DUOS TECHNOLOGIES GROUP, INC. - Quarter Report: 2008 June (Form 10-Q)
U.S.
Securities and Exchange Commission
Washington,
D.C. 20549
FORM
10-Q
[X]
|
Quarterly
Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934
for the Quarterly Period Ended June 30,
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)
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2120 SW Danforth Circle,
Palm City FL 34990
(Address
of principal executive offices)
(772)
286-3682
(Issuer's
telephone number)
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.Yes [x]No [ ]
Indicate
by check mark whether the registrant is a shell company (as defined in rule
12b-2 of the exchange act). Yes [ ] No [X]
Number of
shares of common stock outstanding as of August 19,
2008: 11,803,834
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
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CAUTIONARY
STATEMENT REGARDING FORWARD LOOKING INFORMATION
The
discussion contained in this 10-Q 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-Q. 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-Q 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. FINANCIAL INFORMATION
|
|
ITEM 1. FINANCIAL
STATEMENTS
|
3
|
ITEM 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
|
8
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ITEM
3. QUANITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
|
15
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ITEM 4. CONTROLS AND
PROCEDURES
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15
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PART
II. OTHER INFORMATION
|
|
ITEM 1. LEGAL
PROCEEDINGS
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15
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ITEM
1A. RISK FACTORS
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15
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ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
|
15
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ITEM 3. DEFAULTS UPON SENIOR
SECURITIES
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15
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ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
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15
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ITEM 5. OTHER
INFORMATION
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15
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ITEM 6. EXHIBITS AND REPORTS ON FORM
8-K
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15
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SIGNATURES
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16
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INDEX TO
EXHIBITS
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17
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ITEM 1. FINANCIAL STATEMENTS
INFORMATION
SYSTEMS ASSOCIATES, INC.
|
|||||||||
TABLE OF CONTENTS | |||||||||
FINANCIAL
STATEMENTS
|
|||||||||
Balance
Sheet.........................................................................................................................................................................................................
|
4
|
||||||||
Statements
of
Operations.........................................................................................................................................................................................
|
5
|
||||||||
Statements
of Cash
Flows.......................................................................................................................................................................................
|
6
|
||||||||
Notes
to the Financial
Statements.............................................................................................................................................................................
|
7
|
INFORMATION
SYSTEMS ASSOCIATES, INC.
BALANCE
SHEETS
|
||||||||
|
||||||||
June
30, 2008 and December 31, 2007
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||||||||
June
30,
2008
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December
31, 2007
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|||||||
Unaudited
|
Audited
|
|||||||
ASSETS
|
||||||||
CURRENT
ASSETS
|
||||||||
Cash
and cash equivalent
|
$ | 108,859 | $ | 13,326 | ||||
Accounts
receivable
|
100,291 | 114,175 | ||||||
Prepaid Consulting
|
- | 1,798 | ||||||
Income
tax claims receivable
|
637 | 637 | ||||||
Deferred
income tax credit
|
32,739 | 37,154 | ||||||
Total
current assets
|
242,526 | 167,090 | ||||||
PROPERTY
AND EQUIPMENT (net)
|
77,558 | 139,360 | ||||||
$ | 320,084 | $ | 306,450 | |||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
CURRENT
LIABILITIES
|
||||||||
Note
payable - line of credit
|
$ | 31,524 | $ | 9,030 | ||||
Accounts
payable
|
56,087 | 88,066 | ||||||
Accrued
payroll taxes
|
6,965 | 2,476 | ||||||
Other
liabilities
|
1,700 | 1,100 | ||||||
Total
current liabilities
|
96,276 | 100,672 | ||||||
STOCKHOLDERS'
EQUITY
|
||||||||
Common
stock - $.001 par value, 50,000,000 shares
|
||||||||
authorized,
11,403,834 shares issued and outstanding
|
11,404 | 11,404 | ||||||
Additional
paid in capital
|
366,097 | 366,097 | ||||||
Retained
earnings (deficit)
|
(153,693 | ) | (171,723 | ) | ||||
Total
stockholders' equity
|
223,808 | 205,778 | ||||||
$ | 320,084 | $ | 306,450 | |||||
INFORMATION
SYSTEMS ASSOCIATES, INC.
