UPPR SHAREHOLDER LAWSUIT:
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF OKLAHOMA
JAMES JANIS , AND §
KEITH THOMAS, §
§
Plaintiffs, §
§ Civil Action No.: 4:20-cv-00193-TCK-JFJ
v. §
§
(1) JOSEPH EARLE; §
(2) GORDANMCDOUGALL; §
(3) MARK LIVINGSTON; §
(4) UPPER STREETMARKETING, INC.; § JURY TRIAL DEMANDED
(5) LINEAR PARKMARKETING INC.; §
(6) GROWING SPRINGS HOLDINGS §
CORPORATION; AND §
(7) PRIMAPHARMA, INC, §
§
Defendants. §
COMPLAINT
Plaintiffs, James Janis and Keith Thomas (“collectively “Plaintiffs” or “Shareholders”
or “Shareholder Plaintiffs”) bring this complaint against defendants Joseph Earle (“Earle”),
Gordon McDougall (“McDougall”), Mark Livingston (“Livingston”), Upper Street Marketing,
Inc. (“UPPR”), Linear Park Marketing, Inc. (“Linear Park”), Growing Springs Holdings
Corporation (“GSHC”), (collectively “Corporate Defendants”), and PrimaPharma, Inc.
(“PrimaPharma”); and respectfully show the following:
NATURE OF DERIVATIVE ACTION
1. This is a shareholder derivative action brought on behalf of Nominal Defendant
UPPR against Corporate Defendants by Plaintiffs who are, and at all times relevant hereto, UPPR
shareholders. Plaintiffs, derivatively on behalf of UPPR, seek relief for the damages sustained, and
that will be sustained by UPPR as a result of Corporate Defendants’ conversions, breaches of their
fiduciary duties and Defendant Joseph Earle’s wrongful refusal of Plaintiffs’ well-grounded
(1)
(2)
4:20-cv-00193-TCK-JFJ
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demand on the Board of Directors pursuant to Okla. Stat. tit 18, § 1065 to inspect and make copies
and extracts of certain books and records of UPPR.
2. Defendant Earle is UPPR’s Director, President and Chief Executive Officer
(“CEO”). He obtained this position by hijacking Growing Springs, LLC and integrating it into
UPPR for his own benefit. As alleged below, Earle has availed himself of numerous opportunities
to exploit UPPR through egregious instances of self-dealing, misrepresentations and false
promises resulting in convoluted transactions where UPPR is robbed of its assets through transfers
to a different Earle controlled entity. UPPR represented and promised millions of dollars in new
business to run up the value of its stock. Insider stock sell offs occurred just as UPPR was being
sold to one shell company after another, using as consideration worthless shares of UPPR’s stock.
Earle is not only the President and CEO of UPPR, but also the CEO of Growing Springs Holding
Corporation, an acquiring entity of UPPR and the CEO of Linear Park. The record and schematic
pattern in this regard is clear.
3. Defendant Earle willfully disregarded his responsibilities to UPPR shareholders
and permitted UPPR to function without sufficient internal controls, even after the SEC suspended
trading on shares of UPPR. As a result of these deficiencies, UPPR: (i) suffered material losses,
(ii) was exposed to substantial risk, (iii) was suspended by the SEC, (iv) was forced to enter into
financial arrangements simply to remain viable from a position of weakness, and (v) lost potential
revenue.
4. Moreover, UPPR’s reputation and goodwill has been irreparably damaged by the
malfeasance and mismanagement of Earle. As a result of Earle’s failure to deliver documents to
Plaintiffs, his securities fraud, corporate waste, breaches of fiduciary duties, misrepresentations,
and conversion, UPPR has suffered and stands to continue suffering harm.
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THE PARTIES
5. Plaintiff Keith Thomas, an individual, is a current shareholder of UPPR and is a
resident of the state of Georgia.
6. Plaintiff James Janis, an individual, is a former employee and current shareholder
of UPPR and is a resident of the state of Colorado.
7. Defendant Joseph Earle, an individual, is a resident of the state of California in the
City of San Diego.
8. Defendant Gordon McDougall, an individual, is a resident of the city of Vancouver,
Canada.
9. Defendant Mark Livingston, an individual, is a resident of the state of California,
in the City of San Diego.
10. Nominal Defendant Upper Street Marketing, Inc. is an Oklahoma corporation that
is registered to do business in California but is currently suspended in the state of Oklahoma due
to its lack of compliance with certain Oklahoma tax requirements.
11. Defendant Linear Park Marketing Inc. is a Nevada corporation having its principal
place of business located in Arizona.
12. Defendant Growing Springs Holdings Corporation is a Nevada corporation
registered to do business in Colorado and having its principal office in California and principal
office mailing address in Colorado.
13. Defendant PrimaPharma, Inc. is a California corporation having its principal place
of business located in San Diego, California.
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JURISDICTION AND VENUE
14. Pursuant to 28 U.S.C. § § 1331 and Section 27 of the Securities Exchange Act of
1934 (“Exchange Act”), 15 U.S.C. §§ 78aa, this Court has jurisdiction over the claims asserted
herein for breach of fiduciary duty premised upon duties imposed and defined by federal law,
including the Exchange Act, 15 U.S.C. § 78u-4(f). This Court has supplemental jurisdiction over
the remaining claims under 28 U.S.C. § 1367. Further, the amount in dispute in this case far
exceeds the jurisdictional requirements of this court, excluding interest and costs.
15. Venue is proper in this Court under 28 U.S.C. § 139(a)(1) because defendant
Upper Street Marketing, Inc. is an Oklahoma corporation.
16. Pursuant to FED. R. CIV. P. 23.1, to the extent that this action is brought derivatively,
it is averred that this action is not brought collusively to confer jurisdiction on a court of the United
States it otherwise would not have. Furthermore, Plaintiffs have been unable to communicate with
the director of the nominal defendant, Upper Street Marketing, Inc, because the director refuses to
respond to any requests or attempts at communication from the Shareholder Plaintiffs.
FACTUAL BACKGROUND
A. EARLE’S FRAUDULENT PLAN EMERGES
17. On or about January 3, 2014, Upper Street Marketing, Inc. was formed by Gordon
McDougall and incorporated under the laws of the State of Oklahoma. UPPR currently claims that
it pursues opportunities in the Hemp and CBD markets.
18. On or about September 20, 2017, Growing Springs, LLC (“Growing Springs”) was
formed under the laws of Nevada by Aziz Patel. Its purpose was to participate in providing water
treatment technology to hemp and cannabis growers.
19. In February 20, 2018, Earle was hired by Growing Springs.
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20. Sometime after being hired by Growing Springs, Earle, through misrepresentation
and misinformation, forced Aziz Patel to relinquish his position with the company to Earle. Then
Earle developed a multi-part scheme (i) for his company, Growing Springs Holding Corporation
(“Holding Corp.”), to acquire Growing Springs, which then became a wholly-owned subsidiary of
Holding Corporation and (ii) to have UPPR, a publicly traded shell company, acquire Holding
Corp. In so doing, Earle, through misrepresentations and manipulations, deceived the owners of
Growing Springs, and effectively perpetrated a theft of their company when his company, Holding
Corp., acquired Growing Springs, which he then used to acquire control of UPPR for his benefit
(“Holding Corp. Transaction”). Until the second part of Earle’s scheme had been consummated,
Holding Corp. was solely owned by Earle, who also served and continues to serve as its President,
Secretary, Treasurer and Director.
21. On or about July 12, 2019, shortly after the Holding Corp. Transaction, Earle fired
Aziz by calling Noorani Burstein, Aziz’s mother, to tell her Aziz was fired and threatened his
arrest if he appeared on Growing Springs property.
22. The Holding Corp. Transaction was accomplished surreptitiously, not recorded in
writing and through a trade of worthless shares in UPPR offered as consideration.
23. On October 2, 2018, Earle was appointed as Director and President and Chief
Executive Officer of UPPR. In or around this same time, Earle also became the CEO of Growing
Springs Holding Corporation.
24. In 2019, Earle, in his capacity as Chief Executive Officer of UPPR, devised a
scheme to defraud potential investors. Earle proceeded to collect $6 million from investors by
promising that UPPR would obtain a warehouse in Center, Colorado, would grow 1,200 acres of
hemp, would acquire five industrial extractors, would raise institutional investment, would acquire
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PrimaPharma, of which Mark Livingston is Chief Executive Officer, would have gross sales in
excess of $100 million, and would dramatically increase shareholder value.
25. Earle hired a third-party vendor called Project Growth owned by Stephen Bryant to
raise money for UPPR, who then enticed investors based on false and misleading statements from
UPPR and without current financial statements to support his statements. Bryant perpetuated
Earle’s scheme when he continued to trade in UPPR stock despite certain SEC restrictions imposed
in June 2019.
26. Currently, Earle allegedly owns 35 million shares of UPPR common stock and 10
million common stock purchase warrants for a total, if the warrants are exercised, of 45 million
shares of common stock, making Earle the largest shareholder of UPPR. See Exhibit A, attached
hereto, Upper Street Marketing Inc. and Joseph Earle, Shareholder v. United States Securities and
Exchange Commission, Petition of Upper Street Marketing Inc. and Joseph Earle, Affidavit of
Joseph Earle p. 4 at ¶ 15.
27. On April 18, 2019, Earle claimed in a press release that UPPR had formed a
“strategic partnership” with Catch Capital Partners, Inc. “to jointly develop cannabis and hemp
production and extraction in Canada.” On May 16, 2019, in a subsequent press release, Earle
boasted that “UPPR embarked on an ambitious plan in 2018 to become the first and likely the
largest cGMP CBD producer and marketing company in the United States.” So far UPPR has
produced no CBD. This “strategic partnership” cost UPPR 5 million shares of common stock and
has resulted in no extraction of cannabis, hemp, or CBD whatsoever. See Exhibit B, attached
hereto.
28. Sometime in or about May 2019, UPPR, under Earle’s control, entered into a
contract to purchase a warehouse in Center, Colorado, to be financed by, among other things, two
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promissory notes - the first, a Senior Secured Fixed Convertible Promissory Note in the initial
principal sum of $550,000 in favor of a fund called Harbor Gates Capital, LLC, and the other,
subordinated to the Harbor Gates Capital note, in the initial principal sum of $687,000 in favor of
UPPR’s hemp farmer, Roger Christianson. Both notes have been in default since at least early
October 2019.
29. In a press release it issued on or about May 28, 2019, UPPR claimed it had entered
into an agreement (“Fox Agreement”) with Fox Organic Farms (“Fox Farms”) where it secured
1.5 million pounds of hemp for cannabidiol (“CBD”) extraction. See Exhibit C, attached hereto.
30. UPPR claimed the CBD isolates and distillates from the hemp in the transaction
would have a value of “approximately $200 Million.” To date, UPPR has not received even one
dollar of revenue from the CBD in this agreement.
31. UPPR continued to pump up market enthusiasm for its non-existent business
activities. On June 5, 2019, UPPR made a corporate presentation at the 9th Annual LD Micro
Invitational, which is a resource for the microcap stocks in North America with a market cap
between $50 million and $300 million.
32. At the LD Micro conference, UPPR made the following false claims, inter alia:
a. UPPR owns and operates a 100,000 square foot facility for processing CBD from hemp in
Center, CO;
b. UPPR has leased a 12,000 [square foot] licensed CBD laboratory processing facility in San
Diego, CA;
c. “Growing Springs has secured proprietary and unique AAA cannabis and hemp genetics”;
and
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d. UPPR reduces or eliminates agricultural run-off. See attached Exhibit M, PowerPoint
pages 6 &11).
Regarding the statements – in (a), the “processing” facility was in actuality an empty warehouse
with no extraction equipment; in (b), the facility in San Diego was also an empty building with no
equipment; in (c), UPPR does not and never has owned proprietary genetic stock or seeds; and in
(d), UPPR does not have the capability to reduce or eliminate agricultural run-off.
33. On or about June 18, 2019, UPPR claimed to have “planted its first 1,200 acre hemp
cultivation for which UPPR projected a $200 million revenue stream.” The crop was supposed to
have been ready for harvest 16 weeks later, i.e., by October 8, 2019. In reality, the size of the
acreage was only 1,170 with only 270 acres of harvest solely owned by UPPR. Nine hundred acres
were leased by Fox Farms under the Fox Agreement with UPPR, based upon extraction totals. To
date, no extraction has occurred, and Fox Farms has never been paid for its harvest.
34. Mismanagement, over-payment to the harvesters, misrepresentations of the
harvester’s capabilities and lack of supply chain to move and properly process the hemp resulted
in a loss on this harvest. The $200 million revenue stream never happened.
35. On or about June 24, 2019, according to a UPPR press release issued by Earle,
UPPR finalized a multi-million dollar equipment order to acquire “state-of-the-art extraction
systems from ICC Group (https://www.icc-inc.net) [(“ICC”)] designed to process up to 2 million
pounds of raw hemp biomass a year into 120,000 liters of crude cannabidiol (CBD) free from
psychoactive contaminants.” According to Earle, “Executing this agreement puts us on track to
start converting raw hemp into CBD distillates and concentrates within the next 120 days.” See
Exhibit D, attached hereto.
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36. The transaction was never completed. Because of a lack of available financing,
UPPR failed to make the purchase of the “state-of-the-art extraction systems” from ICC, and 120
days after the press release, i.e., by October 22, UPPR still had no equipment to process the hemp
and had extracted no CBD distillates and concentrates.
37. By June 26, 2019, all investors, including Plaintiffs, had raised approximately five
million dollars ($5,000,000) for UPPR.
38. On or about June 26, 2019, UPPR issued another fraudulent press release. First it
claimed that it had a “1,200-acre hemp crop in the ground and moving toward harvest.” It claimed
it would purchase three million dollars ($3,000,000) of additional grow equipment from Fox Farms
in exchange for common shares in UPPR to the seller. This grow equipment included 100,000
watts of greenhouse lighting capacity supposedly allowing for seed and transplant production
during the winter thereby allegedly increasing 2020 revenue projections to fifteen million dollars
($15,000,000). See Exhibit E, attached hereto.
39. In the same June 26, 2019 press release, Earle on behalf of UPPR proclaimed:
“‘Adding a winter cultivation to our calendar further expands our hemp business model and
extends our 2020 revenue projections by at least $15 million,’ said UPPR CEO Joseph Earle. ‘If
you were wondering what we would be doing after our projected first $200 million harvest at the
end of the third quarter, this is it.’” This statement was false. In reality, the equipment was not
winter growing equipment.
40. On June 27, 2019, the Securities and Exchange Commission issued a Suspension
Order that suspended trading in UPPR’s common stock between “9:30 a.m. EDT, on June 28,
2019, through 11:59 p.m. EDT, on July 12, 2019” (“SEC Suspension Order”) because of:
questions about the accuracy and adequacy of information publicly disseminated
concerning UPPR, including, among other things: (1) public statements by UPPR
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dated May 8, 2019 and May 23, 2019 concerning $10.55 million worth of purported
financing for UPPR; (2) public statements by UPPR dated April 30, 2019 and May
23, 2019 denying its retention of an investor relations firm despite apparent possible
promotional activity on behalf of UPPR; and (3) inadequate statements, since at
least November 2018, concerning a possible private offering of at least $3 million
dollars [sic] in UPPR’s common stock.
The SEC Suspension Order was entered pursuant to Section 12(k) of the Exchange Act. See
Exhibit F, attached hereto, Securities Exchange Act of 1934, Release No. 34-86228 / June 27,
2019.
41. In or around this same time, OTC Markets Group Inc. (“OTC Markets”) announced
that it had discontinued to display bid and asked quotes of UPPR’s common shares and had labeled
UPPR “Caveat Emptor” (“buyer beware”).
OTC Markets designates certain securities as Caveat Emptor and places a skull and crossbones
icon next to the stock symbol to inform investors that “[t]here is a public interest concern
associated with the company, which may include a spam campaign, questionable stock promotion,
known investigation of fraudulent activity committed by the company or insiders, regulatory
suspensions, or disruptive corporate actions.” See Exhibit G, attached hereto.
