10-Q

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2016

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-52375

Kingfish Holding Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware	20-4838580
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)
2641 49th Street, Sarasota, Florida	34234
(Address of Principal Executive Offices)	(Zip Code)

(941) 870-2986

(Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer" and "large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer:	¨	Accelerated Filer:	¨
Non-Accelerated Filer:	¨	Smaller Reporting Company :	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes x No ¨

As of August 9, 2016, the number of issued and outstanding shares of common stock of the registrant was 120,957,933.

KINGFISH HOLDING CORPORATION

TABLE OF CONTENTS

Item Number in
Form 10 Q		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Balance Sheets – June 30, 2016 (Unaudited) and September 30, 2015	3
	Statements of Operations (Unaudited) for the Three and Nine Months Ended June 30, 2016 and 2015	4
	Statements of Cash Flows (Unaudited) for the Nine Months Ended June 30, 2016 and 2015	5
	Notes to Financial Statements (Unaudited)	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Control and Procedures	18
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3	Defaults on Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	20
Signatures		21

2

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

KINGFISH HOLDING CORPORATION

BALANCE SHEETS

JUNE 30, 2016 AND SEPTEMBER 30, 2015

	06/30/16			09/30/15
	(unaudited)
ASSETS
Current assets:
Cash	$	4,483		$	9,373
Total Assets	$	4,483		$	9,373
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	132,620		$	81,667
Total Current Liabilities		132,620			81,667
Long Term Liabilities:
Convertible notes payable to related party		40,000			230,000
Rescission liability		20,000			20,000
Total Long Term Liabilities		60,000			250,000
Total Liabilities		192,620			331,667
Stockholders' Deficit:
Common stock, par $0.0001, 200,000,000 shares authorized, 120,957,933 and 116,712,987 shares issued and outstanding at June 30, 2016 and September 30, 2015, respectively		12,095			11,672
Paid in capital		4,368,722			4,129,945
Retained deficit		(4,548,954	)		(4,443,911	)
Rescission liability		(20,000	)		(20,000	)
		(188,137	)		(322,294	)
Total Liabilities and Stockholders' Deficit	$	4,483		$	9,373

The accompanying notes are an integral part of these statements.

3

KINGFISH HOLDING CORPORATION

STATEMENTS OF OPERATIONS - UNAUDITED

FOR THE THREE AND NINE MONTHS ENDED JUNE  30, 2016 AND 2015

	Three Months			Three Months			Nine Months			Nine Months
	Ended			Ended			Ended			Ended
	June 30, 2016			June 30, 2015			June 30, 2016			June 30, 2015
Expenses:
Office supplies	$	-		$	-		$	59		$	30
Postage		-			-			-			88
Professional fees		33,009			17,365			95,003			132,126
Stock based compensation		-			-			9,200			-
Taxes and licenses		-			150			363			1,148
General and Administrative Expenses		33,009			17,515			104,625			133,392
Other (Expenses) Income:
Interest expense		(418	)		-			(418	)		-
Gain on exstinguishment of debt		-			-			-			24,435
Total Other (Expenses) Income		(418	)		-			(418	)		24,435
Net Loss Before Income Taxes		(33,427	)		(17,515	)		(105,043	)		(108,957	)
Provision for income taxes		-			-			-			-
Net Loss	$	(33,427	)	$	(17,515	)	$	(105,043	)	$	(108,957	)
Basic and diluted net loss per share	$	0.00		$	0.00		$	0.00		$	0.00
Basic and diluted weighted average common shares outstanding		120,957,933			116,712,987			119,774,692			116,712,987

The accompanying notes are an integral part of these statements.

4

KINGFISH HOLDING CORPORATION

STATEMENTS OF CASH FLOWS - UNAUDITED

FOR THE NINE MONTHS ENDED JUNE 30, 2016 AND 2015

	6/30/2016			6/30/2015
Cash Flows From Operating Activities:
Net loss	$	(105,043	)	$	(108,957	)
Adjustments to reconcile net loss to net cash used by operations:
Gain on extinguishment of debt		-			(24,435	)
Stock based compensation		9,200			-
Changes in operating assets and liabilities:
Prepaid expenses		-			10,000
Accounts payable and accrued expenses		50,953			(4,467	)
Net Cash flows used by operating activities		(44,890	)		(127,859	)
Cash Flows From Financing Activities:
Proceeds from convertible notes payable to related party		40,000			120,000
Net Cash flows from financing activities		40,000			120,000
Net Increase in Cash		(4,890	)		(7,859	)
Cash at the beginning of year		9,373			13,377
Cash at the end of the year	$	4,483		$	5,518
Non-cash Transaction Disclosures:
Common stock issued upon conversion of convertible debt	$	230,000		$	-

The accompanying notes are an integral part of these statements.

5

KINGFISH HOLDING CORPORATION

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2016

(unaudited)

1. Business:

 

Our Business:

Kingfish Holding Corporation (the "Company") was incorporated in the State of Delaware on April 11, 2006 as Offline Consulting, Inc.  It became Kesselring Holding Corporation on June 8, 2007 and on November 25, 2014 it changed its name to Kingfish Holding Corporation. The Company was engaged in (i) restoration services, principally to commercial property owners, (ii) the manufacture and sale of cabinetry and remodeling products, principally to contractors and (iii) multifamily and commercial remodeling and building services on customer owned properties. 

The Company discontinued operations in 2009, sold its' last subsidiary in May 2010 and effected a change in management and control at the same time. As part of this transition, old management took possession of the majority of the accounting and corporate records. On September 16, 2011, the Company terminated the registration of its common stock under Section 12, and suspended its reporting obligations under section 15(d), of the Securities Exchange Act of 1934 (The "Exchange Act"). The Company's last annual report made prior to such termination of registration was its Form 10-KSB for the year ended September 30, 2008 was filed with the Securities and Exchange Commission (SEC) on December 29, 2008 and the Company's last quarterly report made prior to such termination of registration was its Form 10-Q for the period ended June 30, 2009 was filed with the SEC on August 19, 2009.

On December 17, 2014, the Company reactivated its suspended reporting obligations under Section 15(d) of the Exchange Act by filing a Form 10-K for the fiscal year ended September 30, 2013 and Forms 10-Q for the quarters ended December 31, 2013, March 31, 2014 and June 30, 2014.   The Company's activities are subject to significant risks and uncertainties, including failing to secure additional funding to reorganize and finding a suitable candidate to participate in its renewable energy initiatives.

2. Summary of Significant Accounting Policies:

Basis of presentation:

The accompanying financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and reflect all adjustments, consisting solely of normal recurring adjustments, needed to fairly present the financial results for these periods. The financial statements and notes are presented as permitted by Form 10-Q. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance U.S. GAAP have been omitted.

The accompanying financial statements should be read in conjunction with the financial statements for the fiscal years ended September 30, 2015 and 2014 and notes thereto in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2015. Operating results for the three and nine months ended June 30, 2016 and 2015 are not necessarily indicative of the results that may be expected for the entire year. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of (a) the results of operations for the three and nine month periods ended June 30, 2016 and 2015, (b) the financial position at June 30, 2016, and (c) cash flows for the nine month periods ended June 30, 2016 and 2015, have been made.

