Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 15, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | Innerscope Advertising Agency, Inc. | |
Entity Central Index Key | 1,609,139 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 20,302,000 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 26,538 | $ 67,841 |
Inventory | 2,922 | |
Notes and interest receivable, officer | 21,464 | 21,311 |
Due from related party | 163,862 | 99,496 |
Other receivables | 24,758 | |
Total current assets | 239,545 | 188,648 |
Security Deposit | 7,026 | |
Total assets | 239,545 | 195,674 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 102,072 | 28,898 |
Total liabilities | 102,072 | 28,898 |
Stockholders' Equity: | ||
Common stock, $0.0001 par value; 75,000,000 shares authorized; 20,302,000 shares issued and outstanding | 2,030 | 2,030 |
Preferred stock, $0.0001 par value; 25,000,000 shares authorized; no shares issued | ||
Additional paid-in capital | 108,170 | 108,170 |
Retained earnings | 27,273 | 56,576 |
Total stockholders' equity | 137,473 | 166,776 |
Total liabilities and stockholders' equity | $ 239,545 | $ 195,674 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 20,302,000 | 20,302,000 |
Common stock, shares outstanding | 20,302,000 | 20,302,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues: | ||||
Revenues, related party | $ 430,245 | $ 172,800 | $ 622,245 | $ 345,600 |
Revenues, other | 41,200 | 79,471 | ||
Total revenues | 430,245 | 214,000 | 622,245 | 425,071 |
Operating Expenses: | ||||
Compensation and benefits | 143,288 | 118,162 | 292,341 | 233,169 |
Advertising and marketing | 242,754 | 35,773 | 253,902 | 70,807 |
Professional fees | 40,035 | 16,601 | 64,949 | 25,527 |
Rent, related party | 8,526 | 13,500 | 24,078 | 27,000 |
Other general and administrative | 5,990 | 2,082 | 7,911 | 6,685 |
Total operating expenses | 440,593 | 186,118 | 643,181 | 363,187 |
Income (loss) from operations | (10,348) | 27,882 | (20,936) | 61,884 |
Other (expense) income: | ||||
Interest income, officer | 77 | 77 | 154 | 154 |
Interest expense | (8,521) | (8,521) | ||
Total other expense (income) | (8,444) | 77 | (8,367) | 154 |
Income (loss) before income taxes | (18,792) | 27,959 | (29,303) | 62,038 |
Income tax provision | ||||
Net income (loss) | $ (18,792) | $ 27,959 | $ (29,303) | $ 62,038 |
Basic and diluted income (loss) per share | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of common shares outstanding Basic and diluted | 20,302,000 | 20,302,000 | 20,302,000 | 20,302,000 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (29,303) | $ 62,038 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities | ||
Security deposit used for rent payment | 7,026 | |
Changes in operating assets and liabilities: | ||
Increase in Interest receivable, related party | (154) | (154) |
Increase in Accounts receivable | (4,000) | |
Increase in Inventory | (2,922) | |
Increase in Other receivables | (24,758) | |
Increase in Due from related party | (64,366) | (9,351) |
Increase in accounts payable and accrued expenses | 73,175 | 4,695 |
Net cash provided by (used in) operating activities | (41,303) | 53,228 |
Cash and cash equivalents, Beginning of period | 67,841 | 972 |
Cash and cash equivalents, End of period | 26,538 | 54,200 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 8,521 | |
Cash paid for income taxes | $ 24,758 |
ORGANIZATION
ORGANIZATION | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | NOTE 1 ORGANIZATION Business InnerScope Advertising Agency, Inc. (Company, Innerscope or ISAA) is a Nevada Corporation incorporated June 15, 2012, with its principal place of business in Roseville, California. ISAA was formed to provide advertising and marketing services to retail establishments in the hearing device industry. On June 20, 2012, ISAA entered into an Acquisition and Plan of Share Exchange with InnerScope Advertising Agency, LLC (ILLC), a commonly owned entity, whereby ISAA acquired 100% of ILLC. On November 1, 2013, ISAA entered into an Acquisition and Plan of Share Exchange with Intela-Hear, LLC (Intela-Hear), a commonly owned entity, whereby ISAA acquired 100% of the outstanding equity of Intela-Hear in exchange for 9,000,000 shares of the Companys common stock. This resulted in Intela-Hear becoming a wholly-owned subsidiary of the Company. ISAA provides a comprehensive range of services, grouped into four fundamental disciplines: advertising/marketing, customer relationship management, public relations and specialty communications. The Company serves the retail hearing aid dispensing community through generating traffic and consumer interest for hearing aid dispensing practices. During the three and six months ended June 30, 2016, 100% of the Companys revenue was generated from a related party, compared to approximately 81% and 82% for the three and six months ended June 30, 2015, respectively. See note 5. