhancements and new
products often require long development and test periods before they are
released.  On occasion, we have experienced delays in the scheduled
release date of new or enhanced products, and we may experience delays in the
future.  Delays may occur for many reasons, including an inability to
hire a sufficient number of developers, discovery of bugs and errors or a
failure of our current or future products to conform to industry
requirements.  Any such delay, or the failure of new products or
enhancements in achieving market acceptance, could materially impact our
business and reputation and result in a decrease in our revenues.
  We
May Have To Expend Significant Resources To Keep Pace With Rapid Technological
Change.
  Our
industry is characterized by rapid technological change, changes in user and
customer requirements, frequent new service or product introductions embodying
new technologies and the emergence of new industry standards and
practices.  Any of these could hamper our ability to compete or render
our proprietary technology obsolete.  Our future success will depend,
in part, on our ability to:
  ·
              develop
      new proprietary technology that addresses the increasingly sophisticated
      and varied needs of our existing and prospective
  customers
 ·
              anticipate
      and respond to technological advances and emerging industry standards and
      practices on a timely and cost-effective
basis
 ·
              continually
      improve the performance, features and reliability of our products in
      response to evolving market demands
 ·
              license
      leading technologies
 
 We may be
required to make substantial expenditures to accomplish the foregoing or to
modify or adapt our services or infrastructure.
 
 Our
Business Could Be Substantially Harmed If We Have To Correct Or Delay The
Release Of Products Due To Software Bugs Or Errors.
 
 We sell
complex software products.  Our software products may contain
undetected errors or bugs when first introduced or as new versions are
released.  Our software products may also contain undetected viruses.
Further, software we license from third parties and incorporate into our
products may contain errors, bugs or viruses.  Errors, bugs and
viruses may result in any of the following:
 
 ·
              adverse
      customer reactions
 ·
              negative
      publicity regarding our business and our
  products
 ·
              harm
      to our reputation
 ·
              loss
      of or delay in market acceptance
 ·
              loss
      of revenue or required product
changes
 ·
              diversion
      of development resources and increased development
  expenses
 ·
              increased
      service and warranty costs
 ·
              legal
      action by our customers
 ·
              increased
      insurance costs
 
 Systems
Defects, Failures Or Breaches Of Security Could Cause A Significant Disruption
To Our Business, Damage Our Reputation And Expose Us To Liability.
 
 We host
certain websites and sub-sites for our customers.  Our systems are
vulnerable to a number of factors that may cause interruptions in our ability to
enable or host solutions for third parties, including, among
others:
 
 ·
              damage
      from human error, tampering and
vandalism
 ·
              breaches
      of security
 ·
              fire
      and power losses
 ·
              telecommunication
      failures and capacity limitations
 ·
              software
      or hardware defects
 
 Despite
the precautions we have taken and plan to take, the occurrence of any of these
events or other unanticipated problems could result in service interruptions,
which could damage our reputation, and subject us to loss of business and
significant repair costs.  Certain of our contracts require that we
pay penalties or permit a customer to terminate the contract if we are unable to
maintain minimum performance levels. Although we continue to take steps to
enhance the security of our systems and ensure that appropriate back-up systems
are in place, our systems are not now, nor will they ever be, fully
secure.
  If
We Are Unable To Successfully Protect Our Intellectual Property Or Obtain
Certain Licenses, Our Competitive Position May Be Weakened.
  Our
performance and ability to compete are dependent in part on our
technology.  We rely on a combination of patent, copyright, trademark
and trade secret laws as well as confidentiality agreements and technical
measures, to establish and protect our rights in the technology we
develop.  We cannot guarantee that any patents issued to us will
afford meaningful protection for our technology.  Competitors may
develop similar technologies which do not conflict with our
patents.  Others may challenge our patents and, as a result, our
patents could be narrowed or invalidated.
 
 Our
software is protected by common law copyright laws, as opposed to registration
under copyright statutes. Common law protection may be narrower than that which
we could obtain under registered copyrights.  As a result, we may
experience difficulty in enforcing our copyrights against certain third
parties.  The source code for our proprietary software is protected as
a trade secret.  As part of our confidentiality protection procedures,
we generally enter into agreements with our employees and consultants and limit
access to, and distribution of, our software, documentation and other
proprietary information.  We cannot assure you that the steps we take
will prevent misappropriation of our technology or that agreements entered into
for that purpose will be enforceable. In order to protect our intellectual
property, it may be necessary for us to sue one or more third
parties.  While this has not been necessary to date, there is no
guarantee that we will not be required to do so in future to protect our
rights.  The laws of other countries may afford us little or no
protection for our intellectual property.  We also rely on a variety
of technology that we license from third parties, including our database and
Internet server software, which is used to perform key
functions.  These third-party technology licenses may not continue to
be available to us on commercially reasonable terms, or at all.  If we
are unable to maintain these licenses or obtain upgrades to these licenses, we
could be delayed in completing or prevented from offering some products or
services.
 
 Others
Could Claim That We Infringe On Their Intellectual Property Rights, Which May
Result In Costly And Time-Consuming Litigation.
 
 Our
success will also depend partly on our ability to operate without infringing
upon the proprietary rights of others, as well as our ability to prevent others
from infringing on our proprietary rights.  We may be required at
times to take legal action in order to protect our proprietary
rights.  Also, from time to time, we may receive notice from third
parties claiming that we infringe their patent or other proprietary
rights.
 
 We
believe that infringement claims will increase in the technology sector as
competition intensifies.  Despite our best efforts, we may be sued for
infringing on the patent or other proprietary rights of others.  Such
litigation is costly, and even if we prevail, the cost of such litigation could
harm us.  If we do not prevail or cannot fund a complete defense, in
addition to any damages we might have to pay, we could be required to stop the
infringing activity or obtain a license.  We cannot be certain that
any required license would be available to us on acceptable terms, or at
all.  If we fail to obtain a license, or if the terms of a license are
burdensome to us, this could have a material adverse effect on our business,
financial condition, cash flows and results of operations.
 
 Our
Product Strategy Is Partially Dependent Upon The Continued Acceptance And Use Of
The Internet As A Medium Of Commerce.
 
 Our
success depends in part on the continued growth of the Internet and reliance on
and use of the Internet by businesses.  Because use of the Internet as
a source of information, products and services is a relatively recent
phenomenon, it is difficult to predict whether the number of users drawn to the
Internet will continue to increase and whether the market for commercial use of
the Internet will continue to develop and expand.
  The
Internet may not be commercially viable for a number of reasons, including
potentially inadequate development of the necessary network infrastructure,
delayed development of enabling technologies and inadequate performance
improvements.  In addition, the Internet’s viability as a commercial
marketplace could be adversely affected by delays in the development of services
or due to increased government regulation. Moreover, concern about the security
of transactions conducted on the Internet and the privacy of users may also
inhibit the growth of commerce on the Internet. If the use of the Internet does
not continue to grow or grows more slowly than expected, or if the
infrastructure for the Internet does not effectively support growth that may
occur, our business would be materially and adversely affected.
  Our
Business Is Sensitive To The Overall Economic Environment. Any Slowdown In
Information Technology Spending Budgets Could Harm Our Operating
Results.
  Any
significant downturn in our customers' markets or in general economic conditions
that results in reduced information technology spending budgets would likely
result in a decreased demand for our products and services, longer selling
cycles and lower prices, any of which may harm our business.
  Although
We Have Not Yet Issued Any Preference Shares, If Issued, Our Preference Shares
Could Prevent Or Delay A Takeover That Some Or A Majority Of Shareholders
Consider Favorable.
  Our Board
of Directors, without any further vote of our shareholders, may issue preference
shares and determine the price, preferences, rights and restrictions of those
shares.  The rights of the holders of common shares will be subject
to, and may be adversely affected by, the rights of the holders of any series of
preference shares that may be issued in the future.  That means, for
example, that we can issue preference shares with more voting rights, higher
dividend payments or more favorable rights upon distribution than those for our
common shares.  If we issue certain types of preference shares in the
future, it may also be more difficult for a third party to acquire a majority of
our outstanding voting shares and such issuance may, in certain circumstances,
deter or delay mergers, tender offers or other possible transactions that may be
favored by some or a majority of our shareholders.
  EMPLOYEES
  We have
three employees, Joseph P. Coschera, Loire Lucas and Shirley Walker. Joseph P.
Coschera is a full-time employee and Loire Lucas and Shirley Walker are part
time employees.
  REPORTS
TO SECURITY HOLDERS
  We are
not required to deliver an annual report to security holders and will not
voluntarily deliver a copy of the annual report to security holders.  If we
should choose to create an annual report, it will contain audited financial
statements.  We intend to file all of our required information with the
SEC.  We plan to file our Forms 10-K, 10-Q, and all other forms that are or
may become applicable with the SEC.
 
 The
public may read and copy any materials that are filed by us with the SEC at the
SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549.
 The Public may obtain information on the operation of the Public Reference
Room by calling the SEC at 1-800-SEC-0330.  The statements and forms filed
by us with the SEC have been filed electronically and are available for viewing
or copy on the SEC maintained Internet site that contains reports, proxy and
information statements, as well as other information regarding issuers that file
electronically with the SEC.  The Internet address for this site can be
found at http://www.sec.gov.
 
 7
  ITEM
2.   PROPERTIES
 
 We do not
own any real property nor do we have any contracts or options to acquire any
real property in the future.  Presently, we are renting an office
located at Suite E, 1151 SW 30th Street,
Palm City FL 34990.  We occupy 1,208 square feet.  This
space is adequate for our present and our planned future
operations.  We pay approximately $1,500.00 per month in rent for use
of this space.
  We also
own computer equipment and office furniture for our business.  We own
several computers, handhelds, storage drives, and network devices which we use
to conduct business.  These devices are used in the development of our
software products.  We also own standard office furniture including
desks, chairs, and other personal property relating to our
industry.  All of this equipment is in good condition.  The
net book value of property and equipment is $21,168.
  ITEM
3.   LEGAL PROCEEEDINGS
  As of the
date of this report, we are not a party to any pending legal proceeding and are
not aware of any threatened legal proceeding.
 
 ITEM
4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
  None.
 
 PART
II
 
 ITEM
5.   MARKET FOR COMMON EQUITY, RELATED STOCKHOLDERS MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET INFORMATION
 
 Our
shares of common stock are quoted on the Over-The-Counter Bulletin
Board.  The Over-The-Counter Bulletin Board is a quotation medium for
subscribing members only. Only market makers can apply to quote securities on
the Over-The-Counter Bulletin Board.  We cannot guarantee that we will
obtain a market maker or such a quotation.  Although we will seek a
market maker for our securities, our management has no agreements,
understandings or other arrangements with market makers to begin making a market
for our shares.  There is no limited trading activity in our
securities, and there can be no assurance that a regular trading market for our
common stock will ever be developed, or if developed, will be
sustained.
 
 A
shareholder in all likelihood, therefore, will not be able to resell their
securities should he or she desire to do when eligible for public
resale.  Furthermore, it is unlikely that a lending institution will
accept our securities as pledged collateral for loans unless a regular trading
market develops.  We have no plans, proposals,  arrangements
or understandings with any person with regard to the development of a trading
market in any of our securities.
 
 AGREEMENTS
TO REGISTER
  Not
applicable.
 
 STOCKHOLDERS
 
 As of
December 31, 2008 there were 42 stockholders of record of our common
stock.
 
 SHARES
ELIGIBLE FOR FUTURE SALE
 
 Upon
effectiveness of the registration statement effective on January 24, 2008, only
the 5,193,834 shares of common stock sold in this offering will be freely
tradable without restrictions under the Securities Act of 1933. The shares held
by our affiliates will be restricted by the resale limitations under Rule 144
under the Securities Act of 1933.
  In
general, under Rule 144 as currently in effect, any of our affiliates and any
person or persons whose sales are aggregated who has beneficially owned his or
her restricted shares for at least one year, may be entitled to sell in the open
market within any three-month period a number of shares of common stock that
does not exceed the greater of (i) 1% of the then outstanding shares of our
common stock, or (ii) the average weekly trading volume in the common stock
during the four calendar weeks preceding such sale. Sales under Rule 144 are
also affected by limitations on manner of sale, notice requirements, and
availability of current public information about us. Non-affiliates, who have
held their restricted shares for one year, may be entitled to sell their shares
under Rule 144 without regard to any of the above limitations, provided they
have not been affiliates for the three months preceding such sale.
 
