I finally had some time to read the Form 10 and ac
Post# of 11899
Posted On: 12/31/2013 6:46:51 PM
I finally had some time to read the Form 10 and actually IMO there is a lot of information in the report from the company. It appears that the CEO is indeed taking seriously the need for transparency and accounting of all the financial goings-on from the sorted past by previous management.
A few key items stood out for me which I thought I would share along with my opinions and thoughts. Please feel free to respond with opinions.
First of all, the sorted activities of the previous management group is there in the Form 10 for all to see. From what I have gathered, in retrospect, now knowing WHY all of the dilution has been done by Allinder over the past year, I am now of the opinion that it was all actually very necessary in order to clean up this corporate entity so real business progress can occur going forward. The company was deep in debt, previous management had been giving themselves very large annual salaries (of over one million dollars, etc) along with improper stock issuances to themselves and sucking investors dry of money in exchange for all those converted shares. According to the Form 10, none of the previous individuals responsible for all these financial shenanigans still have any shares or access or control over any company accounts. I remember ranting about Allinder paying nearly half a million dollars to B Fouch for some reason and was appalled at the notion that there was no explanation for shareholders but it seems there is actually an indirect explanation provided in the Form 10 (in the fine print, as it were). It appears that effectively there are no longer any individuals from past management owning any stock in this company and IMO that is a very good thing for shareholders. The Form 10 states,
It seems that all the goings-on behind the scenes with conversions and common share issuances for 2011 and 2012 are now entirely accounted for.
What I find very interesting about the above figures is that as of the end of September, the public float is just over the number of shares which are accounted if one sums all the shares given to previous management; remember pref shares are converted 30 for 1. This makes me think that the majority of the public shares sloshing around every month, week, day in the open market for almost this entire year has just been the shares which were dumped into the hands of the public by the previous management team. And since then, with no significant/realized company news or progress in so long, it is no surprise that the PPS has fallen from par value to low triple zeros.
The Schedule 13G for IronRidge states,
"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."
"...there were a total of 1,296,613,712 shares of common stock outstanding immediately prior to the issuance of shares to IV..."
So much for all the ranting and raving about so-called "unregistered" share issuances allegedly making the company look "shady".
It turns out, the initial funding agreement with IronRidge was simply a court settlement for resolving outstanding debt racked up by the previous
management team. Perhaps Allinder deserves some credit for negotiating such a good outcome for the company in the resolution of it's outstanding debt and legal issues. Hmmm..
It stands to reason that about 1.8B shares are owned by IronRidge and any insiders left with converted shares (likely very few).
We know that just about 800M shares were issued to IronRidge via the initial "funding agreement", so that leaves about 1B un-accounted for.
For 2013 the second funding agreement details $50,000 per month compensated via common shares so the average price since that funding began
is just about and since then say about $450,000 inflows (9 months * $50,000 per month) then that would mean that IronRidge would have a total allotment of shares from that funding of approximately 1B ($450,000 / $0.00045 avg price per share during the period of issuance). And voila, it appears that the 1B shares are accounted for and are likely all held by IronRidge. This would mean that their total cost basis is $643k/780M + $450k/1B = $1.093M / 1.78B ~=
$0.0006 per share
Looking at a chart, it appears that since the end of September, the total aggregate volume which has cut the market cap in half (down to $0.0003) has been
on only a couple hundred million shares and there is no telling to what degree those shares have churned. Indeed the 200 DMA is about $0.0008 which is still two ticks higher than IronRidge's cost basis.
Current market cap is at about $700,000. What is amusing about that figure is that it is $300,000 less than what IronRidge has invested into RFMK
so all of the suggestions that IronRidge is just a toxic funding partner profiting off of RFMK management's "greed" just really makes no sense.
So far since Mr Allinder has taken the reigns of this company, the toxic debt left to rot by the previous shady management has been dealt with (though
at the cost of investors) but IronRidge has taken a substantial portion of that cost in order to clean up the company balance sheet.
Furthermore, if we assume IronRidge owns about 1.8B shares of the 2.33B shares in the company, then that leaves about 500M shares in the hands of the
public. According to filings there are about 60 shareholders of record which would mean that if for the sake of argument we assume an equal weighting among
shareholders (which is unlikely) then each would have roughly 8.3M shares and at the current PPS that would mean a total investment into RFMK worth about
$2,500 for each investor. This is total and utter speculation but IMO it makes sense; $2,500 invested into a penny stock seems to be a reasonable number
which I would imagine keeps things on the safe side for most PK investors/traders, BWTFDIK.
Oh by the way, there is still a maximum of about 8M pref shares which could potentially be converted to about 240M shares in the next year, that would represent a dilutive effect on shareholders of roughly (240M/2.33B) = 10%.... woooooo, uh oh!!