6

KINGFISH HOLDING CORPORATION

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2016

(unaudited)

2. Summary of Significant Accounting Policies (continued):

The preparation of financial statements in accordance with Accounting Principles Generally Accepted in the United States of America contemplates that the Company will continue as a going concern, for a reasonable period. As reflected in the Company's financial statements, the Company has a retained deficit of $4,548,954 on June 30, 2016. The Company used cash of ($44,890) and ($127,859) in operating activities during the nine months ended June 30, 2016 and 2015, respectively. The Company has a working capital deficiency of ($128,137) at June 30, 2016 that is insufficient in managements' view to sustain current levels of operations for a reasonable period without additional financing. These trends and conditions continue to raise substantial doubt surrounding the Company's ability to continue as a going concern for a reasonable period. Ultimately, the Company's ability to continue as a going concern is dependent upon management's ability to continue to curtail current operating expense and obtain additional financing to augment working capital requirements and support acquisition plans. There can be no assurance that management will be successful in achieving these objectives or obtain financing under terms and conditions that are suitable. The accompanying financial statements do not include any adjustments associated with these uncertainties.

Use of estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets, if any at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Cash:

Cash is maintained at a financial institution and, at times, balance may exceed federally insured limits. We have never experienced any losses related to the balance. Currently, the FDIC provides insurance coverage up to $250,000 per depositor at each financial institution and our cash balance did not exceed such coverage at June 30, 2016 and September 30, 2015, respectively.

For purpose our statements of cash flows, the Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash.

Income Taxes:

Deferred taxes are provided on the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Future tax benefits for net operating loss carry forwards are recognized to the extent that realization of these benefits is considered more likely than not. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

7

KINGFISH HOLDING CORPORATION

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2016

(unaudited)

2. Summary of Significant Accounting Policies (continued):

 

The Company follows the provisions of FASB ASC 740-10 "Uncertainty in Income Taxes" (ASC 740-10). A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there are no unrecognized benefits for all periods presented. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefit in interest expense and penalties in operating expenses.

Stock for service:

The Company periodically issues common stock to employees for services.  Costs of these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.  The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete.

Net income (loss) per share:

Basic income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of outstanding common shares during the period of computation. Diluted loss per share gives effect to potentially dilutive common shares outstanding. The Company gives effect to these dilutive securities using the Treasury Stock Method. Potentially dilutive securities include convertible financial instruments. The Company gives effect to these dilutive securities using the If-Converted-Method. At June 30, 2016, convertible notes payable to related party of $40,000 can potentially convert into 40,000 shares of common stock. As a result of the losses for all periods presented, basic and diluted shares are the same.  Inclusion of any dilutive common shares would be antidilutive for these periods as the Company had losses for the periods presented.

3. Convertible Notes Payable to Related Party:

On October 21, 2013, Mr. James K. Toomey, a director of the Company ("Mr. Toomey") advanced a loan to the Company in the amount of $10,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $10,000. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 1, 2015 or 30 calendar days after the recommencement of the public company status as defined in the note agreement. The outstanding principle balance of the note was convertible into the Company's shares of common stock at the conversion price of $0.01 per share.

On November 13, 2013, Mr. Toomey advanced a loan to the Company in the amount of $10,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $10,000. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 1, 2015 or 30 calendar days after the recommencement of the public company status as defined in the note agreement. The outstanding principle balance of the note was convertible into the Company's shares of common stock at the conversion price of $0.01 per share.

8

KINGFISH HOLDING CORPORATION

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2016

(unaudited)

3. Convertible Notes Payable to Related Party (continued):

On January 13, 2014, Mr. Toomey advanced a loan to the Company in the amount of $10,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $10,000. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 1, 2015 or 30 calendar days after the recommencement of the public company status as defined in the note agreement. The outstanding principle balance of the note was convertible into the Company's shares of common stock at the conversion price of $0.01 per share.

On April 24, 2014, Mr. Toomey advanced a loan to the Company in the amount of $20,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $20,000. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 1, 2015 or 30 calendar days after the recommencement of the public company status as defined in the note agreement. The outstanding principle balance of the note was convertible into the Company's shares of common stock at the conversion price of $0.01 per share.

On May 22, 2014, Mr. Toomey advanced a loan to the Company in the amount of $20,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $20,000. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 1, 2015 or 30 calendar days after the recommencement of the public company status as defined in the note agreement. The outstanding principle balance of the note was convertible into the Company's shares of common stock at the conversion price of $0.01 per share.

On September 17, 2014, Mr. Toomey advanced a loan to the Company in the amount of $20,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $20,000. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 1, 2015 or 30 calendar days after the recommencement of public company status as defined in the note agreement. The outstanding principle balance of the note was convertible into the Company's shares of common stock at the conversion price of $0.01 per share.

On December 19, 2014, Mr. Toomey advanced a loan to the Company in the amount of $60,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $60,000. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 1, 2015 or 30 calendar days after the recommencement of public company status as defined in the note agreement. The outstanding principle balance of the note was convertible into the Company's shares of common stock at a fixed price of $.01 per share.

On March 5, 2015, Mr. Toomey advanced a loan to the Company in the amount of $20,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $20,000. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 1, 2015 or 30 calendar days after the recommencement of the public company status as defined in the note agreement. The outstanding principle balance of the note was convertible into the Company's shares of common stock at the conversion price of $0.01 per share.

On March 16, 2015, Mr. Toomey advanced a loan to the Company in the amount of 40,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $40,000. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 1, 2015 or 30 calendar days after the recommencement of the public company status as defined in the note agreement. The outstanding principle balance of the note was convertible into the Company's shares of common stock at the conversion price of $0.01 per share.

9

KINGFISH HOLDING CORPORATION

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2016

(unaudited)

3. Convertible Notes Payable to Related Party (continued):

 

On September 8, 2015, Mr. Toomey advanced a loan to the Company in the amount of $20,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $20,000. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the director. The outstanding principle balance of the note was convertible into the Company's shares of common stock at the conversion price of $1.00 per share (subject to anti-dilution adjustments).

On December 7, 2015, Mr. Toomey advanced a loan to the Company in the amount of $20,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $20,000 (the "December 2015 Promissory Note"). The December 2015 Promissory Note bears fixed interest rate of 3.5% per annum, payable from the date of the actual loan. The principal and accrued interest on the December 2015 Promissory Note is convertible into the common stock of the Company by Mr. Toomey. The December 2015 Promissory Note is immediately exercisable and its conversion rate is a fixed at a price equal to $1.00 per share (subject to anti-dilution adjustments).

