Stockplayer, welcome to IH. It seems your first ever post

New Post Public Reply Private Reply Replies (2) Message Board
EliteYoda stockplayer #5322

Stockplayer, welcome to IH. It seems your first ever post via a quote from the "other" board after joining the IH site today references a rather in depth attack and allegations on RFMK management but I am not sure why the original poster is allegedly "respected" on iScam because the post contains many assumptions and faulty speculation and conjecture which does not add up.

Let us first gain perspective, the text below is from the Sept 25 PR announcing that the company had landed funding from Ironridge.

"CARSON CITY, Nev., Sept. 25, 2012 /PRNewswire via COMTEX/ -- Rapid Fire Marketing (Pink Sheets: RFMK) a developer, producer and distributor of vapor inhalers announced today that the Company has obtained its first institutional investments from Ironridge Consumer Co., a division of Ironridge Global IV Ltd. The first investment which is nearly $700,000 will enable Rapid Fire Marketing to settle accounts payable and significantly increase its inventory of vapor inhalers, expand its product line and business operations via a new division. Additionally, the costs of the Company getting to fully reporting status will be offset significantly via the Ironridge investment.
The second funding is a $1.5 million cash financing which will enable the Company to more than meet all financial obligations as well as expand its business on all fronts. The term of this deal is for 30 months whereby Rapid Fire Marketing will receive $50,000 in funding per month. "

The "first investment" referenced equates to the recent SC 13G filed by Ironridge for about $700k. This explicitly means that Ironridge obtained 143,500,000 shares for about $700k. The cost basis for such an investment in RFMK is at about $0.0048/share, hardly 70% of the closing price of $0.0019 on Sept 18. The poster misunderstood the legal terms of the agreement in the SC 13G and needs to re-read and re-formulate the math used.

http://www.otcmarkets.com/edgar/GetFilingHtml...ID=8829826

"On September 19, 2012, IV and the issuer settled $643,134 in accounts payable of the issuer now owned by IV, in exchange for shares of common stock of the issuer. Pursuant to an order approving stipulation for settlement of claims between IV and the issuer, IV is entitled to receive that number of shares with an aggregate value equal to the debt amount plus an 8% third-party agent fee, a 3% fee and reasonable attorney fees, divided by 70% of the following : the closing price of the issuer’s common stock on the date prior to entry of the order, not to exceed the arithmetic average of the individual daily volume weighted average prices of any five trading days during a period equal to that number of consecutive trading days following the date of initial receipt of shares required for the aggregate trading volume to exceed $2.5 million.

IV is prohibited from receiving any shares of common stock that would cause it to be deemed to beneficially own more than 9.99% of the issuer’s total outstanding shares at any one time. IV received an initial issuance of 143,500,000 shares, and may be required to return or be entitled to receive shares, based on the calculation summarized in the prior paragraph. For purposes of calculating the percent of class, the reporting persons have assumed that there were a total of 1,296,613,712 shares of common stock outstanding immediately prior to the issuance of shares to IV, such that the shares initially issued to IV would represent approximately 9.99% of the outstanding common stock after such issuance."

This shows that at the time of the issuance, there were 1.3B shares in the O/S. The most up to date figures for the share structure is 1.44B shares which properly accounts for the newly issued 143,500,000 common shares which Ironridge obtained via this equity financing deal. Whatever shares were issued way back when the 504D issuance was executed, back in January, were probably restricted and caused the restricted share count to rise. Note, since this Ironridge share deal was executed, we have not seen the restricted share count rise, this means that Ironridge only has common shares and they own exactly 9.99% of the O/S which matches up exactly with how many shares were issued in the deal outlined in the 13G, thus, the assumption that the old 504D offering had anything to do with Ironridge or their stake is utterly wrong. This means that all of the backwards arithmetic that follows is irrelevant and means nothing.

The details for the old January 504D offering, when the current CEO, Mr Allinder, was not even the active CEO (Allinder became CEO in mid March), are below :
http://www.otcmarkets.com/edgar/GetFilingHtml...ID=8711447

Date of First Sale    2012-01-12 

Total Amount Sold $195,000 USD

filed 2012-07-05

"Ironridge cannot provide $2.2 million in financing without doing an S-1 filing"

There is no reason for Ironridge to be required to file an S-1, I have no clue where that assumption arose, but S-1 filings are for issuers of public corps like RFMK, not private investment firms like Ironridge. LOL. Some useful information about 13D and 13G and S-1 filings are below.

