All Marketing Solutions, Inc. (fka PTPF)

[ziggy7796]

Sorry Shell King.....It appears the old uppr mgmt (Barry and Gordo) did not pass the litmus test with sprizzi CEO Mike Breault so the deal was terminated...IMHO ...It came down to fiduciary trust between Mike and the old uppr management. Uppr to the best of my knowledge currently has no current products and will keep dropping in share price until another company buys the rights to be on the penny stock board. Finally...here is the Sprizzi CEO letter to shareholders that killed the deal......I will follow sprizzi and update when they go public!

cheers ......ziggy

Sprizzi Drink Co.
897 Via Lata #B
Colton, California 92324
August 23rd, 2016
Re: Termination of Merger Agreement with Upper Street Marketing, Inc.
Dear Stockholders:
As you are aware, Sprizzi Drink Co., a Nevada corporation (the “Company”), has been actively
working towards the fulfillment of certain conditions set forth in an Agreement and Plan of Merger (the
“Merger Agreement”) by and among the Company, Upper Street Marketing, Inc., an Oklahoma
corporation (“Upper Street”), and UPPR Acquisition Corp., a newly-formed Nevada corporation and a
wholly owned subsidiary of Upper Street, pursuant to which, and subject to the terms and conditions
thereof, Merger Sub would be merged with and into the Company (the “Merger”), with the Company
surviving as a subsidiary of Upper Street.
At a special meeting (the “Special Meeting”) of the stockholders held on July 5, 2016, the Merger
was approved by greater than a majority of the stockholders of the Company. Since the Special Meeting,
further diligence efforts on the part of the Company have lead us to conclude that, due to certain
incongruences between the Company and Upper Street, it would not be in the best interests of the
Company and its stockholders to consummate the Merger at this time. In addition, as certain conditions
required to be fulfilled by Upper Street prior to the closing of the Merger have not been met, the Merger
Agreement automatically terminated as of July 31, 2016.
The Board of Directors is currently seeking alternative sources of financing, including a private
offering of the Company’s debt or equity securities, and remains confident that the Company will be
successful in achieving its business goals through the remainder of 2016 and beyond.
Sincerely,
/s/ Michael Breault
Michael Breault
President and Chief Executive Officer