|
||||||||||||||||
STATEMENTS
OF OPERATIONS
|
||||||||||||||||
FOR
THE THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007
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||||||||||||||||
Unaudited
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||||||||||||||||
For
the Three Months end June 30,
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For
the Six Months Ended June 30,
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|||||||||||||||
2008
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2007
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2008
|
2007
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|||||||||||||
EARNED
REVENUES
|
$ | 473,023 | $ | 95,732 | $ | 729,288 | $ | 151,950 | ||||||||
COST
OF GOODS SOLD
|
26,524 | 0 | 26,524 | 0 | ||||||||||||
GROSS
PROFIT FROM OPERATIONS
|
446,499 | 95,732 | 702,764 | 151,950 | ||||||||||||
OPERATING
EXPENSES
|
||||||||||||||||
Administrative
and general
|
155,730 | 40,133 | 248,172 | 66,430 | ||||||||||||
Payroll
and payroll tax
|
42,196 | 17,602 | 77,819 | 31,943 | ||||||||||||
Professional
|
228,828 | 55,214 | 350,030 | 90,219 | ||||||||||||
Total
operating expenses
|
426,754 | 112,949 | 676,021 | 188,592 | ||||||||||||
OPERATING
INCOME (LOSS)
|
19,745 | (17,217 | ) | 26,743 | (36,642 | ) | ||||||||||
OTHER
INCOME (EXPENSE)
|
||||||||||||||||
Consulting
- financing
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(2,500 | ) | (5,176 | ) | (4,298 | ) | (15,052 | ) | ||||||||
INCOME
(LOSS) FROM CONTINUING OPERATIONS
|
||||||||||||||||
BEFORE
INCOME TAX (CREDIT)
|
17,245 | (22,393 | ) | 22,445 | (51,694 | ) | ||||||||||
PROVISION
FOR INCOME TAX (CREDIT)
|
3,390 | (4,325 | ) | 4,415 | (9,970 | ) | ||||||||||
NET
INCOME (LOSS) FROM CONTINUING
OPERATIONS
|
13,855 | (18,068 | ) | 18,030 | (41,724 | ) | ||||||||||
DISCONTINUED
OPERATIONS
|
||||||||||||||||
INCOME
(LOSS) FROM OPERATIONS OF DISCONTINUED
|
||||||||||||||||
BUSINESS
BEFORE INCOME TAX (CREDIT)
|
0 | (9,501 | ) | 0 | (9,501 | ) | ||||||||||
PROVISION
FOR INCOME TAX (CREDIT)
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0 | (9,501 | ) | 0 | (1,830 | ) | ||||||||||
NET
INCOME (LOSS) FROM DISCONTINUED OPERATIONS
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0 | 0 | 0 | (7,671 | ) | |||||||||||
NET
INCOME (LOSS)
|
$ | 13,855 | $ | (18,068 | ) | $ | 18,030 | $ | (49,395 | ) | ||||||
BASICALLY
AND FULLY DILUTED INCOME (LOSS) PER SHARE
|
||||||||||||||||
CONTINUING
OPERATIONS
|
$ | 0 | $ | (0 | ) | $ | 0 | $ | (0 | ) | ||||||
DISCONTINUED
OPERATIONS
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$ | 0 | $ | 0 | $ | 0 | $ | (0 | ) | |||||||
TOTAL
OPERATIONS
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$ | 0 | $ | (0 | ) | $ | 0 | $ | (0 | ) | ||||||
WEIGHTED
AVERAGE SHARES OUTSTANDING
|
11,403,834 | 11,403,834 | 11,403,834 | 11,403,834 | ||||||||||||
INFORMATION
SYSTEMS ASSOCIATES, INC.
