0001554795-16-000955.txt : 20161121 0001554795-16-000955.hdr.sgml : 20161121 20161121171340 ACCESSION NUMBER: 0001554795-16-000955 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 34 CONFORMED PERIOD OF REPORT: 20160930 FILED AS OF DATE: 20161121 DATE AS OF CHANGE: 20161121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Innerscope Advertising Agency, Inc. CENTRAL INDEX KEY: 0001609139 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 463096516 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-209341 FILM NUMBER: 162011017 BUSINESS ADDRESS: STREET 1: 2281 LAVA COURT STREET 2: STE 130 CITY: ROSEVILLE STATE: CA ZIP: 95661 BUSINESS PHONE: (916) 218-4100 MAIL ADDRESS: STREET 1: 2281 LAVA COURT STREET 2: STE 130 CITY: ROSEVILLE STATE: CA ZIP: 95661 10-Q 1 is1116form10q.htm FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: September 30, 2016

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ________________ to __________________

Commission File Number 333-209341

INNERSCOPE ADVERTISING AGENCY, INC.

(Exact name of registrant as specified in its charter)

Nevada	46-3096516
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

2281 Lava Ridge Court, Suite 130, Roseville, CA 95661

(Address of principal executive offices)

(916) 218-4100

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 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 ☑ No☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No☐

Indicate by check mark whether the registrant is a larger accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☐

(Do not check if a smaller reporting company)

Smaller reporting company ☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☑

The number of shares outstanding of the Registrant's $0.0001 par value Common Stock as of November 18, 2016, was 60,906,000 shares.

INNERSCOPE ADVERTISING AGENCY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

	As of September 30,		As of December 31,
	2016		2015
	(Unaudited)
ASSETS

Current Assets:
Cash and cash equivalents	$	261,486	$	67,841
Accounts receivable, net		68,614		—
Deferred commissions - stockholder		226,334		—
Prepaid assets		45,707		—
Inventory		9,486		—
Notes and interest receivable, officer		21,541		21,311
Accounts receivable from related party		18,696		99,496
Advances to affiliate		441,000		—
Total current assets		1,092,865		188,648

Security Deposit	$	—	$	7,026
Total assets	$	1,092,865	$	195,674


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable and accrued expenses	$	46,635	$	28,898
Commissions payable - stockholder		318,000		—
Officer salaries payable		58,333		—
Income taxes payable		64,455		—
Deferred revenue		377,223		—
Total liabilities		864,646		28,898

Commitments and contingencies

Stockholders' Equity:
Common stock, $0.0001 par value; 225,000,000 shares authorized; 60,906,000 shares issued and outstanding		6,090		6,090
Preferred stock, $0.0001 par value; 25,000,000 shares authorized; no shares issued		—		—
Additional paid-in capital		104,110		104,110
Retained earnings		118,019		56,576

Total stockholders' equity		228,219		166,776

	$	1,092,865	$	195,674


See notes to unaudited condensed consolidated financial statements.

INNERSCOPE ADVERTISING AGENCY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

	For the three months ended September 30,					For the nine months ended September 30,
	2016			2015		2016			2015

Revenues:
Revenues, related party	$	294,775		$	182,400	$	917,020		$	528,000
Revenues, other		395,043			37,197		395,043			116,668
Total revenues		689,818			219,597		1,312,063			644,668

Cost of sales		241,752			34,699		495,654			105,634

Gross profit		448,066			184,898		816,409			539,034

Operating Expenses:
Compensation and benefits		149,056			106,287		441,397			339,456
Professional fees		27,785			17,166		92,734			42,692
Rent, related party		4,500			13,500		28,578			40,500
Commissions, stockholder		91,666			—		91,666			—
Other general and administrative		20,582			5,259		28,490			11,814

Total operating expenses		293,589			142,212		682,865			434,462

Income from operations		154,477			42,686		133,544			104,572

Other (expense) income:
Interest income, officer		77			76		231			230
Interest expense		(2,264	)		—		(10,785	)		—
Total other expense (income), net		(2,187	)		76		(10,554	)		230


Income before income taxes		152,290			42,762		122,990			104,802

Income tax provision		61,547			—		61,547			—

Net income	$	90,743		$	42,762	$	61,443		$	104,802

Basic and diluted income per share	$	0.00		$	0.00	$	0.00		$	0.00

Weighted average number of common shares outstanding Basic and diluted		60,906,000			60,906,000		60,906,000			60,906,000


See notes to unaudited condensed consolidated financial statements.

INNERSCOPE ADVERTISING AGENCY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

	For the nine months ended September 30,
	2016			2015
Cash flows from operating activities:
Net income	$	61,443		$	104,802
Adjustments to reconcile net income to net cash provided by operating activities:
Security deposit used for rent payment		7,026			—
Changes in operating assets and liabilities:
Decrease (increase) in:
Interest receivable, related party		(231	)		(231	)
Accounts receivable		(68,614	)		—
Inventory		(9,486	)		—
Deferred commissions - stockholder		(226,334	)		—
Prepaid assets		(45,707	)		—
Advances to affiliate		(441,000	)		—
Due from related party		80,800			(18,596	)
Increase (decrease) in:
Accounts payable and accrued expenses		82,192			(2,968	)
Commissions payable, stockholder		318,000			—
Officer salaries payable		58,333			—
Deferred revenue		377,223			—
Net cash provided by operating activities		193,645			83,008


Net increase in cash and cash equivalents		193,645			83,008

Cash and cash equivalents, Beginning of period		67,841			972

Cash and cash equivalents, End of period	$	261,486		$	83,980

Supplemental disclosure of cash flow information:
Cash paid for interest	$	10,785		$	—
Cash paid for income taxes	$	24,758		$	—


See notes to unaudited condensed consolidated financial statements.

INNERSCOPE ADVERTISING AGENCY, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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 27,000,000 shares of the Company’s common stock. This resulted in Intela-Hear becoming a wholly-owned subsidiary of the Company.

ISAA provides a comprehensive range of services (including consulting 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 nine months ended September 30, 2016, approximately 43% and 70%, respectively, of the Company’s revenue was generated from a related party, compared to approximately 83% and 82% for the three and nine months ended September 30, 2015, respectively. The Company and the related party agreed to cancel the Marketing Agreement which generated these revenues as a result of the sale by the related party of substantially all of their assets. See note 5.

On October 28, 2016, a majority of the Company’s shareholders, based on the Company’s Board of Directors (the “BOD”) recommendation, approved a forward split of the common stock whereby an additional two shares of common stock will be issued for every share of common stock outstanding (the “Forward Split”). The Company filed Amended and Restated Articles of Incorporation with the State of Nevada on October 31, 2016. All share amounts for all periods presented have been retroactively adjusted to reflect the Forward Split.

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 Company’s 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 Company’s 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 nine months ended September 30, 2016 and 2015 are not necessarily indicative of future results for the full year. Certain amounts from the 2015 period have been reclassified to conform to the presentation used in the current period.

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. Significant estimates relied upon in preparing these financial statements include collectability of accounts receivable, accounts receivable from a related party and notes receivable from an officer, inventory allowances for slow moving or obsolete inventory and the allocation of our President’s compensation to the company. 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. If the amount of a deposit at any time exceeds the federally insured amount at a bank, the uninsured portion of the deposit could be lost, in whole or in part, if the bank were to fail. As of September 30, 2016, we had approximately $49,402 in excess of the federally insured limit.

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 services are performed. For the three and nine months ended September 30, 2016, the Company recognized $246,325 into revenue related to the Marketing and Consulting Agreements. During the same periods the Company recognized zero revenue related to the Store Expansion agreement.

Deferred Revenue

The Company records deferred revenues from the Store Expansion and Consulting Agreements when cash has been received, but the related services have not been provided. Deferred revenue will be recognized when the services are provided and the terms of the agreements have been fulfilled. As of September 30, 2016, the Company has deferred revenue of $377,223 related to the Consulting and Expansion agreements.

Advertising and Marketing Expenses

The Company expenses advertising and marketing costs as incurred. For the three and nine months ended September 30, 2016 and 2015, the Company did not incur any advertising and marketing expenses.

Fair Value of Financial Instruments

The Company's financial instruments consist primarily of cash, amount due from related party (MFHC), 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 September 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.

NOTE 3 – GOING CONCERN AND MANAGEMENT’S PLANS

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. During the nine months ended September 30, 2016 the Company had net income of $61,443 and generated cash of $193,645 in operations. Through August 5, 2016, the Company was dependent on the Marketing Agreement with MFHC, (the Company and MFHC agreed to cancel the Marketing Agreement which generated these revenues as a result of the sale by MFHC of substantially all of their assets) and is now dependent on the Consulting, Store Expansion and Marketing Agreements. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Management’s Plans

The Company’s plans include the realization of the Expansion Agreement, Consulting Agreement and Marketing Agreement to provide the Company with working capital. The Company plans also include setting up an alliance (the “Alliance”). 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 world’s leading manufacturers of hearing devices. This supply agreement enables the Company to offer hearing aids to independent hearing aid practitioners. The Alliance will setup members to sell private label hearing devices that are manufactured and shipped by GN ReSound.

NOTE 4 – NOTE RECEIVABLE, OFFICER

On April 1, and June 25, 2013, in exchange for two notes receivable, 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 $231 was recorded for the three and nine months ended September 30, 2016 and 2015, respectively. As of September 30, 2016 and December 31, 2015, notes and interest receivable, related party was $21,541 and $21,311, respectively.

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 $231 for the three and nine months ended September 30, 2016 and 2015.

Pursuant to a Marketing Agreement (cancelled August 5, 2016), the Company provided marketing programs to promote and sell hearing aid instruments and related devices to Moore Family Hearing Company (“MFHC”). MFHC owned and operated retail hearing aid stores. Based on common control of MFHC and the Company, all transactions with MFHC are classified as related party transactions. On August 8, 2016, in consideration of $128,000 (the “Cancellation Fee”), MFHC and the Company agreed to cancel the Marketing Agreement as a result of the sale by MFHC of substantially all of their assets. On August 11, MFHC paid $229,622 to the Company (inclusive of the balance owed as of June 30, 2016, the Cancellation Fee and other related party activity).

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 and one store was added July 1, 2015, resulting in revenues of $182,400 and $528,000 for the three and nine months ended September 30, 2015, respectively. From January 1, 2016 thru August 5, 2016, there were 20 stores resulting in revenue of $74,667 and $458,667 for the three and nine months ended September 30, 2016. Also, during the three and nine months ended September 30, 2016, the Company invoiced MFHC $92,108 and $330,353, respectively, for the production, printing and mailing of direct mail advertising materials. Lastly, the Company recognized $128,000 from the Cancellation Fee of the Marketing Agreement as related party income for the three and nine months ended September 30, 2016. The Company has offset the accounts receivable owed from MFHC for expenses of the Company that have been paid by MFHC. As a result of these payments in addition to MFHC’s payments to the Company during the nine months ended September 30, 2016, the balance due from MFHC as of September 30, 2016 and December 31, 2015 is $18,696 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 nine months ended September 30, 2016 and 2015, the Company expensed $4,500 and $13,500 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 nine months ended September 30, 2016, the Company expensed $15,078, respectively, related to this lease.

Effective August 1, 2016 the Company began compensating the CEO and CFO $225,000 and $125,000, respectively. The Company is currently negotiating the terms and condition of an employment contracts for the CEO and CFO including the annual salary as stated.

For the three and nine months ending September 30, 2016 and 2015, the Company’s President was being compensated from MFHC, as he also held a position with MFHC. Prior to August 1, 2016, the Company estimated the portion of the President’s salary that should be allocated to the Company, and subsequent to August 1, 2016, the Company agreed to compensation of $225,000 per year. Accordingly, the Company has expensed $37,500 and $60,791 for the President, for the three and nine months ended September 30, 2016, respectively and $13,125 and $36,790 for the three and nine months ended September 30, 2015, respectively. Effective August 1, 2016, the Company agreed to compensate our Chief Financial Officer $125,000 per annum. For the three and nine months ended September 30, 2016, the Company recognized $20,833 of expense.

In September 2016, certain of the Company’s stockholders organized a new limited liability company in the state of California. As of September 30, 2016, the Company advanced the related party $441,000 based on proposed consulting services. In October 2016, the Company advanced an additional $229,500 to the related party based on proposed consulting services. In November 2016, the related party returned $610,500 as the Company and the related party decided not to follow through with the consulting agreements. The difference of the amount advanced of $670,500 and the amount returned to the Company of $610,500, will be deducted from payments due the same stockholder(s).

In November 2016, our Chairman formed a California limited liability Company (“LLC”), for the purpose of providing consulting services to the Company. The Company intends to enter into an agreement with the LLC and to pay the LLC $375,000 prior to November 30, 2016 and $519,000 on or before February 1, 2017 for consulting services provided and to be provided. For the three and nine months ended September 30, 2016, the Company accrued commissions payable of $318,000. Of the $318,000 amount accrued, $91,666 was recognized as commissions expense- related party for the three and nine months ended September 30, 2016, and the remaining $226,334 was recorded as deferred commissions as of September 30, 2016, as amounts owed but not yet earned.

NOTE 6– COMMITMENTS AND CONTINGENCIES

Lease Agreements

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 2,940,000 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 nine months ended September 30, 2016 and 2015, respectively, the Company has recorded expenses of $7,500 and $22,500 in professional fees.

On August 5, 2016, the Company along with Mark Moore (“Mark”, the Company’s chairman), Matthew Moore (“Matthew”, the Company’s Chief Executive Officer) and Kim Moore (“Kim”, the Company’s Chief Financial Officer) entered into a Store Expansion Consulting Agreement (the “Expansion Agreement”). 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 for all physical plant and marketing details for new store openings during the initial term of six-months. The Company will recognize revenue as each new store opens under this portion of the agreement. For the three and nine months ended September 30, 2016, no new stores were opened and accordingly, no revenue was recognized.

In addition to the consulting fees under the Store Expansion Consulting Agreement, the Company is also eligible for an earn out fee for each new location that opens during the consulting period, and becomes profitable within six months of its opening date. No revenue was recognized under this portion of the agreement during the three and nine months ended September 30, 2016.

Also on August 5, 2016, the Company and the Moores entered into a Consulting Agreement (the “Consulting Agreement”) with the same party as the Store Expansion Agreement. Under the Consulting Agreement, including the Non-Compete provision covering a ten mile radius of any retail store, the Company and the Moores will provide unlimited licensing of the Intela-Hear brand name, exclusive access to the Aware aural rehab program within 10 miles of retail stores, exclusive territory of all services within 10 miles of 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. The Company recognized $152,777 of revenue from the Consulting Agreement for the three and nine months ended September 30, 2016.

Effective August 5, 2016, the Company entered into a Marketing Agreement (the “Marketing Agreement”). Pursuant to the Marketing Agreement, the Company will provide marketing concepts and designs to promote its’ products and use the Company’s advertising services for an initial six month period. Pursuant to the Marketing Agreement and the current structure, the Company will receive $50,000 per month. The Marketing Agreement may be renewed for additional six month periods, and either party may terminate the Marketing Agreement by providing sixty days notice to the other party, or for non-performance upon written notice, granting a 5 day period to cure the non-performance. For the three and nine months ended September 30, 2016, the Company recognized $93,548 of revenue from the Marketing Agreement.

NOTE 7 – STOCKHOLDERS’ EQUITY

COMMON STOCK

The Company has 225,000,000 authorized shares of $0.0001 common stock. As of September 30, 2016 and December 31, 2015, there are 60,906,000 shares of common stock outstanding. On October 28, 2016, a majority of the Company’s shareholders, based on the Company’s Board of Directors (the “BOD”) recommendation approved a forward split of the common stock whereby an additional two shares of common stock will be issued for every share of common stock outstanding (the “Forward Split”). The Company filed Amended and Restated Articles of Incorporation with the State of Nevada on October 31, 2016. All share amounts for all periods presented have been retroactively adjusted to reflect the Forward Split.

PREFERRED STOCK

The Company has 25,000,000 authorized shares of $0.0001 preferred stock. As of September 30, 2016 and December 31, 2015 there were no shares of preferred stock issued and outstanding.

NOTE 8 – 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. As of September 30, 2016, the Company has approximately $49,400 in excess of the insurance limit at one financial institution. 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 Company’s revenues for the three and nine months ended September 30, 2016 and 2015:

	Three months ended September 30,						Nine months ended September 30,
Customer	2016			2015			2016			2015

Customer A		57.3	%		—			30.1	%		—
Customer B		—			16.9	%		—			18.1	%
Customer C, related party		42.7	%		83.1	%		69.9	%		81.9	%
Total		100	%		100	%		100	%		100	%

Accounts receivable of $18,696 and $99,496 as of September 30, 2016 and December 31, 2015 respectively, is due from a related party.

NOTE 9 – SUBSEQUENT EVENTS

On October 28, 2016, a majority of the Company’s shareholders, based on the Company’s Board of Directors (the “BOD”) recommendation approved a forward split of the common stock whereby an additional two shares of common stock will be issued for every share of common stock outstanding (the “Forward Split”). On October 31, 2016, the Company filed Amended and Restated Articles of Incorporation with the Secretary of State of Nevada. The forward split shares were issued November 3, 2016.

In November 2016, our Chairman formed a California limited liability Company, for the purpose of providing consulting services to the Company (See Note 5).

