Tuesday’s NEWS: Penny Stock ACQUISTIONS — $GPLS, $BWTX, $MMMB, $ILLU, $INND

Geopulse Exploration Acquires Growth Circle, Inc.

Aug 22, 2017
OTC Disclosure & News Service

Los Angeles, Calif, Aug. 22, 2017 (GLOBE NEWSWIRE) — Geopulse Exploration, Inc. (OTC Pink: GPLS) is pleased to announce that it has acquired Growth Circle, Inc. Growth Circle develops and distributes marketing and financial content for emerging growth companies including medicinal cannabis related entities. Marcus Laun, its president, has been appointed the new CEO of Geopulse Exploration.

Geopulse Exploration has divested itself of its subsidiary, Dakota Energy Resources Corp.

About Growth Circle

Growth Circle, Inc. develops and distributes marketing and financial content for emerging growth companies including medicinal cannabis related entities. The Company’s flagship product is a documentary style video of its Client’s management teams – explaining the motivation and vision of management – with a focus on the investment merits of the Company. The Company’s Nvestly.com platform is a community of active investors sharing trading ideas where the trades become the content.


Bakken Water Acquires Dakota Energy Resources Corp.

Aug 22, 2017
OTC Disclosure & News Service

Minot, ND, Aug. 22, 2017 (GLOBE NEWSWIRE) — Bakken Water Transfer Services, Inc. (OTC Pink: BWTX) is pleased to announce that it has acquired Dakota Energy Resources Corp., an independent supplier of surface water to shale oil producers in North Dakota’s Bakken Region. Dakota Energy has 21 contracted sources of which 12 are currently permitted for use. This acquisition elevates Bakken’s position as an independent supplier of surface water in the region. Mike Childs will remain as Dakota’s president and oversee all water operations for Bakken.

About Bakken Water Transfer Services, Inc.

Bakken Water Transfer Services, Inc. is an oilfield service company with operations focused currently in the Bakken Shale Region of North Dakota. The company provides, sells, locates and transports surface water to shale oil producers at affordable prices. Bakken Water Transfer Services Inc. common stock trades on the OTC Pink marketplace under the ticker symbol “BWTX.”’


MamaMancini’s Signs LOI to Acquire Manufacturing Operations

Proposed transaction is expected to be immediately accretive and increase EBITDA by $1.5 to $2.0 million in first year

EAST RUTHERFORD, NJ–(Marketwired – Aug 22, 2017) – MamaMancini’s Holdings, Inc. (the “Company” or “MamaMancini’s”) (OTCQB: MMMB), a marketer of specialty pre-prepared, frozen and refrigerated all natural food products (as defined by the United States Department of Agriculture), today announced that it had signed a Letter of Intent (“LOI”) to acquire Joseph Epstein Food Enterprises, Inc. (“JEFE”), a manufacturer of food products, which has been the sole manufacturer of the Company’s products since inception. Under the agreed terms, no cash would be exchanged between the parties. JEFE is presently owned by the Chief Executive Officer and President of the Company, who in the aggregate owns approximately 44% of the Company’s common stock.

The transaction had been under consideration by the Company’s independent Strategic Alternatives Committee of its Board for more than a year. The Company believes that the transaction on a pro-forma basis reduces Cost of Goods Sold and is accretive to the Company both in terms of Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), (a non-GAAP financial measure) and Net Profit in the range of $1.5 to $2.0 million over the next twelve (12) months.

The transaction locks-in increasing profits consistent with the company’s growth plans, provides the Company with control over the manufacturing of its primary products, simplifies organizational processes and eliminates related-party transactions which historically have contributed to investor confusion.

Under the terms of the Letter of Intent, the transaction would be completed on a non-dilutive basis without any cash or stock passing to the shareholders of JEFE. The principal consideration for the transaction would be the cancellation of approximately $2 million of inter-company debt and the assumption of approximately $2.7 million of accrued expenses accounts payable and outstanding debt.

In considering the transaction, the Strategic Alternatives Committee had obtained an independent professional outside appraisal of JEFE on both a freestanding and combined basis. On a conservative basis, the Committee concluded that the value of JEFE significantly exceeded the consideration the Company would pay pursuant to the terms of the proposed transaction. While the transaction will increase Company debt and reduce net worth in the short term, the Committee and the Board of Directors believed that the benefits of this transaction significantly outweighed these considerations and would bring meaningful value accretion to the Company and its shareholders.

The Company intends to complete this transaction by November 1, 2017 and it is subject to the completion of due diligence (including the receipt of JEFE audited financial statements for a two-year period) and drafting and execution of a definitive merger agreement and related transaction documents.

