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:
¨ |
Preliminary Information Statement |
¨ |
Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
x |
Definitive Information Statement |
|
RAPID FIRE MARKETING, INC. |
(Name of Registrant As Specified in Charter) |
Payment of Filing Fee (Check the appropriate
box):
x |
No Fee required. |
|
¨ |
Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
|
|
(1) |
Title of each class of securities to which transaction applies: |
|
|
(2) |
Aggregate number of securities to which transaction applies: |
|
|
(3) |
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): |
|
|
(4) |
Proposed maximum aggregate value of transaction: |
|
|
(5) |
Total fee paid: |
|
¨ |
Fee paid previously with preliminary materials |
|
¨ |
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
|
(1) |
Amount Previously Paid: |
|
|
(2) |
Form, Schedule or Registration Statement No.: |
|
|
(3) |
Filing Party: |
|
|
(4) |
Date Filed: |
|
|
|
|
|
|
|
|
|
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 an amendment to the articles
of incorporation (the "Authorized Capital Amendment") to increase the total authorized capital from 5,000,000,000 shares
of common stock, par value $0.001 to 20,000,000,000 shares of common stock (the "Increase in Authorized Capital").
These actions
were approved by written consent on October 29, 2014 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 October 29, 2014, have approved the Increase in Authorized Capital Amendment 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.
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 twenty
(20) days after the date of this Information Statement has been mailed to our shareholders. However, on November 3, 2014, the Secretary
of States of the State of Nevada approved an amendment to increase our authorized shares to 20,000,000. We are not seeking written
consent from any stockholders other than as set forth above and our other stockholders will not be given an opportunity to vote
with respect to the actions taken. All necessary corporate approvals have been obtained, and this Information Statement is furnished
solely for the purpose of advising stockholders of the actions taken by written consent and giving stockholders notice of the actions
taken. This Information Statement is first mailed to you on or about December 2, 2014.
|
For the Board of Directors |
|
|
|
|
|
|
|
|
|
By: |
/s/ Tom Allinder |
|
|
Name: |
Tom Allinder |
|
|
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 October
29, 2014 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 Authorized Capital Amendment.
"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 amend the articles of incorporation to increase the total authorized capital
to 20,000,000,000 shares of common stock, par value $0.001 (the "Authorized Capital Amendment").
On October 29, 2014, the Company obtained
the approval of the Authorized Capital Amendment 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 date on which this Information Statement
will be sent to stockholders will be on or about December 2, 2014 and is being furnished to all holders of the common stock of
the Company on record as of October 29, 2014.
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, 2014, June 30, 2014 and March 31, 2014, the Annual Report on Form 10-K for fiscal year ended December
31, 2013 and the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2013, June 30, 2013 and September 30, 2013 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 Authorized Capital Amendment. The Company’s certificate of incorporation does not authorize cumulative voting. As of
the record date, the Company had 4,785,208,217 voting shares of common stock issued and outstanding and 16,000,000 shares of Series
B preferred stock issued and outstanding. The Majority Stockholder of the shares of common stock holds 150,000,000 shares, which
represents approximately 3.13% of the voting rights associated with the Company’s shares of common stock. The Majority Stockholder
holds 100% of the shares of Series B preferred stock, which are entitled to 32,000,000,000 votes. The Majority Stockholder voted
in favor of the Authorized Capital Amendment described herein in a majority written consent, dated October 29, 2014.
PROPOSAL I
AMENDMENT TO OUR ARTICLES OF INCORPORATION
TO INCREASE THE AUTHORIZED CAPITAL OF
THE CORPORATION
On October 29, 2014, our Board of Directors
and majority shareholders, believing it to be in the best interests of the Company and its shareholders, approved the amendment
the Company's Articles to increase the authorized share capital of the Company to 20,000,000,000 shares of common stock with the
same par value of $0.001 per share. The purpose of this proposed increase in authorized share capital is to make available additional
shares of common stock for issuance for general corporate purposes, including those contemplated by various contractual agreements,
the prospective business operations of the Company and subsequent financing activities, without the requirement of further action
by the shareholders of the Company. The Board of Directors has considered potential uses of the additional authorized shares of
common stock, which may include the seeking of additional equity financing through public or private offerings, establishing additional
employee or director equity compensation plans or arrangements or for other general corporate purposes. Increasing the authorized
number of shares of the common stock of the Company will provide the Company with greater flexibility and allow the issuance of
additional shares of common stock in most cases without the expense or delay of seeking further approval from the shareholders.
The Company is at all times investigating additional sources of financing which the Board of Directors believes will be in the
Company's best interests and in the best interests of the shareholders of the Company. However, there are no definitive agreements
in place regarding future issuances.
The shares of common stock do not carry
any pre-emptive rights. The adoption of the Amendment will not of itself cause any changes in the Company's capital accounts.
The increase in authorized share capital
will not have any immediate effect on the rights of existing shareholders. However, the Board of Directors will have the authority
to issue authorized shares of common stock without requiring future approval from the shareholders of such issuances, except as
may be required by applicable law or exchange regulations. To the extent that additional authorized shares of common stock are
issued in the future, they will decrease the existing shareholders' percentage equity ownership interests and, depending upon the
price at which such shares of common stock are issued, could be dilutive to the existing shareholders. Any such issuance of additional
shares of common stock could have the effect of diluting the earnings per share and book value per share of outstanding shares
of common stock of the Company.
