UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 15, 2015

RAPID FIRE MARKETING, INC.

(Exact name of registrant as specified in its charter)

311 West Third St.

Suite 1234

Carson City, NV 89701

Telephone: (775) 461-5127

(Address and telephone number of Registrant’s principal executive offices)

Nevada Business Center, LLC

311 West Third Street

Carson City, NV 89703

Telephone: (775) 461-5127

(Name, address, and telephone number of agent for service)

Copies of communications to:

Gregg E. Jaclin, Esq.

Szaferman, Lakind, Blumstein & Blader, P.C.

101 Grovers Mill Road

Lawrenceville, New Jersey 08648

Tel. No.: (609) 275-0400

Fax No.: (609) 275-4511

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On June 15, 2015, Rapid Fire Marketing, Inc. (the “Company”) and Black Ice Advisors, LLC (“Black Ice”) entered into an Asset Purchase Agreement (the “Agreement”), pursuant to which the Company agreed to purchase from Black Ice the following assets: (1) a 2,000 gallon water truck, (2) a 25,000 gallon steel water tank and (3) a 2005 John Deere skip loader tractor (together, the “Assets”). As consideration for the Assets, the Company executed a convertible promissory note in the principal amount of $90,000 (“Note”) that matures on December 10, 2015 and carries no interest. If upon maturity the Company is unable to repay the Note, Black Ice may convert the note into shares of the Company’s common stock at a fifty percent (50%) discount to the lowest intraday bid price during the preceding twenty (20) days from the Notice of Conversion.

The Company is acquiring the Assets in connection with the development of a new business division in industrial hemp farming. The Company recently leased sixty six acres of farmland in the Inland Empire region of California. Within the next thirty days, the Company will begin preparation of the farmland for industrial hemp farming. The land will be cleared of rocks and debris, then plowed to enable the Company to begin planting immediately upon receiving a permit from the State of California Department of Agriculture. California is currently putting the infrastructure in place to facilitate the permit process. Therefore, we cannot be certain as to when we will be able to begin growing. The Company is actively recruiting labor to commence industrial hemp farming once we receive the requisite permit from the State of California.

Under current agreements, it is expected that the initial operations of the industrial hemp farm will cost less than $10,000 per month, inclusive of lease payments and labor. Once the land is ready for seeding, the workforce will consist of one supervisor and one equipment operator who will operate the farm. It is anticipated that this workforce will be able to harvest the hemp and transport to a processing plant. The Company will continue to harvest and sell industrial hemp to raise enough money to lease additional adjacent acreage to expand the business.

About Industrial Hemp

Industrial hemp is a variety of Cannabis sativa and is of the same plant species as marijuana. However, hemp is genetically different and distinguished by its use and chemical makeup. Hemp has long been cultivated for non-drug use in the production of industrial and other goods. It can be grown as a fiber, seed, or other dual-purpose crop. Hemp fibers are used in a wide range of products, including fabrics and textiles, yarns and raw or processed spun fibers, paper, carpeting, home furnishings, construction and insulation materials, auto parts, and composites. The interior stalk (hurd) is used in various applications such as animal bedding, raw material inputs, low-quality papers, and composites. Hemp seed and oilcake are used in a range of foods and beverages, and can be an alternative food protein source. Oil from the crushed hemp seed is an ingredient in a range of body-care products and also nutritional supplements. Hemp seed is also used for industrial oils, cosmetics and personal care, and pharmaceuticals, among other composites.

Item 9.01 Financial Statements and Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

ASSET PURCHASE AGREEMENT

Private and Confidential

THIS ASSET PURCHASE AGREEMENT, (the “Agreement”) is made this 15th day of June, 2015 (the “Effective Date”), by and among Rapid Fire Marketing, Inc., a Nevada Corporation (“Buyer”), and Black Ice Advisors, LLC, a Delaware Corporation (“Company” and together, the “Parties”).

W I T N E S S E T H:

WHEREAS, Buyer desires to acquire certain assets of the Company, necessary for the implementation of industrial hemp operations;

WHEREAS, the Company has determined to sell or assign certain assets to Buyer; and Buyer desires to purchase, the assets described in this Agreement (collectively the “Assets”), all upon the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. Assets and Terms For Purchase.

i. At Closing, subject to the terms set forth herein, Buyer shall purchase from Company, and Company shall sell to Buyer, the assets listed below (the “Assets”):

a. 1995 international 2,000 gallon water truck

b. 25,000 gallon steel water tank with hydraulics

c. 2005 John Deere skip loader tractor

ii. The Assets listed above are the only assets that the Buyer shall purchase. The Buyer is not acquiring any liabilities of the Company.

2. Purchase Price. In consideration for the Assets, Buyer agrees to pay to Company, and Company agrees to accept in the form of a convertible promissory note in the amount of $90,000, attached hereto as Exhibit A.

