Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
May 15 2014 - 5:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
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o
Form
10-K
o
Form
20-F
o
Form
11-K
x
Form
10-Q
o
Form
N-SAR
o
Form
N-CSR
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For Period Ended:
March 31, 2014
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o
Transition Report on Form 10-K
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o
Transition Report on Form 20-F
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o
Transition Report on Form 11-K
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o
Transition Report on Form 10-Q
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o
Transition Report on Form N-SAR
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For the Transition Period Ended: ________________________
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Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked
above, identify the item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
RAPID FIRE MARKETING, INC.
Full name of registrant:
Former name if applicable:
1802 N. Carson Street, Suite 212-3018
Address of principal executive office (Street and number):
Carson City, Nevada 89701
City, state and zip code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed
without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.
(Check box if appropriate.)
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(a)
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The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
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x
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(b)
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The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on
or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III -- NARRATIVE
State below in reasonable detail the reasons
why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed
time period.
Rapid Fire Marketing, Inc. (the “Company”) was unable
to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2014 on a timely basis due to the Company gathering
information and completing its review, which required additional time to work internally with its staff and externally with its
outside auditors to prepare and finalize the Quarterly Report due to significant transactions entered into during the quarter ended
March 31, 2014 which have a material impact on the financial statements. The Company expects to file its Form 10-Q within the additional
time allowed by this report.
PART IV -- OTHER INFORMATION
(1)
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Name and telephone number of person to contact in regard to this notification
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Tom Allinder
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(775) 461-5127
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(Name)
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(Area Code) (Telephone Number)
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(2)
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
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x
Yes
o
No
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(3)
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
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x
Yes
o
No
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If so, attach an explanation of the anticipated
change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot
be made.
During the quarter ended March 31, 2014, the Company entered
into a number of transactions in which have a significant impact on the Company's financial statements. These transactions include
receiving proceeds from the sale of certain shares of preferred stock subscriptions receivable, conversion of certain shares of
preferred stock into common stock, the issuance of convertible notes payable with adjustable conversion prices causing the recording
and recognition of derivative liabilities and the issuance of additional shares of preferred stock. The Company is still determining
the financial impact of these transactions.
Narrative Explanation Part IV, Item (3)
Rapid Fire Marketing, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 15, 2014
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Rapid Fire Marketing, Inc.
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(Registrant)
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/s/
Tom Allinder
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Tom Allinder
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Chief Executive Officer
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INSTRUCTION. The form may be signed by an executive
officer of the registrant or by any other duly authorized representative. The name and title of the person signing the
form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant
shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
criminal violations. (See 18 U.S.C. 1001).