On December 15, 2015 the Board of Directors approved an amendment to certain of the Convertible Promissory Note Purchase Agreements and the notes issued thereunder to change the conversion price from $.01 per share to $1.00 per share, thereby resulting in all outstanding notes being convertible at $1.00 per share. Effective as of December 31, 2015, $230,000 in principal amount of the outstanding convertible notes payable to related party were converted, at a rate of $1.00 per share, and resulted in the issuance of 244,946 shares of common stock, which was inclusive of the accrued interest on such notes.

On March 3, 2016, Mr. Toomey advanced a loan to the Company in the amount of $20,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $20,000 (the "May 2016 Promissory Note"). The May 2016 Promissory Note bears fixed interest at 3.5% per annum, payable on demand from the date of the actual loan. The principal and accrued interest on the May 2016 Promissory Note is convertible into the common stock of the Company by Mr. Toomey. The May 2016 Promissory Note is immediately exercisable and its conversion rate is a fixed at a price equal to $1.00 per share (subject to anti-dilution adjustments).

Following the conversions discussed above, the only remaining outstanding convertible notes payable are the December 2015 Promissory Note, the May 2016 Promissory Note, and the August 2016 Promissory Note (see Note 8).

Based on the Company's stock price at the respective commitments dates, the Company determined that the above convertible notes did not have a beneficial conversion feature to the note holder.

4. Common Stock Issued for Services, Related Party

 

On December 15, 2015, the Board of Directors approved the issuance of 2 million shares of the Company's common stock to each of the two directors, for an aggregate of 4 million shares, as compensation for services provided to Company over the past two years. The Company recorded stock based compensation at the fair market value of the common stock on the commitment date of approximately $9,200 in the quarter ended December 31, 2015.

10

KINGFISH HOLDING CORPORATION

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2016

(unaudited)

5. Preferred Stock

  

The Company is authorized to issue up to 20,000,000 shares of Preferred Stock with designations, rights and preferences determined from time to time by our Board of Directors. Accordingly, our Board of Directors is empowered, without shareholder approval, to issue Preferred Stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of our Common Stock. The terms of the preferred stock have not been approved.  As of June 30, 2016 and September 30, 2015, there was no Preferred Stock issued and outstanding, respectively.

6. Rescission Liability:

 

On November 20, 2009, the Company issued 2,000,000 shares of its common stock to pay for services valued at $20,000.  The issuance of these shares was declared invalid by the court since they were issued by prior management who did not have the authority to do so since they were validly removed on November 16, 2009.  These shares remained outstanding at June 30, 2016 and will be returned to the Company's transfer agent upon locating the holder of these shares.

7. Recent Accounting Pronouncement

 

Recent pronouncements issued by the Accounting Standards Board ("FASB"), the American Institute of Certified Public Accountants ("AICPA") and the United States Securities and Exchange Commission ("SEC") did not have a material impact on the Company's present or future financial statements.

8. Subsequent Events

 

Management has evaluated subsequent events and their potential effects on the Financial statements through the filing date of the Form 10-Q.

On July 11, 2016, Mr. Toomey advanced the Company $30,000.  The funds advanced to the Company on July 11, 2016 were acknowledged and formalized by the parties pursuant to a Convertible Promissory Note Purchase Agreement, effective as of August 10, 2016 (the "August 2016 Note Agreement"), by and between the Company and Mr. Toomey, and the issuance of a convertible promissory note in favor of Mr. Toomey in aggregate principal amount of $30,000 bearing interest at a fixed rate of 3.5% per annum, payable from July 11, 2016, the date that the actual loan was provided to the Company (the"August 2016 Promissory Note"). The August 2016 Promissory Note is convertible into shares of our common stock by Mr. Toomey at a fixed conversion price equal to $1.00 per share (subject to anti-dilution adjustments).

11

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this quarterly report. Historical results and trends which might appear should not be taken as indicative of future operations. Our results of operations and financial condition, as reflected in the accompanying statements and related notes, are subject to management's evaluation and interpretations of business conditions, changing market conditions and other factors.

A NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (including the exhibits hereto) contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), such as statements relating to our financial condition, results of operations, plans, objectives, future performance or expectations, and business operations. These statements relate to expectations concerning matters that are not historical fact. Accordingly, statements that are based on management's projections, estimates, assumptions, and judgments constitute forward-looking statements. These forward-looking statements are typically identified by words or phrases such as "believe," "expect," "anticipate," "plan," "estimate," "approximately," "intend," "objective," "goal," "project," and other similar words and expressions, or future or conditional verbs such as "will," "should," "would," "could," and "may." These forward-looking statements are based largely on information currently available to our management and on our current expectations, assumptions, plans, estimates, judgments and projections about our business and our industry, and such statements involve inherent risks and uncertainties. Although we believe our expectations are based on reasonable estimates and assumptions, they are not guarantees of performance and there are a number of known and unknown risks, uncertainties, contingencies, and other factors (many of which are outside our control) which may cause actual results, performance, or achievements to differ materially from those expressed or implied by such forward-looking statements. Accordingly, there is no assurance that our expectations will in fact occur or that our estimates or assumptions will be correct, and we caution investors and all others not to place undue reliance on such forward-looking statements.

These potential risks and uncertainties include, but are not limited to, our ability to identify, secure and obtain suitable and sufficient financing to continue as a going concern; our ability to identify, enter into and close an appropriate a merger, acquisition, or other combination transaction with a business prospect; economic, political and market conditions; the general scrutiny and limitations placed on "blank check" and "shell" companies under applicable governmental regulatory oversight; interest rate risk; government and industry regulation that might affect future operations; potential change of control transactions resulting from merger, acquisition, or combination with a business prospect; the potential dilution in our equity (both economically and in voting power) that might result from future financing or from merger, acquisition, or combination activities; and other factors.

All written or oral forward-looking statements that are made or attributable to us are expressly qualified in their entirety by this cautionary notice. The forward-looking statements included herein are only made as of the date of this Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2016 (this "Form 10-Q"). We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

12

Overview

Operations. Historically, we were engaged in the business of homebuilding and restoration operations in central Florida and in the manufacture of building products from operations located in the State of Washington. During the fiscal year ended September 30, 2010, the Company defaulted on its loan agreements with AMI Holdings, Inc. ("AMI") and on May 24, 2010 AMI foreclosed on and took possession of all of the Company's then-existing operating entities. Following the foreclosure, the Company has not engaged in any business activities and has conducted only minimal operations.

On September 16, 2011, the Company, having only 69 holders of record and no significant assets, filed a Form 15 with the U.S. Securities and Exchange Commission (the "Commission") to terminate the registration of its common stock under Section 12 of the Exchange Act and to suspend its reporting obligations under Section 15(d) of the Exchange Act.

Subsequently, our remaining management concluded that it may be feasible to acquire a target company or business seeking the perceived advantages of being a publicly held corporation and, as a result, our management determined that it should explore opportunities to acquire other assets or business operations that will maximize shareholder value. In order to move this plan forward, management determined that, prior to undertaking a search for any such acquisition opportunities, the Company should take the steps necessary to (a) reconstitute a full board of directors, (b) update and complete its corporate records and corporate governance documents, including the payment of any franchise fees and taxes owed to the State of Delaware, (c) satisfy all its obligations owed to its transfer agent, (d) obtain an audit of its financial statements by independent registered public accountants, and (e) reactivate its suspended reporting obligations under Section 15(d) of the Exchange Act which had been suspended since 2011 (all such actions, collectively, the "Reactivation Activities"). On December 17, 2014, the Company completed its Reactivation Activities and is filing obligations under the Exchange Act (the "Reactivation Date").