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING PROUNCEMENTS | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING PROUNCEMENTS | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING PRONOUNCEMENTS Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments necessary to present the financial position, results of operations and cash flows for the stated periods have been made. Except as described below, these adjustments consist only of normal and recurring adjustments. Certain information and note disclosures normally included in the Companys annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These condensed consolidated unaudited financial statements should be read in conjunction with a reading of the Companys consolidated financial statements and notes thereto included in Form S-1/A filed with the SEC on July 15, 2016. Interim results of operations for the three and six months ended June 30, 2016 and 2015 are not necessarily indicative of future results for the full year. The condensed consolidated financial statements of the Company include the consolidated accounts of Innerscope and its wholly owned subsidiaries ILLC and Intela-Hear, a California limited liability company. All intercompany accounts and transactions have been eliminated in consolidation. Emerging Growth Companies The Company qualifies as an emerging growth company under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of the benefits of this extended transition period. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. Cash and cash equivalent balances may, at certain times, exceed federally insured limits Revenue Recognition The Company recognizes revenue in accordance with FASB ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria are met (1) persuasive evidence of an arrangement exists, (2) delivery of products and services has occurred, (3) the fee is fixed or determinable and (4) collectability is reasonably assured. The Company recognizes revenue during the period in which the service is performed. Advertising and Marketing Expenses The Company expenses advertising and marketing costs, including costs from direct mailing to customers as incurred. For the three and six months ended June 30, 2016, advertising and marketing expense was $242,754 and $253,902, respectively, compared to $35,773 and $70,807 for the three and six months ended June 30, 2015. Fair Value of Financial Instruments The Company's financial instruments consist primarily of cash, due from related party, notes and interest receivable officer and accounts payable. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities. The estimated fair value is not necessarily indicative of the amounts the Company would realize in a current market exchange or from future earnings or cash flows. Income Taxes The Company accounts for income taxes in accordance with ASC 740-10, Income Taxes. Deferred tax assets and liabilities are recognized to reflect the estimated future tax effects, calculated at the tax rate expected to be in effect at the time of realization. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. ASC 740-10 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. Interest and penalties are classified as a component of interest and other expenses. To date, the Company has not been assessed, nor paid, any interest or penalties. Uncertain tax positions are measured and recorded by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized. Earnings (Loss) Per Share The Company reports earnings (loss) per share in accordance with ASC 260, "Earnings per Share." Basic earnings (loss) per share is computed by dividing net income (loss), after deducting preferred stock dividends accumulated during the period, by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net loss by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. As of June 30, 2016 and 2015, the Company did not have any outstanding common stock equivalents or any other potentially dilutive securities. Recent Accounting Pronouncements Recent accounting pronouncements issued by the FASB and the SEC did not have, or are not believed by management to have, a material impact on the Company's present or future consolidated financial statements. |
SALES CONCENTRATION AND CONCENT
SALES CONCENTRATION AND CONCENTRATION OF CREDIT RISK | 6 Months Ended |
Jun. 30, 2016 | |
Risks and Uncertainties [Abstract] | |