 Further,
Rule 144A as currently in effect, in general, permits unlimited resale of
restricted securities of any issuer provided that the purchaser is an
institution that owns and invests on a discretionary basis at least $100 million
in securities or is a registered broker-dealer that owns and invests $10 million
in securities. Rule 144A allows our existing stockholders to sell their shares
of common stock to such institutions and registered broker-dealers without
regard to any volume or other restrictions. Unlike under Rule 144, restricted
securities sold under Rule 144A to non-affiliates do not lose their status as
restricted securities.
 
 The
availability for sale of substantial amounts of common stock under Rule 144
could adversely affect prevailing market prices for our securities.
  DIVIDENDS
 
 We have
not declared any cash dividends on our common stock since our inception and do
not anticipate paying such dividends in the foreseeable future.  We
plan to retain any future earnings for use in our business. Any decisions as to
future payment of dividends will depend on our earnings and financial position
and such other factors, as the Board of Directors deems relevant.
  DIVIDEND
POLICY
 
 All
shares of common stock are entitled to participate proportionally in dividends
if our Board of Directors declares dividends out of the funds legally
available.  These dividends may be paid in cash, property or
additional shares of common stock.  We have not paid any dividends
since our inception and presently anticipate that all earnings, if any, will be
retained for development of our business.  Any future dividends will
be at the discretion of our Board of Directors and will depend upon, among other
things, our future earnings, operating and financial condition, capital
requirements, and other factors.
 
 Our
shares are "Penny Stocks" within the Meaning of the Securities Exchange Act of
1934.
 
 Our
Shares are "penny stocks" within the definition of that term as contained in the
Securities Exchange Act of 1934, generally equity securities with a price of
less than $5.00.  Our shares will then be subject to rules that impose
sales practice and disclosure requirements on certain broker-dealers who engage
in certain transactions involving a penny stock.
  Under the
penny stock regulations, a broker-dealer selling penny stock to anyone other
than an established customer or "accredited investor" must make a special
suitability determination for the purchaser and must receive the purchaser's
written consent to the transaction prior to the sale, unless the broker-dealer
is otherwise exempt.  Generally, an individual with a net worth in
excess of $1,000,000 or annual income exceeding $200,000 individually or
$300,000 together with his or her spouse is considered an accredited
investor.  In addition, unless the broker-dealer or the transaction is
otherwise exempt, the penny stock regulations require the broker-dealer to
deliver, prior to any transaction involving a penny stock, a disclosure schedule
prepared by the Securities and Exchange Commission relating to the penny stock
market.  A broker-dealer is also required to disclose commissions
payable to the broker-dealer and the Registered Representative and current bid
and offer quotations for the securities.  In addition a broker-dealer
is required to send monthly statements disclosing recent price information with
respect to the penny stock held in a customer's account, the account’s value and
information regarding the limited market in penny stocks.  As a result
of these regulations, the ability of broker-dealers to sell our stock may affect
the ability of Selling Security Holders or other holders to sell their shares in
the secondary market.  In addition, the penny stock rules generally
require that prior to a transaction in a penny stock, the broker-dealer make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the
transaction.
 
 These
disclosure requirements may have the effect of reducing the level of trading
activity in the secondary market for a stock that becomes subject to the penny
stock rules.  These additional sales practice and disclosure
requirements could impede the sale of Information Systems Associate's
securities, if our securities become publicly traded.  In addition,
the liquidity for Information Systems Associate's securities may be adversely
affected, with concomitant adverse affects on the price of Information Systems
Associate's securities.  Our shares may someday be subject to such
penny stock rules and our shareholders will, in all likelihood, find it
difficult to sell their securities.
  8
  ITEM
6.   SELECTED FINANCIAL DATA
 
 None.
 
 ITEM
7.   MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
 
 The
following discussion should be read in conjunction with the financial statements
included in this report and is qualified in its entirety by the
foregoing.
  FORWARD
LOOKING STATEMENTS
 
 Certain
statements in this report, including statements of our expectations, intentions,
plans and beliefs, including those contained in or implied by "Management's
Discussion and Analysis" and the Notes to Consolidated Financial Statements, are
"forward -looking statements", within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are
subject to certain events, risks and uncertainties that may be outside our
control.  The words “believe”, “expect”, “anticipate”, “optimistic”,
“intend”, “will”, and similar expressions identify forward-looking
statements.  Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date on which they
are made. We undertake no obligation to update or revise any forward-looking
statements.  These forward-looking statements include statements of
management's plans and objectives for our future operations and statements of
future economic performance, information regarding our expansion and possible
results from expansion, our expected growth, our capital budget and future
capital requirements, the availability of funds and our ability to meet future
capital needs, the realization of our deferred tax assets, and the assumptions
described in this report underlying such forward-looking
statements.  Actual results and developments could differ materially
from those expressed in or implied by such statements due to a number of
factors, including, without limitation, those described in the context of such
forward-looking statements, our expansion and acquisition strategy, our ability
to achieve operating efficiencies, our dependence on network infrastructure,
capacity, telecommunications carriers and other suppliers, industry pricing and
technology trends, evolving industry standards, domestic and international
regulatory matters, general economic and business conditions, the strength and
financial resources of our competitors, our ability to find and retain skilled
personnel, the political and economic climate in which we conduct operations and
the risk factors described from time to time in our other documents and reports
filed with the Securities and Exchange Commission (the "Commission"). Additional
factors that could cause actual results to differ materially from the
forward-looking statements include, but are not limited to: 1) our ability to
successfully develop, manufacture and deliver our products on a timely basis and
in the prescribed condition; 2) our ability to compete effectively with other
companies in the same industry; 3) our ability to raise sufficient capital in
order to effectuate our business plan; and 4) our ability to retain our key
executives.
 
 OUR
COMPANY
 
 We have
been in business since 1992 initially as a sole proprietorship and eventually
incorporating in 1994. We were incorporated in Florida on May 31, 1994 to
engage in the business of developing software for the financial and asset
management industries.  We are currently engaged and plan to continue in
the sale of asset management software for both corporate real estate and
corporate information technology networks.  Our executive offices are
currently located 1151 SW 30th Street,
Suite E, Palm City, FL 34990.  Our telephone number is (772) 403-2992.
Information Systems Associates, Inc. is a "Solution Provider" positioned to
develop and deliver comprehensive asset management systems for both real estate
and data center assets.  Our application products are also used by
corporate Real Estate departments to manage their real property lease
obligations (as both tenant and landlord), to determine their company’s use of
corporate space, to develop plans for relocations, mergers and acquisitions as
it relates to the use of space (office, manufacturing, warehousing).
 Utilizing the latest Computer Aided Facilities Management (CAFM)
Technology solutions generally available provides the end-user with enhanced
application usability.  We offer project assessment and development,
process review and recommendations as well as project management and training
services necessary to successfully achieve your objectives.
 
 Our
company delivers turnkey software and service solutions that give financial
institutions and large corporations control of their corporate assets.  Our
asset solutions address Data Center equipment inventory, Space Utilization,
Power and Connectivity management, Office Space and Occupancy, Office Equipment
and Furniture, and Real Estate Portfolio Management.
 
 In
conjunction with our CAFM solutions, ISA now offers state of the art asset data
collection services focusing on the enterprise IT infrastructure.  The data
collection service is based on our solution ON SITE PHYSICAL
INVENTORYTM.
  RESULTS
OF OPERATIONS
 
 Because
this is only a financial summary, it does not contain all the financial
information that may be important to you. It should be read in conjunction with
the consolidated financial statements and related notes presented in a later
section.
 
 The
following tables set forth certain operating information in dollars and as a
percentage of net sales:
 
 For
      the Years Ended December 31,2008
                              
                              
                              
                              
                              
                              2007Amount
                              
                              
                              % of Net Sales
                              
                              Amount
                              
                              
                              % of Net Sales
                              
                              Increase
      (Decrease)Revenue
                              
                              $
                              1,225,461
                              
                              
                              
                              100.00
                              %
                              
                              $
                              459,910
                              
                              
                              
                              100.00
                              %
                              
                              $
                              765,551Cost
      of sales
                              
                              
                              44,689
                              
                              
                              
                              3.65
                              %
                              
                              
                              5,586
                              
                              
                              
                              1.21
                              %
                              
                              
                              39,103Gross
      profit
                              
                              
                              1,180,772
                              
                              
                              
                              96.35
                              %
                              
                              
                              454,324
                              
                              
                              
                              98.79
                              %
                              
                              
                              726,448Operating
      expenses
                              
                              
                              1,769,356
                              
                              
                              
                              144.38
                              %
                              
                              
                              486,833
                              
                              
                              
                              105.85
                              %
                              
                              
                              1,282,523Loss
      before other income (expenses)
                              
                              
                              (588,584
                              )
                              
                              
                              -48.03
                              %
                              
                              
                              (32,509
                              )
                              
                              
                              -7.07
                              %
                              
                              
                              (556,075
                              )Other
      income (expenses), net
                              
                              
                              267
                              
                              
                              
                              0.02
                              %
                              
                              
                              (22,210
                              )
                              
                              
                              -4.83
                              %
                              
                              
                              22,477Income
      (loss) before income taxes
                              
                              
                              (588,317
                              )
                              
                              
                              -48.01
                              %
                              
                              
                              (54,719
                              )
                              
                              
                              -11.90
                              %
                              
                              
                              (533,598
                              )Provision
      for income taxes
                              
                              
                              37,791
                              
                              
                              
                              3.08
                              %
                              
                              
                              (9,075
                              )
                              
                              
                              -1.97
                              %
                              
                              
                              46,866Net
      loss from continuing operations
                              
                              
                              (626,108
                              )
                              
                              
                              -51.09
                              %
                              
                              
                              (45,644
                              )
                              
                              
                              -9.92
                              %
                              
                              
                              (580,464
                              )Loss
      from discontinued operations
                              
                              
                              -
                              
                              
                              
                              0.00
                              %
                              
                              
                              (7,989
                              )
                              
                              
                              -1.74
                              %
                              
                              
                              7,989Net
      loss
                              
                              $
                              (626,108
                              )
                              
                              
                              -51.09
                              %
                              
                              $
                              (53,633
                              )
                              
                              
                              -11.66
                              %
                              
                              
                              (572,475
                              )For
      the Years Ended December 31,2007
                              
                              
                              
                              
                              
                              
                              2006Amount
                              
                              
                              % of Net Sales
                              
                              Amount
                              
                              
                              % of Net Sales
                              
                              Increase
      (Decrease)Revenue
                              
                              $
                              459,910
                              
                              
                              
                              100.00
                              %
                              
                              $
                              309,571
                              
                              
                              
                              100.00
                              %
                              
                              $
                              150,339Cost
      of sales
                              
                              
                              5,586
                              
                              
                              
                              1.21
                              %
                              
                              
                              4,542
                              
                              
                              
                              1.47
                              %
                              
                              
                              1,044Gross
      profit
                              
                              
                              454,324
                              
                              
                              
                              98.79
                              %
                              
                              
                              305,029
                              
                              
                              
                              98.53
                              %
                              
                              
                              149,295Operating
      expenses
                              
                              
                              486,833
                              
                              
                              
                              105.85
                              %
                              
                              
                              357,181
                              
                              
                              
                              115.38
                              %
                              
                              
                              129,652Loss
      before other income (expenses)
                              
                              
                              (32,509
                              )
                              
                              
                              -7.07
                              %
                              
                              
                              (52,152
                              )
                              
                              
                              -16.85
                              %
                              
                              
                              19,643Other
      income (expenses), net
                              
                              
                              (22,210
                              )
                              
                              
                              -4.83
                              %
                              
                              
                              (144,321
                              )
                              
                              
                              -46.62
                              %
                              
                              
                              122,111Income
      (loss) before income taxes
                              
                              
                              (54,719
                              )
                              
                              
                              -11.90
                              %
                              
                              
                              (196,473
                              )
                              
                              
                              -63.47
                              %
                              
                              
                              141,754Provision
      for income taxes
                              
                              
                              (9,075
                              )
                              
                              
                              -1.97
                              %
                              
                              
                              (38,385
                              )
                              
                              
                              -12.40
                              %
                              
                              
                              29,310Net
      loss from continuing operations
                              
                              
                              (45,644
                              )
                              
                              
                              -9.92
                              %
                              
                              
                              (158,088
                              )
                              
                              
                              -51.07
                              %
                              
                              
                              112,444Loss
      from discontinued operations
                              
                              
                              (7,989
                              )
                              
