0001477932-16-008202.txt : 20160121 0001477932-16-008202.hdr.sgml : 20160121 20160121155604 ACCESSION NUMBER: 0001477932-16-008202 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151231 ITEM INFORMATION: Other Events FILED AS OF DATE: 20160121 DATE AS OF CHANGE: 20160121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kingfish Holding Corp CENTRAL INDEX KEY: 0001374881 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL BUILDING CONTRACTORS - NONRESIDENTIAL BUILDINGS [1540] IRS NUMBER: 204838580 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52375 FILM NUMBER: 161353498 BUSINESS ADDRESS: STREET 1: 2641 49TH STREET CITY: SARASOTA STATE: FL ZIP: 34234 BUSINESS PHONE: 941-870-2986 MAIL ADDRESS: STREET 1: 2641 49TH STREET CITY: SARASOTA STATE: FL ZIP: 34234 FORMER COMPANY: FORMER CONFORMED NAME: Kesselring Holding Corporation. DATE OF NAME CHANGE: 20070608 FORMER COMPANY: FORMER CONFORMED NAME: OFFLINE CONSULTING INC DATE OF NAME CHANGE: 20060907 8-K 1 king_8k.htm FORM 8-K king_8k.htm

   

 

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): December 31, 2015

 

Kingfish Holding Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

000-52375

20-4838580

(State or other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

 

2641 49th Street, Sarasota, Florida

34234

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant's telephone number, including area code: (941) 870-2986

 

Not Applicable
(Former name or former address if changed since last report.)

 

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:

 

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

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

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

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

 

 

 

Item 8.01 Other Events.

 

On December 31, 2015, Mr. Toomey elected to convert, at a conversion rate of $1.00 per share, the outstanding principal and accrued interest on each of the following issued and outstanding convertible promissory notes:

 

Note No.

 

 

Effective Date
of Loan

 

Principal
Amount

 

 

Accrued
Interest

 

 

Number of shares of Common Stock Issued

 

 13

 

 

09/08/15

 

$20,000

 

 

$117

 

 

 

20,117

 

 12

 

 

03/16/15

 

$40,000

 

 

$586

 

 

 

40,586

 

 11

 

 

03/05/15

 

$20,000

 

 

$293

 

 

 

20,293

 

 10

 

 

12/19/14

 

$60,000

 

 

$1,144

 

 

 

61,144

 

 9

 

 

09/17/14

 

$20,000

 

 

$470

 

 

 

20,470

 

 8

 

 

05/22/14

 

$20,000

 

 

$587

 

 

 

20,587

 

 7

 

 

04/24/14

 

$20,000

 

 

$616

 

 

 

20,616

 

 6

 

 

01/13/14

 

$10,000

 

 

$353

 

 

 

10,353

 

 5

 

 

11/13/13

 

$10,000

 

 

$383

 

 

 

10,383

 

 4

 

 

10/21/13

 

$10,000

 

 

$397

 

 

 

20,397

 

 

An aggregate of 244,946 shares of common stock of the Company issued were issued to Mr. Toomey, effective on December 31, 2015, as a result of these conversions. These shares were issued in reliance on Section 4(a)(2) of the Securities Act.

 

As a result of these conversions, all of the outstanding convertible promissory notes issued to Mr. Toomey in exchange for loans made by him to the Company have been satisfied and no amounts remain due and owing thereon other than the $20,000 convertible promissory note issued to Mr. Toomey ("December 2015 Promissory Note") pursuant to a Convertible Promissory Note Purchase Agreement, effective as of December 15, 2015 (the "December 2015 Note Agreement"), by and between the Company and Mr. Toomey. A copy of the December 2015 Convertible Note and the December 2015 Note Agreement were filed as exhibits to the Company's Form 10-K for the fiscal year ended September 30, 2015.

 

[Rest of Page Intentionally Blank. Signature on following Page.]

 

 
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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. 

 

 

KINGFISH HOLDING CORPORATION

 

    
Dated: January 20, 2016By:/s/ Ted Sparling

 

 

 

Ted Sparling

 

 

 

Chief Executive Officer  

(Principal Executive Officer) 

 

 

 

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