SALES CONCENTRATION AND CONCENTRATION OF CREDIT RISK | NOTE 3 SALES CONCENTRATION AND CONCENTRATION OF CREDIT RISK Cash Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains cash balances at one financial institution, which is insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts. Sales Concentration Following is a summary of customers who accounted for more than ten percent (10%) of the Companys revenues for the three and six months ended June 30, 2016 and 2015: Three months ended June 30, Six months ended June 30, Customer 2016 2015 2016 2015 Moore Family Hearing Company, Inc. (MFHC) - Related Party 100 % 81 % 100 % 82 % Hear for Life Hearing Aid Centers 19 % 18 % Accounts receivable from MFHC as of June 30, 2016 and December 31, 2015 of $163,862 and $99,496, respectively, is shown as due from related party on the balance sheet herein. |
NOTE RECEIVABLE, OFFICER
NOTE RECEIVABLE, OFFICER | 6 Months Ended |
Jun. 30, 2016 | |
Receivables [Abstract] | |
NOTE RECEIVABLE, OFFICER | NOTE 4 NOTE RECEIVABLE, OFFICER On April 1, and June 25, 2013, in exchange for two notes receivables, the Company loaned the President of the Company $10,000 and $10,500, respectively. The terms of the notes include an interest rate of 1.5% per annum and the notes, as amended are due on their fifth year anniversary, with quarterly payment beginning October 1, 2016. Interest income, related party of $77 and $154 was recorded for the three and six months ended June 30, 2016 and 2015, respectively. As of June 30, 2016 and December 31, 2015, notes and interest receivable, related party was $21,464 and $21,311, respectively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 RELATED PARTY TRANSACTIONS The Company loaned the President $20,500 during the year ended December 31, 2013 (see Note 4). The Company recorded interest income of $77 and $154 for the three and six months ended June 30, 2016 and 2015. Pursuant to a Marketing Agreement, the Company provides marketing programs to promote and sell hearing aid instruments and related devices to Moore Family Hearing Company (MFHC). MFHC owns and operates retail hearing aid stores. Based on common control of MFHC and the Company, all transactions with MFHC are classified as related party transactions. Pursuant to the Marketing Agreement, beginning in January 2014, the monthly fee was increased from $2,500 to $3,200 per retail location. For January through June 2015, there were 18 MFHC retail stores resulting in revenues of $172,800 and $345,600 for the three and six months ended June 30, 2015, respectively. For the three and six months ended June 30, 2016 there were 20 stores resulting in revenue of $192,000 and $384,000 for the three and six months ended June 30, 2016. Additionally, for the three and six months ended June 30, 2016, the Company invoiced MFHC $238,245 for the production, printing and mailing of direct mail advertising materials. The Company has offset the accounts receivable owed from MFHC for expenses of the Company that have been paid by MFHC. During the six months ended June 30, 2016, MFHC paid $247,969 expenses on behalf of the Company. As a result of these payments in addition to MFHCs payments to the Company of $325,877 for the six months ended June 30, 2016, the balance due from MFHC as of June 30, 2016 and December 31, 2015 is $163,862 and $99,496, respectively. On April 1, 2013, the Company entered into a five year sublease agreement with MFHC to sublease approximately 729 square feet of office space for $1,500 per month. The monthly rent reduced the amounts owed to the Company from MFHC for the marketing services provided to MFHC. For the three and six months ended June 30, 2016 and 2015, the Company expensed $4,500 and $9,000 each period related to this lease. On February 1, 2016, the Company entered into a one year sublease agreement with MFHC to sublease approximately 2,119 square feet of office space for $4,026 per month. The monthly rent reduced the amounts owed to the Company from MFHC for the marketing services provided to MFHC. Effective April 30, 2016, MFHC released the Company from the sublease. For the three and six months ended June 30, 2016, the Company expensed $4,026 and $12,078, respectively, related to this lease. For the three and six months ending June 30, 2016 and 2015, the Companys President was being compensated from MFHC, as he also held a position with MFHC. The Company has determined that 35% of the Presidents salary should be allocated to the Company. Accordingly, the Company has expensed $13,125 and $23,291 for the President, respectively, for the three and six months ended June 30, 2016, respectively and $12,640 and $23,655 for the three and six months ended June 30, 2015, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and contingencies | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 COMMITMENTS AND CONTINGENCIES Lease Agreements On April 1, 2013, the Company entered into a five year sublease agreement with MFHC to sublease approximately 729 square feet of office space for $1,500 per month. The monthly rent reduced the amounts owed to the Company from MFHC for the marketing services provided