                              
                              -1.74
                              %
                              
                              
                              -
                              
                              
                              
                              0.00
                              %
                              
                              
                              (7,989
                              )Net
      loss
                              
                              $
                              (53,633
                              )
                              
                              
                              -11.66
                              %
                              
                              $
                              (158,088
                              )
                              
                              
                              -51.07
                              %
                              
                              
                              104,455As
      of December 31,2008
                              
                              
                              2007Available
      cash
                              
                              
                              204,768
                              
                              
                              
                              13,326Total
      current assets
                              
                              
                              817,327
                              
                              
                              
                              167,090Property
      and equipment, net
                              
                              
                              21,168
                              
                              
                              
                              139,360Total
      assets
                              
                              
                              838,495
                              
                              
                              
                              306,450Current
      liabilities
                              
                              
                              33,825
                              
                              
                              
                              100,672Stockholders’
      equity
                              
                              
                              804,670
                              
                              
                              
                              205,778Total
      liabilities and stockholders’ equity
                              
                              
                              838,495
                              
                              
                              
                              306,450
 
 Year ended December 31, 2008
compared to December 31, 2007
 
 Gross
revenues were $1,225,461 and $459,910 for the years ended December 31 2008 and
2007, respectively.  The increase in current period was due primarily
to the increased sale of professional services, maintenance contracts and time
and materials arrangements.  We recognize professional services
revenue, which includes installation, training, consulting and engineering
services, upon delivery of the services. If the professional service project
includes independent milestones, revenue is recognized as milestones are met and
upon acceptance from the customer.  As part of our ongoing operations
to provide services to our customers, incidental expenses, if reimbursable under
the terms of the contracts, are billed to customers.  These expenses are
recorded as both revenues and direct cost of services.  We expect
revenues to increase during 2009 as our moves toward developing our business
plan.
 Gross
profit was $454,324 and $305,029 for the years ended December 31 2008 and 2007,
respectively, while gross margin for the same period was 96.35% and 98.79% for
the same period.  The difference in the margin percent comes from the
amortization of capitalized costs in 2008.
 
 Operating
expenses for the years December 31, 2008 and 2007 were $1,769,356 and $486,833,
respectively.  The high operating expenses during 2008 were due
primarily to administrative and general expenses, which were $427,567 for the
year ended December 31, 2008, and professional consulting expenses for services
in connection with technology consulting and advisory services, which were
$686,216 or the ended December 31, 2008.
 
 We
recognized an income tax expense of $37,791 for the year ended December 31, 2008
and received income tax benefits of $9,075 for the year ended December 31,
2007.
 
 We had a
net loss of $626,108 and $45,644 from continuing operations for the years ended
December 31, 2008 and 2007, respectively.  There are two major reasons
for the loss in the year.  ISA entered into several consulting
agreements that had an immediate impact on activity for the year by increasing
operating expenses.  We expect long term benefits for these
expenditures.  Secondly, accounting regulations require income
generated for licensing of OSPI to be offset against capitalized cost prior to
any revenue recognition.  This has happened and any future licensing
agreements can be recognized as revenue.
  9
  STATEMENT
OF FINANCIAL CONDITION
  As
      of December 31,2008
                        
                        
                        2007Available
      cash
                        
                        
                        204,768
                        
                        
                        
                        13,326Total
      current assets
                        
                        
                        817,327
                        
                        
                        
                        167,090Property
      and equipment, net
                        
                        
                        21,168
                        
                        
                        
                        139,360Total
      assets
                        
                        
                        838,495
                        
                        
                        
                        306,450Current
      liabilities
                        
                        
                        33,825
                        
                        
                        
                        100,672Stockholders’
      equity
                        
                        
                        804,670
                        
                        
                        
                        205,778Total
      liabilities and stockholders’ equity
                        
                        
                        838,495
                        
                        
                        
                        306,450
 
 December 31 2008 compared to
December 31, 2007
 
 Available
cash were $204,768 and $13,326 as of December 31, 2008 and 2007
respectively.  The increase is primarily due to the Company entering
into an agreement to issue 2,000,000 shares of stock at a rate of $.25 per
share. This purchase should be concluded in 2009.
 
 Total
current assets were $817,327 and $167,090 as of December 31, 2008 and 2007
respectively.  The increase is primarily due to the Company entering
into several agreements that provide a variety of consulting services for issued
shares of stock. These agreements run until August 1, 2009.
 
 Property
and equipment were $21,168 and $139,360 as of December 31, 2008 and 2007
respectively. This balance has decreased primarily as the Company has been able
to amortize costs associated with the development of software.
 
 Current
liabilities were $33,825 and $100,672 as of December 31, 2008 and 2007
respectively. This amount has decreased as the company has concluded the initial
stage of software development and an increase in cash flow.
 
 IMPACT OF
INFLATION
 
 We
believe that inflation has had a negligible effect on operations during the
years ended December 31, 2008 and 2007.  We believe that we can offset
inflationary increases in the cost of revenue by increasing revenue and
improving operating efficiencies.
 
 LIQUIDITY
AND CAPITAL RESOURCES
 
 Cash
flows used in operations were $145,204 and $74,282 for the years ended December
31, 2008 and 2007, respectively.  Cash flows used in operations in
2008 were primarily attributable to a net loss of $626,108.  There was
an increase of $458,360 in prepaid consulting and a decrease in accounts payable
of $77,740.   Cash flows used in operations in 2007 were
primarily attributable to a net loss of $53,633, the increase in accounts
receivable by $83,976, partially offset by the decrease in prepaid consulting by
$22,210 and increase in accounts payable by $41,526.
 .
 Cash
flows provided/ (used) in investing activities were $95,676 and ($101,675) for
the years ended December 31, 2008 and 2007, respectively.  Cash flows
provided by investing activities in 2008 were attributable to payments received
for software license agreement, less marketing cost and the purchases of
property and equipment.  Cash flows used in investing activities in
2007 were attributable to cost of software development of $92,694 and marketing
costs of software license.
  Cash
flows provided by financing activities were $240,970 and $10,508 for the years
ended December 31, 2008 and 2007, respectively.  Cash flows provided
by financing activities were funded from the additional sale of common
stock.  Cash flows from financing activities in 2007 were due
primarily to proceeds from a line of credit with Wachovia Bank
NA.  The line of credit provides for borrowing up to
$40,000.
 
 Overall,
we have funded our cash needs from inception through December 31, 2008 and 2007
with a series of debt and equity transactions.
 
 We had
cash on hand of $204,768 and a working capital of $789,765 as of December 31,
2008.  Currently, we have enough cash to fund our operations for the
next year.  This is based on current cash flows from financing
activities and projected revenues.  Although it is possible, if the
projected revenues fall short of needed capital we may not be able to sustain
our capital needs.  We will then need to obtain additional capital
through equity or debt financing to sustain operations for an additional
year.  Our current level of operations would require capital of
approximately $150,000 to sustain operations through year 2009 and the years
thereafter. Modifications to our business plans may require additional capital
for us to operate.  For example, if we want to offer a greater number
of products or increase our marketing efforts, we may need additional
capital.  Failure to raise capital may result in lower revenues and
market share for us.  In addition, there can be no assurance that
additional capital will be available to us when needed or available on terms
favorable to us.
  Mr.
Coschera is a personal guarantor on a line of credit to provide additional
working capital to the Company. At year end December 31, 2008 there was no
borrowings against that line.  No other person or entity is liable
for, surety or otherwise provides a guarantee for our debt financing from
outside resources.  Demand for the products and services will be
dependent on, among other things, market acceptance of our services, the
computer software market in general, and general economic conditions, which are
cyclical in nature.  In as much as a major portion of our activities
is the receipt of revenues from services rendered, our business operations may
be adversely affected by our competitors and prolonged recession
periods.
  Our
success will be dependent upon implementing our plan of operations and the risks
associated with our business plan.
 
 No
significant amount of our trade payables has been unpaid within the stated trade
term.  We are not subject to any unsatisfied judgments, liens or
settlement obligations.
 
 OFF
BALANCE SHEET ARRANGEMENTS
 
 We have
no-off balance sheet contractual arrangements, as that term is defined in Item
303(a)(4) of Regulation S-K.
 
 CRITICAL
ACCOUNTING POLICIES
 
 Our
consolidated financial statements have been prepared in accordance with U.S.
generally accepted accounting principles. The preparation of these financial
statements requires management to make estimates and judgments. We believe that
the determination of the carrying value of our inventories and long-lived
assets, the valuation allowance of deferred tax assets and valuation of
share-based payment compensation are the most critical areas where management’s
judgments and estimates most affect our reported results. While we believe our
estimates are reasonable, misinterpretation of the conditions that affect the
valuation of these assets could result in actual results varying from reported
results, which are based on our estimates, assumptions and judgments as of the
balance sheet date.
 
 Revenue
Recognition
 
 We
recognize revenue in accordance with SEC Staff Accounting Bulletin No. 104,
“Revenue Recognition” and Emerging Issues Task Force, or EITF, Issue No. 00-21,
“Revenue Arrangements with Multiple Deliverables”.
 Consulting
services and training revenues are accounted for separately from subscription
and support revenues when these services have value to the customer on a
standalone basis and there is objective and reliable evidence of fair value of
each deliverable.  When accounted for separately, revenues are
achieved and accepted by the customer for fixed price contracts.  The
majority of our consulting service contracts are on a time and material
basis.  Training revenues are recognized after the services are
performed.  For revenue arrangements with multiple deliverables, we
allocate the total customer arrangement to the separate units of accounting
based on their relative fair values, as determined by the price of the
undelivered items when sold separately.
 
 In
determining whether the consulting services can be accounted for separately from
subscription and support revenues, we consider the following factors for each
consulting agreement: availability of the consulting services from other
vendors, whether objective and reliable evidence for fair value exists for the
undelivered elements, the nature of the consulting services, the timing of when
the consulting contract was signed in comparison to the subscription service
start date, and the contractual dependence of the subscription service on the
customer’s satisfaction with the consulting work.  If a consulting
arrangement does not qualify for separate accounting, we recognize the
consulting revenue ratably over the remaining term of the subscription
contract.  Additionally, in these situations, we defer the direct
costs of the consulting arrangement and amortize these costs over the same time
period as the consulting revenue is recognized.  We did not have any
revenue arrangements with multiple deliverables for the period ending December
31, 2008.
 
 10
  Property, Plant, and
Equipment
 
 Property
and equipment is stated at cost.  Depreciation is provided by the
straight-line method over the estimated economic life of the property and
equipment (three to ten years).  When assets are sold or retired,
their costs and accumulated depreciation are eliminated from the accounts and
any gain or loss resulting from their disposal is included in the statement of
operations.
 
 We
recognize an impairment loss on property and equipment when evidence, such as
the sum of expected future cash flows (undiscounted and without interest
charges), indicates that future operations will not produce sufficient revenue
to cover the related future costs, including depreciation, and when the carrying
amount of the asset cannot be realized through sale.  Measurement of
the impairment loss is based on the fair value of the assets.
  Software Development
Costs
 
 We
account for costs incurred to develop computer software for internal use in
accordance with Statement of Position (SOP) 98-1, “Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use”.  As
required by SOP 98-1, we capitalize the costs incurred during the application
development state, which include costs to design the software configuration and
interfaces, coding, installation, and testing.  Costs incurred during
the preliminary project along with post-implementation stages of internal use
computer software are expensed as incurred.  Capitalized development
costs are amortized over a period of three years.  Costs incurred to
maintain existing product offerings are expensed as incurred.  The
capitalization and ongoing assessment of recoverability of development costs
requires considerable judgment by management with respect to certain external
factors, including, but not limited to, technological and economic feasibility,
and estimated economic life.
 
 After the
development of the internal-use ON SITE PHYSICAL
INVENTORYTM
software (OSPI) was complete, we decided to market the
software.  Proceeds from the licenses of the computer software, net of
direct incremental costs of marketing, such as commissions, software
reproduction cost, warranty and service obligations, and installation cost, are
applied against the carrying cost of that software.  No profit will be
recognized until aggregate net proceeds from licenses and amortization have
reduced the carrying amount of the software to zero.  Subsequent
proceeds will be recognized in revenue as earned.
  RECENTLY
ADOPTED ACCOUNTING PRONOUNCEMENTS
 
 In
February 2007, the FASB issued Statement of Financial Accounting Standard No.
159, "The Fair Value Option for Financial Assets and Financial Liabilities"
("SFAS No. 159").  This statement permits entities to choose to
measure many financial instruments and certain other items at fair
value.  Companies should report unrealized gains and losses on items
for which the fair value option has been elected in earnings at each
subsequent reporting date.  This statement is effective as of the
beginning of an entity's first fiscal year that begins after November 15,
2007.  The adoption of FASB No. 159 is not expected to have a material
impact on the Company's results of operations or financial
position.
 