|
||||||||||||
STATEMENTS
OF CASH FLOWS
|
||||||||||||
FOR
THE SIX MONTHS ENDED JUNE 30, 2008 AND 2007
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||||||||||||
Unaudited
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||||||||||||
2008
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2007
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|||||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
Net
income (loss)
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$18,030
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($49,395)
|
||||||||||
Adjustments
to reconcile net income (loss) to cash
|
||||||||||||
provided
(used) by operating activities
|
||||||||||||
Depreciation
and amortization
|
21,632
|
959
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||||||||||
Cumulative
change in deferred income tax
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4,415
|
(11,800)
|
||||||||||
(Increase)
decrease in accounts receivable
|
13,884
|
(10,698)
|
||||||||||
(Increase)
decrease in prepaid consulting
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1,798
|
15,052
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||||||||||
Increase
(decrease) in accounts payable
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(31,979)
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9,813
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||||||||||
Increase
(decrease) in accrued payroll
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0
|
(6,041)
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||||||||||
Increase
(decrease) in accrued payroll taxes
|
4,489
|
2,038
|
||||||||||
Increase
(decrease) in other liabilities
|
600
|
600
|
||||||||||
Net
cash provided (used) by operating activities
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32,869
|
(49,472)
|
||||||||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||||||
Computer
software development costs
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0
|
(59,211)
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||||||||||
Software
license agreement - payments received
|
67,708
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0
|
||||||||||
Software
license agreement - marketing costs
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(18,041)
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0
|
||||||||||
Purchase
of property and equipment
|
(9,497)
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0
|
||||||||||
Net
cash provided (used) by investing activities
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40,170
|
(59,211)
|
||||||||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
Proceeds
from note payable - line of credit
|
29,494
|
0
|
||||||||||
Payments
made on note payable - line of credit
|
(7,000)
|
0
|
||||||||||
Net
cash provided (used) by financing activities
|
22,494
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0
|
||||||||||
NET
INCREASE (DECREASE) IN CASH
|
95,533
|
(108,683)
|
||||||||||
CASH,
BEGINNING OF PERIOD
|
13,326
|
178,775
|
||||||||||
CASH,
END OF PERIOD
|
$108,859
|
$70,092
|
||||||||||
INFORMATION
SYSTEMS ASSOCIATES, INC.
|
||||||||||
NOTES
TO THE FINANCIAL STATEMENTS
|
||||||||||
JUNE
30, 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).
|
||||||||||
Recent
Accounting Pronouncements
|
||||||||||
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.
|
||||||||||
|
||||||||||
Note
2- Cash and Cash Equivalent
|
||||||||||
2008
|
2007
|
|||||||||
Wachovia
Bank (FDIC insured to $100,000.00)
|
$108,859
|
$70,092
|
||||||||
Note
3 - Property and Equipment
|
||||||||||
2008
|
2007
|
|||||||||
Computer
software (developed for internal use)
|
$88,121
|
$103,274
|
||||||||
Computer
software (purchased)
|
1,307
|
1,307
|
||||||||
Furniture,
fixtures, and equipment
|
34,197
|
16,750
|
||||||||
123,625
|
121,331
|
|||||||||
Less
accumulated depreciation and amortization
|
46,067
|
11,881
|
||||||||
$77,558
|
$109,450
|
|||||||||
Depreciation
and amortization expense
|
$21,632
|
$959
|
||||||||
Note
4 - Computer Software Developed for Internal Use
|
||||||||||
During
the year ended December 31, 2007, the Company completed the development
of
the 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
|
2007
|
|||||||||
Development
costs
|
$139,900
|
$103,274
|
||||||||
Software
license agreement - payments received
|
(81,250)
|
0
|
||||||||
Software
license agreement - marketing costs
|
29,471
|
0
|
||||||||
88,121
|
103,274
|
|||||||||
Less
accumulated depreciation and amortization
|
31,331
|
0
|
||||||||
$56,790
|
$103,274
|
|||||||||
Note
5 - Income Taxes
|
||||||||||
2008
|
2007
|
|||||||||
Provision
for income tax (credit) consists of:
|
||||||||||
Current
accrual
|
$0
|
$0
|
||||||||
Cumulative
change in deferred income tax
|
1,025
|
(11,800)
|
||||||||
$1,025
|
($11,800)
|
|||||||||
Income
tax receivable consists of the following:
|
||||||||||
Federal
claim for refund
