UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C
INFORMATION
Information
Statement Pursuant to Section 14(c) of the
Securities
Exchange Act of 1934
Check
the appropriate box:
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Preliminary
Information Statement |
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Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
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[X] |
Definitive
Information Statement |
RAPID
FIRE MARKETING, INC. |
(Name
of Registrant As Specified in Charter) |
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of Filing Fee (Check the appropriate box):
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Fee required. |
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
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Title
of each class of securities to which transaction applies: |
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Aggregate
number of securities to which transaction applies: |
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined): |
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Proposed
maximum aggregate value of transaction: |
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(5) |
Total
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(1) |
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Form,
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RAPID
FIRE MARKETING, INC.
311
West Third Street
Suite
1234
Carson
City, NV 89701
Dear
Shareholders:
We
are writing to advise you that our Board of Directors and shareholders holding a majority of our outstanding voting capital stock
have approved to effectuate the reverse stock split (the “Reverse Split”) of the issued and outstanding shares of
common stock on a 1 for 1,000 basis.
This
action was approved by written consent on November 4, 2015 by our Board of Directors and a majority of holders of our voting capital
stock, in accordance with Nevada Revised Statutes. Our directors and majority of the shareholders of our outstanding capital stock,
as of the record date of November 4, 2015, have approved the Reverse Split as it was determined to be in the best interests of
our Company and shareholders.
WE
ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
No
action is required by you. Pursuant to Rule 14(c)-2 under the Securities Exchange Act of 1934, as amended, the proposals will
not be adopted until a date at least ten (10) days after the date of this Information Statement has been mailed to our shareholders.
This Information Statement is first mailed to you on or about January 20, 2016.
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For
the Board of Directors |
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By: |
/s/
Tom Allinder |
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Name: |
Tom
Allinder |
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Title: |
Chief
Executive Officer |
RAPID
FIRE MARKETING, INC.
311
West Third Street
Suite
1234
Carson
City, NV 89701
INFORMATION
STATEMENT REGARDING
ACTION
TO BE TAKEN BY WRITTEN CONSENT OF
MAJORITY
SHAREHOLDERS
IN
LIEU OF A SPECIAL MEETING
PURSUANT
TO SECTION 14(C) OF THE
SECURITIES
EXCHANGE ACT OF 1934
WE
ARE NOT ASKING YOU FOR A PROXY,
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
GENERAL
This
Information Statement is being furnished to all holders of the common stock of Rapid Fire Marketing, Inc. (the “Company”)
as of November 4, 2015 in connection with the action taken by written consent of holders of a majority of the outstanding voting
power of the Company to authorize the Reverse Split.
“We,”“us,”
“our,” the “Registrant” and the “Company” refers to Rapid Fire Marketing, Inc., a Nevada corporation.
SUMMARY
OF CORPORATE ACTIONS
INFORMATION
STATEMENT
This
Information Statement is furnished to the stockholders of Rapid Fire Marketing, Inc., a Nevada corporation (the “Company”),
in connection with our prior receipt of approval by written consents, in lieu of a special meeting, of the holders of a majority
of our outstanding voting power authorizing the board of directors of the Company to effectuate the reverse stock split (the “Reverse
Split”) of the issued and outstanding shares of common stock on a 1 for 1,000 basis.
On
November 4, 2015, the Company obtained the approval of the Reverse Split by written consent of Tom Allinder, the Company’s
majority stockholder (the “Majority Stockholder”). The Majority Stockholder is the record owner of an aggregate 150,000,000
shares of common stock and 16,000,000 shares of Series B Preferred Stock (each share has voting rights equivalent to 2,000 shares
of common stock).
The
Reverse Split will be effectuated within ten (10) days after the mailing of this Information Statement and after the filing of:
(i) the amended Articles of Incorporation with the Nevada Secretary of State with respect to the Reverse Split and (ii) the certain
documentation with FINRA regarding the Reverse Split.
The
date on which this Information Statement will be sent to stockholders will be on or about January 20, 2016 and is being furnished
to all holders of the common stock of the Company on record as of November 4, 2015.
The
Board of Directors, and persons owning a majority of the outstanding voting securities of the Company have unanimously adopted,
ratified and approved the proposed actions by the Company’s board of directors. No other votes are required or necessary.