42. Unfortunately, this warning came too late for the Plaintiffs.
43. UPPR attempted to address the inaccurate and inadequate information as referenced
in the SEC Suspension Order as cited in ¶ 39. The suspension expired and UPPR’s trading resumed
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on the Gray Market only, but OTC Markets did not reinstate quotations of UPPR’s common stock
on the “Pink Sheets” or remove the Caveat Emptor warning.
44. Because of the SEC Suspension Order, UPPR never acquired any equipment from
Fox Farms. Fox Farms kept its seed and clone equipment upon the publication of the SEC
Suspension Order. At this time, the shares of UPPR common stock that were to have been issued
to Fox Farms became valueless. Again, mismanagement at UPPR resulted in lost potential
revenue.
45. Upon information and belief, UPPR’s attempted “transaction” with Fox Farms was
memorialized in a non-binding agreement. Fox Farms owned 500,000 pounds of biomass
produced from 900 acres of hemp. All that UPPR would own would be the extracted CBD
distillates and concentrates, of which Fox Farms would receive its 50% share of revenue upon sale
of the extracted product. Since no extraction has occurred, Fox Farms, upon information and
belief, is seeking another extraction company for its 500,000 pounds of biomass.
46. Neither of the potential transactions between UPPR and Fox Farms was divulged
to the shareholders of UPPR.
B. UPPR CONTINUES TO ATTEMPT TO ENTER INTO FRAUDULENT TRANSACTIONS
47. On or about July 8, 2019, UPPR announced that it signed a Letter of Intent to
acquire an 80% interest in the FDA-licensed pharmaceutical manufacturer, PrimaPharma, to
oversee and enforce hemp and CBD manufacturing standards. UPPR made the announcement that
UPPR would acquire PrimaPharma for three million dollars ($3,000,000). This acquisition never
closed due to UPPR’s lack of success and inability to raise the money to purchase PrimaPharma.
See Exhibit H, attached hereto.
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48. In anticipation of the acquisition of PrimaPharma, UPPR rented a 13,000 square
foot laboratory and manufacturing facility next to PrimaPharma in San Diego for $15,000 per
month to use for producing CBD isolates and distillates. This facility has not been utilized by
UPPR, and remains empty as of the filing of this Complaint.
49. On or about July 8, 2019, upon information and belief, an individual or entity sold
800,000 shares of UPPR’s common stock when the stock was quoted at $2 per share. These UPPR
shareholders controlled shares of unrestricted common stock obtained from previous persons
associated with UPPR when it was a shell company. This sale transaction was part of a “pump and
dump” transaction. The press releases constituted the “pump” and the sale transactions constituted
the “dump,” which reduced the quoted value of shares of UPPR common stock for all of the other
shareholders from $2 per share to approximately $1.20 per share.
50. In August of 2019 Earle negotiated a transaction to purchase five industrial
extractors from ICC. Earle paid for the transaction with a $1,500,000 deposit on August 1, 2019
and a $3,300.000 million loan that supposedly was to be provided by NFS group, an equipment
finance company. ICC ultimately financed the purchase transaction in December but not through
NFS. The specific details of this transaction were not shared with the UPPR shareholders. The five
industrial extractors were never delivered. It is unclear what happened to the $1,500,000 deposit
or to the five apparently undelivered industrial extractors. Despite the fact that the extractors were
never delivered, UPPR, upon information and belief, is being invoiced by ICC for approximately
$50,000 per month.
51. On or about September 17, 2019, a shareholder traveled to Center, Colorado to
inspect the fields of the first hemp harvest and discovered that Earle’s crop planting was a disaster.
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Earle was in charge of all aspects of UPPR’s planting and had implemented substandard farming
practices.
52. Earle chose to plant a combination of both male and female seeds, which yielded a
smaller crop with a lesser CBD count than would have been possible had he chosen to plant only
female seeds.
53. Additionally, harvesting a hemp crop is labor-intensive. It involves manual labor
with individuals cutting each plant by hand. To further cut expenses, Earle chose to harvest the
crop with a machine, hurting the crop and its potency. Because of Earle’s lack of due diligence in
learning proper hemp farming techniques, UPPR’s shareholders sustained millions of dollars in
losses.
54. On September 21, 2019, in a “shareholder meeting” produced on YouTube, Earle
asked the UPPR shareholders for $700,000 to complete the harvest. Earle claimed he had to pay a
vendor referred by Fox Farms. However, the vendor, Harvest Right LLC, only charged
approximately $450,000 to complete the harvest or $1500 per acre for a custom harvest of 270
acres of hemp. The Plaintiffs received no information about what was done with the extra
$250,000. See http://upperstreetmarketing.com/2019/09/30/investor-report-with-joseph-earle/.
55. On or about November 26, 2019, UPPR falsely announced it had harvested 2
million pounds of biomass, which would be stored in its warehouse in Center, CO. UPPR’s
farmers only harvested approximately 800,000 pounds of biomass, of which only 300,000 pounds
were owned, unencumbered, by UPPR. See Exhibit I, attached hereto.
56. On or about December 9, 2019, UPPR claimed it had completed the ICC
transaction, whereby it was to acquire five “hemp biomass extraction modules” that supposedly
were able to extract CBD from hemp. UPPR claimed that “financing has been successfully
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completed.” The modules were supposed to be “in action within 3-4 weeks of delivery.”
Originally, the modules were to be delivered in or around October or November 2019; but because
financing was not arranged in time, the delivery of the modules was delayed to April 2020 and has
continued to be delayed. Upon information and belief, none of the modules has been delivered.
See Exhibit J, attached hereto.
57. The biomass, a perishable good, remains in storage and unprocessed. The biomass
loses 1% of its potency each month it remains in storage and unprocessed. This loss of potency
results in lost revenue for UPPR each month.
C. UPPR PURPORTS TO SELL ALL OF ITS ASSETS TO LINEAR PARK, LEAVING
UPPR SHAREHOLDERS WITH NO VALUE
58. On February 6, 2020, Earle furthered his plan to swindle the shareholders of UPPR.
Since trading in UPPR shares of common stock on the over-the-counter market had been
suspended by virtue of the SEC Suspension Order, Earle needed another shell company to continue
his fraudulent scheme.
59. Without prior announcement to UPPR’s shareholders, Earle entered into a letter of
intent (and, upon information and belief, a definitive agreement) with Linear Park for it to acquire
the purported assets and certain stated (but not yet disclosed to UPPR’s shareholders) liabilities of
UPPR for shares of capital stock of Linear Park (the “Linear Park Transaction”), of which Earle is
Chief Executive Officer.
60. Upon information and belief, Linear Park is a shell company without any material
assets. If the pending Linear Park Transaction with UPPR were to be consummated, Linear Park
would acquire the purported assets and certain stated liabilities of UPPR and UPPR would be
issued certain shares of Linear Park’s capital stock, the amount of which has not yet been disclosed
to UPPR’s shareholders.
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61. If the pending Linear Park Transaction were to be consummated, the status of the
UPPR shareholder ownership would change from UPPR shareholders owning all of the capital
stock of UPPR (an enterprise that Earle asserts “plan on being able to grow and process up to
1,000,000 pounds of bio-mass in 2019…generat[ing] up to a target of $60,000,000 of revenues1”)
to, upon information and belief, the UPPR shareholders owning a diluted interest in Linear Park,
whose only assets would be the self-same purported assets that UPPR claimed to own immediately
prior to the consummation of the pending Linear Park Transaction.
62. The next step in Earle’s scheme was to cause Linear Park to enter into a transaction
with Dynamo Capital Corp. (“Dynamo”), a company, whose common shares are traded on the
Canadian TSX Venture Exchange. Dynamo describes itself as “. . . a capital pool company created
to identify and evaluate potential acquisitions of commercially viable businesses and assets that
have the potential to generate profits and add shareholder value. Except as specifically
contemplated in the CPC policy of the exchange, until the completion of its qualifying transaction,
Dynamo will not carry on business, other than the identification and evaluation of companies,
businesses or assets with a view to completing a proposed qualifying transaction.” This announced
potential transaction constitutes Earle’s attempt to evade the trading restrictions that resulted from
the SEC Suspension Order that suspended public trading of UPPR’s common stock. See Exhibit
L, attached hereto.
63. At the same time that the Linear Park Transaction was being announced, UPPR
also entered into an agreement with Victory Americas Group, LLC (“Victory”) to process the
hemp biomass into CBD Distillate and pay UPPR from the sale of the distillate, but upon
information and belief, no processing of the biomass has occurred.
1 See http://upperstreetmarketing.com/investors/, visited on May 4, 2019 at 5:45 p.m. CST.
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64. To date, Earle’s scheme to swindle the assets of UPPR has caused trading in
UPPR’s common stock to be suspended by the SEC due to its concerns regarding the adequacy
and accuracy of Earle’s publicly released statements regarding UPPR and his inability to resolve
these issues with the SEC.
65. Earle failed to raise sufficient investment for UPPR due to his incompetence.
66. Earle failed to generate any significant sales from UPPR’s biomass which remains
stored in a warehouse since November 2019.
67. UPPR, under Earle’s leadership, failed to acquire PrimaPharma as promised.
68. Earle caused trading in UPPR’s common stock to be suspended due to the SEC’s
concerns regarding the adequacy and accuracy of his publicly released statements regarding UPPR
and his inability to resolve these issues with the SEC.
69. UPPR, under Earle’s management, defaulted on the promissory notes to purchase
the Center, Colorado warehouse.
70. UPPR, under Earle’s management, defaulted on a $250,000 promissory note to Soil
Solutions, Ltd. owned by David Max Powers.
71. UPPR, under Earle’s management, defaulted on a $25,000 promissory note to
Black Swamp AG Inc. owned by Scott Apple.
72. Now, in order to escape UPPR’s debt that Earle generated and his lack of success
in operating UPPR and his violation of his fiduciary duties to UPPR’s shareholders, Earle and
Livingston (i) entered into the pending Linear Park Transaction scheme, to be followed by (ii)
Linear Park’s pending acquisition of PrimaPharma, which would be followed by (iii) the resulting
UPPR/Linear Park/PrimaPharma company entering into a non-arm’s-length transaction with a
Canadian “Capital Pool Company” (i.e., a shell company) that was traded on the Canadian Stock
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Exchange, the Toronto Stock Exchange, or, in the current case of Dynamo, on the TSX Venture
Exchange.
73. On April 2, 2020, Noorani Burstein, as an UPPR shareholder, issued a demand
letter under OKLA. STAT., tit. 18, § 1065 to UPPR (the “Demand Letter”). See Exhibit K, attached
hereto. The Demand Letter delineates her concerns as a UPPR shareholder (noting that this is not
an exhaustive list), as follows:
a. UPPR has not held a shareholders meeting in the past year, if ever;
b. UPPR has not updated its OTC Markets information since July 12, 2019; and
c. UPPR may have initiated, entered or closed various material transactions.
74. Noorani on behalf of the shareholders demanded the following:
a. that UPPR and its management permit exercise of statutory inspection and copying
of:
i. UPPR’s stock ledger, list of shareholders, books and records;
ii. the books and records of UPPR’s wholly owned subsidiary, Growing
Springs Holding Corporation; and
iii. the books and records of any other unnamed wholly owned or majority
owned consolidated subsidiaries.
75. The Demand Letter required a response on April 10, 2020 according to OKLA.
STAT. tit. 18, § 1065(C).
76. Despite receiving a vitriolic letter in response, none of the shareholders, nor the
Plaintiffs have received access to any records from UPPR or the other subsidiaries.
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CAUSES OF ACTION
A. FAILURE TO DELIVER DOCUMENTS
77. Plaintiffs re-allege and incorporate each and every allegation above as though fully
set forth herein.
78. This is a cause of action brought pursuant to OKLA. STAT. tit 18, § 1065 (“Section
1065”) to enforce Plaintiff’s statutory right to inspect and make copies and extracts of certain
books and records of defendant UPPR.
79. Plaintiffs are shareholders of defendant UPPR. As set forth above, Plaintiffs
initiated a Section 1065 request on UPPR for certain books and records regarding the financial
records of UPPR and its subsidiaries or sister companies.
80. Defendant Earle has not allowed the shareholders access to the records.
B. MANDATORY PRELIMINARY INJUNCTION
81. Plaintiffs re-allege and incorporate each and every allegation above as though fully
set forth herein.
82. UPPR has never held any shareholders meetings and no date has been designated
for the next annual meeting. There has never been a written consent to elect directors in lieu of an
annual meeting by shareholders.
83. Plaintiffs request that the Court enter a mandatory preliminary injunction forcing a
shareholder meeting to allow the shareholders to appoint new directors and officers, because
Plaintiffs have a substantial likelihood of success on the merits, irreparable injury will result if
such relief is not granted, the injury to Plaintiffs far outweighs any injury to Defendants, and the
injunction is not contrary to public policy.
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84. Pursuant to OKLA. STAT. tit. 18, § 1056(c), Plaintiffs respectfully request that the
Court enter a mandatory injunction against Defendants, summarily ordering a meeting of
shareholders to be held, the record date for determining the shareholders entitled to vote and the
form of notice of the meeting.
C. ACCOUNTING
85. Plaintiffs re-allege and incorporate each and every allegation above as though fully
set forth herein.
86. Plaintiffs continually attempted to inspect the books and records of UPPR since
July 2019, and as recent as February 2020. At that time, Plaintiffs requested complete access to
all of the corporate books and records but were denied such access by Defendant Earle or agents
of Earle.
87. Plaintiffs request that the Court order an accounting of the business, finances, and
transactions affecting UPPR and allow Plaintiffs to inspect the books and records of the other
Defendant companies.
D. SECURITIES FRAUD
a. SECURITIES ACT SECTION 12(1)
88. Plaintiffs re-allege and incorporate each and every allegation above as though fully
set forth herein.
89. Pursuant to representations made by Defendant Earle, Plaintiffs invested substantial
sums of money into shares of UPPR expecting to receive a reasonable return on their investments.
90. The acts described herein involved the purchase and sale of (securities) within the
meaning of Section 12(1) of the Securities Act and Section 3(a)(10) of the Exchange act by means
of oral communications, by the use of the mails, and by the use of the means and instrumentalities
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of interstate commerce. Because UPPR is an Oklahoma corporation, the sales of these securities
occurred in Oklahoma.
91. Defendants Earle and UPPR participated in the offer and sale of these securities.
92. Earle, with intent to induce Plaintiffs to purchase shares of UPPR, made false and
misleading statements and is a primary violator of the actions complained of in this count.
93. The securities offered and sold by Defendants Earle and UPPR to Plaintiffs were
offered and sold by Earle in violation of Section 12(1) of the Securities Act.
94. Plaintiffs have been required to employ an attorney to prosecute this action and are
entitled to recover damages and attorney’s fees and costs.
b. SECURITIES ACT SECTION 12(2)
95. Defendants Earle and UPPR engaged in manipulative activities and fraudulent
courses of conduct in regard of their sale of securities to Plaintiffs.
96. The foregoing misrepresentations and omissions concern material facts which were
made in or omitted from oral communications from Defendants Earle and UPPR to Plaintiffs in
connection with the purchase of securities from Defendants Earle and UPPR.
97. At the time Plaintiffs purchased securities from Defendants Earle and UPPR,
Plaintiffs did not know the untruth of the facts misstated. Therefore, Defendants Earle and UPPR
violated Section 12(2) of the Securities Act in connection with their sale of these securities to the
Plaintiffs.
98. Plaintiffs are entitled to damages in excess of $75,000, interest and reasonable
attorney’s fees and costs for the violation of Section 12(2) of the Securities Act.
E. REPLACEMENT OF MANAGEMENT
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99. Plaintiffs re-allege and incorporate each and every allegation above as though fully
set forth herein.
100. As noted in Cause of Action A, there have been no shareholder meetings nor have
shareholders been allowed to view UPPR financial books and records. As such, Plaintiffs and other
shareholders request the Court to allow the shareholders to appoint new directors and new officers.