On November 15, 2016, the Company entered into an employment agreement with our CEO and CFO which includes an annual base salary of $225,000 and $125,000, respectively.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is management’s discussion and analysis of certain significant factors that have affected our financial position and operating results during the periods included in the accompanying consolidated financial statements, as well as information relating to the plans of our current management. This report includes forward-looking statements. Generally, the words “believes,” “anticipates,” “may,” “will,” “should,” “expect,” “intend,” “estimate,” “continue,” and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents we file with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and notes thereto for the years ended December 31, 2015 and 2014, filed with the Company’s Registration Statement on Form S-1/A with the Securities and Exchange Commission on July 15, 2016.

This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future.

While our financial statements are presented on the basis that we are a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time, our independent auditor’s report on our financial statements for the years ended December 31, 2015 and 2014 includes a “going concern” explanatory paragraph that describes substantial doubt about our ability to continue as a going concern. Management’s plans in regard to the factors prompting the explanatory paragraph are discussed below and also in Note 8 to the unaudited condensed consolidated financial statements.

Corporate History and Current Business

InnerScope Advertising Agency, Inc. (IAA) is a Nevada Corporation incorporated June 15, 2012, with its principal place of business in Roseville, California. On June 20, 2012, IAA acquired InnerScope Advertising Agency, LLC, to provide advertising/marketing services to the hearing device industry. Through this Acquisition and Plan of Share Exchange with InnerScope Advertising Agency, LLC (“ILLC”), a commonly owned entity, IAA acquired 100% of all membership interests in ILLC. On November 1, 2013, IAA entered into an Acquisition and Plan of Share Exchange with Intela-Hear, LLC (“Intela-Hear”), a commonly owned entity, whereby IAA acquired 100% of the outstanding membership interests of Intela- Hear.

Pursuant to a Marketing Agreement (cancelled August 5, 2016), the Company provided developed and implemented marketing programs to promote and sell hearing aid instruments and related devices to MFHC on a per store basis. MFHC owned and operated retail hearing aid stores. Based on common control of MFHC and the Company, all transactions with MFHC are classified as related party transactions.

On August 5, 2016, the Company along with Mark Moore (“Mark”, the Company’s chairman), Matthew Moore (“Matthew”, the Company’s Chief Executive Officer) and Kim Moore (“Kim”, the Company’s Chief Financial Officer) entered into a Store Expansion Consulting Agreement (the “Expansion Agreement”). 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 for all physical plant and marketing details of the contracted party’s 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 the same company. Under the Consulting Agreement, including the Non-Compete provision covering a ten mile radius of any of the party’s retail stores, the Company and the Moores will provide unlimited licensing of Intela-Hear brand name, exclusive access to the Aware aural rehab program within 10 miles of retail stores, exclusive territory of all services within 10 miles of the 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.

Effective August 5, 2016, the Company entered into a Marketing Agreement (the “Marketing Agreement”). Pursuant to the Marketing Agreement, the Company will provide marketing concepts and designs to promote the contracting party’s products and use the Company’s advertising services for an initial six month period. Pursuant to the Marketing Agreement and the current structure, the Company will receive approximately $50,000 per month. The Marketing Agreement may be renewed for additional six month periods, and either party may terminate the Marketing Agreement by providing sixty day notice to the other party, or for non-performance upon written notice, granting a 5 day period to cure the non-performance.

Results of Operations

For the three and nine months ended September 30, 2016 compared to the three and nine months ended September 30, 2015

Revenues

Revenues for the three and nine months ended September 30, 2016 were $689,818 and $1,312,063, respectively, compared to $219,597 and $644,668 for the three and nine months ended September 30, 2015.

The revenue increase was primarily the result of the Marketing and Consulting agreements as well as the direct print and mail advertising services. A breakdown of the net increase in sales is as follows:

	Three months ended September 30,				Nine months ended September 30,
	2016		2015		2016		2015
Related party-Marketing and consulting fee	$	202,667	$	182,400	$	586,667	$	528,000
Related party-Direct print and mail services		92,108		—		330,353		—
Total related party		294,775		182,400		917,020		528,000
Consulting fees		246,325		8,000		246,325		32,000
Direct print, mail services and misc.		148,718		29,197		148,718		84,668
Sub total		395,043		37,197		395,043		116,668
Total revenues	$	689,818	$	219,597	$	1,312,063	$	644,668

Related Party

On August 5, 2016, in consideration of $128,000 (the “Cancellation Fee”), MFHC and the Company agreed to cancel the Marketing Agreement as a result of the sale by MFHC of substantially all of their assets. Prior to the sale, MFHC stores increased from 18 as of January 1, 2015 to 20 as August 5, 2016. The Company charged MHFC $3,200 per store per month effective January 1, 2014. Beginning April 1, 2016, through August 5, 2016, the Company also provided direct print and mail advertising services to MFHC.

Other

Consulting

For the three and nine months ended September 30, 2016, pursuant to the Consulting Agreement the Company recorded consulting income of $152,777. During the three and nine months ended September 30, 2016, the Company recorded design and marketing consulting income of $93,548 related to the Marketing Agreement.

Direct print, mail service and miscellaneous

During the three and nine months ended September 30, 2016, the Company developed marketing materials including printing and mailing services for direct marketing campaigns and the sale of accessory products and recorded revenues of $148,718.

Cost of sales

The Company records the costs of designing, producing, printing and mailing advertisements for our client’s direct mail marketing campaigns in cost of sales as well as the licensing of telemarketing software. Cost of sales for the three and nine months ended September 30, 2016 and 2016 follows:

	Three months ended September 30,				Nine months ended September 30,
	2016		2015		2016		2015
Related party	$	86,578	$	—	$	318,182	$	—
Oher		155,174		34,699		177,472		105,634
Total cost of sales	$	241,752	$	34,699	$	495,654	$	105,634

The increase in related party cost of sales was as a result of beginning April 1, 2016, through August 5, 2016, the Company incurred the costs pursuant to the direct print and mail advertising services provided to MFHC. Other costs increased for the costs incurred pursuant to the direct print and mail advertising services provided to other customers.

Operating Expenses

Operating expenses increased to $293,589 and $682,865 for the three and nine months ended September 30, 2016 from $142,212 and $434,462 for the three and nine months ended September 30, 2015. The increase in expenses in the current periods was as follows:

	Three months ended September 30,				Nine months ended September 30,
Description	2016		2015		2016		2015
Compensation and benefits	$	149,056	$	106,287	$	441,397	$	339,456
Professional fees		27,785		17,166		92,734		42,692
Commissions, stockholder		91,666		—		91,666		—
Rent, related party		4,500		13,500		28,578		40,500
General and other administrative		20,582		5,259		28,490		11,814
Total	$	293,589	$	142,212	$	682,865	$	434,462

Compensation and benefits increased in the current three and nine month periods as a result of the Company effective August 1, 2016, compensating the CEO and CFO at an annual rate of $225,000 and $125,000, respectively as well as increased personnel costs related to telemarketing services on behalf of our customers.

Professional fees for the three and nine months ended September 30, 2016, were $27,785 and $92,734, respectively, compared to $17,166 and $42,692 for the three and nine months ended September 30, 2015, respectively. Professional consisted of:

	Three months ended September 30,				Nine months ended September 30,
	2016		2015		2016		2015
Legal fees	$	2,345	$	—	$	7,245	$	2,500
Business consulting		8,195		7,500		34,445		22,500
Accounting and auditing fees		17,245		8,043		59,702		13,450
Information technology		—		1,623		2,342		4,242
Total	$	27,785	$	17,166	$	92,734	$	42,692

Commissions, stockholder, are the result of the Company recording commission due on all amounts recognized as revenue in the period related to the Consulting Agreement and Store Expansion Agreement.

Rent, related party, decreased for the three and nine months ended September 30, 2016 compared to the three and nine months ended September 30, 2015 as a result of the sublease agreement with MFHC entered into on February 1, 2016 being terminated on April 30, 2016, which effectively decreased the monthly rent cost by $4,026. The Company expects monthly rent to be $1,500 per month for the remainder of 2016.

General and administrative costs increased to $20,582 and $28,490 for the three and nine months ended September 30, 2016, respectively, compared to $5,259 and $11,814 for the three and nine months ended September 30, 2015, respectively, and is comprised of the following:

	Three months ended September 30,				Nine months ended September 30,
Description	2016		2015		2016		2015
Moving costs	$	713	$	—	$	4,596	$	—
Transfer agent and filing fees		14,311		297		14,997		891
Insurance		753		753		2,258		2,258
Other general and other administrative		4,825		4,209		6,639		8,665
Total	$	20,582	$	5,259	$	28,490	$	11,814

Transfer agent and filing fees increased for the three and nine months ended September 30, 2016, for expenses related to Company’s common stock to begin trading as a DTC eligible entity.

Net Income

Net income for the three and nine months ended September 30, 2016, was $90,743 and $61,443, respectively, compared to net income of $42,762 and $104,802 for the three and nine months ended September 30, 2015, as a result of the increases in revenues being greater than the increases in costs as described above.

Capital Resources and Liquidity

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs to pay ongoing obligations. As of September 30, 2016, we had cash and cash equivalents of $261,486, an increase of $193,645, from $67,841 as of December 31, 2015. At September 30, 2016, we had current liabilities of $864,646 (including deferred revenues of $377,223) compared to current assets of $1,092,865 which resulted in working capital of $228,219. The current liabilities are comprised of accounts payable, accrued expenses and deferred revenue.

For the next twelve months, we expect to be able to meet our cash needed for our current operations from the revenues we receive from providing advertising and marketing services to our clients and the cash pursuant to the Expansion Agreement and Consulting Agreement. In the first or second calendar quarter of 2017 we are planning to launch the Alliance program. Management estimates it will need approximately $100,000 to launch the Alliance program. Our ability to operate beyond December, 2016, is contingent upon continuing to realize sales revenue sufficient to fund our ongoing expenses as well as the cash from the Consulting Agreement. If we are unable to sustain our ongoing operations through sales revenue, we intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

Operating Activities

Cash provided in operating activities was $193,645 for the nine months ended September 30, 2016 compared to cash provided from operations of $83,008 for the nine months ended September 30, 2015. For the nine months ended September 30, 2016, the cash provided from operations was a result of the net income of $61,443, a decrease of $80,800 in the amounts due from MFHC (related party), an increase in accounts payable and accrued expenses of $34,192, an increase in deferred revenue of $377,223, an increase in accrued officer salaries of $58,333 and an increase in commissions payable stockholder of $318,000; partially offset by increases of; $441,000 for advances to related parties, $45,707 in prepaid assets, $226,334 in deferred commissions stockholder, increase in accounts receivable of $68,614 and an increase in inventory of $9,486.

OFF BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.

Going concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. During the nine months ended September 30, 2016, the Company had net income of $61,443 and generated cash of $193,645 from operations, primarily as a result of activities with MFHC (related party) and the Consulting, Marketing and Store Expansion Agreements. The contract with MFHC was cancelled on August 5, 2016, and the Company is now dependent on the aforementioned agreements. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Critical Accounting Policies

Basis of presentation

The accompanying consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America ("US GAAP"). The 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.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

Deferred Revenue

Income taxes

The Company uses the liability method of accounting for Income Taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance can be provided for a net deferred tax asset, due to uncertainty of realization.

Net income per common share

Net loss per common share is computed pursuant to ASC No. 260 "Earnings Per Share." Basic net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share is computed by dividing net income by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of September 30, 2016 and 2015.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable to smaller reporting companies.

Item 4. Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC. This information is accumulated to allow our management to make timely decisions regarding required disclosure. Our principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report and he determined that our disclosure controls and procedures were not effective due to control deficiencies. During the period we did not have additional personnel to allow segregation of duties to ensure the completeness or accuracy of our information. The Company does not have an Audit Committee to oversee management activities, and the Company is dependent on third party consultants for the financial reporting function.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 of the Exchange Act that occurred during the quarter ended September 30, 2016 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II. Other Information

Item 1. Legal Proceedings

We are not a party to any material litigation, nor, to the knowledge of management, is any litigation threatened against us that may materially affect us.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Item 6. Exhibits

Exhibit Number		Description of Exhibit
3.1*		Articles of Incorporation
3.2*		Bylaws of InnerScope Advertising Agency, Inc.
3.3*		Amended and Restated Articles of Incorporation
4.3*		Private Placement Offering Memorandum
10.2*		Innerscope, Inc. Marketing Agreement between the Company and Moore Family Hearing Company, Inc.
10.3*		Acquisition Agreement and Plan of Share Exchange dated June 20, 2012, between the Company and Innerscope Advertising Agency, LLC
10.4*		Acquisition Agreement and Plan of Share Exchange dated November 1, 2013, between the Company and Intela-Hear, LLC
10.5*		Promissory Note dated April 1, 2013, between the Company and Matthew Moore
10.6*		Promissory Note dated June 25, 2013, between the Company and Matthew Moore
10.7*		June 2012 Business Consulting Agreement
10.8+*		GN ReSound Sales Agreement
10.9+**		Store Expansion Consulting Agreement
10.10+**		Consulting Agreement
10.11#**		Employment Agreement with Matthew Moore, CEO
10.12#**		Employment Agreement with Kimberly Moore, CFO
31.1**		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
31.2**		Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
32.1**		Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
101.INS**		XBRL Instance
101.SCH**		XBRL Taxonomy Extension Schema
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase
101.DEF**		XBRL Taxonomy Extension Definition Linkbase
101.LAB**		XBRL Taxonomy Extension Labels Linkbase
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase

*	Previously filed.

+	Confidential Treatment has been requested for certain portions thereof pursuant to Confidential Treatment Request under Rule 406 promulgated under the Securities Act. Such provisions and attachments have been filed with the Securities and Exchange Commission.
**	Filed Herewith

#	Denotes management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: November 21, 2016
INNERSCOPE ADVERTISING AGENCY, INC.

By:	/s/ Matthew Moore
	Matthew Moore
	Chief Executive Officer (principal executive officer)

By:	/s/ Kimberly Moore
	Kimberly Moore
	Chief Financial Officer (principal financial and accounting officer)

EX-10.9 2 is1116form10qexh10_9.htm EXHIBIT 10.9

EXHIBIT 10.9

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[****]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

EXECUTION

STORE EXPANSION CONSULTING AGREEMENT

THIS AGREEMENT (this “Agreement”) is made as of August 5, 2016, and is entered into by and among Helix Hearing Care (California), Inc., a California corporation (the “Company”), Mark Moore, an individual (“Mark”), Kim Moore, an individual (“Kim”) and Matthew Moore, an individual (“Matthew”) (Mark, Kim and Matthew, collectively, the “Moores”) and InnerScope Advertising Agency Inc., a Nevada corporation (the “Consultant”). The Company, the Consultant and the Moores are sometimes hereinafter referred to individually as a “Party” and together as “Parties.”

WHEREAS, the Buyer is acquiring substantially all of the assets (the “Purchased Assets”) of Moore Family Hearing Company, Inc. (the “MFHC”), as described more fully in that certain agreement by and among the Company, MFHC and the Moores dated as of August 5, 2016 (“Purchase Agreement”);

WHEREAS, all capitalized terms which are used but not defined in this Agreement, shall be given the meaning ascribed to them in the Purchase Agreement;

WHEREAS, Consultant will provide certain services to the Company as set forth on Exhibit A hereto (the “Services”);

WHERAS, Consultant acknowledges that in connection with the consulting relationship with the Company, Consultant will have access to valuable Confidential Information (as defined in Section 5 below) including, but not limited to, customer lists, methods of doing business, business plans and trade secrets:

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. Consulting Relationship. The Company will retain Consultant, and Consultant hereby agrees to work for the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the Effective Date (as defined below) and, unless sooner terminated as provided in Section 4 hereof, ending six months after the Effective Date (the “Consulting Period”).

2. Consulting Services.

(a) General Service Commitments. During the Consulting Period, Consultant shall provide consulting services as requested by the Company (collectively, “Services”). The Parties agree that both Consultant and the Moores shall be available to the Company on an exclusive basis, and that neither the Consultant nor the Moores shall work as a consultant or otherwise within the Business (as defined below) during the Consulting Period, except for the Company (the Parties agree that any such work would be a conflict of interest). All Services provided to the Company under this Agreement shall be performed by each of Mark, Matthew and Kim personally, unless the Company gives written permission to the Consultant for someone other than the Moores to perform the Services. The Consultant and the Moores, in rendering Services, agree to comply with all sales and marketing policies of the Company and its Affiliates, to the extent applicable to the Services, as such policies may be amended from time to time. The term “Business” as used in this Agreement, means the service of dispensing and fitting hearing aids and operating hearing aid dispensing centers. Services hereunder shall in no event include providing any medical advice to patients or other end-users of hearing aids or other products of the Company.

(b) Supervision. The Moores possess unique skills and knowledge, and the Company is retaining Consultant to obtain and receive these unique skills and knowledge in the performance of Services. Accordingly, the Company shall not directly supervise the Moores as they provide the Services; provided, however, that Consultant’s work for the Company shall conform to this Section 2.

(c) Reporting; Best Efforts. During the Consulting Period, Consultant will report to the President of the Company, or to such other Company executives as may be designated by the Company. The Moores, while rendering Services on behalf of Consultant, will devote their best efforts to the business and affairs of the Company. The Moores, through the Consultant, will render all Services to the best of their ability in a diligent, timely, trustworthy, businesslike and efficient manner.