The
Quarterly Report on Form 10-Q for the quarters ended September 30, 2015, June 30, 2015, March 31, 2015, September 30, 2014, June
30, 2014 and March 31, 2014, and our Annual Report on Form 10-K for fiscal year ended December 31, 2014 and December 31, filed
by the Company during the past two years with the Securities and Exchange Commission may be viewed on the Securities and Exchange
Commission’s web site at www.sec.gov in the Edgar Archives. The Company is presently current in the filing of all
reports required to be filed by it.
Only
one Information Statement is being delivered to multiple shareholders sharing an address, unless we have received contrary instructions
from one or more of the shareholders. We will undertake to deliver promptly upon written or oral request a separate copy of the
information statement to a stockholder at a shared address to which a single copy of the information statement was delivered.
You may make a written or oral request by sending a written notification to our principal executive offices stating your name,
your shared address, and the address to which we should direct the additional copy of the information statement or by calling
our principal executive offices at (775) 461-5127. If multiple shareholders sharing an address have received one copy of this
information statement and would prefer us to mail each stockholder a separate copy of future mailings, you may send notification
to or call our principal executive offices. Additionally, if current shareholders with a shared address received multiple copies
of this information statement and would prefer us to mail one copy of future mailings to shareholders at the shared address, notification
of that request may also be made by mail or telephone call to our principal executive offices.
VOTE
REQUIRED
Pursuant
to the Company’s Bylaws and the Nevada Revised Statutes, a vote by the holders of at least a majority of the Company’s
outstanding votes is required to affect the Reverse Split. The Company’s certificate of incorporation does not authorize
cumulative voting. As of the record date, the Company had 9,602,284,776 voting shares of common stock issued and outstanding and
16,000,000 shares of Series B preferred stock issued and outstanding. The Majority Stockholder holds a total of 32,150,000,000
consenting shares, which represents approximately 77% of the voting rights associated with the Company’s shares.
PROPOSAL
I
GRANT
AUTHORITY TO THE BOARD OF DIRECTORS
TO
CONDUCT A ONE FOR ONE THOUSAND SHARE
REVERSE
STOCK SPLIT OF THE COMPANY’S COMMON STOCK
Purpose:
The Company’s board of directors has unanimously adopted a resolution seeking shareholder approval to authorize the Board,
to effectuate a reverse stock split upon receipt of all necessary regulatory approvals and the passage of all necessary waiting
periods. The Reverse Split would reduce the number of outstanding shares of our common stock but have no effect on the number
of outstanding shares of preferred stock. The board of directors had determined that it would be in the Company’s best interest
to conduct a reverse split of its common stock on a 1 for 1,000 basis and has received the consent of holders of a majority of
the voting power of the Company’s securities to authorize the board to conduct such a reverse split.
The
Board of Directors has determined that it is in the Company’s best interests to affect the Reverse Split and has considered
certain factors including, but not limited to, the following:
(i)
current trading price of the Company’s shares of common stock on the OTC Pink market and potential to increase the marketability
and liquidity of the Company’s common stock;
(ii)
possible reluctance of brokerage firms and institutional investors to recommend lower-priced stocks to their clients or to hold
in their own portfolios;
(iii)
desire to meet future requirements of per-share price and net tangible assets and shareholders’ equity relating to admission
for trading on other markets;
(iv)
posturing the Company and its structure in favorable position in order to effectively negotiate with potential acquisition candidates;
and
(v)
provide the management of the Company with additional flexibility to issue shares to facilitate future stock acquisitions and
financing for the Company.
For
the above reasons, the board believes that the Reverse Split is in the best interest of the Company and its shareholders. There
can be no assurance, however, that the Reverse Split will have the desired benefits.
The
Reverse Split would provide for the combination of the presently issued and outstanding shares of common stock into a smaller
number of shares of identical common stock, and the Reverse Split would affect all common stockholders uniformly. This process,
that is known as a reverse split, would take 1,000 shares of the presently issued and outstanding common stock on the effective
date of the amendment to the articles of incorporation that would carry out the Reverse Split and convert those shares into one
share of the post-reverse stock split common stock. The conversion rate of all securities convertible into common stock other
than the outstanding Preferred Stock would be proportionately adjusted.
The
board of directors has indicated that fractional shares will not be issued. Instead, the Company will issue one full share of
the post-reverse stock split common stock to any shareholder who would have been entitled to receive a fractional share as a result
of the process. Each common shareholder will hold the same percentage of the outstanding common stock immediately following the
Reverse Split as that shareholder did immediately prior to the Reverse Split, subject to a reduction in voting power due to the
increased voting power of the preferred stock and except for minor adjustment due to the additional shares that will need to be
issued a result of the treatment of fractional shares.