 RECENTLY
ADOPTED ACCOUNTING PRONOUNCEMENTS – NOT YET ADOPTED
 
 In May
2008, the FASB released SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.”  SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States of America.  SFAS No. 162 will be effective 60 days
following the SEC’s approval of the PCAOB amendments to AU Section 411, “The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles.”  The Company does not believe SFAS No. 162 will have a
significant impact on the Company’s financial statements.
 
 In
December 2007, the FASB issued two new statements: (a) SFAS No. 141(R) (revised
2007), Business Combinations, and (b) SFAS No. 160, Non-controlling Interests in
Consolidated Financial Statements.  These statements are effective for
fiscal years beginning after December 15, 2008, and the application of these
standards will improve, simplify and converge internationally the accounting for
business combinations and the reporting of non-controlling interests in
consolidated financial statements.  The Company does not anticipate
that the adoption of these standards will have any impact on its financial
statements.
 
 (a)SFAS
No. 141(R) requires an acquiring entity in a business combination to: (i)
recognize all (and only) the assets acquired and the liabilities assumed in the
transaction, (ii) establish an acquisition-date fair value as the measurement
objective for all assets acquired and the liabilities assumed, (iii) disclose to
investors and other users all of the information they will need to evaluate and
understand the nature of, and the financial effect of, the business combination,
and (iv) recognize and measure the goodwill acquired in the business combination
or a gain from a bargain purchase.
 
 (b) SFAS
No. 160 will improve the relevance, comparability and transparency of financial
information provided to investors by requiring all entities to: (i)report
non-controlling (minority) interests in subsidiaries in the same manner as
equity but separate from the parent's equity in consolidated financial
statements, (ii)net income attributable to the parent and to the non-controlling
interest must be clearly identified and presented on the face of the
consolidated statement of income, and (iii)any changes in the parent's ownership
interest while the parent retains the controlling financial interest in its
subsidiary be accounted for consistently.
 
 The
Company does not believe SFAS No. 141(R) or 160 will have a significant impact
on the Company’s financial statements.
  ITEM
7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISKS
  We are
exposed to market risks, including changes in interest rates. The interest
payable under our credit facility, under which we had no borrowings during
December 31, 2008, is based on a specified bank’s prime interest rate and,
therefore, is affected by changes in market interest rates. Historically, the
effects of movements in the market interest rates have been immaterial to our
operating results, as we have not borrowed to any significant
degree.
 
 11
  ITEM
8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
  INFORMATION
SYSTEMS ASSOCIATES, INC.
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
 PageReport
      of Independent Registered Public Accounting
      Firm
                
                13Balance
      Sheet
                
                14Statements of
      Operations
                
                15Statements
      of Stockholders’ Equity
                
                16Statements
      of Cash Flows
                
                17Notes
      to  Financial Statements
                
                18-22
  12
  Report of Independent Registered Public
Accounting Firm
  We have
audited the accompanying balance sheet of Hidden Harbor Condominium Association,
Inc. as of December 31, 2008, and the related statements of revenues, expenses
and changes in fund balance, and cash flows for the year then ended. These
financial statements are the responsibility of Hidden Harbor Condominium
Association Inc.'s management. Our responsibility is to express an opinion on
these financial statements based on our audit.
 
 We
conducted our audit in accordance with auditing standards generally accepted in
the United States of America. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Hidden Harbor Condominium
Association, Inc. as of December 31, 2008, 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. As discussed in Note B, the
Association has not estimated the remaining lives and replacement costs of the
common property and, therefore, has not presented information about the
estimates of future costs of major repairs and replacements that will be
required in the future that accounting principles generally accepted in the
United States of America has determined is required to supplement, although not
required to be a part of, the basic financial statements.
 
 Our audit
was conducted for the purpose of forming an opinion on the basic financial
statements taken as a whole. The Schedule of Budget Comparison - Operating Fund
on page 10 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information, except for
that portion marked "unaudited" on which we express no opinion, has been
subjected to the auditing procedures applied in the audit of the basic financial
statements; and in our opinion, the information is fairly stated in all material
respects in relation to the basic financial statements taken as a whole. The
Supplementary Information on Future Major Repairs and Replacements on pages 11
and 12 is not a required part of the basic financial statements, but is
supplementary information required by the American Institute of Certified Public
Accountants. We have applied certain limited procedures, which consist
principally of inquiries of management regarding the methods of measurement and
presentation of the supplementary information. However, we did not audit the
information and express no opinion on it.
 /s/ Lake & Associates CPA’s
LLC
 Lake
& Associates CPA’s LLC
 Certified
Public Accountants
 Boca
Raton, Florida
 March
9,2009
  13
  INFORMATION
      SYSTEMS ASSOCIATES, INC.BALANCE
      SHEETSDECEMBER
      31, 2008 and 2007ASSETS2008
                              
                              
                              2007Current
      AssetsCash
      and cash equivalents
                              
                              $
                              204,768
                              
                              
                              $
                              13,326Accounts
      receivable
                              
                              
                              94,121
                              
                              
                              
                              114,175Prepaid
      consulting
                              
                              
                              518,438
                              
                              
                              
                              1,798Income
      tax claim receivable
                              
                              
                              -
                              
                              
                              
                              637Deferred
      income tax credit
                              
                              
                              -
                              
                              
                              
                              37,154Total
      Current Assets
                              
                              
                              817,327
                              
                              
                              
                              167,090Property
      and Equipment (net)
                              
                              
                              21,168
                              
                              
                              
                              139,360TOTAL
      ASSETS
                              
                              $
                              838,495
                              
                              
                              $
                              306,450LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      LiabilitiesNote payable
      - line of credit
                              
                              $
                              -
                              
                              
                              $
                              9,030Accounts
      payable
                              
                              
                              10,326
                              
                              
                              
                              88,066Accrued
      expenses
                              
                              
                              18,396
                              
                              
                              
                              -Accrued
      payroll taxes
                              
                              
                              3,003
                              
                              
                              
                              2,476Other
      liabilities
                              
                              
                              600
                              
                              
                              
                              1,100Deferred
      revenue
                              
                              
                              1,500
                              
                              
                              
                              -Total
      Current Liabilities
                              
                              
                              33,825
                              
                              
                              
                              100,672Stockholders'
      EquityCommon
      stock-$.001 par value, 50,000,000 sharesauthorized,
      16,309,834 and 11,409,834 issuedand
      outstanding for 2008 and 2007, respectively
                              
                              
                              16,310
                              
                              
                              
                              11,410Additional
      paid in capital
                              
                              
                              1,587,669
                              
                              
                              
                              367,569Retained
      (deficit)
                              
                              
                              (799,309
                              )
                              
                              
                              (173,201
                              )Total
      Stockholders' Equity
                              
                              
                              804,670
                              
                              
                              
                              205,778TOTAL
      LIABILITIES AND STOCKHOLDERS'EQUITY
                              
                              $
                              838,495
                              
                              
                              $
                              306,450SEE
      ACCOMPANYING NOTES TO FINANCIAL
STATEMENTS
  14
  INFORMATION
      SYSTEM ASSOCIATES, INC.STATEMENTS
      OF INCOMEFOR
      THE YEARS ENDED DECEMBER 31, 2008 and 20072008
                                  
                                  
                                  2007Revenue
                                  
                                  $
                                  1,225,461
                                  
                                  
                                  $
                                  459,910Cost
      of Sales
                                  
                                  
                                  44,689
                                  
                                  
                                  
                                  5,586Gross
    Profit
                                  
                                  
                                  1,180,772
                                  
                                  
                                  
                                  454,324Operating
      ExpensesAdministrative
      and general
                                  
                                  
                                  427,164
                                  
                                  
                                  
                                  159,728Payroll
      and payroll taxes
                                  
                                  
                                  161,448
                                  
                                  
                                  
                                  94,374Professional
                                  
                                  
                                  1,180,744
                                  
                                  
                                  
                                  232,731Total
      Operating Expenses
                                  
                                  
                                  1,769,356
                                  
                                  
                                  
                                  486,833(Loss)
      Before Other Incomeand
      (Expense)
                                  
                                  
                                  (588,584
                                  )
                                  
                                  
                                  (32,509
                                  )Other
      Income (Expense)Interest
      Income
                                  
                                  
                                  267
                                  
                                  
                                  
                                  -Consulting
      fees
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (22,210
                                  )Total
      Other Income (Expense)
                                  
                                  
                                  267
                                  
                                  
                                  
                                  (22,210
                                  )(Loss)
      From Continuing OperationsBefore
      Income Taxes
                                  
                                  
                                  (588,317
                                  )
                                  
                                  
                                  (54,719
                                  )Provision
      for Income Taxes
                                  
                                  
                                  37,791
                                  
                                  
                                  
                                  (9,075
                                  )Net
      (Loss) from ContinuingOperations
                                  
                                  
                                  (626,108
                                  )
                                  
                                  
                                  (45,644
                                  )(Loss)
      from discontinued operations
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (9,631
                                  )Provision
      for income taxes
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (1,642
                                  )Net
      (Loss) from DiscontinuedOperations
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (7,989
                                  )Net
      (Loss)
                                  
                                  $
                                  (626,108
                                  )
                                  
                                  $
                                  (53,633
                                  )Basic
      and Fully Diluted (Loss) per Share:Continued
      operations
                                  
                                  $
                                  (0.05
                                  )
                                  
                                  $
                                  (0.00
                                  )Discontinued
      operations
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Total
                                  
                                  $
                                  (0.05
                                  )
                                  
                                  $
                                  (0.00
                                  )Weighted
      average common sharesoutstanding
                                  
                                  
                                  12,818,168
                                  
                                  
                                  
                                  11,409,834SEE
      ACCOMPANYING NOTES TO FINANCIAL
STATEMENTS
  15
  INFORMATION
      SYSTEMS ASSOCIATES, INC.STATEMENTS
      OF STOCKHOLDER'S EQUITYFOR
      THE YEARS ENDED DECEMBER 31, 2008 and 20072007AdditionalCommon Stock
                                  
                                  
                                  Preferred Stock
                                  
                                  
                                  Paid in
                                  
                                  
                                  RetainedShares
                                  
                                  
                                  Amount
                                  
                                  
                                  Shares
                                  
                                  
                                  Amount
                                  
                                  
                                  Capital
                                  
                                  
                                  EarningsBalance,
      January 1,
                                  
                                  
                                  11,403,834
                                  
                                  
                                  $
                                  11,404
                                  
                                  
                                  
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  366,097
                                  
                                  
                                  $
                                  (119,568
                                  )Proceeds
      from issuance of stock
                                  
                                  
                                  6,000
                                  
                                  
                                  
                                  6
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  1,472
                                  
                                  
                                  
                                  -Net
      (loss)
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (53,633
                                  )Balance,
      December 31,
                                  
                                  
                                  11,409,834
                                  
                                  
                                  $
                                  11,410
                                  
                                  
                                  
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  367,569
                                  
                                  
                                  $
                                  (173,201
                                  )2008AdditionalCommon Stock
                                  
                                  
                                  Preferred Stock
                                  
                                  
                                  Paid in
                                  
                                  
                                  RetainedShares
                                  
                                  
                                  Amount
                                  
                                  
                                  Shares
                                  
                                  
                                  Amount
                                  
                                  
                                  Capital
                                  
                                  
                                  EarningsBalance,
      January 1,
                                  
                                  
                                  11,409,834
                                  
                                  
                                  $
                                  11,410
                                  
                                  
                                  
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  367,569
                                  
                                  
                                  $
                                  (173,201
                                  )Issuance
      of stock for services
                                  
                                  
                                  3,900,000
                                  
                                  
                                  
                                  3,900
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  971,100
                                  
                                  
                                  
                                  -Proceeds
      from issuance of stock
                                  
                                  
                                  1,000,000
                                  
                                  
                                  
                                  1,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  249,000
                                  
                                  
                                  
                                  -Net
      (loss)
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (626,108
                                  )Balance,
      December 31,
                                  
                                  
                                  16,309,834
                                  
                                  
                                  $
                                  16,310
                                  
                                  
                                  
