http://xml.10kwizard.com/filing_raw.php?repo=...ge=8476883 Filed on: September 19, 2012
Form SC 13G RAPID FIRE MARKETING, Filed by: Ironridge Global IV, Ltd. 09/19 04:26 PM
United states
Securities and exchange commission
WashinGton, d.c. 20549
Schedule 13G
Under the securities exchange act of 1934
RAPID FIRE MARKETING, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
75339L206
(CUSIP Number)
September 19, 2012
(Date of Event which requires filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| þ | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
| The information required in the remainder of this cover page shall not be deemed to be “filed” for purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). |
| 1. | NAME OF REPORTING PERSON |
Ironridge Global IV, Ltd.
IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) | ¨ | |
| (b) | ¨ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| 5. | SOLE VOTING POWER |
0* (See Item 4)
| 6. | SHARED VOTING POWER |
| 0 |
| 7. | SOLE DISPOSITIVE POWER |
143,500,000* (See Item 4)
| 8. | SHARED DISPOSITIVE POWER |
0
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
143,500,000* (See Item 4)
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: q |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: |
| 9.99%* (See Item 4) |
| 12. | TYPE OF REPORTING PERSON |
OO
* Subject to adjustment. (See Item 4)
| 1. | NAME OF REPORTING PERSON |
Ironridge Global Partners, LLC
IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
27-4741201
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) | ¨ | |
| (b) | ¨ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| 5. | SOLE VOTING POWER |
0* (See Item 4)
| 6. | SHARED VOTING POWER |
| 0* (See Item 4) |
| 7. | SOLE DISPOSITIVE POWER |
| 0* (See Item 4) |
| 8. | SHARED DISPOSITIVE POWER |
0* (See Item 4)
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0* (See Item 4)
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: q |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: |
| 0%* (See Item 4) |
| 12. | TYPE OF REPORTING PERSON |
HC
*Excludes shares owned by Ironridge Global IV, Ltd. (See Item 4)
| 1. | NAME OF REPORTING PERSON |
Brendan T. O’Neil
IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
| (a) | ¨ | |
| (b) | ¨ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| 5. | SOLE VOTING POWER |
0* (See Item 4)
| 6. | SHARED VOTING POWER |
0* (See Item 4)
| 7. | SOLE DISPOSITIVE POWER |
| 0* (See Item 4) |
| 8. | SHARED DISPOSITIVE POWER |
0* (See Item 4)
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0* (See Item 4)
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: q |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: |
| 0%* (See Item 4) |
| 12. | TYPE OF REPORTING PERSON |
IN
* Excludes shares owned by Ironridge Global IV, Ltd. (See Item 4)
| 1. | NAME OF REPORTING PERSON |
Richard H. Kreger
IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
| (a) | ¨ | |
| (b) | ¨ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| 5. | SOLE VOTING POWER |
0* (See Item 4)
| 6. | SHARED VOTING POWER |
0* (See Item 4)
| 7. | SOLE DISPOSITIVE POWER |
| 0* (See Item 4) |
| 8. | SHARED DISPOSITIVE POWER |
0* (See Item 4)
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0* (See Item 4)
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: q |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: |
| 0%* (See Item 4) |
| 12. | TYPE OF REPORTING PERSON |
IN
* Excludes shares owned by Ironridge Global IV, Ltd. (See Item 4)
| 1. | NAME OF REPORTING PERSON |
John C. Kirkland
IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
| (a) | ¨ | |
| (b) | ¨ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| 5. | SOLE VOTING POWER |
0* (See Item 4)
| 6. | SHARED VOTING POWER |
| 0* (See Item 4) |
| 7. | SOLE DISPOSITIVE POWER |
| 0* (See Item 4) |
| 8. | SHARED DISPOSITIVE POWER |
0* (See Item 4)
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0* (See Item 4)
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: q |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: |
| 0%* (See Item 4) |
| 12. | TYPE OF REPORTING PERSON |
IN
* Excludes shares owned by Ironridge Global IV, Ltd. (See Item 4)
| 1. | NAME OF REPORTING PERSON |
Keith Coulston
IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
| (a) | ¨ | |
| (b) | ¨ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| 5. | SOLE VOTING POWER |
0* (See Item 4)
| 6. | SHARED VOTING POWER |
0* (See Item 4)
| 7. | SOLE DISPOSITIVE POWER |
| 0* (See Item 4) |
| 8. | SHARED DISPOSITIVE POWER |
0* (See Item 4)
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0* (See Item 4)
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: q |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: |
| 0%* (See Item 4) |
| 12. | TYPE OF REPORTING PERSON |
IN
* Excludes shares owned by Ironridge Global IV, Ltd. (See Item 4)
| ITEM 1 (a) | Name of Issuer: |
Rapid Fire Marketing, Inc.
| (b) | Address of Issuer’s Principal Executive Offices: |
1802 North Carson Street
Carson City, Nevada 89701
| ITEM 2 (a) | Name of Person Filing: |
This statement is filed by Ironridge Global IV, Ltd. (“IV”) with respect to shares of common stock beneficially owned by IV, and by Ironridge Global Partners, LLC (“IGP”) and IGP’s managing members Brendan T. O’Neil, Richard H. Kreger, John C. Kirkland and Keith Coulston with respect to the shares that may be obtained by IV.
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