Business Strategy and Activities. Our business strategy is to seek a business venture that can be acquired by the Company with the goal of maximizing shareholder value. The selection of an appropriate business opportunity is complex and extremely risky. We have been pursuing our search for business opportunities primarily through our officers and directors, although other sources, such as professional advisors, securities broker-dealers, venture capitalists, members of the financial community, and others, may present unsolicited proposals. It is likely that any such transaction also would require the participation of a financing partner that would acquire a significant equity position in connection with any such transaction. Our activities are subject to several significant risks that arise primarily as a result of the fact that we may acquire or participate in a business opportunity based on the decision of management which will be made in the exercise of its business judgment, and, in all probability, without the consent, vote, or approval of our shareholders. Further, the participation of a financing partner may further dilute the holdings of our current shareholders. For a more detailed discussion of the manner in which we are pursuing the search for and participation in a business venture, please see "Item 1: Business" of our Form 10-K filed the fiscal year ended September 30, 2015.

Based on our search, the Company has identified several potential opportunities with parties that have indicated some level of interest in considering a potential transaction with the Company that management believes would be appropriate and suitable for the Company to pursue. Although management of the Company has held preliminary discussions with certain of these parties to explore the level of interest and to determine whether an appropriate financing partner can be identified to participate in any such potential transaction, the Company has not received any letter of intent, proposal, or formal offer from this party relating to any potential transaction, nor has any financing partner committed to, or has formally offered to participate in, any such transaction. At present, these discussions have not progressed further and there is no assurance that they will continue or that these or any other parties will make a formal offer or otherwise provide a proposal to enter into a transaction with the Company. Further, even if the Company receives a formal offer or other such proposal, there is no assurance that: (a) a financing partner will agree to participate in any such transaction, (b) the Company will be able to successfully negotiate definitive agreements with any such party or financing partners, on terms acceptable to the Company or, (c) if successfully negotiated, that the Company will be able to close and consummate any such transaction.

Additionally, no assurance can be given that the Company will be able to identify other suitable opportunities if no agreement can be reached with the parties currently identified by the Company or if no financing partner agrees to participate in any such transaction.

13

Financial Condition. We have not recorded revenues from operations during the fiscal quarter covered by our financial statements included in this Form 10-Q and are not currently engaged in any business activities that provide cash flows. We do not expect to generate any revenues during the current fiscal year. Our principal business objective for the current fiscal year and beyond such time will be to achieve long-term growth potential through a combination with a business. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

During the remainder of this fiscal year we anticipate incurring costs related to: (a) investigating and analyzing potential business combination transactions; (b) the preparation and filing of Exchange Act reports, and (c) consummating an acquisition, if any. We estimate that the level of working capital needed for these general and administrative costs through the end of our September 30, 2016 fiscal year will be approximately $25,000.

We have negative working capital, negative shareholders' equity, and have not earned any revenues from operations since September 16, 2011. Because we have had no revenues from operations and do not own any significant assets against which we can borrow funds, we have had to finance our operations and business plans through the issuances of convertible debt securities. James K. Toomey, the Company's principal stockholder and a director ("Mr. Toomey"), has been our sole source of financing since 2012 and during that time he has loaned monies to the Company in amounts sufficient to cover the Company's operations and Reactivation Activities. In exchange for these loans, we issued convertible promissory notes in the principal amount of such loans to Mr. Toomey. Most of the principal amounts of the convertible notes issued to Mr. Toomey have been converted into common stock of the Company and are no longer outstanding indebtedness obligations of the Company. See "Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources" for a description of the outstanding convertible promissory notes held by Mr. Toomey.

In order to fund our operations and proposed business activities through such time as we may consummate a merger or other business combination with a target company or business operation, we will need to continue to raise the required capital through the issuance of equity or debt securities or by other means. Although Mr. Toomey has provided such financings to the Company in the past, we have no commitment from him to continue to provide additional funds to the Company and he is under no obligation to continue to do so. In this regard, Mr. Toomey has advised the Company that he does not intend to provide the Company with any further loans or equity financing after September 30, 2016, the end of our current fiscal year, if the Company does not enter into a letter of intent or receive a formal offer to engage in a bona fide business combination with a target company or business operation on or before such date. If we are unable to secure such a letter of intent or formal offer prior to September 30, 2016, then we will need to locate a source of financing other than Mr. Toomey. Further, even if we do enter into a letter of intent or receive a formal offer prior to such date, there can be no assurance that Mr. Toomey will provide the Company with any additional financings since he is under no obligation or commitment to do so.

In the event that Mr. Toomey does not continue to serve as a source of funding for the Company, our ability to fund our operational expenses and or to finance the consummation of any potential acquisition will be dependent upon our ability to develop additional sources of capital. We currently do not have any specific plans, understandings or agreements with respect to any such alternative source of funds. Because we have no such arrangements or plans currently in effect, we may not be able to fund our operational expenses after September 30, 2016, including the funds necessary to identify and consummate any potential acquisition transactions, and this may have a severely negative impact on our ability to become a viable company.

Our ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations. Our historical operating results disclosed in this Form 10-Q are not meaningful to our future results.

14

Going Concern Issues

In its report dated December 22, 2015, our auditors, Warren Averett, LLC expressed an opinion that there is substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. We have generated no operating revenues for the fiscal year ended September 30, 2015 or during the nine-months ended June 30, 2016, and we had an accumulated deficit of $188,137 as of June 30, 2016. Furthermore, at June 30, 2016, we had a retained deficit of $4,548,954 and a working capital deficit of $128,137. As a result of our working capital deficit and anticipated operating costs for the next 12 months, we do not have sufficient funds available to sustain our operations for a reasonable period without additional financing. Our continuation as a going concern is dependent upon future events, including our ability to raise additional capital and to generate positive cash flows.

Results of Operations

            Comparison of Three Months Ended June 30, 2016 and 2015

Revenues. Because we currently do not have any business operations, we have not had any revenues during the three months ended June 30, 2016 and June 30, 2015.

General and Administrative Expenses. We had operating expenses of $33,009 and $17,515 for the three months ended June 30, 2016 and June 30, 2015, respectively. These expenses consisted of general and administrative expenses which were primarily comprised of professional fees associated with various corporate and accounting matters. The increase in such expenses for the three months ended June 30, 2016 as compared to the same period ended June 30, 2015 was due to an increase in professional fees.

Net Income (Loss). We incurred net losses for the three months ended June 30, 2016 and June 30, 2015 of $33,427 and $17,515, respectively. The decrease in net loss was directly attributable to an increase in professional fees.

