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Upper Street Marketing Inc.

Upper Street Marketing Acts in Response to SEC and OTC Trading Suspension

Source: Upper Street Marketing Inc.

San Diego, CA - (NewMediaWire) - July 8, 2019 - 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:

  • 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 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 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.

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, 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 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 "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 difficult 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 financing to expand our operations, (iv) the Company's ability to attract qualified sales representatives, (v) competition, pricing and development difficulties, (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 reflect events or circumstances after the date of this release.