(d) Hours of Work. Other than scheduled appointments, meetings, telephone conferences and other scheduled events, the Consultant may determine its own hours of work in performing Services, and the Consultant may perform Services out of the Moores’ own homes, rather than working out of the Company’s offices.

(e) Private Pay. To the extent possible, Consultant shall limit marketing efforts to patients who are not enrolled in a Medicaid managed care plan or other federally funded healthcare program.

(f) Additional Services. The Company may reasonably expand or limit the Services under this Agreement; provided, however, that any expansion of services shall be consistent with the Services, as defined in this Agreement.

(g) No Sub-Contracting. Because the Moores’ expertise and knowledge is unique, all Services shall be performed by the Moores alone, and Consultant may not sub-contract any work under this Agreement.

3. Compensation to Consultant.

(a) Consulting Fee. [****]

(b) Earnout Fee. [****].

(d) Taxes and Records. No taxes shall be withheld from the Consultant’s fees. The Consultant and the Moores assume all responsibility for paying any taxes due on fees received from the Company, to the extent any taxes may be due and owing, and shall maintain appropriate records of payments. The Company shall issue 1099 forms to the Moores as required by law.

(e) No Company Group Insurance. The Consultant acknowledges that the Moores will not be eligible for the Company’s group insurance benefits, such as health insurance, and that they are responsible for making arrangements for their own personal insurance coverage.

4. Termination.

(a) Notwithstanding Section 1 of this Agreement, the Company may terminate the consulting relationship for Cause (as defined below). No advance notice of termination need be provided by the Company in the event of a termination for Cause, other than associated with applicable “cure” periods.

(b) For purposes of this Agreement:

“Cause” will mean (i) the Moores’ commission of a felony or other crime involving moral turpitude or any other act or omission involving misappropriation, fraud or breach of fiduciary duty by the Moores, (ii) serious misconduct by the Moores with respect to the Company or any of its Affiliates in the performance of the Moores’ duties hereunder, (iii) unsatisfactory performance which is not remedied by Consultant within 10 days after written notice thereof to Consultant, or (iv) any other material breach of this Agreement by Consultant which, if curable, is not cured within 10 days after written notice thereof to Consultant.

5. Confidential Information. “Confidential Information” will be interpreted to include all information of any sort that is (i) related to the Company or its Affiliates’ current or potential business or is received from third parties subject to a duty to maintain the confidentiality of such information, and (ii) not generally or publicly known. The Consultant agrees that they will use Confidential Information only as necessary and only in connection with the performance of Services (the Company specifically agrees that, as a permitted necessary use, the Consultant may share Confidential Information with their legal counselors, and tax advisors, as long as such advisors agree to maintain the confidentiality of the information, and that the Consultant may also include Confidential Information in tax filings). Consultant agrees that they will not disclose to any unauthorized Person or use for their own or any other purposes (except as described in the immediately preceding sentence) any Confidential Information without the prior written consent of the Company, unless and to the extent that (a) the Confidential Information becomes generally known to and available for use by the public, or becomes generally known to and available within the Company’s industry, other than as a result of Consultant’s acts or omissions or (b) Consultant is ordered by a court of competent jurisdiction to disclose Confidential Information, provided that in such circumstance Consultant must (i) provide prompt written notice to the Company of any relevant process or pleadings that could lead to such an order and (ii) reasonably cooperate with the Company at the Company’s expense to contest, object to or limit such a request and, in any case, when revealing such Confidential Information pursuant to such court order.

6. Work Product; Intellectual Property. Consultant acknowledges and agrees that all intellectual property, methods, analyses, service marks, writings, audiovisual works, goodwill and tradenames, which relate to the Company or any of its Affiliates’ actual or anticipated business which are conceived, developed or made by Consultant while performing Services during the Consulting Period pursuant to this Agreement (collectively, the “Work Product”) belong to the Company or such Affiliate. All Work Product created by Consultant during the Consulting Period, relating to the business of the Company or its potential businesses, will be considered “work made for hire,” and as such, the Company is the sole owner of all rights, title, and interests therein. Consultant will promptly disclose and deliver such Work Product to the Company and, at the Company’s expense, perform all actions reasonably requested by the Company (whether during or after the Consulting Period) to establish, confirm, document, perfect, record, and protect such ownership. Notwithstanding anything contained herein, nothing in this Section 6 is intended to confer upon the Company or its Affiliates any intellectual property rights or other rights in inventions or other work product developed by Consultant prior to the date of this Agreement or outside of the Services to be provided hereunder.

7. Non-Compete: Non-Solicitation: Non-Disparagement.

(a) In further consideration of the compensation to be paid to Consultant hereunder, the Moores acknowledge that in the course of Services that they have, and will continue to, become familiar with the Company’s and its Affiliates’ trade secrets, methods of doing business, business plans and other valuable Confidential Information concerning the Company and its Affiliates and their customers and suppliers and that the Moores’ services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Moores agree that, so long as the Moores are providing Services and continuing for 24 months thereafter, the Moores will not, directly or indirectly, anywhere in the Applicable Area (whether on their own account, or as a consultant, agent, partner, manager, joint venturer, owner, operator or officer of any other Person, or in the case of the Moores, as an employee, or in any other manner): (i) act in a capacity, or provide services, similar to those that the Moores acted in or provided for the Company, for any other business that is, directly or indirectly, engaged in the Business; (ii) supervise, manage or oversee others engaging, directly or indirectly, in the Business, or manage, control, participate in, provide financing to, consult with, or render services for, any other Person that, directly or indirectly, engages in the Business; or (iii) directly or indirectly have any ownership interest (whether as proprietor, partner, member, stockholder or otherwise) in any business (regardless of the form in which conducted) which is, directly or indirectly, engaged in the Business; provided, nothing herein will prohibit the Moores from being a passive owner of not more than 1% of the outstanding stock of any class of a corporation which is publicly traded, and nothing herein will prohibit the Moores from passive investments in any privately held corporation or other entity which does not engage in the Business. The term “Applicable Area” means a 10 mile radius of any of the existing clinics of the Company, which are listed on Exhibit B hereof, (2) the clinics or retail stores purchased by the Company pursuant to the Purchase Agreement and (3) the clinics or retail stores opened by Consultant pursuant to this Agreement.

(b) For 12 months after termination of the Consulting Period (the “Nonsolicit Period”) the Moores will not, directly or indirectly, in any manner: (i) hire or engage, or recruit, solicit or otherwise attempt to employ or retain or enter into any business relationship with, any current or former employee of the Company, (ii) induce or attempt to induce any current or former employee of the Company or any of its Affiliates, to leave the employ of the Company or any such Affiliate, or in any way interfere with the relationship between the Company or any of its Affiliates and any of their employees; provided, however, that the Moores may hire former employees and consultants to the Company and Affiliates after such former personnel have ceased to be employed or otherwise engaged by the Company or any of its Affiliates for a period of at least 12 months, and further provided, that nothing in this Section 7(b) is intended to prohibit the Moores from making solicitations in media of general circulation that are not targeted at employees of the Company or any of its Affiliates.

(c) The Moores acknowledge and agree that the restrictions contained in this Section 7 with respect to time, geographical area, and scope of activity are reasonable and do not impose a greater restraint than is necessary to protect the goodwill and other legitimate business interests of the Company and its Affiliates and that the Moores has had the opportunity to review the provisions of this Agreement with legal counsel. In particular, the Moores agree and acknowledge that the Company is now or will be engaging in the Business and actively marketing its services and products within the Business throughout the Applicable Area, that the Company and its Affiliates expend significant time and effort developing and protecting the confidentiality of their methods of doing business, technology, customer lists, long term customer relationships and trade secrets and such methods, technology, customer lists, customer relationships and trade secrets have significant value. The existence of any claim or cause of action by the Moores against the Company or any of its Affiliates, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Company of the provisions of Sections 5, 6 or this Section 7, which Sections will be enforceable notwithstanding the existence of any breach by the Company. Notwithstanding the foregoing, the Moores will not be prohibited from pursuing such claims or causes of action against the Company.

(d) In the event of the breach or a threatened breach by the Moores of any of the provisions of Sections 5, 6 or this Section 7, the Company and any of its Affiliates, in addition and supplementary to any other rights and remedies existing in their favor, may seek specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof.

(e) If either Party (i) brings any action or proceeding to enforce any provision of this Agreement or to obtain damages as a result of a breach of this Agreement or to enjoin any breach of this Agreement and (ii) prevails in such action or proceeding, then the non-prevailing Party will, in addition to any other rights and remedies available to such Party, reimburse the prevailing Party for any and all reasonable costs and expenses (including attorneys’ fees) incurred by the prevailing Party in connection with such action or proceeding.

(f) The Parties recognize that their reputations are valuable assets. The Moores agree not to disparage the Company. The Company agrees not to disparage the Moores. These obligations apply to oral statements as well as to written statements.

8. Independent Contractor Relationship. The Company and the Consultant agree that all Services will be rendered by the Consultant in the capacity of an independent contractor of the Company. Under such circumstances, the Moores will not be covered under any Company employee benefit plans, and shall not be eligible for the Company’s workers compensation benefits. This Agreement shall not be interpreted or construed as creating or evidencing an employment, association, joint venture, partnership or franchise relationship among the parties or as imposing any employment, partnership, or franchiser obligation or liability on either Party.

9. Consultant’s Lack of Authority. The Moores have no authority to bind the Company to contracts, or to act as an agent of the Company in any way, except as expressly delegated by the Company. The Moores shall not use the Company’s trademarks, or branding, at any time, except as permitted by the Company in writing.

10. Company’s Indemnity Commitment to Consultant. The Company shall indemnify, defend, and hold harmless the Consultant, to the fullest extent permitted by applicable law, from and against any damages or liabilities, including reasonable attorney’s fees, that the Consultant may sustain by reason of the Company’s acts or omissions in connection with the consulting relationship or Services under this Agreement. Provided, however, that the Consultant shall not be indemnified for damages or liabilities to the extent that the Consultant receive the proceeds of insurance covering the same, or is otherwise reimbursed through some other source, nor will the Consultant be indemnified for damages or liabilities caused by the Consultant’s own acts or omissions. Separate counsel, reasonably acceptable to Consultant, shall be provided where joint representation would or might create a conflict of interest. The Consultant agrees to cooperate with the Company’s counsel in any legal proceeding, or in connection with any claim, where this obligation is or may be applicable.

11. Consultant’s Indemnitv Commitment to Company. The Consultant indemnifies, defends, and holds harmless the Company, to the fullest extent permitted by applicable law, from and against any damages or liabilities, including reasonable attorney’s fees, that the Company may sustain because of the Consultant’s or the Moores’ acts or omissions in connection with the consulting relationship or Services under this Agreement, including but not limited to any damages that the Company may sustain related to MFHC’s minority shareholder, GN Resound or its Affiliates. Provided, however, that the Company shall not be indemnified for damages or liabilities to the extent that the Company receives the proceeds of insurance covering the same, or is otherwise reimbursed through some other source, nor will the Company be indemnified for damages or liabilities caused by the Company’s own acts or omissions. Separate counsel, reasonably acceptable to the Company, shall be provided where joint representation would or might create a conflict of interest. The Company agrees to cooperate with the Consultant’s counsel in any legal proceeding, or in connection with any claim, where this obligation is or may be applicable.

12. The Moores’ Representations. Each of the Moores hereby represents and warrants to the Company that (i) they have entered into this Agreement of their own free will for no consideration other than as referred to herein, (ii) the execution, delivery and performance of this Agreement by the Moores does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Moores is a party or by the Moores is bound, (iii) the Moores are not parties to or bound by any employment, non-competition, confidentiality or other similar agreement with any other Person and (iv) upon the execution and delivery of this Agreement by the Company, this Agreement will be the valid and binding obligation of the Moores, enforceable in accordance with its terms.

13. Notices. Any notice provided for in this Agreement will be in writing and will be either personally delivered, sent by reputable overnight courier service, sent by facsimile (with hard copy to follow by regular mail) or mailed by first class mail, return receipt requested, to the recipient at the address below indicated:

If to Consultant or the Moores:

InnerScope Advertising Agency, Inc.

2281 Lava Ridge Ct., Suite 130

Roseville, CA 95661

Attn: Matthew Moore, President

Fax: 916 218 4101

Email: matthewmoore@hearingmed.com

with a copy to:

InnerScope Advertising Agency, Inc.

2281 Lava Ridge Ct., Suite 130

Roseville, CA 95661

Attn: Mark Moore, Chairman

Fax: 916 218 4101

Email: markmoore@hearingmed.com

If to the Company:

Helix Hearing Care (California), Inc.

1101 Brickell Ave., Suite N401, Miami, Florida 33131

Attn: President

with a copy to:

Helix Hearing Care (California), Inc.

1101 Brickell Ave., Suite N401, Miami, Florida 33131

Attn: Maria C. Mayer, Esq.

Vice President of Legal

Email: mmye@widex.com

or such other address or to the attention of such other person as the recipient Party will have specified by prior written notice to the sending Party. Any notice under this Agreement will be deemed to have been given when so delivered, sent or mailed.

14. Complete Agreement. This Agreement embodies the complete agreement and understanding among the Parties and supersedes and preempts any prior understandings, agreements or representations by or among the Parties, written or oral, which may have related to the subject matter hereof in any way.

15. Counterparts. This Agreement may be executed in separate counterparts (including by facsimile signature pages), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

16. Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by the Moores, the Company and their respective heirs, successors and assigns. The Moores may not assign their rights or delegate their duties or obligations hereunder without the prior written consent of the Company. The Company may assign its rights and obligations hereunder (including without limitation its rights under Section 7) without the consent of, or notice to, the Consultant, to any of the Affiliates or to any Person that acquires the Company or any portion of its business or its assets, in which case all references to the Company will refer to such assignee.

17. Choice of Law; Exclusive Venue. THIS AGREEMENT, AND ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT, WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF FLORIDA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS. THE PARTIES AGREE THAT ALL DISPUTES, LEGAL ACTIONS, SUITS AND PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT EXCLUSIVELY IN A FLORIDA STATE COURT IN MIAMI DADE COUNTY, FLORIDA (COLLECTIVELY THE “DESIGNATED COURTS”). EACH PARTY HEREBY CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE DESIGNATED COURTS AND THEIR APPELLATE COURTS. NO LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN ANY OTHER FORUM.

18. Mutual Waiver of Jury Trial. THE COMPANY AND CONSULTANT AND THE MOORES EACH WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY OF CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE COMPANY AND THE CONSULTANT AND THE MOORES EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION WILL BE TRIED BY A COURT TRIAL WITHOUT A JURY.

19. Effective Date. This Agreement will become effective on the date of its execution and the closing of the transactions contemplated by the Purchase Agreement (the “Effective Date”). If for any reason the closing of the transactions contemplated by the Purchase Agreement does not occur, then this Agreement will not be effective and will be of no force or effect.

20. Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company, on the one hand, and the Consultant on the other hand, and no course of conduct or course of dealing or failure or delay by any Party hereto in enforcing or exercising any of the provisions of this Agreement will affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Store Expansion Consulting Agreement as of the date first written above.

CONSULTANT:

INNERSCOPE ADVERTISING AGENCY, INC.,

a Nevada corporation

By: /s/ Matthew Moore

Matthew Moore, President

THE MOORES:

/s/ Mark Moore

Mark Moore, an individual

/s/ Kim Moore

Kim Moore, an individual

/s/ Matthew Moore

Matthew Moore, an individual

COMPANY:

HELIX HEARING CARE (CALIFORNIA), INC.,

a California corporation

By: /s/ Maria C. Mayer

Maria C. Mayer, Vice President

Exhibit A

The primary scope of activities shall be the following. All activities, costs and details for expansion need to be approved by Company management.

a. Be responsible for all physical plant and marketing details of a new store opening in select areas.

	i.	Physical Plant Opening: [****]
	ii.	Given unforeseen issues with locations, costs, or other related problems, this initial list could be adapted, but the expectation of 5 stores in the initial 6 month-term remains the same.
	iii.	Marketing and Advertising: Develop direct mail and newspaper ads to support the marketing plan for “New Store Openings”, using the creative strategy developed by Consultant.
		•	Consultant and Moores will work together to create appropriate advertising schedules, marketing objectives, and creative goals.
		•	The advertising plan as well as the total cost of each plan will be presented for approval to Company prior to ordering and implementation.
		•	Company is responsible for the total cost and fees of the marketing plan and thus will be billed separately from Consultant and not part of the section 3 under this Agreement.
	iv.	Selection of office site
	v.	Procurement of site
	vi.	Management of lease negotiations
	vii.	Layout and Design of locations
	viii.	Signage
	ix.	Management of all build out and Tenant Improvements as needed in each location
	x.	Management of all equipment and furniture as needed in each location
	xi.	Management audio/visual as needed in each location as coordinated with AMG IT
	xii.	Obtaining proper city, county licenses
	xiii.	Decorate and complete setup of each location ready for operation
	xiv.	Open House Schedules and Support

____________________________________________________________________

Exhibit B

A-1 Hearing Centers, 7730 AA Herschel Ave., La Jolla, CA

A-1 Hearing Centers, 2934 Lincoln Ave., San Diego, CA

A-1 Hearing Centers, 1132 San Marino Dr., San Marcos, CA

Audiologic Associates of Santa Barbara, 215 West Pueblo St, Santa Barbara, CA

Audiologic Associates of Santa Barbara, 2027 Village Lane, Solvang, CA

Greenley Oaks, 795 Morning Star Drive, Sonora, CA

Hearing Resource Center, 100 S. Ellsworth Ave., San Mateo, CA

True Sound, 1539 Shoat Blvd., San Francisco, CA

EX-10.10 3 is1116form10qexh10_10.htm EXHIBIT 10.10

EXHIBIT 10.10

EXECUTION

CONSULTING AGREEMENT

THIS AGREEMENT (this “Agreement”) is made as of August 5, 2016, and is entered into by and among Helix Hearing Care (California), Inc., a California corporation (the “Company”), Innerscope Advertising Agency, Inc., a Nevada corporation (the “Consultant”), Mark Moore, an individual (“Mark”), Kim Moore, an individual (“Kim”) and Matthew Moore, an individual (“Matthew”) (Mark, Kim and Matthew, collectively, the “Moores”). The Company, the Consultant and the Moores are sometimes hereinafter referred to individually as a “Party” and together as “Parties.”