Comparison of Nine Months Ended June 30, 2016 and 2015

Revenues. Because we currently do not have any business operations, we have not had any revenues during the nine months ended June 30, 2016 and June 30, 2015.

General and Administrative Expenses. We had operating expenses of $104,625 and $133,392 for the nine months ended June 30, 2016 and June 30, 2015, respectively. These expenses consisted of general and administrative expenses which were primarily comprised of professional fees associated with various corporate and accounting matters. In addition, during the quarter ended December 31, 2015, the Company approved and issued 2 million shares of its common stock to each of Ted Sparling and James LaManna, for an aggregate of 4 million shares, for their service to the Company over the past two years, resulting in the recording of $9,200 in stock based compensation. The decrease in such expenses for the nine months ended June 30, 2016, as compared to the same period ended June 30, 2015, was due to the increased level of Reactivation Activities undertaken in the first quarter of 2015 to reactivate the Company's suspended reporting obligations under Section 15(d) of the Exchange Act. Although we experienced a modest increase in professional fees during the third quarter of 2016, our general and administrative expenses have generally decreased following the Reactivation Date and are anticipated to remain relatively low until such time as we effect a merger or other business combination with an operating business, if at all.

Net Income (Loss). We incurred net losses for the nine months ended June 30, 2016 and June 30, 2015 of $105,043 and $108,957, respectively. The decrease in net loss during the nine month period was directly attributable to the overall decrease in general and administrative expenses following the Reactivation Date.

15

Liquidity and Capital Resources

At June 30, 2016, we had a working capital deficit of ($128,137) compared to a working capital deficit of ($72,294) at September 30, 2015. Current liabilities increased to $132,620 at June 30, 2016 from $81,667 at September 30, 2015 due to an increase in accounts payable, primarily for professional fees. Total assets decreased from $9,373 at September 30, 2015 to $4,483 at June 30, 2016 due to a decrease in cash.

We had no material commitments for capital expenditures as of June 30, 2016. However, if we are able to execute our business plan as anticipated in the future, we would likely incur substantial capital expenditures and require additional financing to fund such expenditures.

During nine months ended June 30, 2016, we received the following financings:

· On December 7, 2015, Mr. Toomey advanced $20,000 to the Company;

· On March 3, 2016, Mr. Toomey advanced $20,000 to the Company; and

· On July 11, 2016, Mr. Toomey advanced $30,000 to the Company.

These funds were used to pay for the Company's ongoing business operations, consisting primarily of professional fees. The funds advanced to the Company on December 7, 2015 were acknowledged and formalized by the parties 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, and the issuance of a convertible promissory note in favor of Mr. Toomey in aggregate principal amount of $20,000 bearing interest at a fixed rate of 3.5% per annum, payable from December 7, 2015, the date that the actual loan was provided to the Company (the "December 2015 Promissory Note"). The December 2015 Promissory Note is convertible into shares of our common stock by Mr. Toomey at a fixed conversion price equal to $1.00 per share (subject to anti-dilution adjustments).

The funds advanced to the Company on March 3, 2016 were acknowledged and formalized by the parties pursuant to a Convertible Promissory Note Purchase Agreement, effective as of May 18, 2016 (the "May 2016 Note Agreement"), by and between the Company and Mr. Toomey, and the issuance of a convertible promissory note in favor of Mr. Toomey in aggregate principal amount of $20,000 bearing interest at a fixed rate of 3.5% per annum, payable from March 3, 2016, the date that the actual loan was provided to the Company (the "May 2016 Promissory Note"). The May 2016 Promissory Note is convertible into shares of our common stock by Mr. Toomey at a fixed conversion price equal to $1.00 per share (subject to anti-dilution adjustments).

The funds advanced to the Company on July 11, 2016 were acknowledged and formalized by the parties pursuant to a Convertible Promissory Note Purchase Agreement, effective as of August 10, 2016 (the "August 2016 Note Agreement"), by and between the Company and Mr. Toomey, and the issuance of a convertible promissory note in favor of Mr. Toomey in aggregate principal amount of $30,000 bearing interest at a fixed rate of 3.5% per annum, payable from July 11, 2016, the date that the actual loan was provided to the Company (the "August 2016 Promissory Note"). The August 2016 Promissory Note is convertible into shares of our common stock by Mr. Toomey at a fixed conversion price equal to $1.00 per share (subject to anti-dilution adjustments).

16

On December 15, 2015, the Company and Mr. Toomey agreed to amend certain outstanding note purchase agreements and the related notes to change the conversion rates under these agreements from $0.01 per share to $1.00 per share and to clarify that each of the outstanding promissory notes were immediately convertible. 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 all of the outstanding convertible notes issued to him at that time, other than the December 2015 Promissory Note. As a result of these conversions, an aggregate of 244,946 shares of common stock of the Company issued were issued to Mr. Toomey, effective on December 31, 2015. The only remaining outstanding convertible promissory notes issued to Mr. Toomey in exchange for loans made by him to the Company are the December 2015 Promissory Note, the May 2016 Promissory Note, and the August 2016 Promissory Note. For detailed discussion of these amendments and the conversion election, please see our Form 10-Q for the fiscal quarter ended December 31, 2015.

Mr. Toomey has historically converted past promissory notes. However, he has not yet executed his conversion rights under the December 2015 Promissory Note, the May 2016 Promissory Note, or the August 2016 Promissory Note, and there is no assurance that he will exercise such rights.

Because we do not have any revenues from operations, absent a merger or other business combination with an operating company or a public or private sale of our equity or debt securities, the occurrence of either of which cannot be assured, we will continue to be dependent upon future loans or equity investments from our present shareholders or management to fund operating shortfalls and do not foresee a change in this situation in the immediate future. We will attempt to raise capital for our current operational needs through loans from related parties, debt financing, equity financing or a combination of financing options. However, there are no existing understandings, commitments or agreements for extension of outstanding notes or an infusion of capital, and there are no assurances to that effect. Further, our need for capital may change dramatically if unknown claims or debts surface or if we acquire an interest in a business opportunity. There can be no assurances that any additional financings will be available to us on satisfactory terms and conditions, if at all. Unless we can obtain additional financing, our ability to continue as a going concern is doubtful. Although Mr. Toomey has provided the necessary funds for the Company in the past, there is no existing commitment to provide additional capital and he is unlikely to fund the Company to pay for any claims made against the Company for substantial debts or other obligations. In this regard, Mr. Toomey has advised the Company that he does not intend to provide the Company with any further loans or equity financing after September 30, 2016 if the Company does not enter into a letter of intent or receive a formal offer to engage in a bona fide business combination with a target company or business operation on or before such date. Further, even if we enter into such a letter of intent or receive a formal offer prior to such date, there can be no assurance that Mr. Toomey will provide the Company with any additional financings since he is under no obligation or commitment to do so. In such situation, there can be no assurance that we shall be able to receive additional financing, and if we are unable to receive sufficient additional financing upon acceptable terms, it is likely that our business would cease operations or, at the very least, cease to be a reporting Company under the Exchange Act.