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  1,587,669
                                  
                                  
                                  $
                                  (799,309
                                  )SEE
      ACCOMPANYING NOTES TO FINANCIAL
STATEMENTS
  16
  INFORMATION
      SYSTEMS ASSOCIATES, INC.STATEMENTS
      OF CASH FLOWSFOR
      THE YEARS ENDED DECEMBER 31, 2008 and 20072008
                              
                              
                              2007Cash
      Flows from Operating ActivitiesNet
      (Loss)
                              
                              $
                              (626,108
                              )
                              
                              $
                              (53,633
                              )Adjustments
      to reconcile net (loss) to netcash
      provided from operating activities:Depreciation
      and amortization
                              
                              
                              22,208
                              
                              
                              
                              13,513Cumulative
      change in deferred income tax
                              
                              
                              37,154
                              
                              
                              
                              (10,717
                              )Common
      stock for services
                              
                              
                              458,360
                              
                              
                              
                              -Loss
      on abandonment of fixed assets
                              
                              
                              308
                              
                              
                              
                              -(Increase)
      decrease in:Accounts
      receivable
                              
                              
                              20,054
                              
                              
                              
                              (83,976
                              )Prepaid
      consulting
                              
                              
                              -
                              
                              
                              
                              22,210Income
      tax claim receivable
                              
                              
                              637
                              
                              
                              
                              168Increase
      (decrease) in:Accounts
      payable
                              
                              
                              (77,740
                              )
                              
                              
                              41,526Accrued
      expenses
                              
                              
                              18,396
                              
                              
                              
                              -Accrued
      payroll taxes
                              
                              
                              527
                              
                              
                              
                              1,569Accrued
      payroll
                              
                              
                              -
                              
                              
                              
                              (6,042
                              )Deferred
      revenue
                              
                              
                              1,500
                              
                              
                              
                              -Other
      liabilities
                              
                              
                              (500
                              )
                              
                              
                              1,100Net
      Cash (Used in) OperatingActivities
                              
                              
                              (145,204
                              )
                              
                              
                              (74,282
                              )Cash
      Flows from Investing ActivitiesComputer
      software devleopment costs
                              
                              
                              -
                              
                              
                              
                              (92,694
                              )Software
      license agreement - payments received
                              
                              
                              123,215
                              
                              
                              
                              13,542Software
      license agreement - marketing costs
                              
                              
                              (18,041
                              )
                              
                              
                              (14,574
                              )Purchase
      of property and equipment
                              
                              
                              (9,498
                              )
                              
                              
                              (7,949
                              )Net
      Cash Provided by (Used In)Investing
      Activities
                              
                              
                              95,676
                              
                              
                              
                              (101,675
                              )Cash
      Flows from Financing ActivitiesProceeds
      from note payable - line of credit
                              
                              
                              -
                              
                              
                              
                              11,868Payments
      made on note payable - line of credit
                              
                              
                              (9,030
                              )
                              
                              
                              (2,838
                              )Proceeds
      from issuance of stock
                              
                              
                              250,000
                              
                              
                              
                              1,478Net
      Cash Provided byFinancing
      Activities
                              
                              
                              240,970
                              
                              
                              
                              10,508Net
      Change in Cash and CashEquivalents
                              
                              
                              191,442
                              
                              
                              
                              (165,449
                              )Cash
      and Cash Equivalents atBeginning
      of period
                              
                              
                              13,326
                              
                              
                              
                              178,775End
      of Period
                              
                              $
                              204,768
                              
                              
                              $
                              13,326SEE
      ACCOMPANYING NOTES TO FINANCIAL
STATEMENTS
 17
 INFORMATION
SYSTEMS ASSOCIATES, INC.
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
 
 
 NOTE
1 – STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
 
 Business
Activity
 
 Information
      Systems Associates, Inc. (Company) was incorporated under the laws of the
      state of Florida on May 31, 1994.  The Company provides services
      and software system design for the planning and implementation of Computer
      Aided Facilities Management (CAFM) based asset management
      tools.  The Company also provided services through its insurance
      sales business (discontinued as of March 31,
  2007).
 
 Cash
      and Cash Equivalent
 
 For
      the purposes of the Statement of Cash Flows, the Company considers liquid
      investments with an original maturity of three months or less to be a cash
      equivalent.
 
 Concentrations of
      Credit Risk
 
 The Companygrants credit
      to its customers during the normal course of business.  The
      Company performs ongoing credit evaluations of its customers' financial
      condition and generally requires no collateral from its
      customers.
 
 At times
throughout the year the Company may maintain certain bank accounts in excess of
the FDIC insured limits.  At December 31, 2008 and 2007, amounts on
deposit at institutions did not exceed FDIC insured limits.
 
 Revenue
      Recognition
 
 The
Company recognizes revenue in accordance with SEC Staff Accounting Bulletin No.
104, "Revenue Recognition" and Emerging Issues Task Force, or EITF, Issue No.
00-21, "Revenue Arrangements with Multiple Deliverables".
 
 Consulting
services and training revenues are accounted for separately from subscription
and support revenues when these services have value to the customer on a
standalone basis and there is objective and reliable evidence of fair value of
each deliverable. When accounted for separately, revenues are recognized as the
services are rendered for time and material contracts, and when the milestones
are achieved and accepted by the customer for fixed price
contracts.  The majority of the Company’s consulting service contracts
are on a time and material basis.  Training revenues are recognized
after the services are performed.  For revenue arrangements with
multiple deliverables, we allocate the total customer arrangement to the
separate units of accounting based on their relative fair values, as determined
by the price of the undelivered items when sold separately.
  Revenue
Recognition (cont’d)
 
 In
determining whether the consulting services can be accounted for separately from
subscription and support revenues, we consider the following factors for each
consulting agreement: availability of the consulting services from other
vendors, whether objective and reliable evidence for fair value exists for the
undelivered elements, the nature of the consulting services, the timing of when
the consulting contract was signed in comparison to the subscription service
start date, and the contractual dependence of the subscription service on the
customer's satisfaction with the consulting work.  If a consulting
arrangement does not qualify for separate accounting, we recognize the
consulting revenue ratably over the remaining term of the subscription
contract.  Additionally, in these situations we defer the direct costs
of the consulting arrangement and amortize those costs over the same time period
as the consulting revenue is recognized.  We did not have any revenue
arrangements with multiple deliverables for the period ending December 31, 2008
and 2007.
 
 Comprehensive
Income (Loss)
 
 The
Company adopted Financial Accounting Board Statement of Financial Accounting
Standards (SFAS) No. 130, "Reporting Comprehensive Income, which establishes
standards for the reporting and display of comprehensive income and its
components in the financial statements.  There were no items of
comprehensive income (loss) applicable to the Company during periods covered in
the financial statements.
  Income Taxes
 
 Income
taxes are provided in accordance with Statement of Financial Accounting
Standards (SFAS) No. 109, "Accounting for Income Taxes".  A deferred
tax asset or liability is recorded for all temporary differences between
financial and tax and net operating loss carry forwards.  Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or the entire deferred tax asset
will not be realized.  Deferred tax assets and liabilities are
adjusted for the effect of changes in tax laws and rates on the date of
enactment.
 
 Fair Value of Financial
Instruments
 
 The
carrying amounts reported in the balance sheet for cash, accounts receivable and
payables and loans payable approximate fair value based on the short-term
maturity of these instruments.  The carrying value of the Company’s
long-term debt approximated its fair value based on the current market
conditions for similar debt instruments.
 
 Accounts Receivable
 
 Accounts
receivable are stated at estimated net realizable value.  Accounts
receivable are comprised of balances due from customers net of estimated
allowances for uncollectible accounts. In determining the collections on the
account, historical trends are evaluated and specific customer issues are
reviewed to arrive at appropriate allowances.
 Property and
Equipment
 
 Property
and equipment is stated at cost.  Depreciation is provided by the
straight-line method over the estimated economic life of the property and
equipment (three to ten years).  When assets are sold or retired, their
costs and accumulated deprecation are eliminated from the accounts and any gain
or loss resulting from their disposal is included in the statement of
operations.
 
 The
Company recognizes an impairment loss on property and equipment when evidence,
such as the sum of expected future cash flows (undiscounted and without interest
charges), indicates that future operations will not produce sufficient revenue
to cover the related future costs, including depreciation, and when the carrying
amount of the asset cannot be realized through sale.  Measurement of the
impairment loss is based on the fair value of the assets.
 
 Impairment of Long-Lived
Assets
 
 The
Company evaluated the recoverability of its property, equipment, and other
assets in accordance with Statements of Financial Accounting Standards (SFAS)
No. 144, & Accounting for the Impairment or Disposal of Long-Lived
Assets, which requires recognition of impairment of long-lived assets in the
event the net book value of such assets exceed the estimated futureundiscounted
cash flows attributable to such assets or the business to which such intangible
assets relate.
 
 Software
Development Costs
  The
Company accounts for costs incurred to develop computer software for internal
use in accordance with Statement of Position (SOP) 98-1, "Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use".  As
required by SOP 98-1, the Company capitalizes the costs incurred during the
application development stage, which include costs to design the software
configuration and interfaces, coding, installation, and testing.  Costs
incurred during the preliminary project along with post-implementation stages of
internal use computer software are expensed as incurred. Capitalized development
costs are amortized over a period of three years.  Costs incurred to
maintain existing product offerings are expensed as incurred.  The
capitalization and ongoing assessment of recoverability of development costs
requires considerable judgment by management with respect to certain external
factors, including, but not limited to, technological and economic feasibility,
and estimated economic life.
 
 After the
development of the internal-use "On Site Physical Inventory” software (OSPI) was
complete, the Company decided to market the software.  Proceeds from the
licenses of the computer software, net of direct incremental costs of marketing,
such as commissions, software reproduction costs, warranty and service
obligations, and installation costs, are applied against the carrying cost of
that software.  No profit will be recognized until aggregate net proceeds
from licenses and amortization have reduced the carrying amount of the software
to zero.  Subsequent proceeds will be recognized in revenue as
earned.
  18
 
 INFORMATION
SYSTEMS ASSOCIATES, INC.
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
 
 
 NOTE 1 – STATEMENT OF SIGNIFICANT
ACCOUNTING POLICIES(cont’d)
 
 Share-Based
Payments
 
 In
December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No.
123 (R), & Share-Based Payments, which establishes standards for
transactions in which an entity exchanges its equity instruments for goods and
services.  This standard replaces SFAS No. 123 and supersedes
Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock-Based
Compensation.  This standard requires a public entity to measure the
cost of employee services using an option-pricing model, such as the
Black-Scholes Model, received in exchange for an award of equity instruments
based on the grant-date fair value of the award.  This eliminates the
exception to account for such awards using the intrinsic method previously
allowable under APB No. 25.  Shares of common stock issued for
services rendered by a third party are recorded at the fair market value of the
shares issued or services rendered, whichever is more readily
determinable.
 
 Dividends
 
 The
Company has not yet adopted any policy regarding payment of
dividends.  No dividends have been paid or declared since inception.
 
 Advertising
Expenses
 
 Advertising
costs are expensed as incurred.  For the years ended December 31, 2008
and 2007 advertising expenses totaled $557 and $33, respectively.
 
 Earnings
(Loss) Per Share
 
 The
Company reports earnings (loss) per share in accordance with Statement of
Financial Accounting Standard (SFAS) No.128.  This statement requires
dual presentation of basic and diluted earnings (loss) with a reconciliation of
the numerator and denominator of the loss per share
computations.  Basic earnings per share amounts are based on the
weighted average shares of common outstanding.  If applicable, diluted
earnings per share assume the conversion, exercise or issuance of all common
stock instruments such as options, warrants and convertible securities, unless
the effect is to reduce a loss or increase earnings per
share.  Accordingly, this presentation has been adopted for the
periods presented.  There were no adjustments required to net income
for the period presented in the computation of diluted earnings per
share.  There were no common stock equivalents (CSE) necessary for the
computation of diluted loss per share.
 
 Recent Accounting
Pronouncements
 
 In May
2008, the FASB released SFAS no. 163, “Accounting for Financial Guarantee
Insurance Contracts Interpretation of FASB Statement No. 60.”  This
statement requires that an insurance enterprise recognize a claim liability
prior to an event of default (insured event) when there is evidence that credit
deterioration has occurred in an insured financial obligation.  This
statement also clarifies how SFAS Statement No. 60 applies to financial
guarantee insurance contracts, including the recognition and measurement to be
used to account for premium revenue and claim liabilities.
  This
statement is effective for financial statements issued for fiscal years
beginning after December 15, 2008, and all interim periods within those fiscal
years, except for some disclosures about the insurance enterprise’s
risk-management activities.  The Company does not believe SFAS No. 163
will have a significant impact on the Company’s financial
statements.
 
