Looks like an RFMK hostile takeover just occurred.
Post# of 11899
It appears 'GELI Holdings, Inc' bought a controlling stake in
Rapid Fire Marketing and has cleaned house; Allinder and Fouch are finally gone and will finally have zero shares (including questionable preferred shares) in the company!
What this portends for the trajectory of the company is anyone's guess.
There is still no change of status on the Pocket-Puffer website.
Perhaps Mr Allinder could not get his act together in actually providing SEC filings or actually delivering a real Pocket-Puffer ecig device to market so this new holding company seized the opportunity to take a controlling interest in the company by way of buying out the two insiders of whom had preferred shares and seemingly continued a process of issuing themselves common shares year after year while bringing no value to shareholders.
This appears to be a fresh start for Rapid Fire Marketing, Inc.
8-K Filing
Quote:
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 20, 2016, we entered into a Stock Purchase Agreement (the "Agreement" with GELI Holdings, Inc., (hereinafter "GELI" , and Brent Fouch and Black Ice
Advisors, LLC. (collectively "Sellers" wherein Sellers conveyed certain shares of our preferred stock and we issued certain shares of our common a to GELI and/or its designees in consideration of $50,000. The foregoing agreement contained additional covenants and warranties by the parties thereto to perform certain acts, including but not limited to causing us to become current in our reporting with the SEC. Further GELI acquired two promissory notes from Sellers. After completion of the foregoing, GELI would own voting control of us.
ITEM 5.01 CHANGES IN CONTROL OF THE REGISTRANT.
On May 20, 2016, we entered into an agreement with GELI Holdings, Inc., (hereinafter "GELI" , and Brent Fouch and Black Ice Advisors, LLC. (collectively "Sellers" wherein Sellers conveyed certain shares of our common and preferred stock to GELI and/or its designees in consideration of $50,000. The foregoing agreement contained additional covenants and warranties by the parties thereto to perform certain acts, including but not limited to causing us to become current in our reporting with the SEC. Further GELI acquired two promissory notes from Sellers. After completion of the foregoing, GELI would own voting control of us as follows:
1,000,000,000 shares of common stock which constitutes 85.15% of the total outstanding shares of common stock 1,960,000 shares of our Series A1 Preferred
Stock which constitutes 70.25% of the total outstanding shares of Series A Preferred Stock and 16,000,000 shares of our Series B Preferred Stock which constitutes 100% of the total outstanding shares of Series B Preferred Stock.
Each share of common stock has one vote per share each share of Series A1 Preferred Stock has 1 vote per share and, each share of Series B Preferred Stock has 2,000 votes per share.
Thereafter, GELI would own approximately 77% of our common voting power.
Our outstanding shares of common stock, Series A1 Preferred Stock, Series A2 Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock, vote in common with each other on all matters submitted to shareholders.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS ELECTION OF DIRECTORS APPOINTMENT OF CERTAIN OFFICERS COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On May 31, 2016, Ziyad Osachi was appointed to our board of directors. Thereafter, James Connelly resigned all of the positions he held with us as an officer and director as a director. On the same date, Ziyad Osachi was appointed by our board of directors to replace James Connelly as our president, principal executive officer, secretary, treasurer, principal financial officer and principal accounting officer. At the time of Mr. Connelly's resignation as a director and when he was replaced as an officer, Mr. Connelly did not have any disagreements with us relating to our operations, policies or practices.
Mr. Osachi is our president, principal executive officer, secretary, treasurer, principal financial officer and principal accounting officer and sole member of our board of directors. From June 21, 2011 until December 31, 2013, Mr. Osachi was unemployed. Since December 1, 2013, Mr. Osachi has been employed by L&Z Wireless Enterprises, Inc. in Chula Vista, California as its store manager. L&Z Wireless Enterprises, Inc. is a cell phone provider for Cricket Wireless.
1.05 Delivery by the Buyer. At the Closing the Buyer is delivering to the Sellers the $100,000 payment provided for in Section 1.02 hereof as follows: $50,000 upon the execution of this agreement and the execution of an agreement to purchase Mind Solutions, Inc. (VOIS" $25,000 upon VOIS filing its 2015 10-K with the SEC and OTC Markets (Sellers are responsible for filing the Form 2015 Form 10-K and Buyer is responsible for subsequent filings) and, $25,000 upon the Company filing its Form 10-K for the year ended 2015 with the SEC and OTC Markets. All expenses regarding the Company will be paid by Buyer and all expenses regarding VOIS's 2015 Form 10-K will be paid by Brent Fouch.
The Buyer is not an underwriter and is acquiring the Seller's Shares solely for investment for the account of undisclosed principals and not with a view to, or for, resale in connection with any distribution within the meaning of the federal securities act, state securities acts or any other applicable state securities acts
2.04 Resignation. At the Closing, all of the current officers and directors of Rapid Fire Marketing, Inc. will deliver their resignations.
The Rapid Fire Marketing, Inc., a Nevada corporation is a corporation duly organized, validly existing, and in good standing under the laws of the state of
Nevada, and is qualified in no other state.
Rapid Fire Marketing, Inc. has the corporate power and authority to carry on its business as presently conducted.