I wonder which shareholder out there who owns stock in this company is worried about a 10% loss on his/her investment caused by dilution over the next year, meanwhile 2 cent trades all day every day mark the holdings down 33% and then back up 50% with every trade. LOL whatever...
It seems all the negative bashing and playing on the fears of PK investors every single day on message boards, pounding the table that this stock will go
to $0.0001 and remain there for eternity, does not actually represent that terrible of an outcome for the average investor; it would be akin to a PK
investor losing roughly $1,700 in a speculative investment. On the other hand, if RFMK ever moves back up to the IronRidge cost basis of $0.0006 then it
would represent an investment return of 100% for the average investor and a gain of ~$2,500!!! Indeed, the risk vs reward in RFMK seems to be quite
interesting. All just my own opinions, of course.
Do or do not, there is no try.
GLTA
$RFMK
A few key items stood out for me which I thought I would share along with my opinions and thoughts. Please feel free to respond with opinions.
First of all, the sorted activities of the previous management group is there in the Form 10 for all to see. From what I have gathered, in retrospect, now knowing WHY all of the dilution has been done by Allinder over the past year, I am now of the opinion that it was all actually very necessary in order to clean up this corporate entity so real business progress can occur going forward. The company was deep in debt, previous management had been giving themselves very large annual salaries (of over one million dollars, etc) along with improper stock issuances to themselves and sucking investors dry of money in exchange for all those converted shares. According to the Form 10, none of the previous individuals responsible for all these financial shenanigans still have any shares or access or control over any company accounts. I remember ranting about Allinder paying nearly half a million dollars to B Fouch for some reason and was appalled at the notion that there was no explanation for shareholders but it seems there is actually an indirect explanation provided in the Form 10 (in the fine print, as it were). It appears that effectively there are no longer any individuals from past management owning any stock in this company and IMO that is a very good thing for shareholders. The Form 10 states,
Prior Management Activities : During the periods reported, our prior management engaged in activities that were unrelated to the stated business of the Company. Both Michael Amezquita and Brent Fouch used Company funds for personal expenses, and the Company now believes issued shares to themselves without the proper authority granted by the Board of Directors, of which [they controlled as the sole member or members]. Upon extensive review with the help of a forensic accounting professional, it was determined by current management (CEO Tom Allinder) that it was in the best interests of the shareholders to properly account for their improper and unauthorized use of Company funds, however to not engage a law firm to pursue collection of the funds. For the periods ended December 31, 2011 and 2012 the expense associated with these activities was $54,821 and $251,644, respectively. A stop order has been placed on all remaining shares held by Amezquita and Fouch, and neither has access to or control over any Company accounts.
During the year ended December 31, 2012, we issued 858,195,864 shares of common stock to nine investors. Of this amount 185,000,000 shares was issued for services; 193,500,150 shares was issued for a settlement of debt valued at $167,958, 40,290,000 shares of stock were issued from the conversion of 1,343,000 shares of preferred stock, and the balance of 439,405,714 shares were issued for cash of $438,800.
It seems that all the goings-on behind the scenes with conversions and common share issuances for 2011 and 2012 are now entirely accounted for.
In the fiscal years ended December 31, 2011, Mr. Amezquita also received 100,000,000 shares of common stock. During the fiscal year ended December 31, 2012 Mr. Fouch received 90,000,000 shares of common stock of the Company. In the fiscal years ended December 31, 2011 and 2012, Mr. Fouch received 8,000,000 and 3,000,000 of preferred stock of the Company, respectivelyIn March 2012, we entered into an employment agreement with Mr. Allinder as the Company’s Chief Executive Officer. Mr. Allinder’s employment agreement provides for a five-year term and an annual salary of $150,000 and 50 million shares of restricted stock Mr. Allinder was paid $35,000 in salary in 2012 and $76,300 year to date
As of November 7, 2013, 2,330,113,886 shares of Common Stock were issued and outstanding.
OTC Markets site : "Float 2,060,028,524 a/o Oct 15, 2013"
Sept 30 2013 Quarterly Filing states,"Public Float:437,852,710" "Shareholders of Record : 61" (as of September 30, 2013)
What I find very interesting about the above figures is that as of the end of September, the public float is just over the number of shares which are accounted if one sums all the shares given to previous management; remember pref shares are converted 30 for 1. This makes me think that the majority of the public shares sloshing around every month, week, day in the open market for almost this entire year has just been the shares which were dumped into the hands of the public by the previous management team. And since then, with no significant/realized company news or progress in so long, it is no surprise that the PPS has fallen from par value to low triple zeros.