3. Closing.

i. Closing. Subject to the satisfaction or waiver by the applicable party of the conditions precedent to Closing as specified in Item [4] and [5], Closing will take place at a time determined by the Buyer as soon as practicable after execution but in no event later than 10 June, 2015 (“Closing”). Buyer shall provide the Company no less than two Business Days’ notice of the date the Buyer as elected for Closing. The Closing shall be effective as of 11:59 p.m. on Closing Date.

ii. Deliveries at Closing. On or before the Closing the Parties shall perform the following:

a. The Parties shall agree on the form and content of all Exhibits hereto.

b. Buyer shall deliver to Company a fully executed copy of this Agreement executed by Buyer, along with Board Resolutions authorizing its execution and performance of this Agreement.

c. Company shall deliver a fully executed copy of this Agreement to Buyer along with executed Board Resolutions authorizing the issuance and identity of the Assets to Buyer, and authorizing the execution of this Agreement.

d. Buyer shall deliver the Payment in the form of a Convertible Promissory Note as described in Section 1 and attached hereto as Exhibit A.

e. Company shall execute a Bill of Sale transferring the Assets to Buyer.

iii. Additional Acts. Further, from time to time after Closing, each party shall execute and deliver such other instruments of conveyance and transfer, and take such other actions as another party hereto may reasonably request, to more effectively convey and transfer full right, title and interest to, vest in, and place each party, in legal and actual possession of, as applicable, the Assets.

4. Title to Property; Asset Sufficiency, Condition of Tangible Property. Company has good and marketable title to and ownership of the Assets. Company represents and warrants the Assets represent all of the assets necessary to implement an industrial hemp in the same manner as currently conducted and as conducted during the one (1) year period immediately preceding Closing Date.

5. Litigation and Proceedings. There are no claims, actions, complaints, suits or proceedings pending or threatened, against or affecting Company at law or in equity, or before or by any Governmental Authority, which if determined adversely to the Company would have a material adverse effect on the operations or finances of Company.

6. Encumbrances. At Closing, Buyer shall have received confirmation in form and substance reasonably satisfactory to Buyer that, immediately following Closing, any indebtedness of Company, that is an encumbrance on the Company’s assets will either be fully repaid or refinanced and that there will be no encumbrances applicable to the Company’s assets or the Company.

7. Full Disclosure. No representation or warranty by Company in this Agreement and no statement contained in the schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make such statement or statements, in light of the circumstances in which they are made, not misleading.

8. Organization and Authority of Company; Enforceability. Company is a corporation duly organized, validly existing and in good standing under the laws of the state of [STATE OF ORGANIZATION]. Company has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Company of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Company. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Company, and (assuming due authorization, execution and delivery by Buyer) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Company, enforceable against Company in accordance with their respective terms.

9. Governing Law; Jurisdiction. Any dispute, disagreement, conflict of interpretation or claim arising out of or relating to this Agreement, or its enforcement, shall be negotiated between to the two parties. If a mutual agreement is not reached, both parties agree to settle in arbitration through AAA and waive their right to sue in a court of law. Arbitration shall be governed by the laws of the State California in San Diego County and shall be binding.

10. No Third-party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

11. Amendment and Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto.

12. Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

13. Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

14. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.

15. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings duties or obligations between the parties with respect to the subject matter hereof.

16. Further Assurances. From and after the date of this Agreement, upon the request of the Buyer or Company, Buyer and Company shall execute and deliver such instruments, documents or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

17. Term, Survival. This Agreement is effective from the Effective Date hereof, and shall remain in effect until all the rights and obligations of the parties hereto have been fully performed; however all representations made by Company and by Buyer shall survive the closing of this Agreement. If either party wishes to terminate the Agreement, they may do so by written communication, which must be approved by the other party and include the exchange of consideration or assets delivered at the time of Closing.

18. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

In Witness Whereof, the parties hereto have executed this Agreement as of the date first written above.

COMPANY			BUYER
Black Ice Advisors, LLC			Rapid Fire Marketing, Inc.
Title:	Director		Title:	CEO

LAND LEASE

This agreement, a contract, sets forth the terms as a binding agreement between the lessee, Rapid Fire Marketing, Inc. and the leaser, Black Ice Advisors, LLC, executed on this 15th day 2015.

The following terms are set forth:

1. The purpose of this contract permits the lessee exclusive use of the land owned by leaser for the purpose of farming Industrial Hemp, subject to obtaining necessary permits.

2. The description below denotes the land to be utilized in this agreement. The land base consists of 66 acres subject to this lease.

3. The land will be leased at the rate of $30.30 per/A for a total of $2,000 per month. This shall be payable at the first of each month for the length of the contract.

4. The contract period shall commence on July 1, 2015 and renew annually for the same terms for up to 5 years when contract will be renegotiated.

5. This agreement shall be renewable every 5 years.

6. All repairs to fence lines and wells will be at the expense of the landowner (lessee) prior to the beginning of this contract period. The leaser will assume the responsibility to all expenses of the fence lines and well after the contract period begins.

7. Any future improvements shall be at the expense of the leaser. Prior negotiations will take place before any improvements to the land are implemented between the landowner and the leaser.

8. The landowner reserves the right to trespass on the unit so long as there is no disturbance to the crops and also, in agreement with leaser.

The above terms has been reviewed and are in mutual agreement between both the lessee and the leaser on this date, 15 June 2015.

Lessee:		Rapid Fire Marketing, Inc.
Leaser:		Black Ice Advisors, LLC