 In May
2008, the FASB released SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.”  SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States of America.  SFAS No. 162 will be effective 60 days
following the SEC’s approval of the PCAOB amendments to AU Section 411, “The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles.”  The Company does not believe SFAS No. 162 will have a
significant impact on the Company’s financial statements.
 
 In
December 2007, the FASB issued two new statements: (a) SFAS No. 141(R) (revised
2007), Business Combinations, and (b) SFAS No. 160, Non-controlling Interests in
Consolidated Financial Statements.  These statements are effective for
fiscal years beginning after December 15, 2008, and the application of these
standards will improve, simplify and converge internationally the accounting for
business combinations and the reporting of non-controlling interests in
consolidated financial statements.  The Company does not anticipate
that the adoption of these standards will have any impact on its financial
statements.
 
 (a)SFAS
No. 141(R) requires an acquiring entity in a business combination to: (i)
recognize all (and only) the assets acquired and the liabilities assumed in the
transaction, (ii) establish an acquisition-date fair value as the measurement
objective for all assets acquired and the liabilities assumed, (iii) disclose to
investors and other users all of the information they will need to evaluate and
understand the nature of, and the financial effect of, the business combination,
and (iv) recognize and measure the goodwill acquired in the business combination
or a gain from a bargain purchase.
 
 (b) SFAS
No. 160 will improve the relevance, comparability and transparency of financial
information provided to investors by requiring all entities to: (i)report
non-controlling (minority) interests in subsidiaries in the same manner as
equity but separate from the parent's equity in consolidated financial
statements, (ii)net income attributable to the parent and to the non-controlling
interest must be clearly identified and presented on the face of the
consolidated statement of income, and (iii)any changes in the parent's ownership
interest while the parent retains the controlling financial interest in its
subsidiary be accounted for consistently.
  In
February 2007, the FASB issued Statement of Financial Accounting Standard No.
159, "The Fair Value Option for Financial Assets and Financial Liabilities"
("SFAS No. 159").  This statement permits entities to choose to
measure many financial instruments and certain other items at fair
value.  Companies should report unrealized gains and losses on items
for which the fair value option has been elected in earnings at each
subsequent reporting date.  This statement is effective as of the
beginning of an entity's first fiscal year that begins after November 15,
2007.  The adoption of FASB No. 159 is not expected to have a material
impact on the Company's results of operations or financial
position.
 
 In June
2006, the Financial Accounting Standards Board (FASB) ratified the provisions of
Emerging Issues Task Force (EITF) Issue No. 06-3, "How Taxes Collected from
Customers and Remitted to Governmental Authorities Should Be Presented in the
Income Statement (That Is, Gross Versus Net Presentation). EITF Issue No. 06-3
requires that the presentation of taxes within revenue-producing transactions
between a seller and a customer, including but not limited to sales, use, value
added, and some excise taxes, should be on either a gross (included in revenue
and cost) or a net (excluded from revenue) basis.  In addition, for
any such taxes that are reported on a gross basis, a company should disclose the
amounts of those taxes in interim and annual financial statements for each
period for which an income statement is presented if those amounts are
significant.  The disclosure of those taxes can be done on an
aggregate basis. EITF Issue No. 06-3 is effective for fiscal years beginning
after December 15, 2006, which will be the Company’s calendar year
2007.  The adoption of EITF Issue No. 06-3 is not expected to have a
material impact on the Company's results of operations or financial
position.
 
 Reclassifications
 
 Certain
reclassifications have been made to the prior period financial statements
presented to conform to 2008. Such reclassifications had no effect on reported
income.
 
 Use of
Estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses during
the reporting period.  Actual results could differ from those
estimates.
 
 19
 
 INFORMATION
SYSTEMS ASSOCIATES, INC.
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
  NOTE
      2 – CASH AND CASH EQUIVALENT
 
 2008
                      
                      
                      2007Wachovia
      Bank (FDIC insured to $250,000.00)
                      
                      $
                      204,768
                      
                      
                      $
                      13,326
 
 NOTE
      3 – PROPERTY AND EQUIPMENT
 
 2008
                      
                      
                      2007Computer
      software (developed for internal use)
                      
                      $
                      32,614
                      
                      
                      $
                      137,789Computer
      software (purchased)
                      
                      
                      590
                      
                      
                      
                      1,307Furniture,
      fixtures, and equipment
                      
                      
                      23,093
                      
                      
                      
                      24,69856,297
                      
                      
                      
                      163,794Less
      accumulated depreciation and amortization
                      
                      
                      35,129
                      
                      
                      
                      24,634Property
      and equipment (net)
                      
                      $
                      21,168
                      
                      
                      $
                      139,160Depreciation
      and amortization expense
                      
                      $
                      22,208
                      
                      
                      $
                      13,513
 
 NOTE
      4 – COMPUTER SOFTWARE DEVELOPED FOR INTERNAL USE
 
 During
the year ended December 31, 2007, the Company completed the development of the
internal use software, “On Site Physical Inventory” (OSPI).  The OSPI
software was developed to be used by the Company for collecting data for
information technology assets installed in data centers.  The Company
began using the OSPI software in October 2007 while providing consultation
services for managing the physical infrastructure of data centers.
 
 After
implementing the use of the OSPI software, the Company decided to market the
software and entered into a software license agreement with Aperture
Technologies, Inc.
 
 The
Company has capitalized the cost of the OSPI software using Statement of
Position (SOP) 98-1, “Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use” as follows:
 
 2008
                      
                      
                      2007Development
      costs
                      
                      $
                      138,400
                      
                      
                      $
                      139,900Software
      license agreement – payments received
                      
                      
                      (
      135,257
                      )
                      
                      
                      (13,542
                      )Software
      license agreement – marketing costs
                      
                      
                      29,471
                      
                      
                      
                      11,43132,614
                      
                      
                      
                      137,789Less:  accumulated
      depreciation and amortization
                      
                      
                      29,471
                      
                      
                      
                      11,397$
                      3,143
                      
                      
                      $
                      126,392
 
 NOTE
5 – NET (LOSS) PER SHARE
 
 Basic
earning per share (EPS) is computed by dividing net (loss) by the weighted
average number of common shares outstanding, and the dilutive EPS adds the
dilutive effect of stock options and other stock equivalents.  During
the year ended December 31, 2008, outstanding options to purchase an aggregate
of 15,000,000 shares of stock were excluded from the computation of dilutive
earnings per share because the inclusion would have been
anti-dilutive.
  NOTE
6 – INCOME TAXES
 
 The
provision for income taxes for the years ended December 31, 2008 and 2007 are
credits of $37,791 and $10,717, respectively as the Company incurred operating
losses.
 
 Deferred
tax assets reflect the net tax effects of net operating losses and tax credit
carryforwards and temporary differences between the carrying amounts used for
income tax purposes.
 
 Significant
components of the Company’s deferred tax assets are as follows:
 
 2008
                      
                      
                      2007Net
      operating losses
                      
                      $
                      88,742
                      
                      
                      $
                      42,535Common
      stock for services
                      
                      
                      65,235
                      
                      
                      
                      13,090Capital
      loss carryover
                      
                      
                      1,181
                      
                      
                      
                      1,181Contributions
                      
                      
                      251
                      
                      
                      
                      239155,409
                      
                      
                      
                      57,045Less:  deferred
      tax liabilities
                      
                      
                      (6,072
                      )
                      
                      
                      (18,710
                      )149,337
                      
                      
                      
                      38,335Valuation
      allowance
                      
                      
                      (149,337
                      )
                      
                      
                      (1,181
                      )Net
      tax asset
                      
                      $
                      -
                      
                      
                      $
                      37,154
 
 Realization
of the deferred tax asset is dependent on future earnings, if any, the timing of
which are uncertain.  Accordingly, the Company’s net deferred tax
asset has been fully offset by a valuation allowance.
 
 2008
                      
                      
                      2007The
      Company has the following net operatingloss
      carryovers for income tax purposes:Expiring
      2025
                      
                      $
                      204
                      
                      
                      $
                      204Expiring
      2026
                      
                      
                      82,899
                      
                      
                      
                      82,899Expiring
      2027
                      
                      
                      131,828
                      
                      
                      
                      131,828Expiring
      2028
                      
                      
                      236,311
                      
                      
                      
                      -$
                      451,242
                      
                      
                      $
                      214,931
 
 For tax
year 2008, the Company has applied for a change in accounting method with the
Internal Revenue Service to report under the accrual method of accounting rather
than report under the cash-basis method.
 
 This
change in accounting method will require the Company to recognize additional
taxable income of $100,456.  The Internal Revenue Services allows for
this income to be recognized pro rata over four years. To that end, the Company
will recognize $25,114 of income in each of the next four years.
  20
 INFORMATION
SYSTEMS ASSOCIATES, INC.
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
 NOTE
7 – SUPPLEMENTAL CASH FLOW INFORMATION
 
 Supplemental
disclosures of cash flow information for the periods ended December 31, 2008 and
2007 is summarized as follows:
 
 2008
                      
                      
                      2007Cash
      paid during the periods for interest andincome
      taxes:Income
      taxes
                      
                      $
                      -
                      
                      
                      $
                      -Interest
                      
                      $
                      -
                      
                      
                      $
                      2,628Non-Cash
      Investing Activities:Acquisition
      of consulting services forcontributed
      capital
                      
                      $
                      975,000
                      
                      
                      $
                      -Consulting
      services prepaid for future months
                      
                      
                      (516,640
                      )
                      
                      
                      -Non-cash
      expense of consulting services forcontributed
      capital
                      
                      $
                      458,360
                      
                      
                      $
                      -
 
 NOTE
8 – EMPLOYEE BENEFITS
 
 The
Company has a SIMPLE Plan (Plan) to provide retirement and incidental benefits
for its employees.  Employees may contribute from 1% to 15% of their annual
compensation to the Plan, limited to a maximum annual amount as set periodically
by the Internal Revenue Service. The Company matches employee contributions
dollar for dollar up to the IRS maximum.  All matching contributions vest
immediately.  Such contributions to the Plan are allocated among eligible
participants in the proportion of their salaries to the total salaries of all
participants. Company matching contributions to the Plan for the periods ended
December 31, 2008 and 2007 totaled $3,600 and $3,550, respectively.
 
 The
Company has a medical reimbursement plan that reimburses officers for all out of
pocket medical expenses not covered by the Company provided insurance plan.
 Company expenses under the medical reimbursement plan for the periods
ended December 31, 2008 and 2007 totaled $17,631 and $29,276,
respectively.
 
 NOTE
9 – OPERATING LEASE
 
 The
Company leases it Palm City, Florida facility.  The lease requires
monthly payments of $1,400.  The lease commenced on June 1, 2007 and
expired on May 31, 2008.  The lease was renewed on June 1, 2008 for
$1,500 per month.  The Company holds an additional option to renew the
lease “at the market price.”
 
 The
following is a schedule of the remaining lease payments by year under the
lease:
 
 2009                                           
$7,500
  NOTE 10
- SB-2 REGISTRATION
 
 On April
27, 2007, the Company filed an SB-2 registration statement with the Securities
and Exchange Commission to become a publicly traded company with the intent of
trading on the Over the Counter Bulletin Board.
 
 NOTE
11 - DISCONTINUED OPERATIONS
 
 On April
1, 2007, the Company decided to cease its insurance business due to decreasing
sales and a change in corporate strategy.  Sales for the insurance
business for the three months ended March 31, 2007 were $10,361.  The
insurance business pretax loss reported in discontinued operations for the three
months ended March 31, 2007 was $7,990.  No assets or liabilities
existed for the business.
 
 NOTE
12 – NOTE PAYABLE
 
 The
Company has a line of credit with Wachovia Bank N.A.  The line of
credit provides for borrowing up to $40,000.  The balances as of
December 31, 2008 and 2007 were $0 and $9,030, respectively.  The
interest rate is the Prime Rate plus 3%.  The President of the Company
is a personal guaranty on the line of credit.
 
 NOTE
13 – MAJOR CUSTOMERS
 
 One major
customer accounted for $963,158 and $278,702 of revenue for the years ended
December 31, 2008 and 2007 respectively.  These amounts represent 79%
and 73% of the Company’s revenue for the years ended December 31, 2008 and 2007
respectively.
 