101. UPPR has not filed with OTC Markets any annual or quarterly reports in connection
with OTC Markets’ Alternative Reporting Standards (collectively, “UPPR’s Delinquent OTC
Markets Reports”).
102. Because of the SEC Suspension Order, upon information and belief, FINRA will
not currently permit any broker-dealer to provide bid or ask quotations for UPPR’s Common
Stock; and OTC Markets will not report any quotes for trading in UPPR’s Common Stock, even
if such trades were to occur on the “Grey Market” or the “Expert Market.” Following the release
of the SEC Suspension Order, in order for a broker-dealer to provide bid or ask quotations for
UPPR’s Common Stock, such broker-dealer must successfully prosecute a Form 211 filing with
FINRA.
103. Upon information and belief, FINRA will not approve any Form 211 filings unless
and until UPPR has filed all of UPPR’s Delinquent OTC Markets Reports and the SEC
investigation against UPPR (although not necessarily against Earle) has been concluded. With the
appointment of new officers and directors of UPPR and the filing of UPPR’s Delinquent OTC
Markets Reports, the SEC should conclude its proceedings against UPPR, which should permit a
broker-dealer to obtain FINRA’s approval of the requisite Form 211 and should cause OTC
Markets to remove the “caveat emptor” designation of UPPR’s Common Stock.
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F. CORPORATE WASTE
104. Plaintiffs re-allege and incorporate each and every allegation above as though fully
set forth herein.
105. Earle committed waste when he allotted UPPR funds for substandard farming and
when UPPR was charged exceedingly high costs for the poor farming and harvest of the hemp.
106. Earle continued committing waste and self-dealing when he transferred all of
UPPR’s assets for no or little consideration into Linear Park, a company of which he is a
shareholder. This transfer further diluted the value of UPPR and provided no benefit to UPPR and
its shareholders.
107. As a result of the corporate waste alleged above, Earle is liable to Plaintiffs for
damages.
G. BREACH OF FIDUCIARY DUTY
108. Plaintiffs re-allege and incorporate each and every allegation above as though fully
set forth herein.
109. Earle owed and continues to owe Plaintiffs the duties of good faith, loyalty, due
care and candor in the management, administration, and oversight of UPPR’s business and affairs.
110. The conduct of Earle, as set forth herein, was due to his intentional, knowing or
reckless disregard of the fiduciary duties owed to the Plaintiffs.
111. Earle breached his fiduciary duties by willfully participating in and causing UPPR
to unnecessarily waste corporate funds and failing to properly oversee UPPR’s business and affairs
which renders him personally liable to the Plaintiffs. Further, by his breaches of fiduciary duties,
Earle has subjected UPPR to substantial civil and regulatory liability.
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112. As a direct and proximate result of Earle’s breaches of fiduciary duties, UPPR has
experienced and will continue to experience significant harm. As a result of the wrongdoing
alleged herein, Earle is liable to Plaintiffs.
H. NEGLIGENT MISREPRESENTATION
113. Plaintiffs re-allege and incorporate each and every allegation above as though fully
set forth herein.
114. Corporate Defendants made negligent misrepresentations to Plaintiffs as delineated
above.
115. As a result of Corporate Defendant’s negligent misrepresentations, Plaintiffs
suffered damages in excess of $75,000.
I. VIOLATION OF OKLAHOMA SECURITIES ACT – OKLA. STAT. tit. 71, § 1-501
116. Plaintiffs re-allege and incorporate each and every allegation above as though fully
set forth herein.
117. The actions of Earle in the offer and sale of securities to Plaintiffs were violative of
the Oklahoma Securities Act.
118. Earle violated certain provisions of the Oklahoma Securities Act, including OKLA.
STAT. tit. 71, § 1-501 et al., as a result of schemes and artifices to defraud Plaintiffs by making
untrue statements, omitting material facts, and engaging in acts practiced in the course of business
which operated as fraud and deceit upon Plaintiffs.
119. Pursuant to the Oklahoma Securities Act, Plaintiffs hereby tender any interest in
the bank instrument or other securities to Earle, if the same exist, and Plaintiffs are entitled to
recover the sum of not less than $75,000 with interest on such amount.
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120. Earle made multiple material, false representations and their actions were deceitful
to Plaintiff. Earle was aware he was misstating material facts and omitting to state material facts
to Plaintiffs. Further, Earle knew, or should have known, the Plaintiffs would rely on these
representations.
121. Plaintiffs expressly relied upon misrepresentations of Earle and the actions of Earle
to Plaintiffs constituted fraud.
122. The deceit and fraud perpetrated by Earle upon Plaintiffs was knowingly and
willfully done by Earle with total disregard to the rights of Plaintiffs, who relied upon these
misrepresentations.
123. Earle’s conduct offends public policy and is unfair and involves practices which
are immoral, unethical, oppressive, unscrupulous, and unconscionable. Accordingly, Plaintiffs
request that they be awarded punitive and exemplary damages.
124. In all circumstances, Earle’s extensive unlawful conduct constitutes aggravated
misconduct that is morally reprehensible.
125. The unlawful conduct of Earle constitutes intentional or reckless conduct that
justifies the imposition of punitive damages against Defendants, under OKLA. STAT. tit. 23, § 9.1,
in an amount not less than $75,000.
J. FRAUD
126. Plaintiffs re-allege and incorporate each and every allegation above as though fully
set forth herein.
127. Corporate Defendants engaged in a deliberate and intentional scheme of fraud from
which they derived monetary benefits.
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128. As a result of Corporate Defendants’ deliberate and intentional scheme of fraud,
Plaintiffs suffered damages in excess of $75,000 and are entitled to recover attorney’s fees, costs,
and interest.
K. RESULTING OR CONSTRUCTIVE TRUST - EQUITABLE LIEN AGAINST EARLE
129. Plaintiff incorporates by reference and realleges each and every allegation above as
though fully set forth herein.
130. Upon information and belief, Defendant Earle used UPPR assets and funds for his
personal use and expenses without authority to do so, and he has misappropriated UPPR funds.
131. Plaintiffs are entitled to imposition of a resulting or constructive trust and equitable
lien on any and all monies and other UPPR assets misappropriated or improperly received by Earle,
as well as any proceeds thereof and all property obtained with such funds.
L. CONVERSION
132. Plaintiffs re-allege and incorporate each and every allegation above as though fully
set forth herein.
133. Defendant Earle sold or directed that assets, including the biomass, owned by
UPPR be transferred to Linear Park. This transfer provided a personal benefit to Earle because he
is a shareholder of Linear Park and the transfer was accomplished with assistance, advice, and
cooperation from other Corporate Defendants.
134. The property disposed of or sold was owned by UPPR and UPPR did not receive
fair value in return.
135. Corporate Defendants’ multiple conversions of the assets damaged the value of
Plaintiffs’ shares in an amount in excess of $75,000.
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136. The actions of Corporate Defendants were willful, malicious and in conscious
disregard of the rights of others. Therefore, Plaintiffs are also entitled to an award of punitive
damages.
M. RESULTING IN CONSTRUCTIVE TRUST – EQUITABLE LIEN AGAINST UPPR AND OTHER
COMPANY DEFENDANTS
137. Plaintiffs re-allege and incorporate each and every allegation above as though fully
set forth herein.
138. Upon information and belief, Corporate Defendants transferred UPPR assets into a
holding company owned by themselves, personally benefitting for the transfer.
139. Plaintiffs are entitled to an order, judgment and decree imposing a resulting or
constructive trust and equitable lien on any and all monies and other UPPR assets misappropriated
or improperly received by Corporate Defendants, the proceeds thereof as well as on any other
property, real or personal, obtained with such funds or proceeds.
CONCLUSION AND PRAYER
WHEREFORE, Plaintiffs demand judgment in UPPR’s favor against all Defendants as
follows:
A. Requiring UPPR to produce to Plaintiffs, for inspection and copying, all documents requested
in the demand letter;
B. Ordering an accounting of the finances of UPPR;
C. Declaring that Plaintiffs may maintain this action on behalf of UPPR and that Plaintiffs are
adequate representatives;
D. Awarding actual damages in excess of $1,000,000.00 to Plaintiffs for Common Law Fraud,
as well as damages for Securities Fraud under applicable state and federal laws committed
by or aided and abetted by Earle, McDougall and Livingston;
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E. Declaring that Defendants Earle, McDougall, and Livingston have breached or aided and
abetted the breaches of fiduciary duties to UPPR;
F. Determining and awarding damages in excess of $1,000,000.00 to UPPR for the harm
suffered as a result of the violations set forth above from each of Earle, McDougall, and
Livingston, jointly and severally, and the Demand Defendants, jointly and severally, with
interest thereon;
G. Ordering the removal of Defendant Earle from the current Board of Directors and as an
officer of UPPR;
H. Ordering a clawback of all salary, bonuses, stock options or other compensation received
by Defendants Earle, McDougall, and Livingston during the entire period of their
involvements with UPPR;
I. Declaring a resulting trust or in the alternative an equitable lien on all property, monies and
other UPPR assets misappropriated or inappropriately received by Earle, McDougall, and
Livingston;
J. Ordering that UPPR take all necessary reforms to improve its corporate governance and
internal procedures to comply with the applicable rules, regulations and laws and to protect
UPPR from a repeat of the damaging events described herein, including, but not limited to,
putting forth a shareholder vote on the following resolutions to amend the Company’s By-
Laws and Articles of Incorporation:
l. A provision which would strengthen the Board’s supervision and oversight of
operations and implement procedures for greater shareholder input into the policies
of the Board;
2. A provision which would mandate that the Board’s subcommittees must meet
not less frequently than quarterly and that a detailed agenda and materials must be
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circulated for review by each Board subcommittee member at least two weeks prior
to the subcommittee meeting;
3. A proposal which would ensure the implementation of effective oversight to
ensure compliance with applicable rules, regulations, and laws; and
4. A provision which would provide for the clawback of salary, bonuses, stock
options or any compensation where material harm to the Company can be traced to
the actions of any executive, officer or director of the Company.
K. Determining and awarding UPPR exemplary damages in an amount necessary to
punish Earle, McDougall, and Livingston and to deter future behavior of a similar
nature;
L. Damages for Conversion or in the alternative an order awarding UPPR restitution from
Earle, McDougall, and Livingston of all assets of any kind taken by any or all of them
from UPPR;
M. Awarding UPPR restitution from Linear Park, and PrimaPharma of anything of value
received by any of them from UPPR, Earle, Livingston, or McDougall;
N. Awarding Plaintiff costs and disbursements of this action, including reasonable
attorney's fees, expert fees, costs, and expenses; and
O. Granting such other and further equitable relief as may be just and proper.
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JURY DEMAND
Plaintiffs demand trial by jury.
DATED AND FILED , 2020.
Respectfully submitted,
R. Brent Blackstock, OBA No. 00839
Lacey L. Shirley, OBA No. 33269
Brent Blackstock, PLC
401 S. Boston Ave., Suite 500
Tulsa, OK 74103
Phone: 918-383-0777
E-mail: brent@brentblackstock.com
ATTORNEYS FOR PLAINTIFFS
May 7
/s/ R. Brent Blackstock
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BEFORE THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
RECEIVED'
JUL 1 2 2019
l2ffil0FrHESEcSyJ
WASHINGTON, D.C.
Upper Street Marketing, Inc. et al. v. United States
Securities and Exchange Commission
UPPER STREET MARKETING INC. and
JOSEPH EARLE, Shareholder,
Petitioners
vs.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Respondent
Petition to the United States Securities and Exchange
Commission pursuant to Rule 550 of the Commission’s Rules of Practice
Securities and Exchange Act of 1934,
Release No. 34-8622 (June 27, 2019)
PETITION OF UPPER STREET MARKETING INC. AND JOSEPH EARLE
UNDER RULE 550 OF THE SECURITIES AND EXCHANGE COMMISSION
RULES OF PRACTICE
FOLEY & LARDNER LLP
Pamela L. Johnston
555 South Flower Street, Suite 3300
Los Angeles, California 90017
Telephone: 213.972.4500
Fax: 213.486.0065
Email: piolvistoniaifoley.com
KRUEGER LLP GROUP
Blair Krueger
7486 La Jolla Blvd.
La Jolla, California 92037
Telephone: 858.405.7385
Fax: 858.454.2411
Email: blaina'thekrueuemrouD.com
Attorneys for Petitioner UPPER STREET MARKETING INC. and JOSEPH EARLE
4830-5822-9404.4
EXHIBIT A
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EXHIBIT A
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Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 32 of 88
INTRODUCTION
Petitioners Upper Street Marketing Inc. (“UPPR”) and Joseph Earle (“Mr.
Earle”), UPPR’s President and a major shareholder, hereby file this timely1 petition (this
“Petition”) with the United States Securities and Exchange Commission (the
“Commission”) pursuant to Rule 550 of the Rules of Practice of the Commission (the
“Commission Rules”). Petitioners are requesting that the Commission (1) rescind and
void its June 27, 2019, order (the “Order”) that suspended trading in UPPR’s stock for
ten days (the “Suspension”) and, to the extent necessary, (2) not require the process
outlined in Rule 15c2-11 under the Exchange Act (“Rule 15c2-ll”), codified at 17 C.F.R.
Section 240.15c2-l 1, be followed to recommence trading in UPPR stock.21 See
Declaration of Mr. Earle, ^11. Because UPPR and Mr. Earle have been adversely
affected by the Suspension, which the Commission issued pursuant to 15 U.S.C.
78/(k)(l)(A), they are entitled to petition for the above relief and, as more fully explained
below, seek to show that such relief is warranted because the Suspension was issued
without appropriate constitutional safeguards and was not necessary in the public interest
or for the protection of investors.
STATEMENT OF FACTS
A. The Commission Suspended Trading in UPPR.
Without any prior notice of its concerns or any opportunity to address these
concerns, on June 27, the Commission suspended trading in the securities of UPPR
1 The Commission served the Order by mail; Mr. Earle on received it on July 3, 2019. This petition,
therefore, is timely filed. See Declaration of Mr. Earle, U 1.
2 The facts herein have been sworn to by Mr. Earle. See Declaration of Mr. Earle.
4830-5822-9404.4
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EXHIBIT A
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EXHIBIT A
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because of questions concerning the accuracy and adequacy of information publicly
disseminated about UPPR since November 2018:
1. Public statements by UPPR dated May 8, 2019 and May 23, 2019 concerning
$10.55 million worth of purported financing for UPPR;
2. Public statements by UPPR dated April 30, 2019 and May 23, 2019 denying
its retention of an investor relations firm despite apparent possible
promotional activity on behalf of UPPR; and
3. Inadequate statements, since at least November 2018, concerning a possible
private offering of at least $3 million dollars in UPPR’s common stock.
B. UPPR Voluntarily Amended the Filings Referenced in the Order.
In the two weeks since the Commission issued the Order, UPPR voluntarily
amended the relevant filings to address the Commission’s issues. If it had been provided
with proper notice and an opportunity to cure these issues in advance of the Suspension,
it would have been able to respond in a similarly expeditious manner. Specifically, by
July 12, 2019, UPPR had amended the filings to provide a detailed description of: (a) the
investor relations firms engaged by UPPR; (b) the law firms engaged by UPPR; (c)
UPPR’s independent auditor; (d) the merger and acquisition transaction; and (e) the
history of UPPR’s completed financings. See Declaration of Mr. Earle, ^14.
ARGUMENT
A. The Regulatory Scheme. As Applied to Suspend Trading in UPPR. Violates
Due Process. 1
1. General Rule of Notice and Opportunity to Be Heard
4830-5822-9404.4
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EXHIBIT A
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EXHIBIT A
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The Commission issued its Order on an ex parte basis without providing UPPR
any notice of the action or opportunity to be heard prior to the Suspension; the
Commission did not obtain this extraordinary relief from a neutral judicial officer. As
such, the Commission did not comply with “the root requirement” of the due process
clause to give notice before acting. Cleveland Bd. ofEduc. v. Loiidcrmill. 470 U.S. 532,
542 (1985) (emphasis in original).