On September 19, 2012, the Supreme Court of the State of California for the County of Los Angeles Central District (the “Court”), entered an order (the “Order”) approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”), in accordance with a stipulation of settlement (the “Settlement Agreement”) between Rapid Fire Marketing, Inc., a Nevada corporation (the “Company”), and Ironridge Global IV, Ltd. (“Ironridge”), in the matter entitled Ironridge Global IV, Ltd. v. Rapid Fire Marketing, Inc., Case No. BC 490059 (the “Action”). Ironridge commenced the Action against the Company to recover an aggregate of $643,133.84 of past-due accounts payable of the Company, plus fees and costs (the “Claim”). The Order provides for the full and final settlement of the Claim and the Action. The Settlement Agreement became effective and binding upon the Company and Ironridge upon execution of the Order by the Court on September 19, 2012. In 2013, 780,000,000 shares of common stock were issued to Ironridge Global IV, Ltd. for settlement of the Claim.
The issuance of common stock to Ironridge pursuant to the terms of the Settlement Agreement approved by the Order is exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(10) thereof, as an issuance of securities in exchange for bona fide outstanding claims, where the terms and conditions of such issuance are approved by a court after a hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange shall have the right to appear.
The Schedule 13G for IronRidge states,
"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."
"...there were a total of 1,296,613,712 shares of common stock outstanding immediately prior to the issuance of shares to IV..."
So much for all the ranting and raving about so-called "unregistered" share issuances allegedly making the company look "shady".
It turns out, the initial funding agreement with IronRidge was simply a court settlement for resolving outstanding debt racked up by the previous
management team. Perhaps Allinder deserves some credit for negotiating such a good outcome for the company in the resolution of it's outstanding debt and legal issues. Hmmm..
It stands to reason that about 1.8B shares are owned by IronRidge and any insiders left with converted shares (likely very few).
We know that just about 800M shares were issued to IronRidge via the initial "funding agreement", so that leaves about 1B un-accounted for.
For 2013 the second funding agreement details $50,000 per month compensated via common shares so the average price since that funding began
is just about and since then say about $450,000 inflows (9 months * $50,000 per month) then that would mean that IronRidge would have a total allotment of shares from that funding of approximately 1B ($450,000 / $0.00045 avg price per share during the period of issuance). And voila, it appears that the 1B shares are accounted for and are likely all held by IronRidge. This would mean that their total cost basis is $643k/780M + $450k/1B = $1.093M / 1.78B ~=
$0.0006 per share
Looking at a chart, it appears that since the end of September, the total aggregate volume which has cut the market cap in half (down to $0.0003) has been
on only a couple hundred million shares and there is no telling to what degree those shares have churned. Indeed the 200 DMA is about $0.0008 which is still two ticks higher than IronRidge's cost basis.
Current market cap is at about $700,000. What is amusing about that figure is that it is $300,000 less than what IronRidge has invested into RFMK
so all of the suggestions that IronRidge is just a toxic funding partner profiting off of RFMK management's "greed" just really makes no sense.
So far since Mr Allinder has taken the reigns of this company, the toxic debt left to rot by the previous shady management has been dealt with (though
at the cost of investors) but IronRidge has taken a substantial portion of that cost in order to clean up the company balance sheet.
Furthermore, if we assume IronRidge owns about 1.8B shares of the 2.33B shares in the company, then that leaves about 500M shares in the hands of the
public. According to filings there are about 60 shareholders of record which would mean that if for the sake of argument we assume an equal weighting among
shareholders (which is unlikely) then each would have roughly 8.3M shares and at the current PPS that would mean a total investment into RFMK worth about
$2,500 for each investor. This is total and utter speculation but IMO it makes sense; $2,500 invested into a penny stock seems to be a reasonable number
which I would imagine keeps things on the safe side for most PK investors/traders, BWTFDIK.
Oh by the way, there is still a maximum of about 8M pref shares which could potentially be converted to about 240M shares in the next year, that would represent a dilutive effect on shareholders of roughly (240M/2.33B) = 10%.... woooooo, uh oh!!
I wonder which shareholder out there who owns stock in this company is worried about a 10% loss on his/her investment caused by dilution over the next year, meanwhile 2 cent trades all day every day mark the holdings down 33% and then back up 50% with every trade. LOL whatever...
It seems all the negative bashing and playing on the fears of PK investors every single day on message boards, pounding the table that this stock will go
to $0.0001 and remain there for eternity, does not actually represent that terrible of an outcome for the average investor; it would be akin to a PK
investor losing roughly $1,700 in a speculative investment. On the other hand, if RFMK ever moves back up to the IronRidge cost basis of $0.0006 then it
would represent an investment return of 100% for the average investor and a gain of ~$2,500!!! Indeed, the risk vs reward in RFMK seems to be quite
interesting. All just my own opinions, of course.
Do or do not, there is no try.
GLTA
$RFMK
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