About MamaMancini’s
MamaMancini’s is a marketer and distributor of a line of beef meatballs and turkey meatballs all with sauce, five cheese stuffed beef and turkey meatballs all with sauce, original beef and turkey meatloaves, chicken parmesan, stuffed peppers and other similar Italian cuisine products. The Company’s sales have been growing on a consistent basis as the Company expands its distribution channel, which includes major retailers and distributors such as Costco, Publix, Shop Rite, Jewel, Save Mart, Lucky’s, Lunds and Byerlys, SuperValu, Safeway, Albertsons, SpartanNash, Bashas, Whole Foods Market, Hy-Vee, Shaw’s, Kings, Roche Bros., Key Foods, Stop & Shop, Giant, Giant Eagle, Foodtown, Randalls, Krogers, Shoppers,, King Kullen, Lowes, Central Market, Weis Markets, Ingles, Food City, The Fresh Market. Sysco, Burris Foods, C&S, and Driscoll Foods. The Company sells a variety of its products on air and on line on QVC, the worlds largest direct to consumer marketer.


Grom Social Begins Trading Publicly

Illumination America (“OTCQB: “ILLU”) today announced that it has completed its acquisition of Grom Holdings, Inc. (“Grom”). Illumination agreed to acquire all of the issued and outstanding common shares of Grom in exchange for the issuance of an aggregate of 110,853,883 “restricted” shares of its common stock, representing approximately 92% of Illumination’s issued and outstanding shares. Additionally, concurrent with the closing of the transaction, Illumination has changed its name to “Grom Social Enterprises, Inc.”

The Company will now operate primarily through four wholly owned subsidiaries, including Grom Social, Inc., TD Holdings Limited, Grom Educational Services, Inc., and Grom Nutritional Services, Inc. Grom Social, Inc. is a Florida corporation which operates a safe social media network for children. TD Holdings Limited, which Grom acquired in July 2016, is a Hong Kong corporation and the parent company of Top Draw Animation, Inc., a corporation formed and operating in Manila, Philippines, which operates an animation business. Grom Educational Services operates the Company’s NetSpective WebFiltering services that is provided to schools and libraries; and Grom Nutritional Services, Inc. is a corporation through which the Company intends to market and distribute four flavors of a nutritional fruit supplement to children by the end of 2017. Illumination America LLC is where the Company will operate its existing LED business until such time as a decision is made as to the future of this business.

Darren Marks, Grom’s Chairman and new CEO of Grom Social Enterprises, stated, “Management is incredibly excited about our transition to a public company. This is an important part of our growth strategy. During the past five years our management team and Grom employees have worked diligently to implement the various Grom business plans. We believe we have built a formidable company that includes our core Grom Social website and other Company owned platforms. Since inception in 2012, Grom Social’s website has grown to over 5 million total users between the ages of five and 16 in over 200 countries, as well as millions of parents, teachers and guardian users. In addition, the Company’s TDA Animation subsidiary produces original 2D animated content for Grom, as well as for top tier mass media entertainment companies worldwide. The Company’s web filtering services provides internet security services to nearly 2 million children in 3,700 schools. The Company also provides its MamaBear child safety application in which a parent can follow and protect their child’s online presence by monitoring their social networking and social media accounts.

“As a public company, we hope to create shareholder value, access available capital, and obtain the broader recognition that will help us achieve our objective of offering kids a safe environment to play, chat and be entertained while learning to be good digital citizens.”

Mr. Marks continued, “Our primary focus as a company has been to continue producing a wide variety of unique children’s content, in order to become a leader in the entertainment, and online social media and social network service marketplace. Finally, I want to thank our shareholder base who have patiently and confidently supported us and helped us achieve this significant milestone without the need for any toxic, dilutive or expensive venture capital financings.”

About Grom Social Enterprises, Inc.

Grom Social Enterprises, Inc. owns and operates Grom Social, a safe social media platform for kids between the ages of five and 16. Since our beginnings in 2012, Grom Social has attracted kids and parents with the promise of a safe and secure environment where their kids can be entertained and can interact with their peers while learning good digital citizenship.

The Company also owns and operates Top Draw Animation, Inc., an award-winning Manila, Philippines based animation company which produces 2D animated content for Grom Social. TDA is recognized by producers and broadcasters as a provider of quality television animation and currently provides services to many high-profile properties, including Tom and Jerry, My Little Pony and Disney Animation’s Penn Zero: Part-Time Hero.

In addition, the Company’s Grom Educational Services subsidiary provides web filtering services to an additional two million children across 3,700 schools and libraries, and its Grom Nutritional Services subsidiary is in the process of producing healthy nutritional supplements for children.

For more information please visit Grom’s website at www.gromsocial.com.


InnerScope Advertising Agency, Inc. Announces LOI to Acquire AUDserv, Inc.