WHEREAS, all capitalized terms which are used but not defined in this Agreement, shall be given the meaning ascribed to them in the Purchase Agreement;

WHEREAS, the Buyer is entering into a store expansion consulting agreement with the Consultant and the Moores as of the date hereof (the “Store Expansion Consulting Agreement”);

WHEREAS, Consultant will provide certain services to the Company as set forth on Exhibit A hereto (the “Services”);

WHERAS, Consultant and the Moores acknowledge that in connection with the consulting relationship with the Company, Consultant and the Moores will have access to valuable Confidential Information (as defined in Section 5 below) including, but not limited to, customer lists, methods of doing business, business plans and trade secrets:

2. Consulting Services.

(b) Supervision. The Moores possess unique skills and knowledge, and the Company is retaining Consultant to obtain and receive these unique skills and knowledge in the performance of Services. Accordingly, the Company shall not directly supervise the Moores as they provide the Services; provided, however, that Consultant’s and the Moores’ work for the Company shall conform to this Section 2.

(c) Reporting; Best Efforts. During the Consulting Period, Consultant, through the Moores, will report to the President of the Company, or to such other Company executives as may be designated by the Company. The Moores, while rendering Services on behalf of Consultant, will devote their best efforts to the business and affairs of the Company. The Moores, through the Consultant, will render all Services to the best of their ability in a diligent, timely, trustworthy, businesslike and efficient manner.

(d) Hours of Work. Other than scheduled appointments, meetings, telephone conferences and other scheduled events, the Moores may determine their own hours of work in performing Services, and the Moores may perform Services out of their own home, rather than working out of the Company’s offices.

(e) Private Pay. To the extent possible, Consultant and the Moores shall limit marketing efforts to patients who are not enrolled in a Medicaid managed care plan or other federally funded healthcare program.

3. Compensation to Consultant.

(a) Consulting Fee. [****]:

(b) Set-Off. Notwithstanding anything to the contrary contained herein, the Company shall be entitled to set off any amounts payable to Consultant or to the Moores hereunder with any amounts due to the Company pursuant to Section 7.2 of the Purchase Agreement, provided that the Company complies with the indemnification procedures set forth in Article 7 of the Purchase Agreement.

(c) Taxes and Records. No taxes shall be withheld from the Consultant’s fees. The Consultant and the Moores assume all responsibility for paying any taxes due on fees received from the Company, to the extent any taxes may be due and owing, and shall maintain appropriate records of payments. The Company shall issue 1099 forms to the Consultant and the Moores as required by law.

(d) No Company Group Insurance. The Consultant acknowledges that the Moores will not be eligible for the Company’s group insurance benefits, such as health insurance, and that they are responsible for making arrangements for their own personal insurance coverage.

4. Termination.

(b) For purposes of this Agreement:

“Cause” will mean (i) the Moores’ commission of a felony or other crime involving moral turpitude or any other act or omission involving misappropriation, fraud or breach of fiduciary duty by the Moores or Consultant, (ii) serious misconduct by either the Moores or Consultant with respect to the Company or any of its Affiliates in the performance of Consultant’s and the Moores’ duties hereunder, or (iii) any other material breach of this Agreement by Consultant or the Moores which, if curable, is not cured within 10 days after written notice thereof to Consultant or the Moores.

(c) In the event of termination of this Agreement under this Section 4 during any period beginning on the date hereof and ending on the second anniversary hereof, any portion of the Consulting Fee that has not been paid shall continue to be paid in accordance with the schedule set forth in Section 3(a) above. In the event of termination of this Agreement under this Section 4 during any period after the second anniversary hereof, any portion of the Consulting Fee that has not been paid shall be accelerated and shall be paid to Consultant within 30 days after the termination of this Agreement.

5. Confidential Information. “Confidential Information” will be interpreted to include all information of any sort that is (i) related to the Company or its Affiliates’ current or potential business or is received from third parties subject to a duty to maintain the confidentiality of such information, and (ii) not generally or publicly known. The Consultant and the Moores agree that they will use Confidential Information only as necessary and only in connection with the performance of Services (the Company specifically agrees that, as a permitted necessary use, the Consultant and the Moores may share Confidential Information with their legal counselors, and tax advisors, as long as such advisors agree to maintain the confidentiality of the information, and that the Consultant and the Moores may also include Confidential Information in tax filings). Consultant and the Moores both agree that they will not disclose to any unauthorized Person or use for their own or any other purposes (except as described in the immediately preceding sentence) any Confidential Information without the prior written consent of the Company, unless and to the extent that (a) the Confidential Information becomes generally known to and available for use by the public, or becomes generally known to and available within the Company’s industry, other than as a result of Consultant’s or the Moores’ acts or omissions or (b) Consultant or the Moores are ordered by a court of competent jurisdiction to disclose Confidential Information, provided that in such circumstance Consultant or the Moores must (i) provide prompt written notice to the Company of any relevant process or pleadings that could lead to such an order and (ii) reasonably cooperate with the Company at the Company’s expense to contest, object to or limit such a request and, in any case, when revealing such Confidential Information pursuant to such court order.

6. Work Product; Intellectual Property. Consultant acknowledges and agrees that all intellectual property, methods, analyses, service marks, writings, audiovisual works, goodwill and tradenames, which relate to the Company or any of its Affiliates’ actual or anticipated business which are conceived, developed or made by Consultant or the Moores while performing Services during the Consulting Period pursuant to this Agreement (collectively, the “Work Product”) belong to the Company or such Affiliate. All Work Product created by Consultant or the Moores during the Consulting Period, relating to the business of the Company or its potential businesses, will be considered “work made for hire,” and as such, the Company is the sole owner of all rights, title, and interests therein. Consultant and the Moores will promptly disclose and deliver such Work Product to the Company and, at the Company’s expense, perform all actions reasonably requested by the Company (whether during or after the Consulting Period) to establish, confirm, document, perfect, record, and protect such ownership. Notwithstanding anything contained herein, nothing in this Section 6 is intended to confer upon the Company or its Affiliates any intellectual property rights or other rights in inventions or other work product developed by Consultant or the Moores prior to the date of this Agreement or outside of the Services to be provided hereunder.

7. Non-Compete: Non-Solicitation: Non-Disparagement.

(a) In further consideration of the compensation to be paid to Consultant and the Moores hereunder, Consultant and the Moores acknowledge that in the course of Services that they have, and will continue to, become familiar with the Company’s and its Affiliates’ trade secrets, methods of doing business, business plans and other valuable Confidential Information concerning the Company and its Affiliates and their customers and suppliers and that Consultant’s and the Moores’ services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. Consultant and the Moores agree that, so long as Consultant is providing Services and continuing for 24 months thereafter, Consultant and the Moores will not, directly or indirectly, anywhere in the Applicable Area (whether on their own account, or as a consultant, agent, partner, manager, joint venturer, owner, operator or officer of any other Person, or in the case of the Moores, as an employee, or in any other manner): (i) act in a capacity, or provide services, similar to those that Consultant or the Moores acted in or provided for the Company, for any other business that is, directly or indirectly, engaged in the Business; (ii) supervise, manage or oversee others engaging, directly or indirectly, in the Business, or manage, control, participate in, provide financing to, consult with, or render services for, any other Person that, directly or indirectly, engages in the Business; or (iii) directly or indirectly have any ownership interest (whether as proprietor, partner, member, stockholder or otherwise) in any business (regardless of the form in which conducted) which is, directly or indirectly, engaged in the Business; provided, nothing herein will prohibit Consultant or the Moores from being a passive owner of not more than 1% of the outstanding stock of any class of a corporation which is publicly traded, and nothing herein will prohibit Consultant or the Moores from passive investments in any privately held corporation or other entity which does not engage in the Business. The term “Applicable Area” means a 10 mile radius of any of (1) the existing clinics of the Company, which are listed on Exhibit B hereof, (2)the clinics or retail stores purchased by the Company pursuant to the Purchase Agreement and (3) the clinics or retail stores opened by Consultant pursuant to the Store Expansion Consulting Agreement.

(b) For 12 months after termination of the Consulting Period (the “Nonsolicit Period”) Consultant and the Moores will not, directly or indirectly, in any manner: (i) hire or engage, or recruit, solicit or otherwise attempt to employ or retain or enter into any business relationship with, any current or former employee of the Company, (ii) induce or attempt to induce any current or former employee of the Company or any of its Affiliates, to leave the employ of the Company or any such Affiliate, or in any way interfere with the relationship between the Company or any of its Affiliates and any of their employees; provided, however, that Consultant or the Moores may hire former employees and consultants to the Company and Affiliates after such former personnel have ceased to be employed or otherwise engaged by the Company or any of its Affiliates for a period of at least 12 months, and further provided, that nothing in this Section 7(b) is intended to prohibit the Consultant or the Moores from making solicitations in media of general circulation that are not targeted at employees of the Company or any of its Affiliates.

(c) Consultant and the Moores acknowledge and agree that the restrictions contained in this Section 7 with respect to time, geographical area, and scope of activity are reasonable and do not impose a greater restraint than is necessary to protect the goodwill and other legitimate business interests of the Company and its Affiliates and that Consultant and the Moores have had the opportunity to review the provisions of this Agreement with legal counsel. In particular, the Consultant and the Moores agree and acknowledge that the Company is now or will be engaging in the Business and actively marketing its services and products within the Business throughout the Applicable Area, that the Company and its Affiliates expend significant time and effort developing and protecting the confidentiality of their methods of doing business, technology, customer lists, long term customer relationships and trade secrets and such methods, technology, customer lists, customer relationships and trade secrets have significant value. The existence of any claim or cause of action by Consultant or the Moores against the Company or any of its Affiliates, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Company of the provisions of Sections 5, 6 or this Section 7, which Sections will be enforceable notwithstanding the existence of any breach by the Company. Notwithstanding the foregoing, Consultant or the Moores will not be prohibited from pursuing such claims or causes of action against the Company.

(d) In the event of the breach or a threatened breach by Consultant or the Moores of any of the provisions of Sections 5, 6 or this Section 7, the Company and any of its Affiliates, in addition and supplementary to any other rights and remedies existing in their favor, may seek specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof.

(f) The Parties recognize that their reputations are valuable assets. The Moores and the Consultant agree not to disparage the Company. The Company agrees not to disparage the Moores or the Consultant. These obligations apply to oral statements as well as to written statements.

8. Independent Contractor Relationship. The Company, the Consultant and the Moores agree that all Services will be rendered by the Consultant and the Moores in the capacity of an independent contractor of the Company. Under such circumstances, the Moores will not be covered under any Company employee benefit plans, and shall not be eligible for the Company’s workers compensation benefits. This Agreement shall not be interpreted or construed as creating or evidencing an employment, association, joint venture, partnership or franchise relationship among the parties or as imposing any employment, partnership, or franchiser obligation or liability on either Party.

9. Consultant’s Lack of Authority. Neither the Consultant nor the Moores has any authority to bind the Company to contracts, or to act as an agent of the Company in any way, except as expressly delegated by the Company. The Consultant and the Moores shall not use the Company’s trademarks, or branding, at any time, except as permitted by the Company in writing.

10. Company’s Indemnity Commitment to Consultant and the Moores. The Company shall indemnify, defend, and hold harmless the Consultant and the Moores, to the fullest extent permitted by applicable law, from and against any damages or liabilities, including reasonable attorney’s fees, that the Consultant or the Moores may sustain by reason of the Company’s acts or omissions in connection with the consulting relationship or Services under this Agreement. Provided, however, that the Consultant and the Moores shall not be indemnified for damages or liabilities to the extent that the Consultant or the Moores receive the proceeds of insurance covering the same, or are otherwise reimbursed through some other source, nor will the Consultant or the Moores be indemnified for damages or liabilities caused by the Consultant’s or the Moores’ own acts or omissions. Separate counsel, reasonably acceptable to Consultant, shall be provided where joint representation would or might create a conflict of interest. The Consultant and the Moores agree to cooperate with the Company’s counsel in any legal proceeding, or in connection with any claim, where this obligation is or may be applicable.

11. Consultant’s and the Moores’ Indemnitv Commitment to Company. The Consultant and the Moores indemnify, defend, and hold harmless the Company, to the fullest extent permitted by applicable law, from and against any damages or liabilities, including reasonable attorney’s fees, that the Company may sustain because of the Consultant’s or the Moores’ acts or omissions in connection with the consulting relationship or Services under this Agreement, including but not limited to any damages that the Company may sustain related to MFHC’s minority shareholder, GN Resound or its Affiliates. Provided, however, that the Company shall not be indemnified for damages or liabilities to the extent that the Company receives the proceeds of insurance covering the same, or is otherwise reimbursed through some other source, nor will the Company be indemnified for damages or liabilities caused by the Company’s own acts or omissions. Separate counsel, reasonably acceptable to the Company, shall be provided where joint representation would or might create a conflict of interest. The Company agrees to cooperate with the Consultant’s or the Moores’ counsel in any legal proceeding, or in connection with any claim, where this obligation is or may be applicable.

12. Consultant’s and the Moores’ Representations. Consultant and the Moores hereby represent and warrant to the Company that (i) they have entered into this Agreement of their own free will for no consideration other than as referred to herein, (ii) the execution, delivery and performance of this Agreement by Consultant and the Moores does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Consultant or the Moores is a party or by which Consultant or the Moores is bound, (iii) Consultant and the Moores are not parties to or bound by any employment, non-competition, confidentiality or other similar agreement with any other Person and (iv) upon the execution and delivery of this Agreement by the Company, this Agreement will be the valid and binding obligation of Consultant and the Moores, enforceable in accordance with its terms.

If to Consultant or the Moores:

InnerScope Advertising Agency, Inc.

2281 Lava Ridge Ct., Suite 130

Roseville, CA 95661

Attn: Matthew Moore, President

Fax: 916 218 4101

Email: matthewmoore@hearingmed.com

with a copy to:

InnerScope Advertising Agency, Inc.

2281 Lava Ridge Ct., Suite 130

Roseville, CA 95661

Attn: Mark Moore, Chairman

Fax: 916 218 4101

Email: markmoore@hearingmed.com

If to the Company:

Helix Hearing Care (California), Inc.

1101 Brickell Ave., Suite N401, Miami, Florida 33131

Attn: President

with a copy to:

Helix Hearing Care (California), Inc.

1101 Brickell Ave., Suite N401, Miami, Florida 33131

Attn: Maria C. Mayer, Esq.

Vice President of Legal

Email: mmye@widex.com

16. Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Consultant, the Moores, the Company and their respective heirs, successors and assigns. Consultant and the Moores may not assign their rights or delegate their duties or obligations hereunder without the prior written consent of the Company. The Company may assign its rights and obligations hereunder (including without limitation its rights under Section 7) without the consent of, or notice to, the Consultant, to any of the Affiliates or to any Person that acquires the Company or any portion of its business or its assets, in which case all references to the Company will refer to such assignee.

17. Choice of Law; Exclusive Venue. THIS AGREEMENT, AND ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT, WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF FLORIDA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS. THE PARTIES AGREE THAT ALL DISPUTES, LEGAL ACTIONS, SUITS AND PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT EXCLUSIVELY IN A FLORIDA STATE COURT IN MIAMI-DADE COUNTY, FLORIDA (COLLECTIVELY THE “DESIGNATED COURTS”). EACH PARTY HEREBY CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE DESIGNATED COURTS AND THEIR APPELLATE COURTS. NO LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN ANY OTHER FORUM.

20. Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company, on the one hand, and the Consultant or the Moores, on the other hand, and no course of conduct or course of dealing or failure or delay by any Party hereto in enforcing or exercising any of the provisions of this Agreement will affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Consulting Agreement as of the date first written above.

CONSULTANT:

INNERSCOPE ADVERTISING AGENCY, INC.,

a Nevada corporation

By:  /s/ Matthew Moore

   Matthew Moore, President

THE MOORES:

/s/ Mark Moore

Mark Moore, an individual

/s/ Kim Moore

Kim Moore, an individual

/s/ Matthew Moore

Matthew Moore, an individual

COMPANY:

HELIX HEARING CARE (CALIFORNIA), INC.,

a California corporation

By: /s/ Maria C. Mayer

  Maria C. Mayer, Vice President

Exhibit A

Services to be provided by Consultant:

•

Unlimited Licensing of Intela-Hear brand name and other affiliated brand names within the 20 stores and any new expansion stores with Moores

•

Access and exclusive access to the Aware aural rehab program, within 10 miles of current 20 stores

▪

Additional cost is for the actual per license cost per patient and retail packaging, if desired.