Because the Company has reactivated its suspended reporting obligations under the Exchange Act, former shareholders, officers, employees, creditors, or others may approach the Company and allege that there are outstanding claims for which the Company is responsible. In fact, the Company was contacted in 2015 by one shareholder suggesting that the Company may owe certain contractual obligations to that shareholder. However, the Company is unclear as to the nature of any such obligation and, in any event, does not believe that any obligations are owed to that shareholder. In view of the Company's extremely limited resources, any such claims, if formally made, and/or proceedings commenced with respect thereto by such shareholder or any other third party or parties against the Company, would have a material adverse impact on the Company and may cause the Company to cease as a going concern. In such event, it is unlikely that the Company would be able to obtain any future financings from Mr. Toomey or others in order to maintain its current operations and it also would render unlikely that the Company would be able to pursue its business plan or that it will continue to be a reporting company under the Exchange Act.

17

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a "Smaller Reporting Company", the Company is not required to provide the information required by this Item

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedure

Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our management concluded that the Company's disclosure controls and procedures were not effective as of June 30, 2016 as a result of the material weakness in internal control over financial reporting because of inadequate segregation of duties over authorization, review and recording of transactions, as well as the financial reporting of such transactions. Although financial resources are limited, management continues to evaluate opportunities to mitigate the above material weaknesses. Despite the existence of these material weaknesses, we believe the financial information presented herein is materially correct and in accordance with generally accepted accounting principles.

Changes in Internal Control over Financial Reporting

There were no significant changes in our internal controls or in other factors that could significantly affect our disclosure controls and procedures subsequent to the date of the above referenced evaluation. Furthermore, there was no change in our internal control over financial reporting or in other factors during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

18

PART II

ITEM 1. LEGAL PROCEEDINGS

There are presently no pending legal proceedings to which the Company, any of its subsidiaries, any executive officer, any owner of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

ITEM 1A. RISK FACTORS

As a "Smaller Reporting Company", the Company is not required to provide the information required by this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

After the quarter ended June 30, 2016, Mr. Toomey advanced the Company $30,000 on July 11, 2016 in exchange for the August 2016 Promissory Note, bearing interest at a fixed rate of 3.5% per annum, payable from July 11, 2016, the date that the actual loan was provided to the Company. The August 2016 Promissory Note is convertible into the common stock of the Company by Mr. Toomey at a fixed conversion price equal to $1.00 per share (subject to anti-dilution adjustments). These funds advanced by Mr. Toomey after the quarter ended June 30, 2016, were used by the Company to pay for the Company's ongoing business operations, consisting primarily of professional fees.

ITEM 3. DEFAULTS ON SECURITIES

Not Applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

Although there are no legal proceedings pending or, to the knowledge of the Company, currently threatened or contemplated against it, because the Company has reactivated its suspended reporting obligations under the Exchange Act, former shareholders, officers, employees, creditors, or others may allege that there are outstanding claims for which the Company is responsible. In fact, the Company was contacted in 2015 by one shareholder suggesting that the Company may owe certain contractual obligations to that shareholder. However, the Company is unclear as to the nature of any such obligation and, in any event, does not believe that any obligations are owed to that shareholder. In the case any such claims are formally made or presented to the Company by any third parties, we will review and analyze such claim on a case by case basis and respond to it as we deem appropriate.

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ITEM 6. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

4.1	Convertible Promissory Note No. 16 of James K. Toomey in the principal amount of $30,000 for July 11, 2016 loan.*
10.1	Convertible Promissory Note Purchase Agreement, effective August 10, 2016, by and between Kingfish Holding Corporation and James K. Toomey.*
31.1	Certification of the Company's Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 15d-14(a)), with respect to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016. *
31.2	Certification of the Company's Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 15d-14(a)), with respect to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.*
32.1	Certificate of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted under Section 906 of the Sarbanes-Oxley Act of 2002 (Rule 15d-14(b)). *
32.2	Certificate of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted under Section 906 of the Sarbanes-Oxley Act of 2002 (Rule 15d-14(b)). *
101.INS	XBRL Instance Document *
101.SCH	XBRL Taxonomy Extension Schema Document *
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF	XBRL Taxonomy Definition Linkbase Document *
101.LAB	XBRL Taxonomy Extension Label Linkbase Document *
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document *

___________ 

* Exhibit Filed Herewith

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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 

	KINGFISH HOLDING CORPORATION
Date: August 11, 2016	By:	/s/ Ted Sparling
		Ted Sparling
		Chief Executive Officer
		(Principal Executive Officer)

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INDEX TO EXHIBITS

Exhibit Number	Description of Exhibits
4.1	Convertible Promissory Note No. 16 of James K. Toomey in the principal amount of $30,000 for July 11, 2016 loan.*
10.1	Convertible Promissory Note Purchase Agreement, effective August 10, 2016, by and between Kingfish Holding Corporation and James K. Toomey.*
31.1	Certification of the Company's Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 15d-14(a)), with respect to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 *
31.2	Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 15d-14(a)), with respect to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 *
32.1	Certificate of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted under Section 906 of the Sarbanes-Oxley Act of 2002 (Rule 15d-14(b)). *
32.2	Certificate of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted under Section 906 of the Sarbanes-Oxley Act of 2002 (Rule 15d-14(b)). *
101.INS	XBRL Instance Document *
101.SCH	XBRL Taxonomy Extension Schema Document *
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF	XBRL Taxonomy Definition Linkbase Document *
101.LAB	XBRL Taxonomy Extension Label Linkbase Document *
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document *

___________ 

* Exhibit Filed Herewith

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EX-4.1

EXHIBIT 4.1

THIS CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND THE SECURITIES LAWS OF ALL OTHER APPLICABLE JURISDICTIONS OR (2) THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION SHALL BE ESTABLISHED TO THE REASONABLE SATISFACTION OF THE ISSUER.

CONVERTIBLE PROMISSORY NOTE

Note No. 16 U.S. $30,000.00 August 10, 2016 Tampa, Florida

FOR VALUE RECEIVED, the undersigned KINGFISH HOLDING CORPORATION, a Delaware corporation (the "Company"), promises to pay to the order of JAMES K. TOOMEY ("Payee", and Payee and any subsequent permitted holder(s) of this convertible promissory note (the "Note") being referred to collectively as "Holder"), at Holder's address set forth below (or by wire transfer to Holder's wire address set forth below) or at such other place as Holder may designate in writing pursuant to the notice provisions below, the principal sum of THIRTY THOUSAND DOLLARS ($30,000.00) (the "Principal Amount"), together with accrued and unpaid interest thereon, said principal and interest to be due and payable as stated below.

This Note is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement (the "Purchase Agreement") dated as of August 10, 2016 by and between the Company and the Payee. Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement.

1. Interest Rate. The Company promises to pay simple interest on the outstanding principal amount of this Note from July 11, 2016 (the date that the underlying loan was originally made by the Holder to the Company) until paid in full at the fixed rate of three and one-half percent (3.5%) per annum. Interest shall be calculated on a 365-day year basis and shall be due and payable as set forth below.