to MFHC. On February 1, 2014, the Company entered into a two year sublease agreement for approximately 2,119 square feet of office space in Roseville, Ca, for $3,000 per month. Effective February 1, 2016, the Company entered into a one year sublease for office space from MFHC for a monthly cost of $4,026. The parties terminated the sublease effective April 30, 2016. Consulting Agreements Effective June 20, 2012, the Company entered into an eighteen month Business Consulting Agreement (the BCA). Pursuant to the BCA, the consultant is to assist the Company in becoming a public company and the Company agreed to a monthly compensation of $2,500 and the issuance of the amount of shares equal to 4.9% of the outstanding shares of the Company at all times until the completion of the Transaction. The Company has issued the consultant 980,000 shares of common stock. The Company continues to use the services of the consultant on a month to month basis at the rate of $2,500 per month. For the three and six months ended June 30, 2016 and 2015, respectively, the Company has recorded expenses of $7,500 and $15,000 in professional fees. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 7 STOCKHOLDERS EQUITY COMMON STOCK The Company has 75,000,000 authorized shares of $0.0001 common stock. As of June 30, 2016 and December 31, 2015, there are 20,302,000 shares of common stock outstanding. PREFERRED STOCK The Company has 25,000,000 authorized shares of $0.0001 preferred stock. As of June 30, 2016 and December 31, 2015 there were no shares of preferred stock issued and outstanding. |
GOING CONCERN AND MANAGEMENT'S
GOING CONCERN AND MANAGEMENT'S PLANS | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN AND MANAGEMENT'S PLANS | NOTE 8 GOING CONCERN AND MANAGEMENTS PLANS The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. During the six months ended June 30, 2016 the Company had a net loss of $29,303 and used cash of $41,303 in operations. The Company is dependent on the Marketing Agreement with MFHC (common control). These conditions raise substantial doubt about the Company's ability to continue as a going concern. Managements Plans On April 2, 2013, The Company executed a 10 Year Supply Agreement with GN Hearing Care Corporation, DBA as GN Resound (GN Resound), one of the worlds leading manufacturers of hearing devices. This supply agreement enables the Company to offer hearing aids to independent hearing aid practitioners, The Company plans include setting up an alliance (the Alliance). The Alliance will setup members to sell private label hearing devices that are manufactured and shipped by GN ReSound. The Company hopes to increase profitability pursuant to this agreement. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 SUBSEQUENT EVENTS Management has evaluated subsequent events through August 10, 2016, which is the date the financial statements were available for issuance. On August 5, 2016, the Company along with Mark Moore (Mark, the Companys chairman), Matthew Moore (Matthew, the Companys Chief Executive Officer) and Kim Moore (Kim, the Companys Chief Financial Officer) entered into a Store Expansion Consulting Agreement (the Expansion Agreement) with Helix Hearing Care (California), Inc., a California corporation (Helix). Whereas, Helix acquired substantially all of the assets of MFHC and whereas, MFHC is a related party and affiliate of the Company. Mark, Matthew and Kim are herein referred to collectively as the Moores. Pursuant to the Expansion Agreement, the Company and the Moores will be responsible to Helix for all physical plant and marketing details of the Helix retail locations during the initial term of the six-month Agreement, in the Northern California area. Also on August 5, 2016, the Company and the Moores entered into a Consulting Agreement (the Consulting Agreement) with Helix. Under the Consulting Agreement, including the Non-Compete provision covering a ten mile radius of any Helix retail store, the Company and the Moores will provide unlimited licensing of Intela-Hear brand name to Helix, exclusive access to the Aware aural rehab program within 10 miles of Helix retail stores, exclusive territory of all services within 10 miles of Helix retail stores and 40 hours per month of various consulting services. The Consulting Agreement continues until January 31, 2019, unless terminated for cause, as defined in the Consulting Agreement. On August 5, 2016, MFHC and the Company agreed to amend the Marketing Agreement as a result of the sale by MFHC of substantially all of their assets to Helix. Accordingly, the Company will be receiving approximately $3,200 per month from MFHC, compared to $64,000 per month previously. Additionally, on August 11, MFHC paid $229,622 to the Company (inclusive of the balance owed as of June 30, 2016). |