Stockplayer, welcome to IH. It seems your first ev

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!