2. The Odd Cotton Exception Is Not Applicable
With respect to actions taken by administrative agencies like the Commission,
federal courts have held that the demands of due process may not require a hearing at the
initial stage, or at any particular point in the proceeding, so long as a hearing is held
before the final order becomes effective. Opp Cotton Mills v. Administrator. 312 U.S.
126, 152, 153 (1941)(emphasis added). For OTC companies, however, a trading
suspension is effectively a final order (and the likely demise of the company). Not only
is there no further action that the Commission needs to take but also the consequences of
the onerous 211 process that the SEC requires have lasting effects for OTC companies.
To the extent that the Commission may rely on a case that held that plaintiffs due
process rights were not denied by a prompt post-deprivation review of the trading
suspension, Xumanii Int'l Holdings Corp. v. SEC that case does not control here. 670
Fed. Appx. 508 (9th Cir. Oct. 19, 2016). First, Xumanii. as an unpublished case, not
considered precedent. Ninth Circuit Rule 36-3. Second, Xumanii does not establish
whether or not the Court considered the onerous burden of the Rule 15c2-l 1 process that
the SEC requires, delaying the re-trading of the stock for two to six months, in its
4830-5822-9404.4
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EXHIBIT A
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EXHIBIT A
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decision that Xumanii’s due process rights were adequately protected. See 670 Fed.
Appx. at 509. Third, that decision is so bare as to be unusable.
Furthermore, the application of this practice is patently unfair to OTC issuers. A
trading suspension for an OTC company equates to an unconstitutional de-listing. It
evidently has also become the SEC policy now, as well, to support FINRA against OTC
companies. This joint policy of FINRA and the SEC has developed slowly over many
years and now imposes an automatic re-filing of a 211 by a market-maker for any OTC
company which has any type of trading suspension, whether temporary or permanent.
Here, the Commission did not hold a hearing before implementing a “temporary”
suspension which, in fact, amounted to a de facto de-listing of UPPR’s stock off of the
OTC exchange.
SEC Rule 211 does not facially discriminate against OTC stocks. Still, based
upon the steadfast application of FINRA and SEC “policy,” the process of temporary
suspension is never good for an OTC stock. When the Constitution requires a hearing, it
requires a fair one, held before a tribunal that meets currently prevailing standards of
impartiality. Wonti Yana Sung v. McGrath. 339 U.S. 33, 50 (1950). A party in UPPR’s
position must be given an opportunity not only to present evidence, but also to know the
claims of the opposing party and to meet them. Those who are brought into contest with
the government in a quasi-judicial proceeding aimed at control of their activities are
entitled to be fairly advised of what the government proposes and to be heard upon the
proposal before the final order is issued. Martian v. United States. 304 U.S. 1, 18-19
(1938).
B. Pre-Action Notice and Hearing Protects UPPR’s Investors.
4830-5822-9404.4
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EXHIBIT A
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EXHIBIT A
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UPPR, Mr. Earle, other shareholders and its lenders are being hurt by the
cessation of trading in UPPR’s stock. In its Order, the Commission announced that it had
issued a trading suspension of UPPR stock due to questions about the “accuracy and
adequacy” of information publicly disseminated by or about UPPR in three key areas:
1. Public Statements by UPPR Dated May 8, 2019 and May 23, 2019 Concerning
Its $10.55 Million in Financing
UPPR did not issue any press releases on either date; rather, under previous
advisory relationships with its prior legal counsel and auditors, UPPR made filings on
these dates with the OTC. UPPR has now corrected and amended within the last two
weeks as described more particularly above. No public issue remains about these filings.
If the Commission had inquired about these filings, this amendment process would have
occurred without the need to suspend trading.3
2. Public Statements by UPPR Dated April 30, 2019 and May 23, 2019 Denying
Retention of an Investor Relations Firm
Again, since the issuance date of the Order, UPPR has corrected and amended
these OTC filings. See Declaration of Mr. Earle, |14. UPPR has disclosed the investor
relations firm with which it has been working.
3. Inadequate Statements, Since November 2018, By UPPR about A Possible
Private Offering of At Least $3 Million.
UPPR never announced publicly that it had obtained $10.55 million in financing
with Michael Sobec or anyone else. It did negotiate with Mr. Sobec for such financing,
but that deal never closed. Instead, the $10.55 million, comprised of a $10 million equity
line plus a $500,000 bridge loan, never closed because the equity line required UPPR to
3 UPPR did not author, plan or distribute any offending press releases. Only those press releases which are
authorized by UPPR’s board are the lawful press releases of UPPR. UPPR publishes its press releases
exclusively on OTCmarkels.com, and nowhere else. Any other releases are not authorize releases.
4830-5822-9404.4
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EXHIBIT A
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EXHIBIT A
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uplist to OTCQB and file an S-l Registration Statement. The “$3 million” raise predated
the desired “$10.5 million” raise by six months (approximately October 1, 2018) and was
simply the sale of restricted stock to accredited investors under Rule 144.
Again, UPPR has amended to filings to make the history of its financing clearer
and the history of its merger and acquisition transaction clearer.
C. The Commission’s Actions Violate the APA.
The process here, once the ten day suspension expires, continues on without
disclosure or resolution for UPPR or its shareholders. SEC has an informal rule, which
violates the Administrative Procedures Act because this rule was not passed pursuant to
the APA that requires the filing of new 15c2-l 1 filing pursuant to 17 C.F.R Section
240.15c2-11 without that regulation actually requiring it after a suspension of an OTC
stock.4 Stewart v. Smith. 673 F. 2d 485, 498 (1982) (“a rule may not be characterized as
one of ‘management’ or ‘personnel’ if it has a substantial effect on persons outside the
agency.”). This illegal process will harm UPPR’s shareholders in three ways. (1)
UPPR’s shareholders now cannot trade for many months and their investment has
become illiquid; (2) UPPR’s shareholders concurrently have experienced substantial
dilution from predatory lenders who have added shares as the stock now remains dormant
or “gray”; and (3) once trading re-opens (after a presumed minimum 6-month delay in
15c2-11 approval), the “old” stock price shall plummet. This whole process hurts
investors, and it should not be imposed here.
This is not by law or regulation; rather, 17 CFR § 240.15c2-11 amounts to a mere
policy requiring that broker-dealers file a “new 211” every time information about the
4 Here is one place informal rule is found, https://www.sec.gov/investor/alerts/tradingsuspensions.pdf
4830-5822-9404.4
7
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Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 38 of 88
issuer goes stale. But a suspension does not mean that the information about the OTC
filer is stale. SEC policy, especially here, should be waived.
D. The Commission Committed an IIlegal Taking.
Without a hearing prior to the suspension, the suspension of an OTC stock
amounts to an unlawful taking. Suspending trading essentially strips Mr. Earl’s stock of
its value, as it makes it illiquid. Suspending trading effects a taking of Mr. Earl’s
property by removing its value without compensation until a 211 is filed, See Knick v.
Twp, Of Scott, 588 U.S.___slip op. at 8 (2019) (“a property owner has a Fifth
Amendment entitlement to compensation as soon as the government takes his property
without paying for it. “).
4830-5822-9404.4
8
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Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 39 of 88
CONCLUSION
The Commission is targeting OTC companies unfairly while relying upon an
illegal, informal rule that demands automatic re-filing of a 211 by a market-maker if the
issuer’s trading is suspended, even temporarily. This is not rooted in law or regulation.
To remedy this constitutionally deficient process, UPPR urges the Commission to vacate
and rescind the Suspension, provide UPPR with a legitimate, transparent constitutional
process to be heard, and have UPPR’s arguments considered by a neutral judicial officer.
If needed, the Petitioners also request that the Commission permit expedited briefing
(including a short reply) and an expedited hearing on this petition and as result of that
briefing and hearing, the Commission rescind and void the Suspension and order that no
one is required to follow the process outlined in 17 C.F.R Section 240.15c2-11 for the
shares of UPPR to commence trading again.
Respectfully submitted,
FOLEY & LARDNER LLP
KRUEGER LLP
Blair Kruger
Attorneys for Petitioners UPPER
STREET MARKETING INC. and
JOSEPH EARLE
DATE: July 12, 2019
4830-5822-9404.4
9
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Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 40 of 88
CERTIFICATE OF COMPLIANCE
I certify that the attached PETITION uses a 12-point, Times New Roman font and
contains 2082 words.
Dated: July 12,2019
Respectfully submitted,
FOLEY & LARDNER LLP
Pamela Johnston, Esq.
Attorneys for Petitioner UPPER
STREET MARKETING INC.
4830-5822-9404.4
10
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Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 41 of 88
AFFIDAVIT OF JOSEPH EARLE
I, Joseph Earle, state:
1. I am the President of Upper Street Marketing Inc. I have had a long and successful
business career of over 43 years: first, for two decades as a licensed stock broker; then
second, over 30 years as executive management for a variety of both private and public
operating companies.
2. From 1979 through 1998, I held a number of securities licenses with FINRA (then
“NASDR”). Those various licenses included a Series 1 license, a Series 7, 24, 63 and
others. I voluntarily let these licenses expire in 1998 through non-renewal. During these
two decades, I had no disclosures or regulatory issues anywhere as reflected in my U-4.
3. During the past 24 years of my business career, I have served as a CFO, a CEO and COO
of multiple technology and operating companies. These technologies include, but are not
limited to, telecommunications, pharmaceuticals, medical devices, hardware and software
engineering, electronic manufacturing as well as mechanical engineering and
manufacturing. I have successfully executed numerous mergers, acquisitions and other
exit strategies for these businesses.
4. In approximately April 2018,1 was retained to manage and operate a water technology
company, Growing Springs LLC (“Growing Springs”) which provided their technology
to hemp growers.
5. In August 2018, I expanded this opportunity to a dormant public company, Upper Street
Marketing Inc. (OTC trading symbol: “UPPR”), in order to pursue opportunities in the
Flemp and CBD markets domestically and internationally. In September 2018,1 executed
a reverse take-over of UPPR (the “RTO”). Since the RTO, and before, UPPR has never
1
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Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 42 of 88
engaged to any degree in any business pursuit within the so-called “Cannabis industry”,
specifically, or in a segment or sub-segment of any type of commercial Cannabis
enterprise, generally. The Petitioner, UPPR, is not a cannabis company.
6. Since September 2018, UPPR has raised approximately $3 million dollars necessary to
execute its business plan of hemp cultivation and CBD extraction via the sale of restricted
144 stock to accredited investors.
7. Since September 2018, UPPR has successfully acquired the use of over 1,200 acres
needed to grow industrial hemp in and around Center, Colorado. UPPR has planted and
is cultivating these 1,200 acres in order to produce 2,000,000 pounds of biomass needed
to extract CBDs.
8. UPPR has purchased a 100,000 square foot CBD processing facility at 701 3rd St, Center,
Colorado.
9. UPPR has leased a 12,000 square foot laboratory at 3444 Tripp Court, San Diego,
California, needed to process and manufacture CBDs.
10. UPPR is poised to be one of the largest producers of CBDs in the world.
11. The Securities and Exchange Commission personally served me with the Cease Trade
Order on behalf of the Petitioner on July 3, 2019. See Trading Suspension Order date
June 27, 2019 (the (“Order”), Commission Release No. 34- 86228,
h'H’h1. ,ygc. 20 v/lifi» at ion/s its pa /1 .v ion s/2019/34-86228. pdf'.
12. All UPPR press releases are on the OTC Markets website. Anything not on the OTC site
is bogus or from unrelated and unknown third parties, bloggers or others not affiliated
with UPPR. UPPR has never at any time released false and misleading information.
2
EXHIBIT A
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Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 43 of 88
13. UPPR began selling restricted 144 stock to accredited investors in September
2018. These stock sales pre-dated the reference to a $10.55 million facility in the Cease
Trade Order. Under the terms of the Harbor Gate Financing, on or about April 26, 2019,
UPPR and Harbor Gate LLC entered into a financing agreement with two important
components: (a) a $550,000 bridge loan fundable to UPPR immediately; and (b) a
$10,000,000 equity line fundable for UPPR upon (i) UPPR’s uplisting to the OTCQB and
(ii) UPPR’s filing of an S-l Registration Statement with the Commission, whichever
event occurs later.
14. Since the date of the Order, UPPR has filed amendments to its filings with the OTC since
September 2018. These amendments include and address each of the issues identified by
the Commission in its Order, to wit:
a. Identifying names of, and details about, investor relations firms hired by UPPR in
order to correct omissions or misstatements in UPPR’s public OTC filings on April
30, 2019 and May 23,2019;
b. Identifying names of, and details about: (a) the law firms engaged by UPPR; (b)
UPPR’s independent auditor; and (c) the merger and acquisition transaction, in
order to correct omissions or misstatements in UPPR’s public OTC filings.
c. Rectifying inadequate statements in public filings dated May 8 and May 23, 2019
of UPPR by providing, by amendment to its public OTC filings, a detailed
description of the Harbor Gate transaction (with exhibits);
d. Rectifying inadequate or unintentionally omitted statements in public filings since
November 2018 concerning the Harbor Gate Financing and other matters;
3
EXHIBIT A
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EXHIBIT A
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Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 44 of 88
e. Amending UPPR's publie filings for Deeember 31, 2018 and its quarterly report
dated Mareh 31, 2019.
The amendments to eaeh of UPPR's filings are now presently available on the web at the
following link to the OTC website: 11, ,v.otcmarkets.com/stock/UPPR/rlisclosure.
15. The reeent SEC eease trade Order exeeuted against Upper Street Marketing Ine. has
greatly damaged me, my wife, and our family. Personally, I own 35 million shares of
UPPR stoek and l O million Common Stoek purebase warrants for a total of 45 milli on
eommon shares, making me the largest shareholder of UPPR. Prior to the eease trade
order the most reeent priee was $1.50 eents per share. The effeetive value of my personal
holdings was over $67 million dollars. I am not able to trade my shares now; if this
situation does not ehange, l will have lost $67 million, At age 65, the eease trade Order,
if not rescinded, may likely eause a substantial loss to me personally, which in turn shall
dramatically affeet my plans for our retirement. Prior to this eease trade Order, my wife
and l were making a number of detailed retirement plans for the next few years that will
likely be signifieantly impaired by the Order. Additionally, my wife and I were making
plans for our ehildren and grandehildren that are also impaeted by the cease trade
order. lt is my wish that the Commission will reeonsider its position and immediately
rescind this unfair Order, let UPPR repair this damage, and get UPPR baek to its true
mission and eorporate purpose.
16. The Cease Trade Order is doing irreparable damage to UPPR.
17. Paragraphs 18 through 25 have been intentionally omitted.
4
EXHIBIT A
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EXHIBIT A
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Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 45 of 88
26.1 have read and reviewed in detail the Petition filed by UPPR with the Commission. 1
hereby verify the facts alleged in the Petition by the attorneys for UPPR.
I declare under penalty of perjury under the laws of the United States that the foregoing is
true and correct. Executed this 11th day of July 2019 in San Diego, California.
qlk.dnJ'
ov±! 'UTSl-P
4
EXHIBIT A
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EXHIBIT A
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Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 46 of 88
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
Countv of S-A^ D
personally appeared
)
____________ )
. before me, €A\oH A
Were Insert Name and Title of the Officer WsffM_£AyM^£ ____
Name(s) of Signers)
who proved to me on the basis of satisfactory evidence to be the person^ whose nameffljjslare
subscribed to the within instrument and acknowledged to me tha1/fis/sbertfiey executed the same in
(mskherttheir authorized capacity#®^and that b^hjs/taAheir signature^on the instrument the persogj®,
W the entity upon behalf of which the person^} acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph
is true and correct.
EMILY ANN SELF
Notary Public - California
San Diego County z
Commission # 2153751 ^
My Comm Expires Jun 16, 2020 i wvrwiwr • 'vwft
WITNESS my hand and official seal.