"Form S-1 is an SEC filing used by public companies to register their securities with the U.S. Securities and Exchange Commission (SEC) as the "registration statement by the Securities Act of 1933". The S-1 contains the basic business and financial information on an issuer with respect to a specific securities offering"

"Section 13(g) is very similar to Section 13(d). However, the requirements of Section 13(g) are less burdensome because Section 13(g) is designed to require reporting by qualified institutional investors and passive investors which do not raise the types of concerns underlying Section 13(d). Under this section, reporting entities must file Schedule 13G, which is very similar to Schedule 13D but requires less information and, in most cases, must only be updated on an annual basis. Schedule 13G must be filed when a qualified institutional investor exceeds 5% of a class of outstanding registered equity securities provided they hold the securities due to their normal course of business and not to affect change or influence control of the issuer. Schedule 13G is actually combined with Schedule 13D.

An investment advisor registered with either a state or the SEC could be considered a qualified institutional investor and more likely subject to Section 13(g) as opposed to Section 13(d). A passive investor would be a person or entity that trades for its own account and does not fall within the definition of qualified institutional investor, e.g. broker/dealer, investment advisor, or insurance company. Schedule 13G must be filed within 45 days of the end of the calendar year in which the qualified institutional investor exceeds the 5% threshold. Going forward, amendments are required on an annual basis. Amendments are also required within 10 days after the end of a month in which beneficial ownership exceeds 10% or more and within 10 days after the end of a month when ownership increases or decreases by at least 5%."

Just a suggestion, but do not just blindly listen and become confused at all of the noise you hear and see on "other" boards, especially iScum, most of the posts by the bashing shorter group are there to deceive and manipulate. I suspect these new posts referencing the Brenda Hamilton Law group is just to pump the securitieslawyer101.com site to get new clients. Stay informed out there and be careful not to step into the BS.

$RFMK!

Rapid Fire Marketing, Inc. (RFMK) Stock Research Links

RFMK Board Company Profile Buy Rating Time & Sales News Filings Financials
Scroll down for more posts ▼

Top 10 Most Recent News Articles

Naviu's AI Travel Guide: Revolutionizing Japan Tours

Updated Category News Views 190

A New Era of Touring Japan: Meet Naviu Alright, travelers, strap in—Naviu is about to flip your trip to Japan upside down. Launching November 1st, 2026, this AI-powered augmented reality travel companion is trying to make exploring Japan easier than ever. Behind this innovative gem is TANGLE Inc., working with technology so cutting-edge, it's practically slicing through...

Continue Reading
CJ BIO's Bold Steps for Sustainable Animal Nutrition

Updated Category News Views 225

Breaking New Ground in Animal Nutrition Picture this: industry big wigs and farmers alike, all rubbing elbows at EuroTier 2026, the grand meeting ground for animal nutrition's future. This is where CJ BIO is flexing its muscles, not by just tossing ingredients into the mix, but by revolutionizing them under the banner "Feed Intelligence for Sustainable Performance." Now,...

Continue Reading
Langford Chosen for Navy Mutual's 2026 Bolles Award

Updated Category News Views 404

Awarding a Military Financial Educator There's something profoundly rewarding when hard work and dedication get their due recognition. That's precisely what's happened for Lacey Langford, who’s just been awarded the Lieutenant Timothy Dix Bolles Excellency in Education Award by the Navy Mutual Aid Association, or simply Navy Mutual. This isn’t just some...

Continue Reading
SKYWORTH Solar's Solavita: Energizing Global Microgrids

Updated Category News Views 199

Aiming for Global Reach with Solavita Usually, when a company flings a new brand into the arena, you're looking at a whole bunch of promises and probably a fat folder of paperwork you don't want to read. But when SKYWORTH Solar dishes out Solavita as its new ace in the smart microgrid game, you reckon there's a bit of serious starch in the collar. Harnessing Worldwide...

Continue Reading
HanAll F&B Pioneers New Path for Domestic Rice Noodles

Updated Category News Views 360

New Spin on an Old Favorite: Rice Noodles Forget about the same old wheat noodles clogging up the pantry. HanAll F&B is revamping the noodle game with a homegrown twist, setting sights on a future where Korean rice isn't just for steaming, soup, or sushi. This outfit from Taebaek, Gangwon, has got its hands deep in the rice flour, finessing a patent that aims to make...