|
$637
|
|||||||||
The
Company had the following net operating loss carryovers
|
||||||||||
for
income tax purposes:
|
||||||||||
Expiring
2020
|
$204
|
|||||||||
Expiring
2021
|
82,899
|
|||||||||
Expiring
2022
|
133,233
|
|||||||||
$216,336
|
||||||||||
Note
6 - Supplemental Cash Flow Information
|
||||||||||
Supplemental
disclosures of cash flow information for the periods ended June 30, 2008
and
|
||||||||||
2007
is summarized as follows:
|
||||||||||
2008
|
2007
|
|||||||||
Cash
paid during the periods for interest and income taxes:
|
||||||||||
Income
taxes
|
$0
|
$0
|
||||||||
Interest
|
$493
|
$895
|
||||||||
Note
7 - Operating Lease
|
||||||||||
The
Company leases its Palm City Florida facility. The lease
requires monthly payments
of $1,400. The lease commenced on June 1, 2007 and
expires on May 31, 2008.
The renewed the lease on June 1, 2008 for $1,500 per
month
|
||||||||||
The
following is a schedule of the lease payments by year under the
lease:
|
||||||||||
2008
|
10,500
|
|
||||||||
2009
|
7,500
|
|
||||||||
Note
8 - Note Payable
|
||||||||||
The
Company has a line of credit with Wachovia Bank NA. The line of
credit provides for
borrowing up to $40,000. The balance as of June 30, 2008 is
$31,524. The interest
rate is Prime Rate plus 3%. The President is a personal
guaranty on the line of
credit.
|
||||||||||
Note
9 - Subsequent Event
|
||||||||||
On
July, 15, 2008, Information Systems Associates, Inc. (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 Under terms of the agreement the company will
issue 2,000,000
shares at .25 per share for a total proceeds of $400,000 over a period of
five
months
|
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION
As used
herein the terms "we", "us", "our," the “Registrant,” “ISA” and the "Company"
means, Information Systems Associates, Inc., a Florida corporation.
GENERAL
DESCRIPTION OF
BUSINESS
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 maintain 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.
Initially,
we were 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. We invite you to examine our contract
with Aperture setting forth this subcontracting relationship; it has been
attached as Exhibit 10.8.) At that time, Aperture’s Network Management
tools (“System”), was one of the leading solutions in its 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 ISAs 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, Obtain
24/7, Vision FM, the Facilities Manager, AutoCAD, 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 their (the vendor’s software
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 ISAs
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, National Counsel on Compensation Insurance (NCCI),
Blue Cross Blue Shield of Florida, and Comcast Communications.
Information
Systems Associates, Inc. sells software products and services that allow our
customers to track and manage assets, primarily in asset intensive industries.
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.
We began
using Aperture’s Network Management tools (“System”), in June 1995. For more
than five years, Aperture has provided enterprise asset management solutions to
customers in the United States, Europe and Asia and Pacific Rim. For the past
five years, we have provided enterprise asset management solutions to customers
in North America.
Our
customer list includes a number of leading organizations, such as Northrop
Grumman Electronic Systems, National Counsel on Compensation Insurance, Blue
Cross Blue Shield of Florida, and Comcast Communications.
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).
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 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). This term can also apply to software application products used by
Data Center Management (Information Technology) to track their computer assets
from both 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 at 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 higher 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 facets 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
|
OBTAIN
24/7
The
OBTAIN 24/7 software tool enables all the players in the planning process;
hardware planners, system programmers, facilities specialists, electricians,
vendors and operations to participate in a planning process at their
convenience. Change cycles have shortened. There is less time for planning
meetings. Yet, the change process is becoming more complex. Fabric switches,
trunk cables and patch panels are replacing point-to-point connections. SANS are
replacing dedicated storage. Mainframe and open systems are sharing storage
devices. The term “SAN” refers to the Storage Area Network physical
infrastructure which connects various servers and switches with mass storage
devices containing information shared amongst the enterprise (multiple
applications).