Stock Symbol INND

ROSEVILLE, CA–(Marketwired – August 22, 2017) – InnerScope Advertising Agency, Inc. (OTCQB: INND) has entered into a Letter of Intent to acquire 100% of the outstanding shares of AUDserv, Inc. (“AUDserv”). AUDserv through three operating divisions had 2016 revenue of over $1M (unaudited), operating predominantly in the business to business sector, with hundreds of clients, a highly scalable SaaS (Software as a Service) based practice management platform, and key infrastructure.

AUDserv owns Prism Connect, a SaaS based Patient Management System (PMS) software program created and designed by an Audiologist, specifically to fill a much-needed clinical gap solved in other multidiscipline software programs, customized for Audiology. It allows audiological retail clinics to better manage their day-to-day operations, through efficient clinical workflow, patient follow up and logical organization of data.

Currently used by 200+ hearing health-care providers and or their staff, Prism Connect is the only PMS software platform that delivers a comprehensive business solution that is easy for any front desk staff to use. Once the data is uploaded, Prism Connect seamlessly integrates the needs of the audiologist, management, patient and marketing. Prism Connect also provides a link (“Prism ENT”) between an electronic medical record (EMR) system, containing patient’s medical history, giving the audiology clinic a “Best-In-Class” PMS, while seamlessly integrating the schedule and patient files of the clinics patient management platform. EMR systems are not designed for Audiology and the records are often not integrated. Prism ENT solves that problem by linking the two platforms.

Another division of AUDserv is the Prism Buying Group (“PBG”). PBG has in place agreements with most of the major hearing aid manufactures for discounts on hearing aids and hearing aid related accessories and has established an expandable revenue program of consistent transactions of products and services.

Matt Moore, INND CEO states, “the recent acquisition of Sycle LLC for their Sycle.net SaaS based PMS audiology management system, by Cochlear Ltd. for $78 million was not lost on us. We believe the business metrics that drove that valuation are achievable by INND.” He goes on to add “this propels our scalable business model, adds revenue and a strong and growing client base, critical infrastructure and industry talent to rapidly grow this business. This is truly a complimentary acquisition.” Charlie Stone, Doctor of Audiology (“Au.D.”), a AUDserv stakeholder and a Hearing Industry Icon states, “Today, AUDserv has chosen to join forces with INND and the co-founders, Matt Moore and Mark Moore, to expand the original vision and mission for AUDserv and Prism. We believe INND has the ability and the passion to work with myself and other stakeholders of AUDserv to expand Prism Connect, the Prism Buying Group, and Retail expansion throughout the country. Personally, I look forward to working together with INND in growing this synergistic relationship between INND and AUDserv.”

About InnerScope Advertising Agency, Inc.

InnerScope Advertising Agency, Inc. (OTCQB: INND) is a Nevada Corporation incorporated in June 2012, with its principal place of business in Roseville, California. Initially formed to monetize the experience of our founders in generating traffic through the front doors of hearing aid dispensing practices by providing advertising and marketing and design services that are unique to the industry. The company also provides consulting services including store set-up, customer relations management and sales techniques, all to take advantage of the customers acquired in the course of the advertising and marketing campaigns. The Company has created the “Alliance” program, enabling independent hearing aid practitioners to leverage their collective purchasing power of hearing devices by grouping together and aggregating their purchases. INND plans to become a leader in audiology protocols that address auditory processing disorders in children, as well as the cognitive and balance needs of the aging population. We already provide auditory rehab training utilizing our interactive computer-based software program called Aware™, a self-assessment and training module that helps individuals work through simple to difficult auditory skills. The Company is dedicated to serving the audiology and the retail hearing aid dispensing community and have developed a program to contribute to various hearing aid focused charities. For more information, please visit www.innd.com

About AUDserv, Inc.

AUDserv, Inc. is a Delaware Corporation incorporated in September 2011, with its principal place of business in Plymouth, Minnesota. AUDserv is comprised of a seasoned team of professionals with many years of experience in the hearing aid industry, including successful operations in hearing aid manufacturing and retail store management. The team members have specialty skills in clinical audiology, extended warranty and loss replacement insurance for hearing devices, office management, clinical sales skills, business and accounting, as well as, all forms of retail marketing. Our collective business acumen and focus on excellence in practice has provided us with a reputation of dedication and integrity within the industry. In addition, members sit on the Board of Directors of several Au.D. university programs and have ties to professional organizations representing the industry. AUDserv has 3 operating divisions, PRISM Connect (a SaaS based Patient Management System “PMS”), PRISM Buying Group, and Hearing Aid Clinic Retail Expansion. On PRISM Connect, AUDserv offers a unified software and marketing package that securely stores a clinic’s crucial patient data, while helping the clinic foster strong patient relationships and positive customer service experiences. By using AUDserv Software-as-a-Service (SaaS) approach, the clinic will be able to fully leverage the power of their patient database. Prism’s mission is to expand market share of its proven software while adding peripheral profit centers in marketing, accounting, office management and sales staff training. For more information, please visit www.prismhearingsolutions.com

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