One of the effects of the increase in authorized
share capital, if adopted, however, may be to enable the Board of Directors to render it more difficult to or discourage an attempt
to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity
of present management. The Board of Directors would, unless prohibited by applicable law, have additional shares of common stock
available to effect transactions (including private placements) in which the number of the Company's outstanding shares would be
increased and would thereby dilute the interest of any party attempting to gain control of the Company. Such action, however, could
discourage an acquisition of the Company which the shareholders of the Company might view as desirable.
The Company does not have any current definitive
or executed agreements regarding further proposals and arrangements to issue additional shares that will become authorized share
capital of the Company pursuant to the Authorized Capital Amendment. Also, the Authorized Capital Amendment will result in an increase
in the number of authorized but unissued shares of the Company's common stock, it may be construed as having an anti-takeover effect.
Although the Authorized Capital Amendment 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 the Company's 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.
Effective Time of the Authorized Capital
Amendment
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 twenty (20) days after the date of this
Information Statement has been mailed to our shareholders. However, on November 3, 2014, the Secretary of States of the State of
Nevada approved an amendment to increase our authorized shares to 20,000,000. We are not seeking written consent from any stockholders
other than as set forth above and our other stockholders will not be given an opportunity to vote with respect to the actions taken.
All necessary corporate approvals have been obtained, and this Information Statement is furnished solely for the purpose of advising
stockholders of the actions taken by written consent and giving stockholders notice of the actions taken. This Information Statement
is first mailed to you on or about December 2, 2014.
No Appraisal Rights for the Amendment
Under Nevada law, the Company’s shareholders
are not entitled to appraisal rights with respect to the Authorized Capital Amendment 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 Amendment to the Articles of Incorporation and the Authorized
Capital Amendment, we are authorized to file Articles of Amendment to the Articles of Incorporation with the Nevada Secretary of
State. The Authorized Capital Amendment will be effective upon the filing of the Articles of Amendment with the Secretary of State
of the State of Nevada.
The information
contained in this Information Statement constitutes the only notice we will be providing stockholders.
VOTING SECURITIES OF THE COMPANY
As of October 29, 2014 (the "Record
Date"), the Company had 4,785,208,217 shares of Common Stock issued and outstanding out of 5,000,000,000 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 25,000,000 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 October 29, 2014, there were 36,785,208,217
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 18,392,604,109 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 87.39% 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 October 29, 2014 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.
Name and Address of Beneficial Owner |
Common Stock |
Preferred Stock |
% of Total Voting Power (3) |
|
Number of Shares |
% of Class (1) |
Number of Shares |
% of Class (2) |
|
Directors and Officers |
|
|
|
|
|
Tom Allinder |
150,000,000 |
3.13% |
16,000,000 |
100% |
87.39% |
5% Shareholders and Holders of Convertible Stock |
|
|
|
|
|
IRONRIDGE GLOBAL IV, LTD.ONE LIBERTY PLAZA, 52 FLOOR, NEW YORK NY 10006 (4) |
326,000,000 |
6.813% |
- |
- |
* |
ICONIC HOLDINGS, LLC 7200 WISCONSIN AVE, SUITE 206, BETHESDA MD 20814 (5) |
52,631,579 |
1.1% |
|
|
|
(1) Based on 4,785,208,217 shares of Common
Stock issued and outstanding as of October 29, 2014.
(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 October 29, 2014.
(4) As of September 30, 2014, approximately
$650,000 of the Series A2 Notes balance remained unpaid to Ironridge Global IV, Ltd. The Series A2 can be converted at any time
and has a fixed conversion price of $0.00225 per common share. As of September 30, 2014, $4,949,505 of the Series C Notes balance
remained unpaid. At no point in time may Ironridge Global IV, Ltd. hold more than 9.99% of the total outstanding common stock or
other voting securities of the Company.
(5) On February 28, 2014, the Company,
entered into an Equity Line of Credit (the “Equity Line of Credit”) with Iconic Holdings, LLC (“Iconic”).
Pursuant to the Equity Line of Credit, Iconic committed to purchase up to $2,000,000 of the Company’s common stock over twenty-four
months from the first day following the effectiveness of a registration statement. Iconic is not obligated to purchase shares if
its total number of shares beneficially held at that time would exceed 4.99% of the number of shares of the Company’s outstanding
common stock as determined in accordance with Rule 13d-1 of the Securities Exchange Act of 1934, as amended. In addition, the Company
is not permitted to draw on the facility unless there is an effective registration statement to cover the resale of the shares,
which it does not currently have in place.
On January 28, 2014, Iconic bought a 10%
convertible note issued by the Company. As of September 30, 2014, the outstanding balance on the note is $85,000 in principal.
At any time the note may be converted into common stock, at the lower of $0.0006 or 50% discount off the lowest trading price for
the Company’s common stock within the twenty (20) days preceding the conversion. Pursuant to the terms of the convertible
note, the holder will not submit a conversion to the Company that would result in the holder owning more than 9.99% of the total
outstanding shares of the Company.
* Less than 1%
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, 2014, June 30, 2014, March 31, 2014 and June 30, 2014, our Annual Report on Form 10-K for fiscal year ended
December 31, 2013 and our Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2013, June 30, 2013 and
March 31, 2013. 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: December 2, 2014 |
|
|
|
By Order of the Board of Directors |
|
|
|
/s/ Tom Allinder |
|
Chief Executive Officer and Director |
|