Effects:
The Reverse Split will be effected by filing an amendment to the Company’s Articles of Incorporation with the Nevada Secretary
of State’s office and will become effective upon such filing. The actual timing of any such filing will be made by the board
of directors based upon its evaluation as to when the requisite approvals are received and the requisite waiting periods have
passed. The Reverse Split will, however, reduce the number of issued and outstanding shares of common stock from 9,602,284,776
to approximately 9,602,285 shares. The Reverse Split will not have any effect on the stated par value of the common stock.
The
effect of the Reverse Split upon existing shareholders of the common stock will be that the total number of shares of the Company’s
common stock held by each shareholder will automatically convert into the number of whole shares of common stock equal to the
number of shares of common stock owned immediately prior to the Reverse Split divided by 1,000, with an adjustment for any fractional
shares. (Fractional shares will be rounded up into a whole share).
Upon
effectuation of the Reverse Split, each common shareholder’s percentage ownership interest in the Company’s common
stock will remain virtually unchanged, subject to a reduction in voting power due to the increased voting power of the preferred
stock and except for minor changes and adjustments that will result from rounding fractional shares into whole shares. The rights
and privileges of the holders of shares of common stock of the Company will be substantially unaffected by the Reverse Split,
except as described above in connection with the increase in relative voting power of the Series A and Series B preferred stock.
All issued and outstanding options, warrants, and convertible securities would be appropriately adjusted for the Reverse Split
automatically on the effective date of the Reverse Split. All shares, options, warrants or convertible securities that the Company
has agreed to issue other than the Preferred Stock (or agrees to issue prior to the effective date of the Reverse Split), also
will be appropriately adjusted for the Reverse Split, with the exception of the Preferred shares.
The
Reverse Split may also result in some shareholders holding “odd lots” of fewer than 100 shares of common stock. Brokerage
commissions and other costs of transactions in odd lots may be higher, particularly on a per-share basis, than the cost of transactions
in even multiples of 100 shares.
As
a result of the proposal to conduct a Reverse Split, the Company will have more authorized shares available for issuance than
it currently has available and therefore, there is a significant risk of shareholder value represented by the common stock being
further diluted by additional share issuances. The proposed Reverse Split creates a risk that current shareholders of the common
stock will see the value of those shares diluted through the issuance of additional authorized but currently unissued shares.
The current net tangible book value per share would be diluted if additional shares are issued without an increase taking place
in the net book value of the assets of the Company. The current book value of shares held by existing shareholders would not be
maintained in the event additional shares are issued. After the Reverse Split, if the board would then issue the balance of the
authorized shares, that action would have a material dilutive effect upon existing shareholders The board of directors has no
immediate plans, understandings, agreements or commitments to issue additional shares of stock for any purpose. Although the Company
has no other current financing plans or understandings, agreements or commitments for financing, if an opportunity should present
itself, the Company may issue shares of common stock in connection with such a financing. The increased capital will provide the
board of directors with the ability to issue additional shares of stock without further vote of the stockholders of the Company.
The Company’s stockholders do not have preemptive rights to subscribe to additional securities which may be issued by the
Company which means that current stockholders do not have a prior right to purchase any new issuance of capital stock of the Company
in order to maintain their proportionate ownership of the Company’s stock.
After
the taking of any action to conduct or authorize the Reverse Split is filed there is not a requirement that shareholders obtain
new or replacement share certificates. Each of the holders of record of shares of the Company’s common stock that is outstanding
on the effective date of the Reverse Split may contact the Company’s transfer agent to exchange the certificates for new
certificates representing the number of whole shares of post-reverse stock split common shares into which the existing shares
have been converted as a result of the Reverse Split.
Because
the Reverse Split results in an increase in the number of authorized but unissued shares of our common stock, it may be construed
as having an anti-takeover effect. Although the Reverse Split is not being undertaken for this purpose, in the future the board
of directors could, subject to its fiduciary duties and applicable law, use the increased number of authorized but unissued shares
to frustrate persons seeking to take over or otherwise gain control of our company by, for example, privately placing shares with
purchasers who might side with the board of directors in opposing a hostile takeover bid. Such use of our common stock could render
more difficult, or discourage, an attempt to acquire control of our company if such transactions were opposed by the board of
directors.
No
Appraisal Rights for the Amendment
Under
Nevada law, the Company’s shareholders are not entitled to appraisal rights with respect to the Reverse Split and the Company
will not independently provide shareholders with any such right.