▪

Each Aware Code: $18.50

▪

Each Aware retail package: $30 (includes Aware Brand CD POS package)

•

Consultant will give exclusive territory of all services within 10 miles of all current 20 locations

•

40 hours per month of consulting with Lifestyle Hearing and any affiliates

•

Topics can range from:

▪

California Hearing Aid Dispensing Laws

▪

Marketing and Advertising Consulting (does not include production of such marketing and advertising)

▪

Management Consulting

▪

Dispensing Consulting

▪

Expansion Store Consulting

▪

In-office Efficiency Consulting

▪

SOP Consulting

▪

Manpower and Recruiting Analysis

▪

Protocols for Growth Potential

▪

Maximizing Office Traffic Revenue Analysis

Exhibit B

A-1 Hearing Centers, 7730 AA Herschel Ave., La Jolla, CA

A-1 Hearing Centers, 2934 Lincoln Ave., San Diego, CA

A-1 Hearing Centers, 1132 San Marino Dr., San Marcos, CA

Audiologic Associates of Santa Barbara, 215 West Pueblo St, Santa Barbara, CA

Audiologic Associates of Santa Barbara, 2027 Village Lane, Solvang, CA

Greenley Oaks, 795 Morning Star Drive, Sonora, CA

Hearing Resource Center, 100 S. Ellsworth Ave., San Mateo, CA

True Sound, 1539 Shoat Blvd., San Francisco, CA

EX-10.11 4 is1116form10qexh10_11.htm EXHIBIT 10.11

EXHIBIT 10.11

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of November 15, 2016 (the “Effective Date”), between InnerScope Advertising Agency, Inc., a Nevada corporation (“the Company”) and Matthew Moore (the “Executive”).

WHEREAS, prior to the date hereof the Executive has served as Chief Executive Officer (“CEO”) and President of the Company as well as a member of the Company’s Board of Directors (the “BOD”); and

WHEREAS, the Company desires to enter into this Agreement with the Executive and to ensure the continued availability to the Company of the Executive’s services, and the Executive is willing to accept such employment and render such services, all upon and subject to the terms and conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth in this Agreement, and intending to be legally bound, the Company and the Executive agree as follows:

1. Representations and Warranties. The Executive hereby represents and warrants to the Company that he (i) is not subject to any non-solicitation or non-competition agreement affecting his employment with the Company, (ii) is not subject to any confidentiality or nonuse/nondisclosure agreement affecting his employment with the Company, and (iii) has brought to the Company no trade secrets, confidential business information, documents, or other personal property of a prior employer.

2. Term of Employment.

(a) Term. The Company hereby employs the Executive, and the Executive hereby accepts employment with the Company as an “at will” employee, commencing as of the Effective Date and continuing until terminated either by the Company or the Executive. Executive and Company acknowledge and understand that as an “at will” employee, Executive and/or Company may terminate this Employment Agreement with or without cause, provided the terminating party gives at least 90 days notice of their intent to terminate this Agreement. This 90-day notice requirement is not binding upon Company if Executive commits acts of malfeasance as further discussed in Section 6..

(b) Continuing Effect. Notwithstanding any termination of this Agreement, at the end of the Term or otherwise, the provisions of Sections 6(e), 7, 8, 9, 11 14, 17, 18, and 22 shall remain in full force and effect and the provisions of Section 8 shall be binding upon the legal representatives, successors and assigns of the Executive.

3. Duties.

(a) General Duties. The Executive shall serve as CEO and President of the Company, with duties and responsibilities that are customary for such an executive and which shall include direct oversight (subject, at the Executive’s election, to appropriate delegation) and authority over all operational and strategic decision-making and business matters of the Company, subject to the direction of the BOD of the Company. The Executive shall also perform such other duties as shall be reasonably determined from time to time by the BOD and such services for such subsidiaries of the Company as may be necessary. The Executive shall use his best efforts to perform his duties and discharge his responsibilities pursuant to this Agreement competently, carefully and faithfully.

(b) Devotion of Time. Subject to the last two sentences of this Section 3(b), Executive shall devote a reasonable amount of his business time, attention and energies to the affairs of the Company and its subsidiaries and affiliates as are necessary to perform his duties and responsibilities pursuant to this Agreement. The Executive shall not enter the employ of or serve as a consultant to (other than the agreements with Helix Care (California), Inc. (“Helix”), or in any way perform any services with or without compensation to, any other persons, business, or organization, without the prior consent of the BOD or the shareholders. Notwithstanding the above, the Executive shall be permitted to devote a limited amount of his time, to professional, charitable or similar organizations, including serving as a non-executive director or an advisor to a BOD, committee of any company or organization provided that such activities are not directly or indirectly in conflict with the business of the Company and/or do not interfere with the Executive’s performance of his duties and responsibilities as provided hereunder. If any of these activities present a direct or indirect conflict of interest, Executive shall obtain the permission of the BOD or the shareholders.

(c) Location of Office. The Executive’s principal business office shall be in the Company’s offices in Roseville, California or such other location as shall be mutually agreeable to the Executive and the Company. Executive is not required to perform his job duties at the Company’s offices, but shall work at the Company’s offices as needed to supervise the Company’s employees and ensure the success of the Company.

(d) Adherence to Inside Information Policies. The Executive acknowledges that the Company is publicly-held and, as a result, has implemented inside information policies designed to preclude its executives and those of its subsidiaries from violating the federal securities laws by trading on material, non-public information or passing such information on to others in breach of any duty owed to the Company, or any third party. The Executive shall promptly execute any agreements generally distributed by the Company to its employees requiring such employees to abide by its inside information policies. Executive agrees that prior to selling more than 5% of his stock holdings in any single day, Executive shall consult with the Company’s counsel to ensure compliance with Securities laws.

4. Compensation and Expenses.

(a) Salary. For the services of the Executive to be rendered under this Agreement, the Company shall pay the Executive an annual salary of $225,000 (the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations payable in accordance with the Company’s customary payroll practices.

(b) Bonus. The Executive is eligible to participate in any bonus plan the BOD implements.

(c) Expenses(a). In addition to any compensation received pursuant to this Section 4, the Company will reimburse or advance funds to the Executive for all reasonable documented travel, entertainment and miscellaneous expenses incurred in connection with the performance of his duties under this Agreement, provided that the Executive properly provides a written accounting of such expenses to the Company in accordance with the Company’s practices. Such reimbursement or advances will be made in accordance with policies and procedures of the Company in effect from time to time relating to reimbursement of, or advances to, its executive officers.

5. Benefits.

(a) Paid Time Off. As an executive, time off will not be governed or restricted. The Executive shall take reasonable amounts of time off according to his discretion and with the full consent and approval of the BOD, provided that such activities do not interfere with the Executive’s performance of his duties and responsibilities as provided hereunder. Executive is well aware that he will be available to the Company while on time off (by cell phone and e-mail whenever logistically possible) and will be willing to prematurely end time off as the needs of the Company may dictate (whenever logistically possible).

(b) Employee Benefit Programs. The Executive is entitled to participate in any pension, 401(k), insurance or other employee benefit plan that is maintained by the Company for its executives, including programs of life insurance, health insurance and reimbursement of membership fees in professional organizations. All such benefit programs shall be approved by the BOD.

6. Termination.

(a) In the event of termination of employment by the Company without Cause, the Executive shall be immediately entitled to one month of salary for every two months worked, up to a maximum of 18 paid months as severance, less all amounts of salary and cash bonus payments previously received under this Agreement. Such severance shall be paid by the Company at the same times as it pays its executives. Executive acknowledges and understands that said payments shall cease or be limited to the difference in Executive’s salary with Company and new employer upon Executive finding new employment. For example, should Executive find new employment paying $100,000 per year, Executive shall only be entitled to $125,000 for each month Executive is entitled to severance payment. Executive further acknowledges and agrees that Executive is obligated to make reasonable and good faith efforts to find new employment upon severance payments commencing. Failure to make such reasonable and good faith efforts by Executive give Company the option, but not the obligation, to discontinue such severance payments.

(b) Termination for Cause. In the event Executive is terminated for Cause, the Company may terminate this Agreement, and the Executive shall have no right to compensation, severance as defined in Section 6(a) or reimbursement for expenses not directly related to the benefit of the Company, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, any felony (including, but not limited to, any felony involving fraud, moral turpitude, embezzlement or theft in connection with the Executive’s duties or in the course of the Executive’s employment with the Company); (ii) the Executive, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company; (iv) the Executive breaches his fiduciary duty to the Company resulting in profit to him, directly or indirectly, without the express written permission of the BOD; (v) the Executive materially breaches any agreement with the Company; (vi) the Executive breaches any provision of Section 7 or Section 8; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the Securities and Exchange Commission; (viii) the Executive becomes subject to a cease and desist order or other order issued by the Securities and Exchange Commission after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s BOD at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his duties; (xi) the Executive fails to perform his duties under the Agreement by the Executive for any reason other than Section 6(c) of this Agreement.

(c) Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in his customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to the Executive or his personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination and (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement.

(d) Other Termination.

(1) This Agreement may be terminated: (i) by the Executive for Good Reason (as defined below and subject to Section 6(b) of this Agreement), (ii) by the Company without Cause, or (iii) by the Executive without reason, provided the Executive gives the Company 90 days notice.

(2) In the event this Agreement is terminated by the Company without Cause, but the Company desires for Executive’s termination date be some date beyond the date of termination notice, the Executive shall be entitled to only the following:

(A) Any accrued but unpaid Base Salary for services rendered to the date of termination;

(B) Amounts specified in 6(a) of this Agreement but only if terminated without Cause;

(D) any benefits (except perquisites) to which the Executive was entitled pursuant to Section 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for three months, subject to the terms of any applicable plan or insurance contract and applicable law provided that such benefits are exempt from Section 409A of the Code by reason of Treasury Regulation 1.409A-1(a) (5) or otherwise. In the event all or a portion of the benefits to which the Executive was entitled pursuant to Section 5(b) hereof are subject to 409A of the Code, the Executive shall not be entitled to the benefits that are subject to Section 409A of the Code subsequent to the “applicable 2 ½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).

(3) In the event of a Change of Control during the Term, the Executive shall be entitled to receive each of the provisions of Section 6(d)(2)(A) – (D) above except the benefits under Section 6(d)(2)(D) shall continue for a three month period provided that such benefits are exempt from Section 409A of the Code by reason of Treasury Regulation 1.409A-1(a)(5) or otherwise. In the event all or a portion of the benefits under Section 6(e)(2)(D) are subject to 409A of the Code, the Executive shall not be entitled to the benefits that are subject to Section 409A of the Code subsequent to the “applicable 2 ½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).

Any termination made by the Company under this Agreement shall be approved by the BOD.

(e) Upon (1) voluntary or involuntary termination of the Executive’s employment or (2) the Company’s request at any time during the Executive's employment, the Executive shall (i) provide or return to the Company any and all Company property, including keys, key cards, access cards, security devices, employer credit cards, network access devices, computers, cell phones, smartphones, manuals, work product, thumb drives or other removable information storage devices, and hard drives, and all Company documents and materials belonging to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information or work product, that are in the possession or control of the Executive, whether they were provided to the Executive by the Company or any of its business associates or created by the Executive in connection with his employment by the Company; and (ii) delete or destroy all copies of any such documents and materials not returned to the Company that remain in the Executive’s possession or control, including those stored on any non-Company devices, networks, storage locations and media in the Executive’s possession or control.

7. Non-Solicitation of Employees.

(a) Solicitation of Employees. For two years following Executive’s termination from the Company, for any reason, the Executive agrees that he shall not, directly or indirectly, request, recommend or advise any employee of the Company to terminate his or her employment with the Company, for the purposes of providing services to Executive’s new employer or another Comapny, or solicit for employment or recommend to any third party the solicitation for employment of any individual who was employed by the Company or any of its subsidiaries and affiliates at any time during the one year period preceding the Executive’s termination of employment. Additionally, Executive agrees that he shall not hire any person who previously worked for the Company for two years following his termination.

(b) Non-disparagement. The Executive agrees that, after the end of his employment, he will refrain from making, in writing or orally, any unfavorable comments about the Company, it Directors, Officers, shareholders, its operations, policies, or procedures that would be likely to injure the Company’s reputation or business prospects; provided, however, that nothing herein shall preclude the Executive from responding truthfully to a lawful subpoena or other compulsory legal process or from providing truthful information otherwise required by law.

(c) No Payment. The Executive acknowledges and agrees that no separate or additional payment will be required to be made to him in consideration of his undertakings in this Section 7, and confirms he has received adequate consideration for such undertakings.

(d) References. References to the Company in this Section 7 shall include the Company’s subsidiaries and affiliates.

(e) Liquidated Damages. The parties recognize and agree that violation of Sections 7, 8, and/or 11 may cause damages that are difficult to quantify to the aggrieved party. In recognition of this difficulty in assessing the damages caused therefrom, Executive and Company agree that in addition to any remedy the arbitrator may order, the violating party of any of the paragraphs mentioned herein shall pay the sum of $10,000.00 to the aggrieved party as a liquidated damage. Where violation of any of Sections 7, 8, and/or 11 is alleged, the party claiming to have been aggrieved shall shoulder the burden of proof.

8. Non-Disclosure of Confidential Information.

(a) Confidential Information. For purposes of this Agreement, “Confidential Information” includes, but is not limited to, trade secrets, processes, policies, procedures, techniques, designs, drawings, know-how, show-how, technical information, specifications, computer software and source code, information and data relating to the Company, the Company’s budgets and strategic plans, and the identity of customers, vendors, and suppliers, subjects and databases, data, and all technology relating to the Company’s businesses, systems, methods of operation, and customer lists, customer information, solicitation leads, marketing and advertising materials, methods and manuals and forms, all of which pertain to the activities or operations of the Company, the names, home addresses and all telephone numbers and e-mail addresses of the Company’s directors, employees, officers, executives, former executives, customers and former customers. Confidential Information also includes, without limitation, Confidential Information received from the Company’s subsidiaries and affiliates. For purposes of this Agreement, the following will not constitute Confidential Information: (i) information which is or subsequently becomes generally available to the public through no act or fault of the Executive, (ii) information set forth in the written records of the Executive prior to disclosure to the Executive by or on behalf of the Company which information is given to the Company in writing as of or prior to the date of this Agreement, (iii) information which is lawfully obtained by the Executive in writing from a third party (excluding any affiliates of the Executive) who lawfully acquired the confidential information and who did not acquire such confidential information or trade secret, directly or indirectly, from the Executive or the Company or its subsidiaries or affiliates and who has not breached any duty of confidentiality, and (iv) information which would otherwise be considered Confidential Information that was acquired by the Executive prior to the signing of this Agreement.

(b) Legitimate Business Interests. The Executive recognizes that the Company has legitimate business interests to protect and as a consequence, the Executive agrees to the restrictions contained in this Agreement because they further the Company’s legitimate business interests. These legitimate business interests include, but are not limited to (i) trade secrets; (ii) valuable confidential business, technical, and/or professional information that otherwise may not qualify as trade secrets, including, but not limited to, all Confidential Information; (iii) substantial, significant, or key relationships with specific prospective or existing customers, vendors or suppliers; (iv) goodwill associated with the Company’s business; and (v) specialized training relating to the Company’s technology, Services, methods, operations and procedures. Notwithstanding the foregoing, nothing in this Section 8(b) shall be construed to impose restrictions greater than those imposed by other provisions of this Agreement.

(c) Confidentiality. During the Term of this Agreement and following termination of employment, for any reason, the Confidential Information shall be held by the Executive in the strictest confidence and shall not, without the prior express written consent of the Company, be disclosed to any person other than in connection with the Executive’s employment by the Company. The Executive further acknowledges that such Confidential Information as is acquired and used by the Company or its subsidiaries or affiliates is a special, valuable and unique asset. The Executive shall exercise all due and diligent precautions to protect the integrity of the Company’s Confidential Information and to keep it confidential whether it is in written form, on electronic media, oral, or otherwise. The Executive shall not copy any Confidential Information except to the extent necessary to his employment nor remove any Confidential Information or copies thereof from the Company’s premises except to the extent necessary to his employment. All records, files, materials and other Confidential Information obtained by the Executive in the course of his employment with the Company are confidential and proprietary and shall remain the exclusive property of the Company, its customers, or subjects, as the case may be. The Executive shall not, except in connection with and as required by his performance of his duties under this Agreement, for any reason use for his own benefit or the benefit of any person or entity other than the Company or disclose any such Confidential Information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever without the prior express written consent of an executive officer of the Company (excluding the Executive).

(d) References. References to the Company in this Section 8 shall include the Company’s subsidiaries and affiliates.