2. Maturity. Unless this Note has been previously converted in accordance with the terms of Section 5 hereof, all outstanding principal and accrued and unpaid interest on this Note, plus all fees, costs and expenses then due under this Note, become fully due and payable upon demand by the Holder (the date of any such demand, the "Maturity Date").

3. Payments. No principal amount of this Note or any accrued interest on the principal balance of this Note is due or payable until the Maturity Date. All amounts payable hereunder shall be made for the account of the Holder at the address referred to in Section 8 of this Note.

4. Prepayment. The Company may not prepay this Note prior to the Maturity Date without the consent of the Holder. Following the Maturity Date, the Company may prepay any part or all of any amount payable under this Note, including principal or interest or both, at any time or times without any premium or penalty whatsoever. Any and all prepayments shall be applied first to reimbursement of Holder for any costs or expenses incurred by Holder to enforce or collect amounts owed hereunder, then to repayment of any accrued and unpaid interest hereunder, and then to principal outstanding hereunder.

1

 5. Optional Conversion of Note.

(a) Optional Conversion Rights. The outstanding principal balance of this Note shall be convertible, in whole or in part, at the option of the Holder at any time prior to the Maturity Date, into shares of common stock, par value $0.0001 per share, of the Company ("Common Stock"), at the then-Conversion Price (as defined in Section 5(e) below) (the "Optional Conversion Right"). To the extent that the Holder decides to exercise his or her Optional Conversion Right, then any unpaid interest on this Note shall be converted into Common Stock on the same terms as the principal of the Note.

(b) Exercise of Optional Conversion Right. The Optional Conversion Right may be exercised by the Holder, in whole but not in part, at any time, and from time to time prior to the Maturity Date, by the surrender and presentment of this Note accompanied by a duly executed Notice of Exercise in the form attached hereto (the "Exercise Notice"), presented to the Company, at its principal office or at such other place as the Company may designate by notice in writing to the Holder.

(c) Issuance of Certificates. As soon as practicable after full or partial conversion of this Convertible Note, the Company at its expense (including, without limitation, the payment by it of all taxes and governmental charges applicable to such conversion and issuance of Common Stock) shall cause to be issued to the Holder a certificate representing the total number of shares of Common Stock for which this Convertible Note is being converted (the "Conversion Shares"). This Convertible Note shall be deemed to have been converted, and the Conversion Shares acquired thereby shall be deemed issued, and the Holder shall be deemed to have become holders of record of such Conversion Shares, for all purposes, as of the close of business on the date that this Convertible Note and the duly executed and completed Conversion Notice, has been presented and surrendered to the Company in accordance with the provisions of Section 5(b) hereof, notwithstanding that the transfer books of the Company may then be closed.

(d) Covenants of Company. The Company shall take all action as may be necessary to assure that such Conversion Shares (and any other securities and property) may be issued and delivered as provided herein without violation of the Company's Certificate of Incorporation of bylaws, any applicable law or regulation, or any requirements of any domestic securities exchange or inter dealer quotation system upon which the Common Stock may be listed.

(e) Definitions. For purposes of this Note:

(i) The term "Conversion Price" shall be equal to the quotient of the Principal Amount plus all accrued and unpaid interest under this Note as of the date of such calculation divided by the Per Share Value.

(ii) The "Per Share Value" shall be $1.00 per share of Common Stock, subject to adjustment as provided in Section 5(f) hereof.

(ii) The term "Sale of the Company" shall mean (A) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the shareholders of the Company immediately prior to such consolidation, merger or reorganization, continue to hold at least a majority of the voting power of the surviving entity in substantially the same proportions (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; (B) any transaction or series of related transactions to which the Company is a party in which in excess of 50% of the Company's voting power is transferred; provided, however, that a Sale of the Company shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or any successor or indebtedness of the Company is cancelled or converted or a combination thereof; or (C) a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company.

2

(f) Anti-Dilution Provisions. The number and kind of securities and other property that may be acquired upon the conversion of this Note and the Conversion Price shall be subject to adjustment, from time to time, upon the happening of any of the following events:

(i) In the event that the Company shall declare, pay, or make any dividend upon its outstanding shares of Common Stock payable in Common Stock or shall effect a subdivision of the outstanding Common Stock into a greater number of shares of Common Stock, then the number of Conversion Shares that may thereafter be purchased upon the exercise of the rights represented hereby shall be increased in proportion to the increase in the number of outstanding shares of Common Stock through such dividend or subdivision, and the Per Share Value shall be decreased in such proportion. In case the Company shall at any time combine the outstanding shares of Common Stock into a smaller number of shares of Common Stock, the number of Conversion Shares that may thereafter be acquired upon the exercise of the rights represented hereby shall be decreased in proportion to the decrease through such combination and the Per Share Value shall be increased in such proportion.

(ii) In the event that the Company declares, pays, or makes any dividend or other distribution upon its outstanding shares of Common Stock payable in securities or other property (excluding cash dividends and dividends payable in shares of Common Stock, but including, without limitation, shares of any other class of the Company's stock or other securities convertible into or exchangeable for shares of Common Stock or any other class of the Company's stock or other interests in the Company or its assets), a proportionate part of those securities or that other property shall be set aside by the Company and delivered to the Holder in the event that the Holder exercises his Optional Conversion Right with respect to this Note. The securities and other property then deliverable to the Holder upon the conversion of this Note shall be in the same ratio to the total securities and property set aside for the Holder as the number of Conversion Shares with respect to which this Note is then converted is to the total number of Conversion Shares that may be acquired pursuant to this Note at the time the securities or property were set aside for the Holder.

(g) Per Share Value Adjustments. Except as otherwise provided in this Section 5, upon any adjustment of the Per Share Value, the Holder shall be entitled to purchase, based upon the new Per Share Value, the number of shares of Common Stock, calculated to the nearest full share, obtained by: (i) multiplying the (A) number of Conversion Shares that may be acquired pursuant to this Note immediately prior to the adjustment of the Per Share Value by (B) the Per Share Value in effect immediately prior to its adjustment, and (ii) dividing the product so obtained in clause (i) by the new Per Share Value.

(h) Prior Notice of a Sale of the Company. Notwithstanding any provision of this Note to the contrary, in the event that the Company consummates a Sale of the Company prior to the conversion or repayment in full of this Note, the Company will give the Holder at least five days prior written notice of the anticipated closing date of such Sale of the Company.

6. Expenses. In the event of any failure of the Company to pay all amounts due upon a demand made pursuant to Section 2 of this Note, the Company shall pay all reasonable attorneys' fees and court costs incurred by Holder in enforcing and collecting this Note.