Place Notary Seal Above
--------------------------------------------------------- OPTIONAL-------------------------------------------------------
Though this section is optional, completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
Description of Attached Document \ . COjA-V'^-
Title or Type of Document: {^Document Date: ________________
Number of Pages: _______ Signer(s) Other Than Named Above: ____________________________
Capacity(ies) Claimed by Signer(s)
Signer's Name:___________________________ _ Signer's Name:__________________________
? Corporate Officer - Title(s):_______________ ? Corporate Officer - Title(s):_____________
? Partner — ? Limited ? General ? Partner — ? Limited ? General
? Individual ? Attorney in Fact ? Individual ? Attorney in Fact
? Trustee ? Guardian or Conservator ? Trustee ? Guardian or Conservator
? Other:__________________ __ _________ ___. ? Other:_______________________________
Signer Is Representing: _______________ __ Signer Is Representing: ____________________
©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item 1/5907
EXHIBIT A
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EXHIBIT A
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Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 47 of 88
4/29/2020 Upper Street Marketing Inc. Announces Strategic Partnership in Canada Other OTC:UPPR
https://www.globenewswire.com/news-release/2019/04/19/1806938/0/en/Upper-Street-Marketing-Inc-Announces-Strategic-Partnership-in-Canada.… 1/3
Upper Street Marketing Inc.
Announces Strategic Partnership
in Canada
April 18, 2019 20:09 ET | Source: Upper Street Marketing Inc.
San Diego, CA, April 18, 2019 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE -- Upper
Street Marketing Inc. (OTC Market, trading symbol UPPR) and its wholly-owned
subsidiary, Growing Springs Holding Corporation, has announced a strategic
partnership with Catch Capital Partners Inc. (CATCH) to jointly develop cannabis and
hemp production and extraction in Canada. Under the terms of the partnership
arrangement, UPPR will acquire a twenty percent (20%) interest in the common voting
equity of CATCH in exchange ??ve million common voting shares of UPPR.
“UPPR is excited to join forces with the experienced management team at CATCH to
develop their immediate and future [outdoor] cultivation and extraction projects which
have the potential to provide signi??cant cannabis and hemp supply,” said Joseph Earl,
the Chief Executive O??cer of UPPR. Mr. Jeff Wareham, the Chief Executive O??cer of
CATCH, added that “Our strategic partnership with UPPR provides strong
complementary synergies and is expected to accelerate the development of our nearterm
and longer-term initiatives. We are particularly excited that UPPR has a formal
working relationship with PrimaPharm, a San Diego based cGMP certi??ed
pharmaceutical producer, which will enable CATCH to ensure their products and
processes meet what we believe will be the gold standard for the burgeoning medical
cannabinoid market.”
Upper Street Marketing Inc. is a publicly traded Oklahoma Corporation that specializes
in acquisition, ??nance and management of hemp cultivation, extraction and CBD
manufacturing in Colorado and other US States. UPPR is uniquely serving its target
markets with cGMP grade cultivation and manufacturing standards. The rapidly
expanding hemp, CBD and cannabis markets in the North American and world markets
is a perfect opportunity for UPPR and Growing Springs Holdings Corporation.
UPPR and Growing Springs Holdings Corporation are ideally positioned to capitalize on
recent regulatory changes that dramatically enhance opportunities in hemp production
and CBD extraction as well as FDA concerns regarding use of CBDs in the marketplace.
Growing Springs Holdings Corporation website is www.growingspringsholdings.com.
? ? ? ? ? ? Email ? Print Friendly ? Share
EXHIBIT B
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EXHIBIT B
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Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 48 of 88
4/29/2020 Upper Street Marketing Inc. Announces Strategic Partnership in Canada Other OTC:UPPR
https://www.globenewswire.com/news-release/2019/04/19/1806938/0/en/Upper-Street-Marketing-Inc-Announces-Strategic-Partnership-in-Canada.… 2/3
CATCH is an Ontario, Canada based company focused on outdoor cannabis and hemp
production. Catch has identi??ed a unique property with the potential to be a market
leading outdoor project. The project offers exceptional access to infrastructure, existing
facilities uniquely suited to cannabis production, access to freshwater; gas, municipal
water, and over 200 acres of highly productive agricultural land. Catch is actively
seeking to develop further properties suitable for hemp and cannabis production.
Upper Street is also pleased to announce that it is completing its fully audited ??nancial
statements, and expects to ??le for both full SEC compliance and to uplist to the OTCQB
markets over the next weeks.
Cautionary Language Concerning Forward-Looking Statements
Statements in this press release may be "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Words such as
"anticipate", "believe", "estimate", "expect", "intend", and similar expressions, as they
relate to the Company or its management, identify forward-looking statements. These
statements are based on current expectations, estimates, and projections about the
Company's business, based, in part, on assumptions made by management. These
statements are not guarantees of future performance and involve risks, uncertainties,
and assumptions that are di??cult to predict. Therefore, actual outcomes and results
may, and probably will, differ materially from what is expressed or forecasted in such
forward-looking statements due to numerous factors. Such statements could be
affected by risks and uncertainties related to: (i) our ability to execute the Company's
business plans with the uncertainty of agricultural crops (ii) product demand, market,
and customer acceptance of the Company's products, (iii) the Company's ability to
obtain ??nancing to expand our operations, (iv) the Company's ability to attract quali??ed
sales representatives, (v) competition, pricing and development di??culties, (vi) the
Company's ability to conduct the business if there are changes in laws, regulations, or
government policies related to the Company's products, (vii) the Company's ability to
conduct operations if it faces product recalls, and (viii) general industry and market
conditions and growth rates and general economic conditions. Any forward-looking
statements speak only as of the date on which they are made, and the Company does
not undertake any obligation to update any forward-looking statement to re??ect events
or circumstances after the date of this release.
For Further Information Contact:
Upper Street Marketing
Inc.: .
Phone: (844) 535-UPPR
(8777)
Email investorrelations@upperstreetmarketing.com
Catch Capital Partners Inc
Phone (519) 494-6884
EXHIBIT B
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EXHIBIT B
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Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 49 of 88
4/29/2020 Upper Street Marketing Inc. Announces Strategic Partnership in Canada Other OTC:UPPR
https://www.globenewswire.com/news-release/2019/04/19/1806938/0/en/Upper-Street-Marketing-Inc-Announces-Strategic-Partnership-in-Canada.… 3/3
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About Us
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EXHIBIT B
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EXHIBIT B
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Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 50 of 88
4/29/2020 Upper Street Marketing Secures 1.5 Million Pounds of Hemp for CBD Extraction Other OTC:UPPR
https://www.globenewswire.com/news-release/2019/05/28/1850669/0/en/Upper-Street-Marketing-Secures-1-5-Million-Pounds-of-Hemp-for-CBD-E… 1/3
Upper Street Marketing Secures
1.5 Million Pounds of Hemp for
CBD Extraction
May 28, 2019 00:15 ET | Source: Upper Street Marketing Inc.
SAN DIEGO, CA, May 28, 2019 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE – Upper
Street Marketing Inc. (OTC Markets: symbol UPPR) and its wholly owned subsidiary
Growing Springs Holding Corp. have entered into an agreement to process 1.5 million
pounds of hemp biomass into cannabidiol (CBD) isolates and distillates with a value of
approximately $200 million.
Fox Organic Farms will deliver the biomass from its 830-acre Saguache, Colorado
cultivation to UPPR-a??liated extraction facilities in October, where it will be converted
into pharmaceutical-grade CBD products in exchange for a 50% share of the revenue.
“Ryan Fox is one of the sharpest guys transforming the Colorado agricultural landscape
and we are extremely happy to get this opportunity to work with him,” noted Upper
Street CEO Joseph Earle. “Hemp is a delicate crop that requires expert handling to
optimize CBD extraction yields without going over federal THC limits. We’re eager to
see what he brings in.”
Since Fox is a noted ??gure within the Colorado recreational cannabis and CBD industry,
recognizing revenue will be assured that the extracts are produced and delivered —
especially given the fact that current CBD supply falls far short of projected demand.
Fortune magazine and other publications have contemplated a 100X surge in CBD
consumption between now and 2023, at which point UPPR and other producers will
need to ramp up output from a currently minimal 50,000 kg of isolate to as much as 3.5
million kg. An estimated 7% of Americans are currently consuming CBD products, with
that population conservatively expanding 30% (to 25 million adults) by 2025.
Fox already has an extensive network of commercial relationships in place through
sales of CBD extracts will occur. Even though we anticipate a 10-18% CBD yield, even at
a low nominal 5% CBD yield (10-18% is more common), this arrangement can easily
generate substantial cash ??ow for UPPR while its own Colorado hemp crop approaches
harvest and extraction.
Recent industry pricing on CBD isolates are running above $3,000 per pound ($7,000
per kilogram) and many organic hemp farmers target yields of 15% CBD or higher.
? ? ? ? ? ? Email ? Print Friendly ? Share
EXHIBIT C
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EXHIBIT C
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Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 51 of 88
4/29/2020 Upper Street Marketing Secures 1.5 Million Pounds of Hemp for CBD Extraction Other OTC:UPPR
https://www.globenewswire.com/news-release/2019/05/28/1850669/0/en/Upper-Street-Marketing-Secures-1-5-Million-Pounds-of-Hemp-for-CBD-E… 2/3
“While we are eager to bring in our own hemp crop, processing Fox Organic Farms
biomass provides us with incremental revenue and a robust proof of concept,” Joseph
Earle explains.
“Successful execution will put UPPR on the national map and makes it like that we
exceed our initial $75 million revenue target for the year, opening the door to more
extensive cooperation with Fox Organic Farms in the future.”
About Upper Street Marketing and CBD
Now fully legal as a non-psychoactive product of industrial hemp, CBD has been
promoted as an effective treatment for everything from arthritis to insomnia. To date,
the only FDA-approved uses are for two rare forms of childhood epilepsy. With one of
the only integrated “seed to consumer” platforms for participating in all phases of the
industry from crop to value-added commercial and clinical product development, UPPR
intends to be a leader in FDA cGMP (Current Good Manufacturing Practice) capabilities
in the hemp and CBD marketplace.
Cautionary Language Concerning Forward-Looking Statements
Statements in this press release may be "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Words such as
"anticipate", "believe", "estimate", "expect", "intend", and similar expressions, as they
relate to the Company or its management, identify forward-looking statements. These
statements are based on current expectations, estimates, and projections about the
Company's business, based, in part, on assumptions made by management. These
statements are not guarantees of future performance and involve risks, uncertainties,
and assumptions that are di??cult to predict. Therefore, actual outcomes and results
may, and probably will, differ materially from what is expressed or forecasted in such
forward-looking statements due to numerous factors. Such statements could be
affected by risks and uncertainties related to: (i) our ability to execute the Company's
business plans with the uncertainty of agricultural crops (ii) product demand, market,
and customer acceptance of the Company's products, (iii) the Company's ability to
obtain ??nancing to expand our operations, (iv) the Company's ability to attract quali??ed
sales representatives, (v) competition, pricing and development di??culties, (vi) the
Company's ability to conduct the business if there are changes in laws, regulations, or
government policies related to the Company's products, (vii) the Company's ability to
conduct operations if it faces product recalls, and (viii) general industry and market
conditions and growth rates and general economic conditions. Any forward-looking
statements speak only as of the date on which they are made, and the Company does
not undertake any obligation to update any forward-looking statement to re??ect events
or circumstances after the date of this release.
For Further Information Contact:
Upper Street Marketing
Inc. .
Phone: (844) 535-UPPR
(8777)
Email: investorrelations@upperstreetmarketing.com
EXHIBIT C
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EXHIBIT C
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Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 52 of 88
4/29/2020 Upper Street Marketing Secures 1.5 Million Pounds of Hemp for CBD Extraction Other OTC:UPPR
https://www.globenewswire.com/news-release/2019/05/28/1850669/0/en/Upper-Street-Marketing-Secures-1-5-Million-Pounds-of-Hemp-for-CBD-E… 3/3
Newswire Distribution Network & Management
Home
Newsroom
RSS Feeds
Legal
GlobeNewswire is one of the world's largest newswire distribution networks,
specializing in the delivery of corporate press releases nancial disclosures and
multimedia content to the media, investment community, individual investors and the
general public.
About Us
© 2020 GlobeNewswire, Inc. All Rights Reserved.
EXHIBIT C
PAGE 3 OF 3
EXHIBIT C
PAGE 3 OF 3
Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 53 of 88
4/29/2020 Upper Street Marketing Approaches Full-Scale Pharmaceutical-Grade CBD Extraction With Multi-Million Dollar Equipment Order Othe…
https://www.globenewswire.com/news-release/2019/06/24/1872839/0/en/Upper-Street-Marketing-Approaches-Full-Scale-Pharmaceutical-Grade-C… 1/3
Upper Street Marketing
Approaches Full-Scale
Pharmaceutical-Grade CBD
Extraction With Multi-Million
Dollar Equipment Order
June 24, 2019 06:15 ET | Source: Upper Street Marketing Inc.
SAN DIEGO, CA, June 24, 2019 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE – Upper
Street Marketing Inc. (OTC Markets: symbol UPPR) has nalized a binding multi-million
dollar agreement to purchase state-of-the-art extraction systems from ICC Group
(https://www.icc-inc.net) designed to process up to 2 million pounds of raw hemp
biomass a year into 120,000 liters of crude cannabidiol (CBD) free from psychoactive
contaminants.
“ICC Group is one of the preeminent pharmaceutical manufacturing equipment
companies in the world,” said UPPR CEO Joseph Earle. “Executing this agreement puts
us on track to start converting raw hemp into CBD distillates and concentrates within
the next 120 days.”
ICC Group personnel have designed and installed manufacturing plants, automated
production systems and other projects budgeted at over $1 billion over the past quarter
century. Clients in the pharmaceutical space include some of the largest and most
prestigious companies in the world and many more large multinational companies that
demand adherence to FDA current Good Manufacturing Practice (cGMP) standards.
Achieving that level of quality control without sacri cing productivity on a highly
compressed timeline is central to the ICC Group mission and essential to UPPR’s
business plan. Processing the raw hemp plant into legal CBD products requires
sensitive and transparent systems to ensure that psychoactive components remain
within federal limitations for sale in all jurisdictions.
The systems UPPR has purchased will support a fully cGMP environment at all stages
of the CBD production cycle from initial biomass delivery to output in easily transported
5-gallon containers. These containers of full-spectrum hemp oil will then be shipped
from Colorado to UPPR’s San Diego laboratory for processing into higher-grade
distillates and isolates.
? ? ? ? ? ? Email ? Print Friendly ? Share
EXHIBIT D
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EXHIBIT D
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Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 54 of 88
4/29/2020 Upper Street Marketing Approaches Full-Scale Pharmaceutical-Grade CBD Extraction With Multi-Million Dollar Equipment Order Othe…
https://www.globenewswire.com/news-release/2019/06/24/1872839/0/en/Upper-Street-Marketing-Approaches-Full-Scale-Pharmaceutical-Grade-C… 2/3
As the FDA holds its ??rst hearings on CBD marketing and development practices,
manufacturers that can meet cGMP standards now will be in a stronger position to
comply if, for example, regulators decide to segregate high-grade CBD products from
those currently on the market.
“With an anticipated 2 million tons of hemp biomass already moving toward harvest
and UPPR processing facilities, securing true pharmaceutical-grade systems ensures
that we provide superior products and dramatically enhances our leadership on
compliance and quality,” CEO Joseph Earle said.
“We have the raw hemp supply relationships, the production facilities and contract
manufacturing partnerships in place. Now that the equipment itself is coming, the road
to an extraction start and signi??cant revenue event as early as September is now clear.”
Fortune magazine and other publications have contemplated a 100X surge in CBD
consumption between now and 2023, at which point UPPR and other producers will
need to ramp up output from a currently minimal annual 50,000 kg of isolate to as
much as 3.5 million kg annually.
Recent industry pricing on CBD isolates are running above $3,000 per pound ($7,000
per kilogram) and many organic hemp farmers target yields of 15% CBD or higher.