9. Equitable Relief.

(a) The Company and the Executive recognize that the services to be rendered under this Agreement by the Executive are special, unique and of extraordinary character, and that in the event of the breach by the Executive of the terms and conditions of this Agreement or take any action in violation of Section 7 and/or Section 8, the Company shall be entitled to institute and prosecute proceedings in any court of competent jurisdiction referred to in Section 9(b) below, to enjoin the Executive from breaching the provisions of Section 7 and/or Section 8. Company and Executive hereby agree that this Section shall only be applicable to actions instituted requesting equitable or declaratory relief. Company and Executive agree that no action for money damages, regardless of the nature of the claim being contractual or in tort, may be maintained in State or Federal Courts, and the only venue for such actions requesting money damages is arbitration.

(b) Any action permitted to be filed in the State or Federal Courts pursuant to Section 9(a) must be commenced only in the appropriate state or federal court located in Placer County, California. The Executive and the Company irrevocably and unconditionally submit to the exclusive jurisdiction of such courts and agree to take any and all future action necessary to submit to the jurisdiction of such courts. The Executive and the Company irrevocably waive any objection that they now have or hereafter may have to the laying of venue of any suit, action or proceeding brought in any such court and further irrevocably waive any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Final judgment against the Executive or the Company in any such suit shall be conclusive and may be enforced in other jurisdictions by suit on the judgment, a certified or true copy of which shall be conclusive evidence of the fact and the amount of any liability of the Executive or the Company therein described, or by appropriate proceedings under any applicable treaty or otherwise.

10. Conflicts of Interest. While employed by the Company, the Executive shall not, unless approved by the BOD or the shareholders of the Company, directly or indirectly:

(a) participate as an individual in any way in the benefits of transactions with any of the Company’s suppliers, vendors, customers, or subjects, including, without limitation, having a financial interest in the Company’s suppliers, vendors, customers, or subjects, or making loans to, or receiving loans, from, the Company’s suppliers, vendors, customers, or subjects;

(b) realize a personal gain or advantage from a transaction in which the Company has an interest or use information obtained in connection with the Executive’s employment with the Company for the Executive’s personal advantage or gain; or

(c) accept any offer to serve as an officer, director, partner, consultant, manager with, or to be employed in a professional, medical, technical, or managerial capacity by, a person or entity which does business with the Company.

11. Inventions, Ideas, Processes, and Designs. All inventions, ideas, processes, programs, software, and designs (including all improvements) (i) conceived or made by the Executive during the course of his employment with the Company (whether or not actually conceived during regular business hours), and (ii) related to the business of the Company, shall be deemed works made for hire and shall be disclosed in writing promptly to the Company and shall be the sole and exclusive property of the Company, and the Executive hereby assigns any such inventions to the Company. An invention, idea, process, program, software, or design (including an improvement) shall be deemed related to the business of the Company if (a) it was made with the Company’s funds, personnel, equipment, supplies, facilities, or Confidential Information, (b) results from work performed by the Executive for the Company, or (c) pertains to the current business or demonstrably anticipated research or development work of the Company. The Executive shall cooperate with the Company and its attorneys in the preparation of patent and copyright applications for such developments and, upon request, shall promptly assign all such inventions, ideas, processes, and designs to the Company. The decision to file for patent or copyright protection or to maintain such development as a trade secret, or otherwise, shall be in the sole discretion of the Company, and the Executive shall be bound by such decision. The Executive hereby irrevocably assigns to the Company, for no additional consideration, the Executive’s entire right, title and interest in and to all work product and intellectual property rights described by the first sentence of this Section 11, including the right to sue, counterclaim and recover for all past, present and future infringement, misappropriation or dilution thereof, and all rights corresponding thereto throughout the world. Nothing contained in this Agreement shall be construed to reduce or limit the Company's rights, title or interest in any work product or intellectual property rights so as to be less in any respect than the Company would have had in the absence of this Agreement. Exhibit A to this Agreement contains a non-exclusive list of inventions, ideas, processes, and designs which the Executive made or conceived prior to his employment with the Company and which therefore are excluded from the scope of this Agreement. References to the Company in this Section 11 shall include the Company, its subsidiaries and affiliates.

12. Indebtedness. If, during the course of the Executive’s employment under this Agreement, the Executive becomes indebted to the Company for any reason, the Company may, if it so elects, and if permitted by applicable law, set off any sum due to the Company from the Executive and collect any remaining balance from the Executive unless the Executive has entered into a written agreement with the Company.

13. Assignability. The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company, provided that such successor or assign shall acquire all or substantially all of the securities or assets and business of the Company. The Executive’s obligations hereunder may not be assigned or alienated and any attempt to do so by the Executive will be void.

14. Severability.

(a) If, in any adversarial proceeding, including arbitration, the arbitrator or judge shall refuse to enforce all of the separate covenants deemed included herein because taken together they are more extensive than necessary to assure to the Company the intended benefits of this Agreement, it is expressly understood and agreed by the parties hereto that the provisions of this Agreement that, if eliminated, would permit the remaining separate provisions to be enforced in such proceeding shall be deemed eliminated, for the purposes of such proceeding, from this Agreement.

(b) If any provision of this Agreement otherwise is deemed to be invalid or unenforceable or is prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreement shall be considered divisible as to such provision and such provision shall be inoperative in such state or jurisdiction and shall not be part of the consideration moving from either of the parties to the other. The remaining provisions of this Agreement shall be valid and binding and of like effect as though such provisions were not included.

15. Notices and Addresses. All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by FedEx or similar receipted delivery, or next business day delivery to the addresses detailed below (or to such other address, as either of them, by notice to the other may designate from time to time), or by e-mail delivery (in which event a copy shall immediately be sent by FedEx or similar receipted delivery), as follows:

To the Company:	InnerScope Advertising Agency, Inc.
	2281 Lava ridge Ct. Ste 130
	Roseville, CA 95661
	Attn: Mark Moore, Chairman


To the Executive:	Matthew Moore
	1501 Deer Hollow Way
	Roseville, CA 95661
	Email: matthewmoore@hearingmed.com

16. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.

17. Attorneys’ Fees. In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach or enforcement thereof, and any action or proceeding is commenced to enforce the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and expenses (including such fees and costs on appeal).

18. Governing Law. This Agreement shall be governed or interpreted according to the internal laws of the State of California without regard to choice of law considerations and all claims relating to or arising out of this Agreement, or the breach thereof, whether sounding in contract, tort, or otherwise, shall also be governed by the laws of the State of California without regard to choice of law considerations.

19. Entire Agreement. This Agreement constitutes the entire Agreement between the parties and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, except by a statement in writing signed by the party or parties against which enforcement or the change, waiver discharge or termination is sought.

20. Section and Paragraph Headings. The section and paragraph headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

21. Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Placer County, California before one arbitrator. The parties to arbitration shall jointly select an arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures delineated in Rule 16.1 and 16.2. The decision of the arbitrator shall be final and conclusive, and the parties waive the right to trial de novo or appeal, excepting only for the purpose of confirming the arbitrator's decision, for which purpose the Parties agree the California Superior Court shall have jurisdiction. The party asserting any breach will have the burden of proof with respect thereto.

22. Section 409A Compliance.

(a) This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), or an exemption thereunder. This Agreement shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement to the contrary, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service (including a voluntary separation from service for good reason that is considered an involuntary separation for purposes of the separation pay exception under Treasury Regulation 1.409A-1(n)(2)) or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

(b) Notwithstanding any other provision of this Agreement, if at the time of the Executive's termination of employment, the Executive is a "specified employee", determined in accordance with Section 409A, any payments and benefits provided under this Agreement that constitute "nonqualified deferred compensation" subject to Section 409A (e.g., payments and benefits that do not qualify as a short-term deferral or as a separation pay exception) that are provided to the Executive on account of the Executive’s separation from service shall not be paid until the first payroll date to occur following the six-month anniversary of the Executive's termination date ("Specified Employee Payment Date"). The aggregate amount of any payments that would otherwise have been made during such six-month period shall be paid in a lump sum on the Specified Employee Payment Date without interest and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. If the Executive dies during the six-month period, any delayed payments shall be paid to the Executive's estate in a lump sum upon the Executive's death.

(c) To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following:

(i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year;

(ii) any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and

(iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

(d) In the event the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of the Executive’s separation from service, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation subject to Section 409A as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (i) six months and one day after the Executive’s separation from service, or (ii) the Executive’s death (the “Six Month Delay Rule”).

(i) For purposes of this subparagraph, amounts payable under the Agreement should not provide for a deferral of compensation subject to Section 409A to the extent provided in Treasury Regulation Section 1.409A-1(b)(4) (e.g., short-term deferrals), Treasury Regulation Section 1.409A-1(b)(9) (e.g., separation pay plans, including the exception under subparagraph (iii)), and other applicable provisions of the Treasury Regulations.

(ii) To the extent that the Six Month Delay Rule applies to payments otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of the Six Month Delay Rule, and the balance of the installments shall be payable in accordance with their original schedule.

(iii) To the extent that the Six Month Delay Rule applies to the provision of benefits (including, but not limited to, life insurance and medical insurance), such benefit coverage shall nonetheless be provided to the Executive during the first six months following his separation from service (the “Six Month Period”), provided that, during such Six-Month Period, the Executive pays to the Company, on a monthly basis in advance, an amount equal to the Monthly Cost (as defined below) of such benefit coverage. The Company shall reimburse the Executive for any such payments made by the Executive in a lump sum not later than 30 days following the sixth month anniversary of the Executive’s separation from service. For purposes of this subparagraph, “Monthly Cost” means the minimum dollar amount which, if paid by the Executive on a monthly basis in advance, results in the Executive not being required to recognize any federal income tax on receipt of the benefit coverage during the Six Month Period.

(e) The parties intend that this Agreement will be administered in accordance with Section 409A. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

(f) The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A but do not satisfy an exemption from, or the conditions of, such Section.

[Signature Page To Follow]

IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the date and year first above written.

Innerscope Advertising Agency, Inc.

By:/s/ Mark Moore

Mark Moore,

Chairman

Executive:

/s/ Matthew Moore

Matthew Moore

EX-10.12 5 is1116form10qexh10_12.htm EXHIBIT 10.12

EXHIBIT 10.12

EMPLOYMENT AGREEMENT

WHEREAS, prior to the date hereof the Executive has served as Chief Financial Officer (“CFO”) and Treasurer of the Company as well as a member of the Company’s Board of Directors (the “BOD”); and

NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth in her Agreement, and intending to be legally bound, the Company and the Executive agree as follows:

1. Representations and Warranties. The Executive hereby represents and warrants to the Company that he (i) is not subject to any non-solicitation or non-competition agreement affecting her employment with the Company, (ii) is not subject to any confidentiality or nonuse/nondisclosure agreement affecting her employment with the Company, and (iii) has brought to the Company no trade secrets, confidential business information, documents, or other personal property of a prior employer.

2. Term of Employment.

3. Duties.

(a) General Duties. The Executive shall serve as CFO and Treasurer of the Company, with duties and responsibilities that are customary for such an executive. The Executive shall also perform such other duties as shall be reasonably determined from time to time by the BOD and such services for such subsidiaries of the Company as may be necessary. The Executive shall use her best efforts to perform her duties and discharge her responsibilities pursuant to this Agreement competently, carefully and faithfully.

(b) Devotion of Time. Subject to the last two sentences of this Section 3(b), Executive shall devote a reasonable amount of her business time, attention and energies to the affairs of the Company and its subsidiaries and affiliates as are necessary to perform her duties and responsibilities pursuant to this Agreement. The Executive shall not enter the employ of or serve as a consultant to (other than the agreements with Helix Care (California), Inc. (“Helix”), or in any way perform any services with or without compensation to, any other persons, business, or organization, without the prior consent of the BOD or the shareholders. Notwithstanding the above, the Executive shall be permitted to devote a limited amount of her time, to professional, charitable or similar organizations, including serving as a non-executive director or an advisor to a BOD, committee of any company or organization provided that such activities are not directly or indirectly in conflict with the business of the Company and/or do not interfere with the Executive’s performance of her duties and responsibilities as provided hereunder. If any of these activities present a direct or indirect conflict of interest, Executive shall obtain the permission of the BOD or the shareholders.

(c) Location of Office. The Executive’s principal business office shall be in the Company’s offices in Roseville, California or such other location as shall be mutually agreeable to the Executive and the Company. Executive is not required to perform her job duties at the Company’s offices, but shall work at the Company’s offices as needed to supervise the Company’s employees and ensure the success of the Company.

(d) Adherence to Inside Information Policies. The Executive acknowledges that the Company is publicly-held and, as a result, has implemented inside information policies designed to preclude its executives and those of its subsidiaries from violating the federal securities laws by trading on material, non-public information or passing such information on to others in breach of any duty owed to the Company, or any third party. The Executive shall promptly execute any agreements generally distributed by the Company to its employees requiring such employees to abide by its inside information policies. Executive agrees that prior to selling more than 5% of her stock holdings in any single day, Executive shall consult with the Company’s counsel to ensure compliance with Securities laws.

4. Compensation and Expenses.

(a) Salary. For the services of the Executive to be rendered under this Agreement, the Company shall pay the Executive an annual salary of $125,000 (the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations payable in accordance with the Company’s customary payroll practices.

(b) Bonus. The Executive is eligible to participate in any bonus plan the BOD implements.

(c) Expenses(a). In addition to any compensation received pursuant to this Section 4, the Company will reimburse or advance funds to the Executive for all reasonable documented travel, entertainment and miscellaneous expenses incurred in connection with the performance of her duties under this Agreement, provided that the Executive properly provides a written accounting of such expenses to the Company in accordance with the Company’s practices. Such reimbursement or advances will be made in accordance with policies and procedures of the Company in effect from time to time relating to reimbursement of, or advances to, its executive officers.

5. Benefits.

(a) Paid Time Off. As an executive, time off will not be governed or restricted. The Executive shall take reasonable amounts of time off according to her discretion and with the full consent and approval of the BOD, provided that such activities do not interfere with the Executive’s performance of her duties and responsibilities as provided hereunder. Executive is well aware that he will be available to the Company while on time off (by cell phone and e-mail whenever logistically possible) and will be willing to prematurely end time off as the needs of the Company may dictate (whenever logistically possible).

6. Termination.

(b) Termination for Cause. In the event Executive is terminated for Cause, the Company may terminate this Agreement, and the Executive shall have no right to compensation, severance as defined in Section 6(a) or reimbursement for expenses not directly related to the benefit of the Company, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, any felony (including, but not limited to, any felony involving fraud, moral turpitude, embezzlement or theft in connection with the Executive’s duties or in the course of the Executive’s employment with the Company); (ii) the Executive, in carrying out her duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company; (iv) the Executive breaches her fiduciary duty to the Company resulting in profit to him, directly or indirectly, without the express written permission of the BOD; (v) the Executive materially breaches any agreement with the Company; (vi) the Executive breaches any provision of Section 7 or Section 8; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the Securities and Exchange Commission; (viii) the Executive becomes subject to a cease and desist order or other order issued by the Securities and Exchange Commission after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s BOD at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of her duties; (xi) the Executive fails to perform her duties under the Agreement by the Executive for any reason other than Section 6(c) of this Agreement.

(c) Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in her customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or her guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to the Executive or her personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination and (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement.

(d) Other Termination.

(A) Any accrued but unpaid Base Salary for services rendered to the date of termination;

(B) Amounts specified in 6(a) of this Agreement but only if terminated without Cause;

Any termination made by the Company under this Agreement shall be approved by the BOD.

(e) Upon (1) voluntary or involuntary termination of the Executive’s employment or (2) the Company’s request at any time during the Executive's employment, the Executive shall (i) provide or return to the Company any and all Company property, including keys, key cards, access cards, security devices, employer credit cards, network access devices, computers, cell phones, smartphones, manuals, work product, thumb drives or other removable information storage devices, and hard drives, and all Company documents and materials belonging to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information or work product, that are in the possession or control of the Executive, whether they were provided to the Executive by the Company or any of its business associates or created by the Executive in connection with her employment by the Company; and (ii) delete or destroy all copies of any such documents and materials not returned to the Company that remain in the Executive’s possession or control, including those stored on any non-Company devices, networks, storage locations and media in the Executive’s possession or control.

7. Non-Solicitation of Employees.

(a) Solicitation of Employees. For two years following Executive’s termination from the Company, for any reason, the Executive agrees that he shall not, directly or indirectly, request, recommend or advise any employee of the Company to terminate her or her employment with the Company, for the purposes of providing services to Executive’s new employer or another Company, or solicit for employment or recommend to any third party the solicitation for employment of any individual who was employed by the Company or any of its subsidiaries and affiliates at any time during the one year period preceding the Executive’s termination of employment. Additionally, Executive agrees that he shall not hire any person who previously worked for the Company for two years following her termination.

(b) Non-disparagement. The Executive agrees that, after the end of her employment, he will refrain from making, in writing or orally, any unfavorable comments about the Company, it Directors, Officers, shareholders, its operations, policies, or procedures that would be likely to injure the Company’s reputation or business prospects; provided, however, that nothing herein shall preclude the Executive from responding truthfully to a lawful subpoena or other compulsory legal process or from providing truthful information otherwise required by law.

(c) No Payment. The Executive acknowledges and agrees that no separate or additional payment will be required to be made to him in consideration of her undertakings in this Section 7, and confirms he has received adequate consideration for such undertakings.

(d) References. References to the Company in this Section 7 shall include the Company’s subsidiaries and affiliates.

