ISA INTERNATIONALE INC
8-K, 2000-05-30
CATALOG & MAIL-ORDER HOUSES
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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest event reported):           MAY 19, 2000
                                                  ------------------------------

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

          DELAWARE                    0-27373                      41-1925647
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(State of other jurisdiction        (Commission               (I.R.S. Employer
     of incorporation               File Number)             Identification No.)

                         1601 EAST HIGHWAY 13, SUITE 100
                           BURNSVILLE, MINNESOTA 55337
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          (Address of principal executive offices, including Zip Code)

Registrant's telephone number, including area code:         (612) 736-0619
                                                    ----------------------------


                                 NOT APPLICABLE
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         (Former name of former address, if changed since last report.)



           (The remainder of this page was intentionally left blank.)

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ITEM 5.  OTHER EVENTS.

         On May 19, 2000, ISA Internationale Inc. (the "Company") and Ronald G.
Wolfbauer executed and closed an Agreement for the Purchase of Corporate Stock
(the "Purchase Agreement") pursuant to which the Company sold all of the
outstanding common stock of its wholly-owned subsidiary, International Strategic
Assets, Inc. Pursuant to the terms of the Purchase Agreement, the Company
received a cash payment of $175,000 in payment of the full purchase price at the
closing. The purchase price consisted of $75,000 for the purchase of
approximately 43% of the outstanding common stock of International Strategic
Assets, Inc. and $100,000 paid in connection with the subsequent redemption of
the remaining 57% of the outstanding common stock of International Strategic
Assets, Inc. The funds used for the payment of the redemption price were
provided to International Strategic Assets, Inc. by Mr. Ronald Wolfbauer in the
form of a loan which was funded prior to the purchase.

         Prior to the sale of the common stock of International Strategic
Assets, Inc., Mr. Ronald G. Wolfbauer had served as a director of the Company
and International Strategic Assets, Inc. On May 15, 2000, Mr. Wolfbauer resigned
as a director of the Company.

FORWARD LOOKING STATEMENTS

         The Private Securities Litigation Reform Act of 1995 provides a safe
harbor for forward-looking statements. Materials filed or to be filed by ISA
Internationale Inc. with the Securities and Exchange Commission, as well as
other written materials or oral statements that ISA Internationale Inc. may make
or publish from time to time, contain forward-looking statements relating to
business prospects, anticipated financial performance and similar matters. These
statements by their nature involve substantial risks and uncertainties, and
actual results may differ materially from the anticipated results or other
expectations expressed in the forward-looking statements. A description of
certain specific risks is set forth in the Company's Annual Report on Form
10-KSB for the year ended December 31, 1999.

ITEM 7.  FINANCIAL STATEMENTS PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (a)      FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.

                  Not applicable.

         (b)      PRO FORMA FINANCIAL INFORMATION.

                  Not applicable.

         (c)      EXHIBITS.

         10.1     Agreement for the Purchase and Sale of Corporate Stock dated
                  May 19, 2000 by and between ISA Internationale Inc. and Ronald
                  G. Wolfbauer

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         99.1     Press Release dated May 24, 2000.

                                   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 hereunto duly authorized.

                                                 ISA Internationale Inc.

Date:  May 30, 2000.                             By /s/ Gerald J. Durand
                                                    ----------------------------
                                                     Gerald J. Durand
                                                        Chief Executive Officer



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