BOARD
OF DIRECTORS’
AND
STOCKHOLDER APPROVAL
As
our directors and holders of over a majority of our voting power signed a written consent in favor of the Reverse Split, the Reverse
Split will be effective upon the filing and declaration of effective date by FINRA.
The
information contained in this Information Statement constitutes the only notice we will be providing stockholders.
VOTING
SECURITIES OF THE COMPANY
As
of November 4, 2015 (the “Record Date”), the Company had 9,602,284,776 shares of Common Stock issued and outstanding
out of 20,000,000,000 authorized shares of Common Stock. As of the Record Date, the Company had 16,000,000 shares of Series B
Preferred Stock issued and outstanding out of 16,000,000 authorized shares of preferred stock.
Holders
of record of the Common Stock and the Series B Preferred Stock at the close of business on the Record Date were entitled to participate
in the written consent of our shareholders. Each share Common Stock was entitled to one vote. Each share of Series B Preferred
Stock was entitled to 2,000 votes.
MAJORITY
STOCKHOLDER
As
of November 4, 2015, there were 41,752,284,776 voting shares issued and outstanding, including all of the Common Stock and the
Series B Preferred Stock. Pursuant to Section 78.320 of the Nevada Revised Statutes, at least a majority of the voting equity
of the Company, or at least 20,876,142,388 votes, are required to approve the Proposal by written consent. The Majority Stockholder,
namely, Tom Allinder, holds in the aggregate 32,150,000,000 votes (and therefore having approximately 77% of the total voting
power of all outstanding voting capital), has voted in favor of the Proposal satisfying the requirement under Section 78.320 of
the Nevada Revised Statutes that at least a majority of the voting equity vote in favor of a corporate action by written consent.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS
AND MANAGEMENT
The
following table sets forth information regarding the beneficial ownership of our common stock as of November 4, 2015 for: (i)
each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; (ii) each of our
named executive officers and directors; and (iii) all of our current named executive officers and directors as a group. Unless
otherwise noted, we believe that each beneficial owner named in the table has sole voting and investment power with respect to
the shares shown, subject to community property laws where applicable. An asterisk (*) denotes beneficial ownership of less than
one percent.
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Common Stock | | |
Preferred Stock | | |
% of Total | |
Name and Address of Beneficial Owner | |
Number of Shares | | |
% of Class (1) | | |
Number of Shares | | |
% of Class (2) | | |
Voting Power (3) | |
Directors and Officers | |
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Tom Allinder | |
| 150,000,000 | | |
| 3.13 | % | |
| 16,000,000 | | |
| 100 | % | |
| 77 | % |
(1)
Based on 9,602,284,776 shares of Common Stock issued and outstanding as of November 4, 2015.
(2)
Based on 16,000,000 shares of Series B Preferred Stock issued and outstanding. Each share of Series B Preferred Stock has 2,000
votes.
(3)
Percentage Total Voting Power represents total voting power for each beneficial owner with respect to all shares of our Common
Stock and Series B Preferred Stock beneficially owner as of November 4, 2015.
WHERE
YOU CAN FIND MORE INFORMATION
We
are subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended, and in accordance
with the Securities Exchange Act, we file periodic reports, documents, and other information with the Securities and Exchange
Commission relating to our business, financial statements, and other matters. These reports and other information may be inspected
and are available for copying at the offices of the Securities and Exchange Commission, 100 F Street, N.E., Washington, DC 20549.
Our SEC filings are also available to the public on the SEC’s website at http://www.sec.gov.
INCORPORATION
OF FINANCIAL INFORMATION
We
“incorporate by reference” into this Information Statement the information in certain documents we file with the SEC,
which means that we can disclose important information to you by referring you to those documents. We incorporate by reference
into this information statement the following documents we have previously filed with the SEC: our Quarterly Report on Form 10-Q
for quarterly periods ended September 30, 2015, June 30, 2015, and March 31, 2015 our Annual Report on Form 10-K for fiscal year
ended December 31, 2014 and our Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2014, June 30, 2014
and March 31, 2014. You may request a copy of these filings at no cost, by writing or telephoning us at the following address:
RAPID
FIRE MARKETING, INC.
311
West Third Street
Suite
1234
Carson
City, NV 89701
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. This Information Statement is for informational
purposes only. Please read this information statement carefully.
Dated:
January 20, 2016 |
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By
Order of the Board of Directors |
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/s/
Tom Allinder |
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Chief
Executive Officer and Director |
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