(e) Liquidated Damages. The parties recognize and agree that violation of Sections 7, 8, and/or 11 may cause damages that are difficult to quantify to the aggrieved party. In recognition of the difficulty in assessing the damages caused therefrom, Executive and Company agree that in addition to any remedy the arbitrator may order, the violating party of any of the paragraphs mentioned herein shall pay the sum of $10,000.00 to the aggrieved party as a liquidated damage. Where violation of any of Sections 7, 8, and/or 11 is alleged, the party claiming to have been aggrieved shall shoulder the burden of proof.

8. Non-Disclosure of Confidential Information.

(c) Confidentiality. During the Term of this Agreement and following termination of employment, for any reason, the Confidential Information shall be held by the Executive in the strictest confidence and shall not, without the prior express written consent of the Company, be disclosed to any person other than in connection with the Executive’s employment by the Company. The Executive further acknowledges that such Confidential Information as is acquired and used by the Company or its subsidiaries or affiliates is a special, valuable and unique asset. The Executive shall exercise all due and diligent precautions to protect the integrity of the Company’s Confidential Information and to keep it confidential whether it is in written form, on electronic media, oral, or otherwise. The Executive shall not copy any Confidential Information except to the extent necessary to her employment nor remove any Confidential Information or copies thereof from the Company’s premises except to the extent necessary to her employment. All records, files, materials and other Confidential Information obtained by the Executive in the course of her employment with the Company are confidential and proprietary and shall remain the exclusive property of the Company, its customers, or subjects, as the case may be. The Executive shall not, except in connection with and as required by her performance of her duties under this Agreement, for any reason use for her own benefit or the benefit of any person or entity other than the Company or disclose any such Confidential Information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever without the prior express written consent of an executive officer of the Company (excluding the Executive).

(d) References. References to the Company in this Section 8 shall include the Company’s subsidiaries and affiliates.

9. Equitable Relief.

10. Conflicts of Interest. While employed by the Company, the Executive shall not, unless approved by the BOD or the shareholders of the Company, directly or indirectly:

11. Inventions, Ideas, Processes, and Designs. All inventions, ideas, processes, programs, software, and designs (including all improvements) (i) conceived or made by the Executive during the course of her employment with the Company (whether or not actually conceived during regular business hours), and (ii) related to the business of the Company, shall be deemed works made for hire and shall be disclosed in writing promptly to the Company and shall be the sole and exclusive property of the Company, and the Executive hereby assigns any such inventions to the Company. An invention, idea, process, program, software, or design (including an improvement) shall be deemed related to the business of the Company if (a) it was made with the Company’s funds, personnel, equipment, supplies, facilities, or Confidential Information, (b) results from work performed by the Executive for the Company, or (c) pertains to the current business or demonstrably anticipated research or development work of the Company. The Executive shall cooperate with the Company and its attorneys in the preparation of patent and copyright applications for such developments and, upon request, shall promptly assign all such inventions, ideas, processes, and designs to the Company. The decision to file for patent or copyright protection or to maintain such development as a trade secret, or otherwise, shall be in the sole discretion of the Company, and the Executive shall be bound by such decision. The Executive hereby irrevocably assigns to the Company, for no additional consideration, the Executive’s entire right, title and interest in and to all work product and intellectual property rights described by the first sentence of this Section 11, including the right to sue, counterclaim and recover for all past, present and future infringement, misappropriation or dilution thereof, and all rights corresponding thereto throughout the world. Nothing contained in this Agreement shall be construed to reduce or limit the Company's rights, title or interest in any work product or intellectual property rights so as to be less in any respect than the Company would have had in the absence of this Agreement. Exhibit A to this Agreement contains a non-exclusive list of inventions, ideas, processes, and designs which the Executive made or conceived prior to her employment with the Company and which therefore are excluded from the scope of this Agreement. References to the Company in this Section 11 shall include the Company, its subsidiaries and affiliates.

14. Severability.

To the Company: InnerScope Advertising Agency, Inc.

2281 Lava ridge Ct. Ste 130

Roseville, CA 95661

Attn: Mark Moore, Chairman

To the Executive: Matthew Moore

1501 Deer Hollow Way

Roseville, CA 95661

Email: matthewmoore@hearingmed.com

20. Section and Paragraph Headings. The section and paragraph headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

22. Section 409A Compliance.

(c) To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following:

(ii) any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and

(iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

(iii) To the extent that the Six Month Delay Rule applies to the provision of benefits (including, but not limited to, life insurance and medical insurance), such benefit coverage shall nonetheless be provided to the Executive during the first six months following her separation from service (the “Six Month Period”), provided that, during such Six-Month Period, the Executive pays to the Company, on a monthly basis in advance, an amount equal to the Monthly Cost (as defined below) of such benefit coverage. The Company shall reimburse the Executive for any such payments made by the Executive in a lump sum not later than 30 days following the sixth month anniversary of the Executive’s separation from service. For purposes of this subparagraph, “Monthly Cost” means the minimum dollar amount which, if paid by the Executive on a monthly basis in advance, results in the Executive not being required to recognize any federal income tax on receipt of the benefit coverage during the Six Month Period.

[Signature Page To Follow]

IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the date and year first above written.

Innerscope Advertising Agency, Inc.

By:/s/ Mark Moore

Mark Moore,

Chairman

Executive:

/s/ Matthew Moore

Matthew Moore

EX-31.1 6 is1116form10qexh31_1.htm EXHIBIT 31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Matthew Moore, certify that:

1	I have reviewed this Quarterly Report on Form 10-Q of Innerscope Advertising Agency, Inc.;

2	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 21, 2016	/s/Matthew Moore
	Matthew Moore
	Chief Executive Officer
	(Principal Executive Officer)

EX-31.2 7 is1116form10qexh31_2.htm EXHIBIT 31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Kimberly Moore, certify that:

1	I have reviewed this Quarterly Report on Form 10-Q of Innerscope Advertising Agency, Inc.;

2	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 21, 2016	/s/ Kimberly A. Moore
	Kimberly A. Moore
	Chief Financial Officer
	(principal financial officer)

EX-32.1 8 is1116form10qexh32_1.htm EXHIBIT 32.1

EXHIBIT 32.1

Section 1350 Certification

In connection with the Quarterly Report on Form 10-Q of Innerscope Advertising Agency, Inc. (the "Company") for the nine months ended September 30, 2016 as filed with the Securities and Exchange Commission (the "Report"), I, Matthew Moore, Chief Executive Officer, and Kimberly Moore, Chief Financial Officer, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 21, 2016	/s/ Matthew Moore
	Matthew Moore, Chief Executive Officer


Date: November 21, 2016	/s/ Kimberly Moore
	Kimberly Moore, Chief Financial Officer

This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

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193645

83008

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 nine months ended September 30, 2016 and 2015 are not necessarily indicative of future results for the full year. Certain amounts from the 2015 period have been reclassified to conform to the presentation used in the current period.   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. Significant estimates relied upon in preparing these financial statements include collectability of accounts receivable, accounts receivable from a related party and notes receivable from an officer, inventory allowances for slow moving or obsolete inventory and the allocation of our Presidents compensation to the company. 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. If the amount of a deposit at any time exceeds the federally insured amount at a bank, the uninsured portion of the deposit could be lost, in whole or in part, if the bank were to fail. As of September 30, 2016, we had approximately $49,402 in excess of the federally insured limit.   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 services are performed. For the three and nine months ended September 30, 2016, the Company recognized $246,325 into revenue related to the Marketing and Consulting Agreements.  During the same periods the Company recognized zero revenue related to the Store Expansion agreement.   Deferred Revenue   The Company records deferred revenues from the Store Expansion and Consulting Agreements when cash has been received, but the related services have not been provided. Deferred revenue will be recognized when the services are provided and the terms of the agreements have been fulfilled. As of September 30, 2016, the Company has deferred revenue of $377,223 related to the Consulting and Expansion agreements.   Advertising and Marketing Expenses   The Company expenses advertising and marketing costs as incurred. For the three and nine months ended September 30, 2016 and 2015, the Company did not incur any advertising and marketing expenses.   Fair Value of Financial Instruments   The Company's financial instruments consist primarily of cash, amount due from related party (MFHC), 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 September 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.

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 27,000,000 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 (including consulting 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 nine months ended September 30, 2016, approximately 43% and 70%, respectively, of the Companys revenue was generated from a related party, compared to approximately 83% and 82% for the three and nine months ended September 30, 2015, respectively. The Company and the related party agreed to cancel the Marketing Agreement which generated these revenues as a result of the sale by the related party of substantially all of their assets. See note 5.   On October 28, 2016, a majority of the Companys shareholders, based on the Companys Board of Directors (the BOD) recommendation, approved a forward split of the common stock whereby an additional two shares of common stock will be issued for every share of common stock outstanding (the Forward Split). The Company filed Amended and Restated Articles of Incorporation with the State of Nevada on October 31, 2016. All share amounts for all periods presented have been retroactively adjusted to reflect the Forward Split.

NOTE 8 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. As of September 30, 2016, the Company has approximately $49,400 in excess of the insurance limit at one financial institution. 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 nine months ended September 30, 2016 and 2015:     <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 90%; font: 10pt Times New Roman, Times, Serif"> <tr> <td style="color: #000000; text-align: center; vertical-align: bottom"> </td><td style="color: #000000; text-align: center; vertical-align: bottom"> </td> <td colspan="6" style="color: #000000; text-align: center; vertical-align: bottom">Three months ended September 30, </td><td style="color: #000000; text-align: center; vertical-align: bottom"> </td><td style="color: #000000; text-align: center; vertical-align: bottom"> </td> <td colspan="6" style="color: #000000; text-align: center; vertical-align: bottom">Nine months ended September 30, </td><td style="color: #000000; text-align: center; vertical-align: bottom"> </td></tr> <tr> <td style="color: #000000; text-align: left; vertical-align: bottom; border-bottom: Black 1pt solid">Customer</td><td style="color: #000000; text-align: center; vertical-align: bottom"> </td> <td colspan="2" style="color: #000000; text-align: center; vertical-align: bottom; border-bottom: Black 1pt solid">2016</td><td style="color: #000000; text-align: center; vertical-align: bottom"> </td><td style="color: #000000; text-align: center; vertical-align: bottom"> </td> <td colspan="2" style="color: #000000; text-align: center; vertical-align: bottom; border-bottom: Black 1pt solid">2015</td><td style="color: #000000; text-align: center; vertical-align: bottom"> </td><td style="color: #000000; text-align: center; vertical-align: bottom"> </td> <td colspan="2" style="color: #000000; text-align: center; vertical-align: bottom; border-bottom: Black 1pt solid">2016</td><td style="color: #000000; text-align: center; vertical-align: bottom"> </td><td style="color: #000000; text-align: center; vertical-align: bottom"> </td> <td colspan="2" style="color: #000000; text-align: center; vertical-align: bottom; border-bottom: Black 1pt solid">2015</td><td style="color: #000000; text-align: center; vertical-align: bottom"> </td></tr> <tr> <td style="color: #000000; text-align: left"> </td><td style="color: #000000"> </td> <td style="color: #000000; text-align: left"> </td><td style="color: #000000; text-align: right"> </td><td style="color: #000000; text-align: left"> </td><td style="color: #000000"> </td> <td style="color: #000000; text-align: left"> </td><td style="color: #000000; text-align: right"> </td><td style="color: #000000; text-align: left"> </td><td style="color: #000000"> </td> <td style="color: #000000; text-align: left"> </td><td style="color: #000000; text-align: right"> </td><td style="color: #000000; text-align: left"> </td><td style="color: #000000"> </td> <td style="color: #000000; text-align: left"> </td><td style="color: #000000; text-align: right"> </td><td style="color: #000000; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 40%; color: #000000; text-align: left">Customer A</td><td style="width: 3%; color: #000000"> </td> <td style="width: 1%; color: #000000; text-align: left"> </td><td style="width: 10%; color: #000000; text-align: right">57.3</td><td style="width: 1%; color: #000000; text-align: left">%</td><td style="width: 3%; color: #000000"> </td> <td style="width: 1%; color: #000000; text-align: left"> </td><td style="width: 10%; color: #000000; text-align: right">  </td><td style="width: 1%; color: #000000; text-align: left"> </td><td style="width: 3%; color: #000000"> </td> <td style="width: 1%; color: #000000; text-align: left"> </td><td style="width: 10%; color: #000000; text-align: right">30.1</td><td style="width: 1%; color: #000000; text-align: left">%</td><td style="width: 3%; color: #000000"> </td> <td style="width: 1%; color: #000000; text-align: left"> </td><td style="width: 10%; color: #000000; text-align: right">  </td><td style="width: 1%; color: #000000; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="color: #000000; text-align: left">Customer B</td><td style="color: #000000"> </td> <td style="color: #000000; text-align: left"> </td><td style="color: #000000; text-align: right">  </td><td style="color: #000000; text-align: left"> </td><td style="color: #000000"> </td> <td style="color: #000000; text-align: left"> </td><td style="color: #000000; text-align: right">16.9</td><td style="color: #000000; text-align: left">%</td><td style="color: #000000"> </td> <td style="color: #000000; text-align: left"> </td><td style="color: #000000; text-align: right">  </td><td style="color: #000000; text-align: left"> </td><td style="color: #000000"> </td> <td style="color: #000000; text-align: left"> </td><td style="color: #000000; text-align: right">18.1</td><td style="color: #000000; text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="color: #000000; text-align: left; padding-bottom: 1pt">Customer C, related party</td><td style="color: #000000; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; color: #000000; text-align: left"> </td><td style="border-bottom: Black 1pt solid; color: #000000; text-align: right">42.7</td><td style="padding-bottom: 1pt; color: #000000; text-align: left">%</td><td style="color: #000000; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; color: #000000; text-align: left"> </td><td style="border-bottom: Black 1pt solid; color: #000000; text-align: right">83.1</td><td style="padding-bottom: 1pt; color: #000000; text-align: left">%</td><td style="color: #000000; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; color: #000000; text-align: left"> </td><td style="border-bottom: Black 1pt solid; color: #000000; text-align: right">69.9</td><td style="padding-bottom: 1pt; color: #000000; text-align: left">%</td><td style="color: #000000; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; color: #000000; text-align: left"> </td><td style="border-bottom: Black 1pt solid; color: #000000; text-align: right">81.9</td><td style="padding-bottom: 1pt; color: #000000; text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="color: #000000; padding-bottom: 1pt">Total</td><td style="color: #000000; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; color: #000000; text-align: left"> </td><td style="border-bottom: Black 1pt solid; color: #000000; text-align: right">100</td><td style="padding-bottom: 1pt; color: #000000; text-align: left">%</td><td style="color: #000000; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; color: #000000; text-align: left"> </td><td style="border-bottom: Black 1pt solid; color: #000000; text-align: right">100</td><td style="padding-bottom: 1pt; color: #000000; text-align: left">%</td><td style="color: #000000; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; color: #000000; text-align: left"> </td><td style="border-bottom: Black 1pt solid; color: #000000; text-align: right">100</td><td style="padding-bottom: 1pt; color: #000000; text-align: left">%</td><td style="color: #000000; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; color: #000000; text-align: left"> </td><td style="border-bottom: Black 1pt solid; color: #000000; text-align: right">100</td><td style="padding-bottom: 1pt; color: #000000; text-align: left">%</td></tr> </table>   Accounts receivable of $18,696 and $99,496 as of September 30, 2016 and December 31, 2015 respectively, is due from a related party.

NOTE 4 NOTE RECEIVABLE, OFFICER   On April 1, and June 25, 2013, in exchange for two notes receivable, 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 $231 was recorded for the three and nine months ended September 30, 2016 and 2015, respectively. As of September 30, 2016 and December 31, 2015, notes and interest receivable, related party was $21,541 and $21,311, respectively.