 As of
December 31, 2008 and 2007, this customer accounted for 73% and 39% of accounts
receivable, respectively.
 
 21
 INFORMATION
SYSTEMS ASSOCIATES, INC.
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
 NOTE
14 – COMMON STOCK
 
 On July
15, 2008, the Company received a subscription in the amount of $100,000 for
400,000 shares of the Company’s common stock from Derek J. Leach (“Leach”)
pursuant to an Offshore Stock Purchase Agreement.
 
 On
December 31, 2008, the Company received a subscription in the amount of $150,000
for 600,000 shares of the Company’s common stock from Leach pursuant to an
Offshore Stock Purchase Agreement.
 
 Under
terms of the agreement, the Company will issue 2,000,000 shares at .25 per share
for total proceeds of $500,000 to be concluded by March 31, 2009.
 
 NOTE
15 – SHARE BASED PAYMENTS FOR SERVICES
 
 On July
31, 2008, the Company formalized an agreement in place since January 1, 2008, to
receive a variety of consultant services for 500,000 shares of the Company’s
common stock.  The stock was valued at a prevailing market rate of
$.25 per share.  The agreement was concluded on September 1, 2008 and
stock was issued.
  NOTE 15 – SHARE BASED PAYMENTS FOR
SERVICES (cont’d)
 
 On
September 12, 2008, the Company entered into agreements with three companies to
receive a variety of consulting services.  Each agreement has a term
of one year starting   August 1, 2008 and remuneration will be
$250,000 per annum.  Each subsequent year, the annual rate will
increase $12,500 while the agreement is in effect.  The Company has
the option of paying the consultants in cash or common stock.  The
Company has decided to issue 1,000,000 shares of stock to the consulting firms
as payment for services.  The value of stock will be at $.25 per
share.  A pro-rata portion of this agreement of $125,000 has been
expensed for the year ended December 31, 2008.
 
 All three
consultants were issued a series of options as follows:
 
 1,000,000 share option to acquire
shares at $1.00 per share
 1,000,000 share option to acquire
shares at $2.00 per share
 1,000,000 share option to acquire
shares at $3.00 per share
 1,000,000 share option to acquire
shares at $4.00 per share
 1,000,000 share option to acquire
shares at $5.00 per share
 
 To
determine the valuation of the options, FASB 123(R) requires a valuation
technique to estimate the fair value of the options issued.  The
Black-Sholes Model incorporates the various characteristics for proper
valuation.  As of September 12, 2008 (date of the agreements), the
valuation of the options was determined to be $0.
 
 On
September 8, 2008, the Company entered into an agreement to receive consulting
services.  The consultants will provide 400 hours of service for
100,000 shares of common stock.  All services will be accounted for at
a rate of $250 an hour.  76.5 hours of cost or $19,063 was recorded as
expense for the year ended December 31, 2008.
  22
  ITEM 9.    CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
 
 None.
 
 ITEM 9A.   CONTROLS
AND PROCEDURES
 
 We
maintain disclosure controls and procedures designed to ensure that information
required to be disclosed in reports filed under the Securities Exchange Act of
1934 (“Exchange Act”) is recorded, processed, summarized and reported within the
specified time periods.  Our Chief Executive Officer and Chief
Financial Officer (collectively, the “Certifying Officers”) are responsible for
maintaining our disclosure controls and procedures.  The controls and
procedures established by us are designed to provide reasonable assurance that
information required to be disclosed by the issuer in the reports that it files
or submits under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the Commission’s rules and
forms.
 As of the
end of the period covered by this report, the Certifying Officers evaluated the
effectiveness of our disclosure controls and procedures.  Based on the
evaluation, the Certifying Officers concluded that our disclosure controls and
procedures were effective to provide reasonable assurance that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the applicable rules and forms, and that it is accumulated
and communicated to management, including the Certifying Officers, as
appropriate, to allow timely decisions regarding required
disclosure.
  The
Certifying Officers have also concluded, based on their evaluation of our
controls and procedures that as of December 31, 2008, our internal controls over
financial reporting are effective and provide a reasonable assurance of
achieving their objective.
  The
Certifying Officers have also concluded that there was no change in our internal
controls over financial reporting identified in connection with the evaluation
that occurred during our fourth fiscal quarter that has materially affected, or
is reasonably likely to materially affect, our internal control over financial
reporting.
  PART
III
  ITEM
10.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS;COMPLIANCE WITH
SECTION 16(A) OF THE EXCHANGE ACT
  DIRECTORS
AND EXECUTIVE OFFICERS
 
 Article
III, of our Bylaws provides that the first Board of Directors and all subsequent
Boards of the Corporation shall consist of (Joseph P Coschera), unless and until
otherwise determined by vote of a majority of the entire Board of
Directors.  Our officers are appointed by the Board of Directors and
serve at the pleasure of the Board.  We have entered into employment
agreements with our executive officers (Joseph P. Coschera and Loire A. Lucas).
The term of each of the agreements is five (5) years renewable at the end of
each period by mutual agreement.
  Name
              Age
              PositionJoseph
      Coschera
              61
              President
      and DirectorLoire
      Lucas
              51
              Vice
      President and Director
 
 Joseph
Coschera
 
 Joseph
Coschera is the founder and President of Information Systems Associates, Inc.
which he opened in the summer of 1992 for business.  Prior to forming
ISA Joe held the position of Vice President with JPMorgan
Chase.  Joe’s career at JPMC spanned 18 years rising from the position
of Systems Engineer to Manager of Facilities and Hardware Planning for the
Retail Banking Division.  Joe’s responsibilities were extremely
diverse and included space planning for the Division’s staff, facilities and
hardware planning for several mega data centers and the network operation
centers.  In addition, he managed the Planning and Implementation
Group whose responsibilities included the planning, acquisition and deployment
of the technology infrastructure throughout the bank’s branch banking
network.  Joe served as both a team member and project manager during
his tenure.  He managed such projects as the deployment of state of
the art banking technology (ATMs and Platform Automation) to more than 200
branches on three different occasions as well as data center mergers and
build-outs.  Joe was recognized for his contributions related to the
relocation and consolidation of several large data processing
centers.  It was that experience that Joe utilized as the foundation
for ISA’s service offerings.
 
 Currently
Joe is leading ISA’s development efforts as well as new business development and
business partner relationships.  Joe is also serving as Chief
Financial Officer and Principal Accounting Officer for ISA.  Joseph
Coschera's financial experience came as a result of
his previously holding a position as Vice President with JPMorgan
Chase, which spanned 18 years rising from the position of Systems Engineer to
Manager of Facilities and Hardware Planning for the Retail Banking
Division.  Joe’s responsibilities were extremely diverse and
included direct interaction with financial departments.  As part of
managing the deployment of state of the art banking technology (ATMs and
Platform Automation) to more than 200 branches, Joe had extensive interaction
with the financial systems departments in order to perform his tasks
better.  He has kept up to date with the Sarbanes-Oxley Act of 2002
via the Internet.  He has also reviewed PCAOB guidance from its web
site and has read the portion of the SEC web site that deals with the Office of
Chief Accountant.  He surrounds himself with CPA's and reads 10-Q's
and 10-K's from other companies.  He also reads PPC checklists which
mandate the exact detail disclosure requirements that will be expected of him
once the company is fully reporting.
 
 Loire
Lucas
 
 Loire
Lucas began her career with the NCR Corporation upon graduation from Florida
Atlantic University in 1982 where she received her Bachelors of Applied
Science.  As a Systems Engineer, she worked on banking clients
projects in Europe and Africa.  Upon her return from Africa, she
continued to work at corporate headquarters in Dayton,
Ohio.  Following her headquarters position, Loire transferred to NCR’s
New York Sales office where she worked with major financial institutions
managing their banking platform migration to state of the art hardware and
software platforms.
 
 Other
than those persons mentioned above, we have one other employee, Shirley Walker
who provides accounting services to ISA.
 
 Family
Relationships
 
 Loire
Lucas is married to Joe Coschera
  ARTICLES
AND BYLAWS
 
 Article
III, of our Bylaws provides that the first Board of Directors and all subsequent
Boards of the Corporation shall consist of (Joseph P Coschera), unless and until
otherwise determined by vote of a majority of the entire Board of
Directors.  The Board of Directors or shareholders all have the power,
in the interim between annual and special meetings of the shareholders, to
increase or decrease the number of Directors of the Corporation. A Director need
not be a shareholder of the Corporation unless the Certificate of Incorporation
of the Corporation or the Bylaws so require.  The first Board of
Directors shall hold office until the first annual meeting of shareholders and
until their successors have been duly elected and qualified or until there is a
decrease in the number of Directors.  Thereinafter, Directors will be
elected at the annual meeting of shareholders and shall hold office until the
annual meeting of the shareholders next succeeding his election, unless their
terms are staggered in the Articles of incorporation of the Corporation (so long
as at least one-fourth in number of the Directors of the Corporation are elected
at each annual shareholders’ meeting) or these Bylaws, or until his prior death,
resignation or removal.  Any Director may resign at any time upon
written notice of such resignation to the Corporation.
 
 LEGAL
PROCEEDINGS
 
 No
officer, director, or persons nominated for such positions and no promoter or
significant employee of our Company has been involved in legal proceedings that
would be material to an evaluation of our management.
  AUDIT
COMMITTEE
 
 We do not
have a separately designated standing audit committee.  Pursuant to
Section 3(a)(58)(B) of the Exchange Act, the entire Board of Directors acts as
an audit committee for the purpose of overseeing the accounting and financial
reporting processes, and audits of our financial statements.  The
Commission recently adopted new regulations relating to audit committee
composition and functions, including disclosure requirements relating to the
presence of an "audit committee financial expert" serving on its audit
committee. In connection with these new requirements, our Board of Directors
examined the Commission's definition of "audit committee financial expert" and
concluded that we do not currently have a person that qualifies as such an
expert.  We have had minimal operations for the past two (2)
years.  Presently, there are only four (4) directors serving on our
Board, and we are not in a position at this time to attract, retain and
compensate additional directors in order to acquire a director who qualifies as
an "audit committee financial expert", but we intend to retain an additional
director who will qualify as such an expert, as soon as reasonably practicable.
While neither of our current directors meets the qualifications of an "audit
committee financial expert", each of our directors, by virtue of his past
employment experience, has considerable knowledge of financial statements,
finance, and accounting, and has significant employment experience involving
financial oversight responsibilities.  Accordingly, we believe that
our current directors capably fulfill the duties and responsibilities of an
audit committee in the absence of such an expert.
 
 CODE OF
ETHICS
 
 We have
adopted a code of ethic (the "Code of Ethics") that applies to our principal
chief executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions.  A
draft of the Code of Ethics is in Exhibit 14.1 hereto.  The Code of
Ethics is being designed with the intent to deter wrongdoing, and to promote the
following:
 
 ·
              Honest
      and ethical conduct, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional
      relationships
 ·
              Full,
      fair, accurate, timely and understandable disclosure in reports and
      documents that a small business issuer files with, or submits to, the
      Commission and in other public communications made by the small business
      issuer
 ·
              Compliance
      with applicable governmental laws, rules and
  regulations
 ·
              The
      prompt internal reporting of violations of the code to an appropriate
      person or persons identified in the
code
 ·
              Accountability
      for adherence to the code
  SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
  Under
Section 16(a) of the Exchange Act, all executive officers, directors, and each
person who is the beneficial owner of more than 10% of the common stock of a
company that files reports pursuant to Section 12 of the Exchange Act, are
required to report the ownership of such common stock, options, and stock
appreciation rights (other than certain cash-only rights) and any changes in
that ownership with the Commission.  Specific due dates for these
reports have been established, and we are required to report, in this Form 10-K,
any failure to comply therewith during the fiscal year ended December
2008.  We believe that all of these filing requirements were satisfied
by our executive officers, directors and by the beneficial owners of more than
10% of our common stock. In making this statement, we have relied solely on
copies of any reporting forms received by it, and upon any written
representations received from reporting persons that no Form 5 (Annual Statement
of Changes in Beneficial Ownership) was required to be filed under applicable
rules of the Commission.
 
 23
  ITEM 11.   EXECUTIVE
COMPENSATION
 
 The
following table sets forth certain information regarding the annual and
long-term compensation for services in all capacities to us for the prior fiscal
years ended December 31, 2008, 2007 and 2006, of those persons who were
either the chief executive officer during the last completed fiscal year or any
other compensated executive officers as of the end of the last completed fiscal
year.
 