OBTAIN
24/7 provides the capability to plan multiple scenarios for each hardware change
and to keep all planning data in sync with the 'production' data and between
competing plans. Common resources such as patch panel slots or switching
capability can be reserved to prevent conflicting plans.
Best of
all, planners can view the changes and progress in the planning cycle without
wasting the time used by other planning methods to keep everyone informed and
actively engaged in the process.
OBTAIN
24/7 Features
Asset and
Connectivity database able to record data for:
–
|
All
devices, including Mainframe, Open System and Network
devices.
|
–
|
Internal
device features, control units, logical
partitioning.
|
–
|
All
device ports, CHPIDs, interface.
|
–
|
Warranty,
install/de-install dates, contract and leasing
information.
|
–
|
All
fiber cables including ESCON, FICON, Fiber Channel, FDDI,
etc.
|
–
|
All
copper cables including Bus & Tag, SCSI, CAT5, Coax,
etc.
|
–
|
All
physical connectivity between devices and internal connectivity through
switching equipment.
|
–
|
All
power equipment and connectivity.
|
–
|
Device
racks.
|
–
|
Copper
and fiber patch panels and
cabinets.
|
–
|
SAN
Fabric definition including aliases, zone sets and zone
members.
|
–
|
All
asset and connectivity data defined once with multiple physical/logical
displays of the data from different physical/logical
viewpoints.
|
–
|
Able
to link an asset to external documents such as Word documents, CAD
drawings, spreadsheets, etc.
|
VisionFM
VisionFM
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.
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 tracks 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. Work orders reserve and use parts in
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.
|
RACKWISETM
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 & Modeling of Datacenters
|
- Auto-Build
Visual Documentation From Imported Bill of Materials
|
- Advanced
Operations & 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,
& 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 offerings
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
Inventory and the services offered by us in conjunction with On Site Physical
Inventory 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 discussed two data collection opportunities with Forsythe for
which we have submitted budgetary information, but neither has gone forward due
to the lack of client funding. To date we have not realized any revenue from the
relationship with this partner.
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 Inventory and the services offered by us in conjunction with On
Site Physical Inventory are perfectly matched to the needs of Total Site
Solutions’ customer’s. We have entered into an agreement with TSS and have
received a purchase order to provide integration services for their one of TSS
clients. The completion of the deliverables identified in the statement of work
is being delayed by the client due to their manpower resource
issues.
Business
Cycles
Since
many of our customers are large organizations or quasi-governmental entities, we
may experience increasingly longer sales and collection cycles.
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.
For instance, Northrop Grumman is well known within the defense industry as
Comcast Communications is known in the cable industry. 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.
Each
engagement with Northrop Grumman is a separate contract and is initiated through
a series of actions on the part of both Northrop Grumman and ISA. No long term
agreement exists between the two parties. A maintenance contract exists between
the two parties for the period ending December 31, 2007. As funds are exhausted
or additional software or services are required by Northrop Grumman, they
(Northrop Grumman) would issue and RFQ (Request For Quotation) to ISA, and ISA
in turn would submit a Statement of Work in response to the RFQ. If accepted,
Northrop Grumman’s Purchasing Department would then issue a Purchase Order to
ISA for the specific deliverables listed in the Statement of Work. Given the
nature of Northrop Grumman’s business (defense contractor) as well as the terms
and conditions under which they issue purchase orders, it may not be appropriate
to list Northrop Grumman by name in any filing. Such listing would have to be
confirmed with Northrop Grumman.
To date,
the following services have been provided to Northrop Grumman under the
above.