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 $231 for the three and nine months ended September 30, 2016 and 2015. Pursuant to a Marketing Agreement (cancelled August 5, 2016), the Company provided marketing programs to promote and sell hearing aid instruments and related devices to Moore Family Hearing Company (MFHC). MFHC owned and operated retail hearing aid stores. Based on common control of MFHC and the Company, all transactions with MFHC are classified as related party transactions. On August 8, 2016, in consideration of $128,000 (the Cancellation Fee), MFHC and the Company agreed to cancel the Marketing Agreement as a result of the sale by MFHC of substantially all of their assets. On August 11, MFHC paid $229,622 to the Company (inclusive of the balance owed as of June 30, 2016, the Cancellation Fee and other related party activity).   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 and one store was added July 1, 2015, resulting in revenues of $182,400 and $528,000 for the three and nine months ended September 30, 2015, respectively. From January 1, 2016 thru August 5, 2016, there were 20 stores resulting in revenue of $74,667 and $458,667 for the three and nine months ended September 30, 2016. Also, during the three and nine months ended September 30, 2016, the Company invoiced MFHC $92,108 and $330,353, respectively, for the production, printing and mailing of direct mail advertising materials. Lastly, the Company recognized $128,000 from the Cancellation Fee of the Marketing Agreement as related party income for the three and nine months ended September 30, 2016. The Company has offset the accounts receivable owed from MFHC for expenses of the Company that have been paid by MFHC. As a result of these payments in addition to MFHCs payments to the Company during the nine months ended September 30, 2016, the balance due from MFHC as of September 30, 2016 and December 31, 2015 is $18,696 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 nine months ended September 30, 2016 and 2015, the Company expensed $4,500 and $13,500 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 nine months ended September 30, 2016, the Company expensed $15,078, respectively, related to this lease.   Effective August 1, 2016 the Company began compensating the CEO and CFO $225,000 and $125,000, respectively. The Company is currently negotiating the terms and condition of an employment contracts for the CEO and CFO including the annual salary as stated.   For the three and nine months ending September 30, 2016 and 2015, the Companys President was being compensated from MFHC, as he also held a position with MFHC. Prior to August 1, 2016, the Company estimated the portion of the Presidents salary that should be allocated to the Company, and subsequent to August 1, 2016, the Company agreed to compensation of $225,000 per year. Accordingly, the Company has expensed $37,500 and $60,791 for the President, for the three and nine months ended September 30, 2016, respectively and $13,125 and $36,790 for the three and nine months ended September 30, 2015, respectively. Effective August 1, 2016, the Company agreed to compensate our Chief Financial Officer $125,000 per annum. For the three and nine months ended September 30, 2016, the Company recognized $20,833 of expense.   In September 2016, certain of the Companys stockholders organized a new limited liability company in the state of California. As of September 30, 2016, the Company advanced the related party $441,000 based on proposed consulting services. In October 2016, the Company advanced an additional $229,500 to the related party based on proposed consulting services. In November 2016, the related party returned $610,500 as the Company and the related party decided not to follow through with the consulting agreements. The difference of the amount advanced of $670,500 and the amount returned to the Company of $610,500, will be deducted from payments due the same stockholder(s).   In November 2016, our Chairman formed a California limited liability Company (LLC), for the purpose of providing consulting services to the Company. The Company intends to enter into an agreement with the LLC and to pay the LLC $375,000 prior to November 30, 2016 and $519,000 on or before February 1, 2017 for consulting services provided and to be provided. For the three and nine months ended September 30, 2016, the Company accrued commissions payable of $318,000. Of the $318,000 amount accrued, $91,666 was recognized as commissions expense- related party for the three and nine months ended September 30, 2016, and the remaining $226,334 was recorded as deferred commissions as of September 30, 2016, as amounts owed but not yet earned.

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 2,940,000 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 nine months ended September 30, 2016 and 2015, respectively, the Company has recorded expenses of $7,500 and $22,500 in professional fees.   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). 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 for all physical plant and marketing details for new store openings during the initial term of six-months. The Company will recognize revenue as each new store opens under this portion of the agreement. For the three and nine months ended September 30, 2016, no new stores were opened and accordingly, no revenue was recognized.   In addition to the consulting fees under the Store Expansion Consulting Agreement, the Company is also eligible for an earn out fee for each new location that opens during the consulting period, and becomes profitable within six months of its opening date. No revenue was recognized under this portion of the agreement during the three and nine months ended September 30, 2016.   Also on August 5, 2016, the Company and the Moores entered into a Consulting Agreement (the Consulting Agreement) with the same party as the Store Expansion Agreement. Under the Consulting Agreement, including the Non-Compete provision covering a ten mile radius of any retail store, the Company and the Moores will provide unlimited licensing of the Intela-Hear brand name, exclusive access to the Aware aural rehab program within 10 miles of retail stores, exclusive territory of all services within 10 miles of 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. The Company recognized $152,777 of revenue from the Consulting Agreement for the three and nine months ended September 30, 2016.   Effective August 5, 2016, the Company entered into a Marketing Agreement (the Marketing Agreement). Pursuant to the Marketing Agreement, the Company will provide marketing concepts and designs to promote its products and use the Companys advertising services for an initial six month period. Pursuant to the Marketing Agreement and the current structure, the Company will receive $50,000 per month. The Marketing Agreement may be renewed for additional six month periods, and either party may terminate the Marketing Agreement by providing sixty days notice to the other party, or for non-performance upon written notice, granting a 5 day period to cure the non-performance. For the three and nine months ended September 30, 2016, the Company recognized $93,548 of revenue from the Marketing Agreement.

NOTE 7 STOCKHOLDERS EQUITY   COMMON STOCK   The Company has 225,000,000 authorized shares of $0.0001 common stock. As of September 30, 2016 and December 31, 2015, there are 60,906,000 shares of common stock outstanding. On October 28, 2016, a majority of the Companys shareholders, based on the Companys Board of Directors (the BOD) recommendation approved a forward split of the common stock whereby an additional two shares of common stock will be issued for every share of common stock outstanding (the Forward Split). The Company filed Amended and Restated Articles of Incorporation with the State of Nevada on October 31, 2016. All share amounts for all periods presented have been retroactively adjusted to reflect the Forward Split.   PREFERRED STOCK   The Company has 25,000,000 authorized shares of $0.0001 preferred stock. As of September 30, 2016 and December 31, 2015 there were no shares of preferred stock issued and outstanding.

NOTE 3 GOING CONCERN AND MANAGEMENTS PLANS   The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. During the nine months ended September 30, 2016 the Company had net income of $61,443 and generated cash of $193,645 in operations. Through August 5, 2016, the Company was dependent on the Marketing Agreement with MFHC, (the Company and MFHC agreed to cancel the Marketing Agreement which generated these revenues as a result of the sale by MFHC of substantially all of their assets) and is now dependent on the Consulting, Store Expansion and Marketing Agreements. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.    Managements Plans   The Companys plans include the realization of the Expansion Agreement, Consulting Agreement and Marketing Agreement to provide the Company with working capital. The Company plans also include setting up an alliance (the Alliance). 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 Alliance will setup members to sell private label hearing devices that are manufactured and shipped by GN ReSound.

NOTE 9 SUBSEQUENT EVENTS   On October 28, 2016, a majority of the Companys shareholders, based on the Companys Board of Directors (the BOD) recommendation approved a forward split of the common stock whereby an additional two shares of common stock will be issued for every share of common stock outstanding (the Forward Split). On October 31, 2016, the Company filed Amended and Restated Articles of Incorporation with the Secretary of State of Nevada. The forward split shares were issued November 3, 2016.   In November 2016, our Chairman formed a California limited liability Company, for the purpose of providing consulting services to the Company (See Note 5).   On November 15, 2016, the Company entered into an employment agreement with our CEO and CFO which includes an annual base salary of $225,000 and $125,000, respectively.

68614

45707

441000

318000

58333

64455

377223

495654

241752

34699

105634

816409

448066

184898

539034

91666

-45707

-441000

318000

58333

377223

193645

83008

-226334

226334

-226334

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Is Entity a Voluntary Filer? Is Entity's Reporting Status Current? Entity Filer Category Entity Public Float Entity Common Stock, Shares Outstanding Document Fiscal Period Focus Document Fiscal Year Focus Statement of Financial Position [Abstract] ASSETS Current Assets: Cash and cash equivalents Accounts receivable, net Deferred commissions - stockholder Prepaid assets Inventory Notes and interest receivable, officer Accounts receivable from related party Advances to affiliate Total current assets Security Deposit Total assets LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable and accrued expenses Commissions payable - stockholder Officer salaries payable Income tax payable Deferred revenue Total liabilities Commitments and contingencies Stockholders' Equity: Common stock, $0.0001 par value; 225,000,000 shares authorized; 60,906,000 shares issued and outstanding Preferred stock, $0.0001 par value; 25,000,000 shares authorized; no shares issued Additional paid-in capital Retained earnings Total stockholders' equity Total liabilities and stockholders' equity Common stock, par value Common stock, shares authorized Common stock, shares issued Common stock, shares outstanding Preferred stock, par value Preferred stock, shares authorized Preferred stock, shares issued Preferred stock, shares outstanding Income Statement [Abstract] Revenues: Revenues, related party Revenues, other Total revenues Cost of sales Gross profit Operating Expenses: Compensation and benefits Professional fees Rent, related party Commissions, stockholder Other general and administrative Total operating expenses Income from operations Other (expense) income: Interest income, officer Interest expense Total other expense (income), net Income before income taxes Income tax provision Net income Basic and diluted income per share Weighted average number of common shares outstanding Basic and diluted Statement of Cash Flows [Abstract] Cash flows from operating activities: Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities Security deposit used for rent payment Changes in operating assets and liabilities: Decrease (increase) in Interest receivable, related party Decrease (increase) in Accounts receivable Decrease (increase) in Inventory Decrease (increase) in Deferred Commissions - stockholder Decrease (increase) in Prepaid assets (including $226,334 deferred commissions - stockholder) Decrease (increase) in Advances to affiliate Decrease (increase) in Due from related party Increase (decrease) in accounts payable and accrued expenses Increase (decrease) in Commissions payable, stockholder Increase (decrease) in Officer salaries payable Increase (decrease) in Deferred revenue Net cash provided by operating activities Net increase in cash and cash equivalents Cash and cash equivalents, Beginning of period Cash and cash equivalents, End of period Supplemental disclosure of cash flow information: Cash paid for interest Cash paid for income taxes Decrease (increase) in deferred commissions - stockholder included in $226,334 Organization, Consolidation and Presentation of Financial Statements [Abstract] ORGANIZATION Accounting Policies [Abstract] SUMMARY OF SIGNIFICANT ACCOUNTING PROUNCEMENTS GOING CONCERN AND MANAGEMENT'S PLANS Receivables [Abstract] NOTE RECEIVABLE, OFFICER Related Party Transactions [Abstract] RELATED PARTY TRANSACTIONS Commitments and Contingencies Disclosure [Abstract] COMMITMENTS AND CONTINGENCIES Equity [Abstract] STOCKHOLDERS' EQUITY Risks and Uncertainties [Abstract] SALES CONCENTRATION AND CONCENTRATION OF CREDIT RISK Subsequent Events [Abstract] SUBSEQUENT EVENTS Assets, Current Assets Liabilities, Current Stockholders' Equity Attributable to Parent Liabilities and Equity Revenues Gross Profit Operating Expenses Income (Loss) from Continuing Operations Attributable to Parent Other Nonoperating Income (Expense) Income (Loss) from Continuing Operations before Income Taxes, Domestic Cash and Cash Equivalents, Period Increase (Decrease) EX-101.PRE 14 is-20160930_pre.xml XBRL PRESENTATION FILE XML 15 R1.htm IDEA: XBRL DOCUMENT

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2016	Nov. 18, 2016
Document And Entity Information
Entity Registrant Name	Innerscope Advertising Agency, Inc.
Entity Central Index Key	0001609139
Document Type	10-Q
Document Period End Date	Sep. 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		60,906,000
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2016

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CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Current Assets:
Cash and cash equivalents	$ 261,486	$ 67,841
Accounts receivable, net	68,614
Deferred commissions - stockholder	226,334
Prepaid assets	45,707
Inventory	9,486
Notes and interest receivable, officer	21,541	21,311
Accounts receivable from related party	18,696	99,496
Advances to affiliate	441,000
Total current assets	1,092,865	188,648
Security Deposit		7,026
Total assets	1,092,865	195,674
Current Liabilities:
Accounts payable and accrued expenses	46,635	28,898
Commissions payable - stockholder	318,000
Officer salaries payable	58,333
Income tax payable	64,455
Deferred revenue	377,223
Total liabilities	864,646	28,898
Stockholders' Equity:
Common stock, $0.0001 par value; 225,000,000 shares authorized; 60,906,000 shares issued and outstanding	6,090	6,090
Preferred stock, $0.0001 par value; 25,000,000 shares authorized; no shares issued
Additional paid-in capital	104,110	104,110
Retained earnings	118,019	56,576
Total stockholders' equity	228,219	166,776
Total liabilities and stockholders' equity	$ 1,092,865	$ 195,674

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	225,000,000	225,000,000
Common stock, shares issued	60,906,000	60,906,000
Common stock, shares outstanding	60,906,000	60,906,000
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

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Revenues:
Revenues, related party	$ 294,775	$ 182,400	$ 917,020	$ 528,000
Revenues, other	395,043	37,197	395,043	116,668
Total revenues	689,818	219,597	1,312,063	644,668
Cost of sales	241,752	34,699	495,654	105,634
Gross profit	448,066	184,898	816,409	539,034
Operating Expenses:
Compensation and benefits	149,056	106,287	441,397	339,456
Professional fees	27,785	17,166	92,734	42,692
Rent, related party	4,500	13,500	28,578	40,500
Commissions, stockholder	91,666		91,666
Other general and administrative	20,582	5,259	28,490	11,814
Total operating expenses	293,589	142,212	682,865	434,462
Income from operations	154,477	42,686	133,544	104,572
Other (expense) income:
Interest income, officer	77	76	231	230
Interest expense	(2,264)		(10,785)
Total other expense (income), net	(2,187)	76	(10,554)	230
Income before income taxes	152,290	42,762	122,990	104,802
Income tax provision	61,547		61,547
Net income	$ 90,743	$ 42,762	$ 61,443	$ 104,802
Basic and diluted income per share	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Weighted average number of common shares outstanding Basic and diluted	60,906,000	60,906,000	60,906,000	60,906,000

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash flows from operating activities:
Net income	$ 61,443	$ 104,802
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:
Decrease (increase) in Interest receivable, related party	(231)	(231)
Decrease (increase) in Accounts receivable	(68,614)
Decrease (increase) in Inventory	(9,486)
Decrease (increase) in Deferred Commissions - stockholder	(226,334)
Decrease (increase) in Prepaid assets (including $226,334 deferred commissions - stockholder)	(45,707)
Decrease (increase) in Advances to affiliate	(441,000)
Decrease (increase) in Due from related party	80,800	(18,596)
Increase (decrease) in accounts payable and accrued expenses	82,192	(2,968)
Increase (decrease) in Commissions payable, stockholder	318,000
Increase (decrease) in Officer salaries payable	58,333
Increase (decrease) in Deferred revenue	377,223
Net cash provided by operating activities	193,645	83,008
Net increase in cash and cash equivalents	193,645	83,008
Cash and cash equivalents, Beginning of period	67,841	972
Cash and cash equivalents, End of period	261,486	83,980
Supplemental disclosure of cash flow information:
Cash paid for interest	10,785
Cash paid for income taxes	$ 24,758

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Statement of Cash Flows [Abstract]
Decrease (increase) in deferred commissions - stockholder included in $226,334	$ (226,334)

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ORGANIZATION

9 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION

NOTE 1 - ORGANIZATION

Business

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SUMMARY OF SIGNIFICANT ACCOUNTING PROUNCEMENTS

9 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING PROUNCEMENTS

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRONOUNCEMENTS

Basis of Presentation and Principles of Consolidation

Emerging Growth Companies

Use of Estimates

Cash and Cash Equivalents

Revenue Recognition

Deferred Revenue

Advertising and Marketing Expenses

The Company expenses advertising and marketing costs as incurred. For the three and nine months ended September 30, 2016 and 2015, the Company did not incur any advertising and marketing expenses.

Fair Value of Financial Instruments

Income Taxes

Earnings (Loss) Per Share

Recent Accounting Pronouncements

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GOING CONCERN AND MANAGEMENT'S PLANS

9 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN AND MANAGEMENT'S PLANS

NOTE 3 – GOING CONCERN AND MANAGEMENT’S PLANS

Management’s Plans

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NOTE RECEIVABLE, OFFICER

9 Months Ended

Sep. 30, 2016

Receivables [Abstract]

NOTE RECEIVABLE, OFFICER

NOTE 4 – NOTE RECEIVABLE, OFFICER

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RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2016

RELATED PARTY TRANSACTIONS

NOTE 5 – RELATED PARTY TRANSACTIONS

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References + Details

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2016

Commitments and contingencies

COMMITMENTS AND CONTINGENCIES

NOTE 6– COMMITMENTS AND CONTINGENCIES

Lease Agreements

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

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STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2016

Equity [Abstract]

STOCKHOLDERS' EQUITY

NOTE 7 – STOCKHOLDERS’ EQUITY

COMMON STOCK

PREFERRED STOCK

The Company has 25,000,000 authorized shares of $0.0001 preferred stock. As of September 30, 2016 and December 31, 2015 there were no shares of preferred stock issued and outstanding.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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+ Details

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SALES CONCENTRATION AND CONCENTRATION OF CREDIT RISK

9 Months Ended

Sep. 30, 2016

Risks and Uncertainties [Abstract]

SALES CONCENTRATION AND CONCENTRATION OF CREDIT RISK

NOTE 8 – SALES CONCENTRATION AND CONCENTRATION OF CREDIT RISK

Cash

Sales Concentration

Following is a summary of customers who accounted for more than ten percent (10%) of the Company’s revenues for the three and nine months ended September 30, 2016 and 2015:

	Three months ended September 30,						Nine months ended September 30,
Customer	2016			2015			2016			2015

Customer A		57.3	%		—			30.1	%		—
Customer B		—			16.9	%		—			18.1	%
Customer C, related party		42.7	%		83.1	%		69.9	%		81.9	%
Total		100	%		100	%		100	%		100	%

Accounts receivable of $18,696 and $99,496 as of September 30, 2016 and December 31, 2015 respectively, is due from a related party.

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2016

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 9 – SUBSEQUENT EVENTS

In November 2016, our Chairman formed a California limited liability Company, for the purpose of providing consulting services to the Company (See Note 5).

On November 15, 2016, the Company entered into an employment agreement with our CEO and CFO which includes an annual base salary of $225,000 and $125,000, respectively.

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