UPPR has also retained FDA-certi??ed contract pharmaceutical manufacturer
PrimaPharma (http://www.primapharma.net) to ensure that all products meet
regulatory and commercial standards.
“We remain on track to reach our stated goal of installing enough capacity to produce
over 100,000 kg of CBD isolate a year within the next 36 months,” CEO Earle explained.
About Upper Street Marketing and CBD
An estimated 7% of Americans are currently consuming CBD products, with that
population conservatively expanding 30% (to 25 million adults) by 2025. Now fully legal
as a non-psychoactive product of industrial hemp, CBD has been promoted as an
effective treatment for everything from arthritis to insomnia. To date, the only FDAapproved
uses are for two rare forms of childhood epilepsy. With one of the only
integrated “seed to consumer” platforms for participating in all phases of the industry
from crop to value-added commercial and clinical product development, UPPR intends
to be a leader in FDA cGMP (Current Good Manufacturing Practice) capabilities in the
hemp and CBD marketplace.
Cautionary Language Concerning Forward-Looking Statements
Statements in this press release may be "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Words such as
"anticipate", "believe", "estimate", "expect", "intend", and similar expressions, as they
relate to the Company or its management, identify forward-looking statements. These
statements are based on current expectations, estimates, and projections about the
Company's business, based, in part, on assumptions made by management. These
statements are not guarantees of future performance and involve risks, uncertainties,
and assumptions that are di??cult to predict. Therefore, actual outcomes and results
EXHIBIT D
PAGE 2 OF 3
EXHIBIT D
PAGE 2 OF 3
Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 55 of 88
4/29/2020 Upper Street Marketing Approaches Full-Scale Pharmaceutical-Grade CBD Extraction With Multi-Million Dollar Equipment Order Othe…
https://www.globenewswire.com/news-release/2019/06/24/1872839/0/en/Upper-Street-Marketing-Approaches-Full-Scale-Pharmaceutical-Grade-C… 3/3
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may, and probably will, differ materially from what is expressed or forecasted in such
forward-looking statements due to numerous factors. Such statements could be
affected by risks and uncertainties related to: (i) our ability to execute the Company's
business plans with the uncertainty of agricultural crops (ii) product demand, market,
and customer acceptance of the Company's products, (iii) the Company's ability to
obtain ??nancing to expand our operations, (iv) the Company's ability to attract quali??ed
sales representatives, (v) competition, pricing and development di??culties, (vi) the
Company's ability to conduct the business if there are changes in laws, regulations, or
government policies related to the Company's products, (vii) the Company's ability to
conduct operations if it faces product recalls, and (viii) general industry and market
conditions and growth rates and general economic conditions. Any forward-looking
statements speak only as of the date on which they are made, and the Company does
not undertake any obligation to update any forward-looking statement to re??ect events
or circumstances after the date of this release.
For Further Information Contact:
Upper Street Marketing Inc.:
.
Phone: (844) 535-UPPR (8777)
Email: investorrelations@upperstreetmarketing.com
© 2020 GlobeNewswire, Inc. All Rights Reserved.
EXHIBIT D
PAGE 3 OF 3
EXHIBIT D
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Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 56 of 88
4/30/2020 OTC Markets | UPPR
https://www.otcmarkets.com/stock/UPPR/news/Upper-Street-Marketing-Takes-its-Next-Hemp-Crop-Inside-Filling-its-Facility-with-3-Million-in-Additional… 1/4
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UPPR
OTC DISCLOSURE & NEWS SERVICE
Upper Street Marketing Takes its
Next Hemp Crop “Inside,” Filling its
Facility with $3 Million in Additional
Grow Equipment, Projects $15
Million in Additional Revenues
Press
Release |
06/26/2019
SAN DIEGO, CA, June 26, 2019 (GLOBE NEWSWIRE) --
via NEWMEDIAWIRE – With this year’s 1,200-acre hemp
crop in the ground and moving toward harvest, Upper
Street Marketing Inc. (OTC Markets: symbol UPPR) and
its partners are now expanding their revenue focus
beyond the 2019 cannabidiol (CBD) extraction cycle in a
$3 million stock for equipment transaction of indoor
grow equipment. UPPR will issue $3 million worth of
UPPR common shares to the seller, Fox Organic Farms.
The purchase of 100,000 watts of state-of-the-art
greenhouse lighting capacity enables UPPR to dedicate a
section of its 100,000 square-foot hemp extraction
facility to seed and transplant production during the
fallow season once an anticipated 2 million of biomass
from the outdoor crop has been processed.
Cultivating hemp seed in full compliance with federal
regulations is notoriously dif cult outdoors, where one
wrongly sexed plant can ruin a multi-million-dollar
harvest. As a result, seed and transplant operations
depend on the carefully controlled conditions that only
an indoor facility can support.
“Adding a winter cultivation to our calendar further
expands our hemp business model and extends our 2020
revenue projections by at least $15 million,” said UPPR
CEO Joseph Earle. “If you were wondering what we
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EXHIBIT E
PAGE 1 OF 3
Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 57 of 88
4/30/2020 OTC Markets | UPPR
https://www.otcmarkets.com/stock/UPPR/news/Upper-Street-Marketing-Takes-its-Next-Hemp-Crop-Inside-Filling-its-Facility-with-3-Million-in-Additional… 2/4
would be doing a??er our projected ??rst $200 million
harvest at the end of the third quarter, this is it.”
CBD producers like UPPR are already facing extremely
favorable supply dynamics for the 2019 crop year as
soaring commercial demand forces the industry to ??nd
ways to expand output from a currently minimal 50,000
kg of CBD isolate to as much as 3.5 million kg before
2023.
With enough light to start the 2020 crop early as well as
provide seedlings for other growers, UPPR is now in
position to translate what would have otherwise been
seasonal slack into a pro??table new business line,
furthering its mission of becoming one of the world’s
only true vertically integrated seed-to-store CBD
companies.
Ryan Fox, a noted ??gure within the national recreational
cannabis industry, is providing the equipment through
his Fox Organic Farms of Saguache, Colorado in
exchange for stock.
Because UPPR has adopted the highest FDA Good
Manufacturing Practices (GMP) to support both
consumer CBD merchandising partners and
pharmaceutical-grade manufacturing, CEO Earle is
optimistic that the facility will provide potential
partners with the highest-quality seedlings.
“All potential hemp growers should demand valid
documentation that the seed or clones they are
purchasing meet THC standards and are suitable for
industrial production,” he explained. “We can do that.”
An estimated 7% of Americans are currently consuming
CBD products, with that population conservatively
expanding 30% (to 25 million adults) by 2025. Given
fragmentation and inef??ciency in the newly legalized
industry, strategic leadership is essential.
About Upper Street Marketing and CBD
Now fully legal as a non-psychoactive product of
industrial hemp, CBD has been promoted as an effective
treatment for everything from arthritis to insomnia. To
date, the only FDA-approved uses are for two rare forms
of childhood epilepsy. With one of the only integrated
“seed to consumer” platforms for participating in all
phases of the industry from crop to value-added
commercial and clinical product development, UPPR
intends to be a leader in FDA cGMP (Current Good
Manufacturing Practice) capabilities in the hemp and
CBD marketplace.
Cautionary Language Concerning Forward-Looking
Statements
Statements in this press release may be "forwardlooking
statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as
"anticipate", "believe", "estimate", "expect", "intend", and
similar expressions, as they relate to the Company or its
management, identify forward-looking statements.
EXHIBIT E
PAGE 2 OF 3
EXHIBIT E
PAGE 2 OF 3
Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 58 of 88
4/30/2020 OTC Markets | UPPR
https://www.otcmarkets.com/stock/UPPR/news/Upper-Street-Marketing-Takes-its-Next-Hemp-Crop-Inside-Filling-its-Facility-with-3-Million-in-Additional… 3/4
These statements are based on current expectations,
estimates, and projections about the Company's
business, based, in part, on assumptions made by
management. These statements are not guarantees of
future performance and involve risks, uncertainties, and
assumptions that are dif??cult to predict. Therefore,
actual outcomes and results may, and probably will,
differ materially from what is expressed or forecasted in
such forward-looking statements due to numerous
factors. Such statements could be affected by risks and
uncertainties related to: (i) our ability to execute the
Company's business plans with the uncertainty of
agricultural crops (ii) product demand, market, and
customer acceptance of the Company's products, (iii) the
Company's ability to obtain ??nancing to expand our
operations, (iv) the Company's ability to attract quali??ed
sales representatives, (v) competition, pricing and
development dif??culties, (vi) the Company's ability to
conduct the business if there are changes in laws,
regulations, or government policies related to the
Company's products, (vii) the Company's ability to
conduct operations if it faces product recalls, and (viii)
general industry and market conditions and growth
rates and general economic conditions. Any forwardlooking
statements speak only as of the date on which
they are made, and the Company does not undertake
any obligation to update any forward-looking statement
to re??ect events or circumstances a??er the date of this
release.
For Further Information Contact:
Upper Street Marketing Inc.: .
Phone: (844) 535-UPPR (8777)
Email: investorrelations@upperstreetmarketing.com
Back to News Headlines
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SYMBOL
OTCM
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29.82
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BID
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ASK
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QUOTE
EXHIBIT E
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EXHIBIT E
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Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 59 of 88
4/30/2020 OTC Markets | UPPR
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EXHIBIT E
PAGE 4 OF 3
EXHIBIT E
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Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 60 of 88
UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934
Release No. 34- 86228 / June 27, 2019
The Securities and Exchange Commission (“Commission”) announced the temporary
suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (the “Exchange
Act”), of trading in the securities of Upper Street Marketing, Inc. (“UPPR”), of San Diego,
California at 9:30 a.m. EDT on June 28, 2019, and terminating at 11:59 p.m. on July 12, 2019.
The Commission temporarily suspended trading in the securities of UPPR because of questions
about the accuracy and adequacy of information publicly disseminated concerning UPPR,
including, among other things: (1) public statements by UPPR dated May 8, 2019 and May 23,
2019 concerning $10.55 million worth of purported financing for UPPR; (2) public statements by
UPPR dated April 30, 2019 and May 23, 2019 denying its retention of an investor relations firm
despite apparent possible promotional activity on behalf of UPPR; and (3) inadequate statements,
since at least November 2018, concerning a possible private offering of at least $3 million dollars
in UPPR’s common stock. This order was entered pursuant to Section 12(k) of the Exchange
Act.
The Commission cautions broker-dealers, shareholders, and prospective purchasers that they
should carefully consider the foregoing information along with all other currently available
information and any information subsequently issued by the company.
Further, brokers and dealers should be alert to the fact that, pursuant to Rule 15c2-11 under the
Exchange Act, at the termination of the trading suspension, no quotation may be entered unless
and until they have strictly complied with all of the provisions of the rule. If any broker or dealer
has any questions as to whether or not he has complied with the rule, he should not enter any
quotation but immediately contact the staff in the Division of Trading and Markets, Office of
Interpretation and Guidance, at (202) 551-5777. If any broker or dealer is uncertain as to what is
required by Rule 15c2-11, he should refrain from entering quotations relating to UPPR’s
securities until such time as he has familiarized himself with the rule and is certain that all of its
provisions have been met. If any broker or dealer enters any quotation which is in violation of
the rule, the Commission will consider the need for prompt enforcement action.
If any broker, dealer or other person has any information that may relate to this matter, they
should immediately contact Marc J. Blau, Assistant Regional Director, at (323) 965-3975, or
Roberto A. Tercero, Senior Counsel, at (323) 965-3891. The Commission appreciates the
assistance of the Financial Industry Regulatory Authority (FINRA) and OTC Markets Group,
Inc.
EXHIBIT F
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EXHIBIT F
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Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 61 of 88
4/30/2020 OTC Markets | UPPR
https://www.otcmarkets.com/stock/UPPR/news/Upper-Street-Marketing-Acts-in-Response-to-SEC-and-OTC-Trading-Suspension?id=233548 1/4
Stock Screener OTC MARKETS
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UPPR
OTC DISCLOSURE & NEWS SERVICE
Upper Street Marketing Acts in
Response to SEC and OTC Trading
Suspension
Press
Release |
07/08/2019
SAN DIEGO, CA, July 08, 2019 (GLOBE NEWSWIRE) -- via
NEWMEDIAWIRE -- As previously disclosed on June 27,
2019, the Securities and Exchange Commission
("Commission") announced in Release Number 34-86228
the temporary suspension, pursuant to Section 12(k) of
the Securities Exchange Act of 1934 (the "Exchange Act"),
of trading in the securities (the “Trading Suspension”) of
Upper Street Marketing Inc. (OTC Markets:
symbol UPPR) of San Diego, California at 9:30 a.m. EDT
on June 28, 2019, and terminating at 11:59 p.m. on July
12, 2019. UPPR is currently communicating and in
discussions with the Commission asking the
Commission to remove the Trading Suspension and to
permit a resumption of trading on the OTC Pink market.
OTC Markets Group Inc. ("OTC Markets") announced last
week online at OTCmarkets.com that it has discontinued
the display of quotes on UPPR common shares because
UPPR has been labeled “Caveat Emptor” (buyer beware).
OTC Markets Group designates certain securities as
“Caveat Emptor” and places a skull and crossbones icon
next to the stock symbol to inform investors that there
may be reason to exercise additional caution and
perform thorough due diligence before making an
investment decision in that security.
The Caveat Emptor Designation may be assigned when
OTC Markets becomes aware of one or more of the
following:
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EXHIBIT G
PAGE 1 OF 4
EXHIBIT G
PAGE 1 OF 4
Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 62 of 88
4/30/2020 OTC Markets | UPPR
https://www.otcmarkets.com/stock/UPPR/news/Upper-Street-Marketing-Acts-in-Response-to-SEC-and-OTC-Trading-Suspension?id=233548 2/4
Promotion— The security is the subject of stock
promotion that may be misleading or
manipulative. Promotional activities may include
news releases, spam email, and newsletters,
whether they are published by the issuer or a third
party. SeeOTC Markets Group's Policy on Stock
Promotion at OTCmarkets.com.
Investigation of Fraud or Other Criminal
Activities— There is an investigation or other
indication of fraudulent or other criminal activity
involving the company, its securities or insiders.
Suspension/Halt— A regulatory authority or an
exchange has halted or suspended trading for
public interest concerns (i.e. not a news or
earnings halt).
Undisclosed Corporate Actions— The security or
company is the subject of a corporate action, such
as a reverse merger, stock split, or name change,
without adequate current information being
publicly available.
Other Public Interest Concern— OTC Markets
Group may determine that there is a public
interest concern regarding the security. Such
concerns may include but are not limited to
promotion campaigns (including third-party),
unusual or unexplained trading activity, spam or
disruptive corporate actions even when adequate
current information is available.
OTC Markets will resume the display of UPPR’s stock
quotes once adequate current information is made
available by UPPR pursuant to the Alternative Reporting
Standard or by the SEC Reporting Standard, and until
OTC Markets believes there is no longer a public interest
concern. Investors are encouraged to use caution and
due diligence in their investment decisions. Please read
the OTC Market’s Investor Protectionpage and OTC
Markets Policy Regarding Caveat
Emptor at OTCmarkets.comfor more information.
The Commission temporarily suspended trading in the
securities of UPPR last because of questions about the
accuracy and adequacy of information publicly
disseminated concerning UPPR, including, among other
things: (1) public statements by UPPR dated May 8, 2019
and May 23, 2019 concerning $10.55 million worth of
purported nancing for UPPR; (2) public statements by
UPPR dated April 30, 2019 and May 23, 2019 denying its
retention of an investor relations rm despite apparent
possible promotional activity on behalf of UPPR; and (3)
inadequate statements, since at least November 2018,
concerning a possible private offering of at least $3
million dollars in UPPR's common stock. This order was
entered pursuant to Section 12(k) of the Exchange Act.
The Commission has cautioned broker-dealers,
shareholders, and prospective purchasers that they
should carefully consider the foregoing information
along with all other currently available information and
any information subsequently issued by UPPR.