Continue Reading
ModelBest & OpenBMB Unveil Open-Source OCR Models

Updated Category News Views 200

A New Frontier in Document Parsing Just when you thought document parsing couldn't get any more advanced, ModelBest and OpenBMB come along with a game-changing release: the MiniCPM-OCR series. This duo of dynamite models, MiniCPM-OCR 1.0 and Jev, is all about taking the efficiency and performance expectations for open-source OCR models up a couple of notches. If you're an...

Continue Reading
Yangtze River Culture Festival Spotlights Integration, Tradition

Updated Category News Views 237

A Celebration of Culture and Integration Here's an event that flips the script on the typical festival circuit: the 2026 Yangtze River Culture Festival. It's as much about heritage as it is about economics, dovetailing culture with tourism in a way that makes wallets a little fatter and souls a little richer. Kicking off in Yonglian Village, Zhangjiagang, this festival...

Continue Reading
SAMILBIO Gambles on 'Chaeyun' Launch With November Events

Updated Category News Views 72

Can SAMILBIO's New Products Make a Splash? In a world where skincare is more competitive than a hot dog stand outside a vegan festival, here comes SAMILBIO with their latest offerings. Launching a whitening cream and an acne-fighting gel under the 'Chaeyun' brand, this company isn't just sticking to digital—it's diving into face-to-face consumer interaction. I mean,...

Continue Reading
Roof Flashing Insights with Expert Jeremiah Lightsey

Updated Category News Views 84

Why Flashing Is the Backbone of a Leak-Free Roof Ever wonder why some roofs just seem to withstand the wrath of Mother Nature better? The answer, my friends, often boils down to a little unsung hero: roof flashing. Our roof parts aren't exactly playing an even game; you've got chimneys, walls, skylights, just asking for trouble. That's where flashing steps in like an...

Continue Reading
Mastering Progressive Overload: Break Workout Plateaus

Updated Category News Views 120

Getting off the Fitness Merry-Go-Round You've been hitting the gym, feeling great, and suddenly—bam! You've hit a wall so hard you might as well be a bug on a windshield. That's where our buddy Joshua Bankes comes in, explaining the magic of progressive overload for fitness buffs. Understanding Plateau Phenomena Remember, results aren't linear. As you start a new...

Continue Reading

Top 5 Most Recently Viewed Articles

FinVolution Group to Release Q3 2025 Results and Insights

Updated Category News Views 178

FinVolution Group to Announce Financial Results Soon FinVolution Group, a distinguished fintech platform, is set to present its unaudited financial results for the third quarter of 2025. The announcement will occur after the U.S. markets close on an upcoming Wednesday. Key Earnings Call Details Management will hold an earnings call promptly at 7:30 PM U.S. Eastern Time....

Continue Reading
Granite REIT Announces September 2024 Distribution Details

Updated Category News Views 87

Granite REIT Declares September 2024 Distribution Granite Real Estate Investment Trust ("Granite") (TSX: GRT.UN / NYSE: GRP.U) has announced a monthly distribution of CDN $0.275 per stapled unit for September 2024. This decision made by the board of trustees highlights Granite's dedication to delivering consistent returns to its unitholders. Distribution Details This...

Continue Reading
La-Z-Boy Incorporated Announces Quarterly Dividend for Investors

Updated Category News Views 133

La-Z-Boy Incorporated Announces Quarterly Dividend La-Z-Boy Incorporated (NYSE: LZB), a leading name in the furniture retail and manufacturing industry, has officially declared a quarterly cash dividend of $0.22 per share. This financial move is indicative of the company's ongoing commitment to delivering value to its shareholders and underscores its robust business...

Continue Reading
PetSmart Charities Welcomes New Veterinary Leaders to Board

Updated Category News Views 192

PetSmart Charities Strengthens Leadership with New Appointments PetSmart Charities recently announced the addition of two distinguished veterinary professionals to its Board of Directors — Dr. Kwane Stewart and Dr. Phillip D. Nelson. With a shared dedication to enhancing access to care and promoting equity in veterinary medicine, both leaders are poised to make...

Continue Reading
Zinzino AB Reports Strong Year-End Growth for 2024

Updated Category News Views 573

Strong Year-End Report for Zinzino AB Zinzino AB has achieved significant growth throughout 2024, culminating in a successful year-end financial report. The company's revenues for the fourth quarter reached SEK 713.5 million, which marks a remarkable increase of 35% compared to the same quarter last year. This growth trend is supported by a robust performance in local...

Continue Reading