1.
|
Updated
and customized data entry forms included in the standard VisionFM
product
|
2.
|
Added
new forms and workflow processes
|
3.
|
Created
a training video whose target audience is the end user submitting Work
Orders and Move Requests
|
4.
|
Other
minor modifications to the VisionFM
solution.
|
SALES AND
MARKETING
We market
our services primarily through referrals from the following companies with whom
ISA has either a resellers 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 inventory. 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) who 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 Inventory), 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. Productization 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 does
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 vendor’s 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 -Visual Network Design, Inc.,
ShowRack, NLyte, Visio)
|
|
•
|
Facilities
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 Inventory” 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.
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 Inventory is compatible with two vendor’s
solutions; 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 the 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 software
installation, data import (using the data collected previously) and client
training in the use of the Rackwise 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 have had several discussions regarding
the role that ISA will play in supporting Visual Network Design’s deployment of
RACKWISE DCM.
RESULTS OF OPERATIONS FOR
THE THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007
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 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.
CRITICAL
ACCOUNTING POLICIES
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 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 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 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 June 30, 2008.
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
deprecation 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 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, 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 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.
Revenues
Gross
revenues were $473,023 and $729,288 for the three and six months ended June 30,
2008, respectively, compared to gross revenues of $95,732 and 151,950 for the
three and six months ended June 30, 2007. 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
2008 as our moves toward developing our business plan.
Income /
Loss
We had
net income of $13,855 and $18,030 from continuing operations for the three and
six months ended June 30, 2008, respectively, compared to net loss of $18,068
and $41,724 from continuing operations for the three and six months ended June
30, 2007, respectively. The net income during the current periods was due
primarily to the increase in sales, resulting in sufficient gross profit to
cover the operating expenses. The loss in 2007 was due to much lower sales as we
started developing our business plan. We expect to be breakeven at least through
the fiscal year 2008, partly attributable to the increase in projected revenues
offset by the fair value of expected services to be received. In addition, there
can be no assurance that we will achieve or maintain profitability or that our
revenue growth can be sustained in the future.
Expenses
Operating
expenses for the three and six months ended June 30, 2008 were $426,754 and
$676,021, respectively, compared to the operating expenses of $112,949 and
$188,592 for the same periods ended June 30, 2007, respectively. The high
operating expenses during 2008 were due primarily to administrative and general
expenses, which were $155,730 and $248,172 for the three and six months ended
June 30, 2008, respectively, and professional consulting expenses for services
in connection with technology consulting and advisory services, which were
$228,828 and $350,030 for the three and six months ended June 30, 2008,
respectively.
Income
Taxes
We
received income tax benefits of $4,325 and $9,970 for the three and six months
ended June 30, 2007.
Impact of
Inflation
We
believe that inflation has had a negligible effect on operations during the
three and six months ended June 30, 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 provided by operations were $32,869 during the six months ended June 30,
2008, compared to cash flows of $49,472 used in operations during the same
period ended June 30, 2007. Cash flows provided by operations during the six
months ended June 30, 2008 were primarily attributable to a net income of
$18,030, the decrease in accounts receivable by $13,884, partially offset by the
increase in accounts payable by $31,979. Cash flows used in operations in 2007
were primarily attributable to a net loss of $49,395, cumulative change in
deferred income tax by $11,800 and the increase in accounts receivable by
$10,698, partially offset by a decrease in prepayment by $15,052.
Cash
flows provided by investing activities were $40,170 during the six months ended
June 30, 2008, compared to cash flows of $59,211 used in investing activities
for the same period ended June 30, 2007. Cash flows provided by investing
activities in 2008 were attributable to $67,708 in payments received on a
software license agreement, offset by the marketing cost of software licenses
agreement of $18,041, and purchase of property and equipment of $9,497. Cash
flows used in investing activities in 2007 were due solely to the cost of
software development.
Cash
flows provided by financing activities were $22,494 for the six months ended
June 30, 2008, due primarily to proceeds from a line of credit with Wachovia
Bank NA. The line of credit provides for borrowing up to $40,000. We borrowed
$29,494 on the credit line and repaid $7,000 during the six months ended June
30, 2008. We had no cash flows from financing activities during the six months
ended June 30, 2007.