EXHIBIT G
PAGE 2 OF 4
EXHIBIT G
PAGE 2 OF 4
Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 63 of 88
4/30/2020 OTC Markets | UPPR
https://www.otcmarkets.com/stock/UPPR/news/Upper-Street-Marketing-Acts-in-Response-to-SEC-and-OTC-Trading-Suspension?id=233548 3/4
Further, brokers and dealers should be alert to the fact
that, pursuant to Rule 15c2-11 under the Exchange Act,
at the termination of the trading suspension, no
quotation may be entered for UPPR unless and until
such B-Ds have strictly complied with all of the
provisions of the rule. If any broker or dealer has any
questions as to whether or not he or she has complied
with the rule, he or she should not enter any quotation
but immediately contact the staff in the Division of
Trading and Markets, Of ce of Interpretation and
Guidance, at (202) 551-5777. If any broker or dealer is
uncertain as to what is required by Rule 15c2-11, he or
she should refrain from entering quotations relating to
UPPR's securities until such time as he has familiarized
himself with the rule and is certain that all of its
provisions have been met. If any broker or dealer enters
any quotation for UPPR which is in violation of the rule,
the Commission will consider the need for prompt
enforcement action.
For Further Information Contact:
Upper Street Marketing Inc.:
Phone: (844) 535-UPPR (8777)
Email: investorrelations@upperstreetmarketing.com
About Upper Street Marketing and CBD
Now fully legal as a non-psychoactive product of
industrial hemp, CBD has been promoted as an effective
treatment for everything from arthritis to insomnia. To
date, the only FDA-approved uses are for two rare forms
of childhood epilepsy. With one of the only integrated
"seed to consumer" platforms for participating in all
phases of the industry from crop to value-added
commercial and clinical product development, UPPR
intends to be a leader in FDA cGMP (Current Good
Manufacturing Practice) capabilities in the hemp and
CBD marketplace.
Cautionary Language Concerning Forward-Looking
Statements
Statements in this press release may be "forwardlooking
statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as
"anticipate", "believe", "estimate", "expect", "intend", and
similar expressions, as they relate to the Company or its
management, identify forward-looking statements.
These statements are based on current expectations,
estimates, and projections about the Company's
business, based, in part, on assumptions made by
management. These statements are not guarantees of
future performance and involve risks, uncertainties, and
assumptions that are dif cult to predict. Therefore,
actual outcomes and results may, and probably will,
differ materially from what is expressed or forecasted in
such forward-looking statements due to numerous
factors. Such statements could be affected by risks and
uncertainties related to: (i) our ability to execute the
Company's business plans with the uncertainty of
agricultural crops (ii) product demand, market, and
EXHIBIT G
PAGE 3 OF 4
EXHIBIT G
PAGE 3 OF 4
Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 64 of 88
4/30/2020 OTC Markets | UPPR
https://www.otcmarkets.com/stock/UPPR/news/Upper-Street-Marketing-Acts-in-Response-to-SEC-and-OTC-Trading-Suspension?id=233548 4/4
customer acceptance of the Company's products, (iii) the
Company's ability to obtain ??nancing to expand our
operations, (iv) the Company's ability to attract quali??ed
sales representatives, (v) competition, pricing and
development dif??culties, (vi) the Company's ability to
conduct the business if there are changes in laws,
regulations, or government policies related to the
Company's products, (vii) the Company's ability to
conduct operations if it faces product recalls, and (viii)
general industry and market conditions and growth
rates and general economic conditions. Any forwardlooking
statements speak only as of the date on which
they are made, and the Company does not undertake
any obligation to update any forward-looking statement
to re??ect events or circumstances a??er the date of this
release.
Back to News Headlines
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SYMBOL
OTCM
LAST
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CHANGE
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BID
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ASK
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EXHIBIT G
PAGE 4 OF 4
EXHIBIT G
PAGE 4 OF 4
Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 65 of 88
4/30/2020 OTC Markets | UPPR
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UPPR
OTC DISCLOSURE & NEWS SERVICE
Upper Street Marketing Announces
Acquisition of FDA Licensed
Pharmaceutical Manufacturer as
Regulators Enforce Hemp and CBD
Manufacturing Standards
Press
Release |
07/08/2019
SAN DIEGO, CA, July 08, 2019 (GLOBE NEWSWIRE) -- via
NEWMEDIAWIRE – Upper Street Marketing Inc. (OTC
Markets: symbol UPPR) and PrimaPharma Inc. (“PPI’)
(www.Primapharma.net) of San Diego, California, an
FDA-licensed pharmaceutical manufacturer, have
signed a Letter of Intent (“LOI”) providing for UPPR to
acquire an 80% interest in PPI.
The letter of intent memorializes the commercial
relationship the companies have “cultivated” since
January 22, 2019 in which PrimaPharma Inc., agreed to
provide UPPR with services and support for the
development of hemp derived CBD products for sale and
distribution utilizing FDA current Good Manufacturing
Practices (cGMP).
“Over the last four months our relationship with
PrimaPharma Inc., proved to be such a natural t that
the principals on both sides realized we can do even
more together,” Upper Street CEO Joseph Earle
explained. “With this agreement, UPPR has many
additional tools and resources to expand our footprint in
the rapidly expanding CBD industry and beyond. FDA
cGMP standards will require vertically integrated seedto-
consumer regulatory requirements that are currently
missing in much of the current CBD industry.”
Earle further explains, “I have worked with members of
the PrimaPharma team for a decade. We are absolutely a
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EXHIBIT H
PAGE 1 OF 4
Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 66 of 88
4/30/2020 OTC Markets | UPPR
https://www.otcmarkets.com/stock/UPPR/news/Upper-Street-Marketing-Announces-Acquisition-of-FDA-Licensed-Pharmaceutical-Manufacturer-as-Re… 2/4
great ??t. “The PrimaPharma team are experts at GMP.
The further regulatory reach described by the FDA in
recent Washington DC hearings, make cGMP
compliance mandatory for domestic CBD providers.
Consumers need con??dence in the supply of CBD’s.”
Under the terms of the LOI signed today, UPPR will
provide the necessary capital to expand PrimaPharma’s
manufacturing and laboratory capabilities. The
expanded capabilities will greatly extend the ability of
PPI to deliver sterile products and for UPPR to deliver
mass CBD production to its target markets and seal the
vertical integration loop.
PrimaPharma will add approximately $5 million in
assets and is cash-??ow-neutral at a $6+ million run rate.
Following an audit, the acquisition as currently
structured will be accretive in the ??rst year a??er closing,
which UPPR management anticipates in four to six
weeks.
Strategically, the union of UPPR with PrimaPharma also
guarantees that production capacity will expand at a
moment when retail demand for CBD isolates and
distillates far outstrips supply.
Fortune magazine and other publications have
contemplated a 100X surge in CBD consumption
between now and 2023, at which point UPPR and other
producers will need to ramp up output from a currently
minimal 50,000 Kg of isolate to as much as 3.5 million
Kg.
An estimated 7% of Americans are currently consuming
CBD products, with that population conservatively
expanding 30% (to 50 million adults) by 2025. Given the
fragmentation and inef??ciency in the newly legalized
industry, strategic leadership is essential.
UPPR’s newly leased 13,000 square foot laboratory and
manufacturing facility is adjacent to PrimaPharma’s
existing San Diego operations, allowing for a nearly
seamless development of processes and quality systems
necessary for the production of hemp derived cGMP
products.
About Upper Street Marketing and CBD
Now fully legal as a non-psychoactive product of
industrial hemp, CBD has been promoted as an effective
treatment for everything from arthritis to insomnia. To
date, the only FDA-approved uses are for two rare forms
of childhood epilepsy. With one of the only integrated
“seed to consumer” platforms for participating in all
phases of the industry from crop to value-added
commercial and clinical product development, UPPR
intends to be a leader in FDA cGMP (current Good
Manufacturing Practice) capabilities in the hemp and
CBD marketplace.
Cautionary Language Concerning Forward-Looking
Statements
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4/30/2020 OTC Markets | UPPR
https://www.otcmarkets.com/stock/UPPR/news/Upper-Street-Marketing-Announces-Acquisition-of-FDA-Licensed-Pharmaceutical-Manufacturer-as-Re… 3/4
Statements in this press release may be "forwardlooking
statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as
"anticipate", "believe", "estimate", "expect", "intend", and
similar expressions, as they relate to the Company or its
management, identify forward-looking statements.
These statements are based on current expectations,
estimates, and projections about the Company's
business, based, in part, on assumptions made by
management. These statements are not guarantees of
future performance and involve risks, uncertainties, and
assumptions that are dif??cult to predict. Therefore,
actual outcomes and results may, and probably will,
differ materially from what is expressed or forecasted in
such forward-looking statements due to numerous
factors. Such statements could be affected by risks and
uncertainties related to: (i) our ability to execute the
Company's business plans with the uncertainty of
agricultural crops (ii) product demand, market, and
customer acceptance of the Company's products, (iii) the
Company's ability to obtain ??nancing to expand our
operations, (iv) the Company's ability to attract quali??ed
sales representatives, (v) competition, pricing and
development dif??culties, (vi) the Company's ability to
conduct the business if there are changes in laws,
regulations, or government policies related to the
Company's products, (vii) the Company's ability to
conduct operations if it faces product recalls, and (viii)
general industry and market conditions and growth
rates and general economic conditions. Any forwardlooking
statements speak only as of the date on which
they are made, and the Company does not undertake
any obligation to update any forward-looking statement
to re??ect events or circumstances a??er the date of this
release.
For Further Information Contact:
Upper Street Marketing Inc.: .
Phone: (844) 535-UPPR (8777)
Email: investorrelations@upperstreetmarketing.com
Back to News Headlines
Other Financial Information
Recent News & Disclosure Filings
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CHANGE
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4/30/2020 OTC Markets | UPPR
https://www.otcmarkets.com/stock/UPPR/news/Upper-Street-Marketing-Announces-Acquisition-of-FDA-Licensed-Pharmaceutical-Manufacturer-as-Re… 4/4
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4/29/2020 Upper Street Marketing Inc Announces the Completion of the Harvest of its Hemp Biomass Crop Other OTC:UPPR
https://www.globenewswire.com/news-release/2019/11/26/1952853/0/en/Upper-Street-Marketing-Inc-Announces-the-Completion-of-the-Harvest-o… 1/2
Upper Street Marketing Inc
Announces the Completion of the
Harvest of its Hemp Biomass Crop
November 26, 2019 12:46 ET | Source: Upper Street Marketing Inc.
San Diego, CA, Nov. 26, 2019 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE -- Upper Street
Marketing Inc. (OTC Market, trading symbol UPPR) and its wholly-owned subsidiary,
Growing Springs Holding Corporation, has announced the completion of the harvest of
its hemp biomass crop.
In line with our vision to ensure a sustainable supply of raw materials for consumerfacing
CBD products, hemp and CBD rm Upper Street Marketing (OTC: UPPR) recently
announced the completion of the cultivation and harvesting of its various 2019 hemp
crops.
The approximately 2 million pounds of hemp biomass crops have been cut from the
UPPR elds in Colorado and are stored in the 100,000 square foot building in Center,
Colorado.
CBD content COA’s have tested in various ranges with several testing over 10% CBD
content. All 2019 crops have tested in 100% compliance with Colorado law regarding
THC levels.
Joe Earle, the CEO of Upper Street and Growing Springs, said, “We are very pleased with
our rst hemp crop and the results of the testing for CBD content and low THC content.
This is a crop that is very well suited to being extracted and turned into very valuable
CBD crude oils, CBD isolates and CDB distillates. With what we have learned this year,
we are very con dent that we can expand our acreage for 2020.”
For Further Information Contact:
Upper Street Marketing Inc.
Phone: (844) 535-UPPR (8777)
Email investorrelations@upperstreetmarketing.com
About Upper Street Marketing and CBD
An estimated 7% of Americans are currently consuming CBD products, with that
population conservatively expanding 30% (to 45 million adults) by 2025. Now fully legal
as a non-psychoactive product of industrial hemp, CBD has been promoted as an
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EXHIBIT I
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4/29/2020 Upper Street Marketing Inc Announces the Completion of the Harvest of its Hemp Biomass Crop Other OTC:UPPR
https://www.globenewswire.com/news-release/2019/11/26/1952853/0/en/Upper-Street-Marketing-Inc-Announces-the-Completion-of-the-Harvest-o… 2/2
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About Us
effective treatment for everything from arthritis to insomnia. To date, the only FDAapproved
uses are for two rare forms of childhood epilepsy. With one of the only
integrated “seed to consumer” platforms for participating in all phases of the industry
from crop to value-added commercial and clinical product development, UPPR intends
to be a leader in FDA cGMP (Current Good Manufacturing Practice) capabilities in the
hemp and CBD marketplace.
Cautionary Language Concerning Forward-Looking Statements
Statements in this press release may be "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Words such as
"anticipate", "believe", "estimate", "expect", "intend", and similar expressions, as they
relate to the Company or its management, identify forward-looking statements. These
statements are based on current expectations, estimates, and projections about the
Company's business, based, in part, on assumptions made by management. These
statements are not guarantees of future performance and involve risks, uncertainties,
and assumptions that are di??cult to predict. Therefore, actual outcomes and results
may, and probably will, differ materially from what is expressed or forecasted in such
forward-looking statements due to numerous factors. Such statements could be
affected by risks and uncertainties related to: (i) our ability to execute the Company's
business plans with the uncertainty of agricultural crops (ii) product demand, market,
and customer acceptance of the Company's products, (iii) the Company's ability to
obtain ??nancing to expand our operations, (iv) the Company's ability to attract quali??ed
sales representatives, (v) competition, pricing and development di??culties, (vi) the
Company's ability to conduct the business if there are changes in laws, regulations, or
government policies related to the Company's products, (vii) the Company's ability to
conduct operations if it faces product recalls, and (viii) general industry and market
conditions and growth rates and general economic conditions. Any forward-looking
statements speak only as of the date on which they are made, and the Company does
not undertake any obligation to update any forward-looking statement to re??ect events
or circumstances after the date of this release.
© 2020 GlobeNewswire, Inc. All Rights Reserved.
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4/29/2020 Upper Street Marketing Completes the Acquisition of CBD Extraction Equipment Other OTC:UPPR
https://www.globenewswire.com/news-release/2019/12/09/1957968/0/en/Upper-Street-Marketing-Completes-the-Acquisition-of-CBD-Extraction-E… 1/2
Upper Street Marketing
Completes the Acquisition of CBD
Extraction Equipment
December 09, 2019 09:15 ET | Source: Upper Street Marketing Inc.
SAN DIEGO, CA, Dec. 09, 2019 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE – Upper
Street Marketing Inc. (OTC Market, trading symbol UPPR) and its wholly-owned
subsidiary, Growing Springs Holding Corporation, has announced the completion of its
acquiring 5 hemp biomass extraction modules, capable of extracting CBD isolates and
distillates from hemp.
In line with their vision to ensure a sustainable supply of raw materials for consumerfacing
products, Hemp and CBD rm Upper Street Marketing (OTC: UPPR) recently
announced the completion of a key agreement to acquire 5 biomass extraction
modules from Portland-based supplier ICC Northwest.
This will build and enhance UPPR’s ability to extract hemp biomass for its 2020
expansion. Each of the 5 modules are expected to supply an additional 20,000 pounds
of daily extraction capacity for UPPR’s biomass processing program, raising the overall
extraction numbers to 100,000 pounds of hemp biomass each day.
The modules, whose nancing has been successfully completed, are set to be delivered
to UPPR in April 2020. The event is a signi cant milestone for the company’s plans to
process and extract the 2,000,000 pounds of hemp biomass that it has stockpiled from
its 2019 cultivation exercises via strategic Colorado hemp farms, and to process hemp
biomass from other hemp growers.