 EXECUTIVE
      COMPENSATIONSummary
      Compensation TableName
      and Principal
                  Position
                Year
                Salary
                Bonus
                Stock
      Award
                Option
      Award
                Non-Equity
      Incentive Plan Compensation
                Nonqualified
      Deferred Compensation Earning
                All Other
      Compensation
                TotalJoseph
      Coschera, President
                2008
                120,000
                5,000
                0
                0
                0
                0
                2,254
                127,2542007
                114,834
                7,500
                0
                0
                0
                0
                458
                122,7922006
                110,035
                2,000
                0
                0
                0
                0
                0
                112,035Loire
      Lucas, Vice President
                2008
                8,750
                0
                0
                0
                0
                0
                0
                8,7502007
                19,248
                2,500
                0
                0
                0
                0
                0
                21,7482006
                33,542
                2,500
                0
                0
                0
                0
                0
                36,042
 
 The basis
for the bonuses issued to Joseph Coschera is based upon the
following:
 
 ·
              Additional
      time and travel spent developing new partnerships with companies such as
      Visual Network Design
 ·
              Development
      of new client relationships done through on site product and solution
      presentations and attendance at industry trade
  shows
 ·
              The
      additional time spent involved in the development, design and testing of
      the data collection process known as ON SITE PHYSICAL
      INVENTORYTM
 
 The basis
for the bonuses issued to Loire Lucas is based upon the following:
 
 ·
              Participation
      in and support functions related to the documentation for the data
      collection process known as ON SITE PHYSICAL
      INVENTORYTM
 ·
              Increase
      in revenue contribution to the bottom line as compared to the previous
      fiscal year
 
 The approval for both actions came from
Joseph Coschera.
  We plan
to continue to compensate Mr. Coschera and Ms. Lucas in a similar manner into
the foreseeable future provided we have enough funds to do so.
 
 ITEM 12.   SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
 
 The
following tables set forth the ownership, as of December 31, 2008, of our common
stock (a) by each person known by us to be the beneficial owner of more than 5%
of our outstanding common stock; (b) by each of our directors, and (c) by all
executive officers and our directors as a group.  To the best of our
knowledge, all persons named have sole voting and investment power with respect
to such shares, except as otherwise noted.  The notes accompanying the
information in the table below are necessary for a complete understanding of the
figures provided below.  As of December 31, 2008, there were
16,309,834 shares of common stock outstanding.
 SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS (1) (2)
 
 Title
      of Stock
                Name
      and Address
                #
      of Shares
                Current
      % OwnedCommon
      Stock
                Aquatica
      Investments Ltd
                  Grove
      House, 4th
      floor
                  Nassau
      Bahamas
                3,000,000
                18.39%Common
      Stock
                Bespoke
      Advisory Services LLC
                  3339
      Virginia Street  PH20
                  Coconut
      Grove, FL 33133
                1,000,000
                6.14%Common
      Stock
                Cede
      & Co.
                  PO
      Box 222
                  Bowling
      Green Station
                  New
      York, NY 10274
                916,000
                5.62%Common
      Stock
                Joseph
      Coschera
                  2120
      SW Danforth Circle
                  Palm
      City, FL 34990
                6,200,000
                38.02%Common
      Stock
                Green
      Enterprises SAL
                  Sodeco
      Square, 16th
      FL
                  Achrafieh,
      Beirut, Lebanon
                1,000,000
                6.14%Common
      Stock
                Derek
      J. Leach
                  31
      Palace Gate, Flat 2
                  London,
      UK W85LZ
                1,000,000
                6.14%Common
      Stock
                Old
      Firm Energy Corp.
                  35
      Barrack Rd., 3rd
      FL
                  Belize
      City, Belize
                1,000,000
                6.14%
 
 SECURITY
OWNERSHIP OF OFFICERS AND DIRECTORS (2)
 
 Title
      of Stock
              Name
      and Address
              #
      of Shares
              Current
      % OwnedCommon
      Stock
              Joseph
      Coschera
              6,200,000
              38.02%Common
      Stock
              Loire
      Lucas
              0
              0.00%Common
      Stock
              All
      Officers and Directors as a Group (2)
              6,200,000
              38.02%
 
 (1)
Pursuant to Rule 13-d-3 under the Securities Exchange Act of 1934, as amended,
beneficial ownership of a security consists of sole or shared voting power
(including the power to vote or direct the voting) and/or sole or shared
investment power (including the power to dispose or direct the disposition) with
respect to a security whether through a contract, arrangement, understanding,
relationship or otherwise.  Unless otherwise indicated, each person
indicated above has sole power to vote, or dispose or direct the disposition of
all shares beneficially owned.  We are unaware of any shareholders
whose voting rights would be affected by community property laws.
 
 (2) This
table is based upon information obtained from our stock
records.  Unless otherwise indicated in the footnotes to the above
tables and subject to community property laws where applicable, we believe that
each shareholder named in the above table has sole or shared voting and
investment power with respect to the shares indicated as beneficially
owned.
 
 CHANGES
IN CONTROL
 
 There are
currently no arrangements, which would result in a change in our
control.
  24
  ITEM 13.   CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
 
 On January 12, 2006, the Company’s shareholders approved an
increase in the number of authorized common shares to
50,000,000.  Also it was decided to decrease in the par value of each
common share from $1.00 to $.001 per share.  In addition the
shareholders authorized 20,000,000 of preferred shares at a par value of $.001
per share.
 
 During
the period ended December 31, 2006, 3,803,834 shares of common stock were sold
to various individuals and companies.
 
 During
the period ended December 31, 2006, 1,400,000 shares of stock were issued to
financial consultants as share based payments.  The shares were valued
at market value at the date of agreement.  The shares were valued
using the most recent private sale of stock since the company is not traded on a
public market.
 
 During
the period ended December 31, 2007 6,000 shares of common stock were sold for
cash.
 
 During
the period ended December 31, 2008, 3,900,000 shares of stock were issued to
financial consultants as share based payments.  The shares were valued
at market value at the date of agreement.  The shares were valued
using the most recent sale of stock.
 
 During
the period ended December 31, 2008 1,000,000 shares of common stock were sold
for cash.
 
 ITEM 14.   PRINCIPAL
ACCOUNTANT FEES AND SERVICES
 
 Fees
Billed For Audit and Non-Audit Services
 
 The
following table represents the aggregate fees billed for professional audit
services rendered to the independent auditor, Lake & Associates CPA’s LLC,
("Lake") for our audit of the annual financial statements for the years ended
December 31, 2007 and 2006.  Traci J. Anderson, CPA provided audit
services in 2006. Audit fees and other fees of auditors are listed as
follows:
 
 Year
      Ended December 31,
                  
                  2008
                  
                  
                  2007
                  
                  
                  2006Lake
                  
                  
                  Lake
                  
                  
                  AndersonAudit
      Fees (1)
                  
                  $
                  24,500
                  
                  
                  
                  (3
                  )
                  
                  $
                  15,975
                  
                  
                  
                  (3
                  )
                  
                  $
                  7,000
                  
                  
                  
                  (2
                  )Audit-Related
      Fees (4)
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  -Tax
      Fees (5)
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  -All
      Other Fees (6)
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  -Total
      Accounting fees and Services
                  
                  $
                  24,500
                  
                  
                  
                  
                  
                  
                  $
                  15,975
                  
                  
                  
                  
                  
                  
                  $
                  7,000
 
 (1)
              Audit Fees. These are
      fees for professional services for the audit of our annual financial
      statements, and for the review of the financial statements included in our
      filings on Form 10-Qand Form 10-QSB, and for services that are normally
      provided in connection with statutory and regulatory filings or
      engagements.(2)
              The
      amounts shown for Anderson in 2006 relate to services in connection with
      consents and assistance with and review of documents filed with the
      Securities and Exchange Commission.
 
 (3)
              The
      amounts shown for Lake in 2008 and 2007 relate to (i) the audit of our
      annual financial statements for the fiscal year ended December 31, 2007,
      and (ii) the review of the financial statements included in our filings on
      Form 10-Q and Form 10-QSB for the first, second and third quarters of 2008
      and 2007.(4)
              Audit-Related Fees.
      These are fees for the assurance and related services reasonably related
      to the performance of the audit or the review of our financial
      statements.
 
 (5)
              Tax Fees. These are
      fees for professional services with respect to tax compliance, tax advice,
      and tax planning.(6)
              All Other Fees. These
      are fees for permissible work that does not fall within any of the other
      fee categories, i.e., Audit Fees, Audit-Related Fees, or Tax
      Fees.
  Pre-Approval Policy For
Audit and Non-Audit Services
 
 We do not
have a standing audit committee, and the full Board performs all functions of an
audit committee, including the pre-approval of all audit and non-audit services
before we engage an accountant.  All of the services rendered by Lake
& Associates CPA’s LLC were pre-approved by our Board of
Directors.
 
 We are
presently working with our legal counsel to establish formal pre-approval
policies and procedures for future engagements of our
accountants.  The new policies and procedures will be detailed as to
the particular service, will require that the Board or an audit committee
thereof be informed of each service, and will prohibit the delegation of
pre-approval responsibilities to management.  It is currently
anticipated that our new policy will provide (i) for an annual pre-approval, by
the Board or audit committee, of all audit, audit-related and non-audit services
proposed to be rendered by the independent auditor for the fiscal year, as
specifically described in the auditor's engagement letter, and (ii) that
additional engagements of the auditor, which were not approved in the annual
pre-approval process, and engagements that are anticipated to exceed previously
approved thresholds, will be presented on a case-by-case basis, by the President
or Controller, for pre-approval by the Board or audit committee, before
management engages the auditors for any such purposes.  The new policy
and procedures may authorize the Board or audit committee to delegate, to one or
more of its members, the authority to pre-approve certain permitted services,
provided that the
estimated fee for any such service does not exceed a specified dollar amount (to
be determined).  All pre-approvals shall be contingent on a finding,
by the Board, audit committee, or delegate, as the case may be, that the
provision of the proposed services is compatible with the maintenance of the
auditor's independence in the conduct of its auditing functions.  In
no event shall any non-audit related service be approved that would result in
the independent auditor no longer being considered independent under the
applicable rules and regulations of the Securities and Exchange
Commission.
 
 (a) On
December 31, 2008, our Chief Executive Officer and Chief Financial Officer made
an evaluation of our disclosure controls and procedures.  In our
opinion, the disclosure controls and procedures are adequate because the systems
of controls and procedures are designed to assure, among other items, that 1)
recorded transactions are valid; 2) valid transactions are recorded; and 3)
transactions are recorded in the proper period in a timely manner to produce
financial statements which present fairly the financial condition, results of
operations and cash flows for the respective periods being presented. Moreover,
the evaluation did not reveal any significant deficiencies or material
weaknesses in our disclosure controls and procedures.
 
 (b) There
have been no significant changes in our internal controls or in other factors
that could significantly affect these controls since the last
evaluation.
 
 25
  ITEM
15.   EXHIBITS AND REPORTS ON FORM 8-K
 
 (a)
              Financial
      Statements
 
 1. The
following financial statements of Information Systems Associates, Inc are
included in Part II, Item 7:
 
 Independent
Auditors’ Report............................................................... XX - XX
 Balance
Sheet-December 31, 2008 AND 2007............................................. XX - XX
 Statements
of Operations - for the years ended
 December
31, 2008 and 2007................................................................... XX - XX
 Statements
of Cash Flows - for the years ended
 December
31, 2008 and 2007................................................................... XX - XX
 Statements
of Stockholders’ Equity - for the years ended
 December
31, 2008and 2007.................................................................... XX - XX
 Notes
to Financial Statements................................................................ XX - XX
 
 2.
Exhibits
  14.1.             
Code of Ethics
 31.1.             
Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive
Officer
 31.2.             
Rule 13a-14(a)/15d-14(a) Certifications of Chief Financial  Officer (see
Exhibit 31.1)
 32.1.              Section
1350 Certifications of Chief Executive Officer
 32.2.             
Section 1350 Certifications of Chief Financial Officer (see Exhibit
32.1)
 
 (b)
              Reports
      on Form 8-K
  None.
  26
 
 SIGNATURES
  In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned majority of the Board of Directors, thereunto duly
authorized.
  INFORMATION
      SYSTEMS ASSOCIATES, INC.Date:
      March 11, 2009
                
                /s/ Joseph P. CoscheraJoseph
      P. CoscheraPresident,
      CEO, CFO, Principal Accounting Officer
                  and
      Director