Overall,
we have funded our cash needs from inception through June 30, 2008 with a series
of debt and equity transactions.
We had
cash on hand of $108,859 and a working capital of $146,250 as of June 30, 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 $75,000 to sustain operations through year 2008 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.
Neither
Mr. Coschera, nor any 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. Inasmuch 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.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The
information to be reported under this item is not required of smaller reporting
companies.
ITEM
4T. CONTROLS AND PROCEDURES.
DISCLOSURE CONTROLS AND PROCEDURES | |
Our
management, including our Principal Executive Officer and Principal
Financial Officer, has evaluated the design, operation, and effectiveness
of our disclosure controls and procedures pursuant to Rule 13a-15 under
the Securities Exchange Act of 1934 (the “Exchange Act”). There are
inherent limitations to the effectiveness of any system of disclosure
controls and procedures, including the possibility of human error and the
circumvention or overriding of the controls and procedures. Accordingly,
even effective disclosure controls and procedures can only provide
reasonable assurance of achieving their control objectives. Based upon the
evaluation performed by our management, including its Principal Executive
Officer and Principal Financial Officer, it was determined that, as of the
end of the period covered by this quarterly report, our disclosure
controls and procedures were effective to provide reasonable assurance
that information required to be disclosed in the reports filed or
submitted pursuant to the Exchange Act is recorded, processed, summarized,
and reported within the time periods specified in the rules and forms of
the SEC, and that such information is accumulated and communicated to our
management, including its Principal Executive Officer and Principal
Financial Officer, or persons performing similar functions, as appropriate
to allow timely decisions regarding
disclosures
|
Changes in Internal Control
Over Financial Reporting
Our
Principal Executive Officer and Principal Financial Officer have determined
that, during the period covered by this quarterly report, there were no changes
in our internal control over financial reporting that materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting. They have also concluded that there were no significant changes in
our internal controls after the date of the evaluation.
PART
II. OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
We are
not aware of any pending or threatened legal proceedings, in which we are
involved. In addition, we are not aware of any pending or threatened legal
proceedings in which entities affiliated with our officers, directors or
beneficial owners are involved.
ITEM
1A. RISK FACTORS
Information
regarding risk factors appears in Part I, “Item 2. Management’s Discussion
and Analysis of Financial Condition and Results of Operations” under the
captions “General Description of Business” and “Cautionary Note Regarding
Forward-Looking Statements” contained in this Quarterly Report on Form 10-Q and
in “Item 1A. RISK FACTORS” of our 2007 Annual Report on Form 10-KSB. There
have been no material changes from the risk factors previously disclosed in our
2007 Annual Report on Form 10-KSB.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On July,
15, 2008, we received a subscription in the amount of $100,000 for 400,000
shares of our common stock from Derek J. Leach (“Leach”), pursuant to an
Offshore Stock Purchase Agreement. Under terms of the agreement we will issue
2,000,000 shares at .25 per share for a total proceeds of $400,000 over a period
of five months.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM
5. OTHER INFORMATION
None.
ITEM
6. EXHIBITS AND REPORTS ON FORM 8-K
(1)
|
Exhibits: Exhibits required to be attached
by Item 601 of Regulation S-B are listed in the Index to Exhibits
beginning on page 8 of this Form 10-Q, which is incorporated herein by
reference.
|
Reports on Form 8-K
filed
(1)
|
On
July 21, 2008, we filed a current report on Form 8-K to announce an
Offshore Stock Purchase Agreement with Derek J. Leach.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, there
unto duly authorized.
Information
Systems Associates, Inc.
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||
Date:
August 19, 2008
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By:
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/s/ Joseph
P. Coschera
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Joseph
P. Coschera
President
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16
INDEX
TO EXHIBITS
Exhibit
No.
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Description
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31.1
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32.1
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