UPPR’s President Joseph Earle said, “This is a key win in his company’s bid to position
itself as a transformative force in the bullish CBD market. This is an exciting moment
for both us and for the still-nascent CBD industry because of the strategic importance
of additional operational volume. The equipment and capacity building will bring us one
step closer to realizing Upper Street Marketing’s ambitious vision to usher in an FDA
cGMP compliant revolution the CBD consumables market.”
The company reports that additional modules will be in action within 3-4 weeks of
delivery. UPPR expects to push up production momentum to 100,000 pounds of hempbiomass
per-day by late May 2020. The capacity will be used to ramp up processing,
production, and distribution of both CBD distillate as well as the company’s strategic
foray into CBD-related products.
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EXHIBIT J
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4/29/2020 Upper Street Marketing Completes the Acquisition of CBD Extraction Equipment Other OTC:UPPR
https://www.globenewswire.com/news-release/2019/12/09/1957968/0/en/Upper-Street-Marketing-Completes-the-Acquisition-of-CBD-Extraction-E… 2/2
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Legal
GlobeNewswire is one of the world's largest newswire distribution networks,
specializing in the delivery of corporate press releases nancial disclosures and
multimedia content to the media, investment community, individual investors and the
general public.
About Us
About Upper Street Marketing and CBD
Now fully legal as a non-psychoactive product of industrial hemp, CBD has been
promoted as an effective treatment for everything from arthritis to insomnia. To date,
the only FDA-approved uses are for two rare forms of childhood epilepsy. With one of
the only integrated "seed to consumer" platforms for participating in all phases of the
industry from crop to value-added commercial and clinical product development, UPPR
intends to be a leader in FDA cGMP (Current Good Manufacturing Practice) capabilities
in the hemp and CBD marketplace.
For Further Information Contact: Upper Street Marketing Inc.: Phone: (844) 535-UPPR
(8777) Email: investorrelations@upperstreetmarketing.com
© 2020 GlobeNewswire, Inc. All Rights Reserved.
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Dynamo Capital Corp. Announces Its
Qualifying Transaction With A Leading
CBD/Hemp Company
Vancouver, British Columbia--(April 8, 2020) - Dynamo Capital Corp. (TSXV:DDD.P) ("Dynamo" or
the “Company”) is pleased to announce that on April 3, 2020 it entered into a letter of intent (the “LOI”)
with Linear Park Marketing, Inc. (“Linear”). According to the terms of the LOI, the Company and Linear
will negotiate, prepare and execute a definitive agreement (the “Definitive Agreement”), pursuant to
which the Company will acquire all of the issued and outstanding shares of Linear (the “Transaction”).
The Transaction is not a non-arm’s length transaction, as such term is defined in Policy 2.4 – Capital
Pool Companies of the Corporate Finance Manual of the TSX Venture Exchange (the “Exchange”)
and it is therefore anticipated that approval of the shareholders of the Company in respect of the
Transaction will not be required. The Transaction will constitute the Company’s qualifying transaction
pursuant to the policies of the Exchange and is subject to regulatory approvals and other terms and
conditions of the LOI.
About Linear
Linear has executed a definitive agreement to acquire (the “UPPR Acquisition”) the assets and stated
liabilities of Upper Street Marketing Inc. (“UPPR”) (OTC:UPPR). UPPR is a vertically integrated
company involved in industrial hemp genetics, cultivation, extraction and manufacturing of retail CBD
related products. As of the date of this release, UPPR has raised approximately US$6 million in
investment and, over the last twelve months, has grown and harvested 1,200 acres of hemp in the
form of biomass to be sold and/or extracted and hemp seeds to be sold in the market. Concurrent with
the Transaction, Linear intends to acquire (the “PrimaPharma Acquisition”) an 80 percent interest in
PrimaPharma, Inc. (“PrimaPharma”), an FDA registered pharmaceutical manufacturing facility in San
Diego, California. PrimaPharma will remain a separate company and continue developing FDA
acceptable pharmaceutical standards (cGMP) for the growing, harvesting and extracting of CBD for
the world market.
For further information respecting Linear, please contact:
Dan Koziol
Chief Marketing Officer
Telephone: 619-822-9321
The Transaction
Dynamo will issue to the shareholders of Linear on a pro rata basis 100,000,000 common shares of
the Company (the “Consideration Shares”), at a deemed issue price of $0.40 per Consideration
Share, representing aggregate deemed consideration of $40,000,000. On completion of the
Transaction, the former shareholders of Linear will own a majority of the issued and outstanding shares
of the Dynamo (then, the “Resulting Issuer”).
Completion of the Transaction is subject to the following conditions, among others: (i) completion of
the UPPR Acquisition and the PrimaPharma Acquisition; (ii) negotiation and execution of the Definitive
Agreement prior to April 30, 2020; (iii) receipt of all requisite regulatory, stock exchange, court or
governmental approvals, authorizations and consents; (iv) completion of due diligence to the
satisfaction of both parties; (v) completion of the Private Placement (as defined below); and (vi) if
applicable, each party having received all necessary approvals from their shareholders.
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Private Placement
In connection with the Transaction, it is anticipated that Dynamo will complete a non-brokered private
placement (the “Private Placement”) of common shares of Dynamo, at the price of $0.40 per share,
for minimum proceeds of $1,000,000.
The Resulting Issuer
Upon completion of the Transaction the Resulting Issuer is expected to change its name to “Linear
Holdings Inc.” or such other name as determined by Linear and the Resulting Issuer is expected to be
listed as a Tier 2 industrial issuer under the Exchange’s rules.
Leadership Team
At the closing of the Transaction, the board of directors will be comprised of the following four directors;
Mark Livingston, George Callas, Dan Koziol and Geoff Balderson. Mark Livingston will serve as the
Resulting Issuer’s chief executive officer, Dan Koziol will serve as the Resulting Issuer’s chief
marketing officer and Kelly Lenahan will serve as the Resulting Issuer’s chief financial officer.
Mark Livingston – Chief Executive Officer and Director of Resulting Issuer
Mr. Livingston is experienced in operations, finance, strategic planning, start-up companies, company
turnarounds, management information systems and planning for the succession of closely held
businesses. He has served as Co-Founder and President of Surfing’s New Image, Inc., Founding
Partner at accounting firm Campbell Boyd & Livingston, President & Chief Operating Officer at Motels
of America, Inc., President at Road Runner Sports, Inc., CEO at Price Quest, Inc., President at
Soluciones Technologias de S.A. de C.V., President & CFO at Belstar Systems Corp., President at
Sims Snowboards and CEO at Access Properties Group, Inc. just to cite a few of his many endeavors.
Mr. Livingston holds a Bachelor of Science degree in Business Administration from San Diego State
University and is a Certified Public Accountant (non-practicing) in the State of California. In addition,
Mr. Livingston has participated as a member of the Young Presidents Organization, as an advisory
board member for Blanchard Training and Development, as a board member of The Planning Forum
and as chairman of The Management Consulting Services committee for the San Diego chapter of the
California Society of Certified Public Accountants.
George Callas – Director of Resulting Issuer
George Callas is a seasoned accounting, tax and financial services executive. After several years in
public accounting, Mr. Callas formed his own CPA firm and developed an impressive list of clients. In
1991, Mr. Callas founded Harvest Farms, Inc., a USDA food manufacturing company where he
developed manufacturing processes for unique food products that were distributed nationally to
numerous county, state and federal correction facilities, as well as various national retail outlets. With
annual revenues in excess of $25 million, the company was merged in 2002 into a new entity, which
went on to grow annual revenues to in excess of $100 million by 2007 and be acquired by a private
equity investor. Since 2009, Mr. Callas has been an active participant in various start-up and growth
companies.
Mr. Callas holds a Bachelor of Science in Business from San Diego State University and is a Retired
Certified Public Accountant.
Dan Koziol – Chief Marketing Officer and Director of Resulting Issuer
Dan Koziol draws his experience in developing fast-moving consumer goods (FMCG) businesses
throughout international markets in Asia-Pacific, North America, and Europe. His experience ranges
from brand and marketing management in blue chip companies in Australia as well as a senior market
builder as General Manager Sales & Marketing at Sanitarium UK, and as Marketing Director of So
Good International (UK), a Dupont Life Sciences company. In 1996 Mr. Koziol took the Australian dairy
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alternative brand So Good into international markets and developed ingredient licensing to market
leadership in North America and Europe while incubating other dairy alternative companies and
sponsoring clinical research as chairman of the International Soy Advisory Board. In 2001, Mr. Koziol
founded The Big Idea, a market development agency in London's West End where he was CEO for
eight years. During this time Mr. Koziol established and grew major food brands from Australia, South
Africa, and New Zealand and represented the Australian government initiative in the EU partnering
with mass grocery retailers under The National Food Industry Strategy. In 2010, while serving as
Senior Vice President of Sales and Marketing with TreeFrog Developments Inc., Mr. Koziol grew the
company to over US$200 million in sales. In October 2013 Dan founded Crowd & Company,
developing companies and products by providing a full management, marketing and sales
infrastructure. Mr. Koziol holds a Master of Business Administration from the University of Technology,
Sydney.
Geoff Balderson – Director of Resulting Issuer
Geoff Balderson has over 20 years of capital market experience. Mr. Balderson is the president of
Harmony Corporate Services Ltd., and leads a team that provides bookkeeping, accounting, filing and
corporate secretarial services to publicly listed companies. Mr. Balderson is an officer and director of
various TSX Venture listed companies. Mr. Balderson is a former Investment Advisor with two
Canadian Securities dealers, and a graduate of the University of British Columbia.
Kelly Lenahan – Chief Financial Officer of Resulting Issuer
Kelly Lenahan is a result-oriented accounting professional with over 20 years’ experience working in
many different industries. Ms. Lenahan is well versed working with companies of different sizes, from
start-ups to companies with over 800 employees. She has managed many aspects from accounting
set up, income tax schedules, payroll, customer billing, general ledger thru producing financial
statements, cashflow management, budget and projections, managing cap tables, negotiating
contracts, international banking among many other areas. Ms. Lenahan has assisted executives in
business planning and development as well as all areas of setting up an office or storefront. She has
many years of experience in human resources and employee relations as well as training in several
different accounting and payroll platforms. Kelly currently manages the accounting for clients in the
biotech/pharma industry, software development and the medical/dental industry.
Control Persons
Following the Transaction, the Company will not have a control person (as such term is defined in the
Exchange’s rules).
Sponsorship
The parties are proposing to apply to the Exchange for an exemption from applicable sponsorship
requirements.
Other Matters
A comprehensive press release with further particulars relating to the Transaction, including, without
limitation, information respecting Linear’s business, the Resulting Issuer’s leadership team and the
Private Placement, will follow in accordance with the policies of the Exchange.
Trading in the common shares of the Company has been halted in accordance with the policies of the
Exchange. Trading will resume upon the successful closing or abandonment of the Transaction.
A filing statement respecting Linear and the Transaction will be prepared and filed in accordance with
the policies of the Exchange.
Linear has supplied all information contained in this news release with respect to Linear and Dynamo
and its directors and officers have relied on Linear for any such information.
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This press release is not an offer of securities for sale in the United States. The securities described
in this press release have not been registered under the U.S. Securities Act of 1933, as amended,
and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons
(as defined in Regulation S under the U.S. Securities Act of 1933, as amended) absent registration or
an exemption from registration. This press release shall not constitute an offer to sell or a solicitation
of an offer to buy nor shall there be any sale of the securities in any jurisdiction where such offer,
solicitation, or sale would be unlawful.
Completion of the Transaction is subject to a number of conditions, including but not limited to,
Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority
shareholder approval. Where applicable, the Transaction cannot close until the required shareholder
approval is obtained. There can be no assurance that the transaction will be completed as proposed
or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing
statement to be prepared in connection with the Transaction, any information released or received
with respect to the Transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction
and has neither approved nor disapproved the contents of this press release
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined
in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
About Dynamo
Dynamo is a Capital Pool Company created to identify and evaluate potential acquisitions of
commercially viable businesses and assets that have the potential to generate profits and add
shareholder value. Except as specifically contemplated in the CPC policy of the Exchange, until the
completion of its qualifying transaction, Dynamo will not carry on business, other than the identification
and evaluation of companies, businesses or assets with a view to completing a proposed qualifying
transaction.
For further information respecting Dynamo, please contact:
Geoff Balderson
Chief Executive Officer and Chief Financial Officer
Telephone: 604-602-0001
FORWARD-LOOKING STATEMENTS
Certain statements in this release are forward-looking statements, which reflect the expectations of
management regarding the Transaction, the Company’s and Linear’s future business plans. Readers
of this press release should be advised and aware that the Transaction may not occur. These
statements and other statements contained in this press release that are not purely historical fact are
forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995,
that are based on management’s beliefs, certain assumptions and current expectations. Wherever
possible, words such as “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”,
“estimate”, “predict” or “potential” or the negative or other variations of these words, or similar words
or phrases about the Company’s or Linear’s market opportunities, future plans and performances,
objectives and expectations with respect to future operations and development opportunities have
been used to identify these forward-looking statements. Forward-looking statements in this news
release include statements relating to the Transaction and its terms. Forward-looking statements
involve significant risk, uncertainties and assumptions. Many factors could cause actual results,
performance or achievements to differ materially from the results discussed or implied in the forward-
EXHIBIT L
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Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 85 of 88
looking statements. These factors should be considered carefully and readers should not place undue
reliance on the forward-looking statements. Although the forward-looking statements contained in this
press release are based upon what management believes to be reasonable assumptions, the
Company cannot assure readers that actual results will be consistent with these forward-looking
statements. These forward-looking statements are made as of the date of this press release, and the
Company assumes no obligation to update or revise them to reflect new events or circumstances,
except as required by law.
EXHIBIT L
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Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 86 of 88
PAGE 6
2019
UPPR: WE TAKE IT HIGHER (OTC: UPPR)
BUSINESS EXPANSION HIGHLIGHTS
Using the unique business model of management contracts and royalty agreements,
UPPR has created the following businesses that we manage and are paid royalties and
management fees from:
Growing Springs/Upper Street is under contract to cultivate 1,200 acres of hemp for 2019 and beyond. UPPR
owns and operates a 100,000 square foot facility for processing Cannabidiol or CBD from the hemp, in Center,
Colorado. UPPR will process over 2,000,000 pounds of bio-mass in 2019 and up to 4,000,000 pounds of biomass
in 2020. Using current pricing for CBD extract this could generate up to a target of $250,000,000 of
revenues for in 2019 and a target of up to $400,000,000 of revenues in 2020. The estimated costs for growing
the hemp and processing of the CBD oils is approximately 12% of the revenues.
In order to facilitate existing extraction and specialty product needs, UPPR has leased a 12,000 licensed CBD
laboratory processing facility in San Diego, CA. This facility borders UPPR’s collaborative pharmaceutical
partner, PrimaPharma Inc.
UPPR is also negotiating an additional 7,000 acres of hemp for cultivation in Colorado and other states for 2020
- 2024.
1
2
3
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Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 87 of 88
PAGE 11
2019
UPPR: WE TAKE IT HIGHER (OTC: UPPR)
A DIVERSIFIED OFFERING OF CANNABIS-BASED SERVICES
High quality products and services with repeatable and consistent standards and predictable results
We assist commercial agricultural
customers in designing systems
and planning mass hemp
cultivation.
Design & Planning
We significantly improve
agricultural crop performance
and yields.
HIGHER YIELDS
Growing Springs has secured
proprietary and unique AAA
cannabis and hemp genetics and
seed banks as a barrier to
determined competitors
Superior Genetics
Our Liquid Conversion Technology
(LCT) processes dramatically
reduces amounts of fertilizer and
ancillary chemicals needed in
agricultural operations.
Less Inputs
We reduce or eliminate
agricultural run-off.
Our LCT water systems are
exclusive to the cannabis and
hemp industry.
GHSC - Exclusivity
No Run-Off
EXHIBIT M
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Case 4:20-cv-00193-TCK-JFJ Document 2 Filed in USDC ND/OK on 05/07/20 Page 88 of 88
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