7. Waiver. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

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8. Notices. Any notice or other communications to be given or that may be given pursuant to this Note shall be deemed to have been given: (x) three (3) calendar days after the deposit of such notice or communication in the United States Mail, registered or certified, return receipt requested, with proper postage affixed thereto; (y) on the first Business Day after depositing such notice of communication with Federal Express, Express Mail, or other expedited mail or package delivery service guaranteeing delivery no later than the next Business Day if next Business Day delivery service has been requested and paid for (or on such subsequent Business Day as such delivery service has been requested, guaranteed and paid for); or (z) upon delivery if hand delivered or telecopied to the appropriate address and person as provided on the signature page to the Purchase Agreement or to the person to whose attention the notice is to be given to the other parties in the manner hereinabove provided; provided, however, that any notice changing Holder's address or wire address shall be effective only upon receipt by the Company.

9. Governing Law.

(a) This Note shall in all respects be governed by and construed in accordance with the laws of the State of Florida, without giving effect to the principles of conflict of laws thereof.

(b) Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereunder shall be brought solely in the courts of the State of Florida located in Hillsborough County, Florida, or, if it has or can acquire jurisdiction, in the United States District Court for the Middle District of Florida (Orlando or Tampa Division), and each of the parties hereto hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and waives any objection to the venue or the convenience of forum of any such courts.

10. Modification; Waiver. No amendment, modification, forbearance or waiver of any provision of this Note, and no consent with respect to any departure by the Company therefrom, shall be effective unless the same shall be in writing and signed by the Holder and the Company

11. Assignment. Neither the Company nor the Holder may assign or transfer this Note without the prior written consent of the other party (not to be unreasonably withheld) provided that, in no event shall this Note or any interest herein be transferable, in whole or in part, to any person or entity under circumstances that would be reasonably likely to violate or trigger a consent or other approval requirement under applicable laws, including but not limited to U.S. securities laws, the Foreign Corrupt Practices Act, FINSA, laws restricting money transfers and payments to persons or entities located in certain restricted countries, foreign nationals identified on any restricted list, and associated regulations as in existence at the time, and the laws and regulations of any other country. Any such written notice shall set forth in reasonable detail the identity of the new Holder(s) and the terms of transfer of this Note (including a release by the applicable Holder of any right to receive any payments hereunder) and the Company shall be obligated to register the transfer of this Note and make payments to any Holder hereunder only if the Company determines such transfer or payment is not restricted or prohibited by any such laws (and the due date of any such payment shall be extended by the length of time that any such legal restriction or prohibition exists). This Note shall inure to the benefit of Holder, its successors and assigns, and to any person to whom Holder may grant an interest in any of the indebtedness evidenced hereby in compliance with the foregoing restrictions, and shall be binding upon the Company and its successors and assigns. No person or entity not a direct party hereto shall be entitled to enforce any rights or obligations hereunder as a third party beneficiary or otherwise.

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12. Waiver of Jury Trial. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.

13. Time of Essence. Time is of the essence of the payment and performance of this Note.

14. Miscellaneous. The Company and Holder have participated jointly in the negotiation and drafting of this Note. In the event an ambiguity or question of intent or interpretation arises, this Note shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Note. No delay by Holder in enforcing its rights hereunder or otherwise, shall prejudice Holder's rights to enforce this Note. Neither Party to this Note will be liable to the other for any failure or delay in performance under this Note due to circumstances beyond its reasonable control including, without limitation, Acts of God, labor disruption, war, terrorist threat or government action, or lack of availability of wire transfer systems or other international or national systems; provided, that if either party is unable to perform its obligations under this Note for one of these reasons it shall give prompt written notice thereof to the other party and the time for performance, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing performance.

15. Agreement by Holder. By its acceptance of this Note, Holder agrees to be bound by the terms hereof.

16. Documentary Stamp Taxes. All required Florida documentary stamp taxes due in connection with this Note have been paid.

[Signature Page Follows]

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KINGFISH HOLDING CORPORATION,
a Delaware corporation
By:	/s/ Ted Sparling
Name:	Ted Sparling
Title:	President & CEO

HOLDER:

/s/ James K. Toomey

James K. Toomey

[SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE NO. 16 OF KINGFISH HOLDING CORPORATION]

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NOTICE OF EXERCISE

(To be executed by the Holder desiring to exercise the right to convert this Note into shares of common stock, par value $0.0001 per share, of the Company ("Common Stock") of KINGFISH HOLDING CORPORATION, a Delaware corporation)

The undersigned Holder of a Convertible Promissory Note (Note No. 16) hereby elects to exercise his or her Optional Conversion Right, pursuant to the provisions of the Note dated August 10, 2016 issued to the Holder by Kingfish Holding Corporation, a Delaware corporation, to receive that number of shares of Common Stock into which the outstanding principal amount of, and accrued and unpaid interest on, this Note is convertible at the Conversion Price at the address set forth below.

Dated: _______________, _________ 

Printed Name:

Signature:

Address:

(Signature must conform in all respects to the name of holder as specified on the face of this Note.)

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EX-10.1

EXHIBIT 10.1

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this "Agreement"), effective as of August 10, 2016 is entered into by and among KINGFISH HOLDING CORPORATION, a Delaware corporation (the "Company"), and JAMES K. TOOMEY, an individual with his business address at 6425 28^th Avenue East, Bradenton, Florida 34208 (the "Investor"). Certain capitalized terms used in this Agreement are defined in Section 5.1 of this Agreement.

RECITALS

WHEREAS, the Company generally has been in need of additional financial sources in order to conduct its business;

WHEREAS, the Investor was willing to loan the necessary funds to the Company, subject to the conditions specified herein, to conduct its business and pay the costs and expenses of such Professional Services; and

WHEREAS, in connection with its cash requirements for such purposes, the Company has previously borrowed $30,000 from the Investor in July 2016 and the parties now are desirous of formalizing this loan advance.

NOW, THEREFORE, in consideration of the foregoing, and of the mutual representations, warranties, covenants and agreements contained in this Agreement and other valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

1. Amount and Terms of Loans.

1.1 The July 2016 Loan. The Company acknowledges receipt of a loan advance in aggregate principal amount of Thirty Thousand Dollars ($30,000) (such loan advance, the "Loan"). The Loan shall be evidenced by a convertible promissory note for such principal amount of the Loan issued to the Investor in substantially the form attached hereto as Exhibit A (the "August 2016 Convertible Note"), which August 2016 Convertible Note for the Loan shall be issued and delivered by Company concurrently with the execution of this Agreement.

1.2 Loans Fully Funded. The Company acknowledges that the Investor has fully funded the Loan on or about July 11, 2016 and the Company received all of the proceeds therefrom on or about such date.

1.3 Terms and Conditions of the Loans. The Loan was made by the Investor to the Company on the basis of the representations, warranties, covenants and agreements contained in this Agreement, and subject to the terms and conditions set forth of this Agreement.

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2. Representations, Warranties, and Covenants of the Company. The Company hereby represents and warrants to the Investor as follows:

2.1 Organization, Standing, and Power. The Company is a corporation duly incorporated, validly existing, and, as of the date of this Agreement, in good standing under the Laws of the State of Delaware, and has the requisite corporate power and authority to own, lease, operate and otherwise hold its properties and assets and to carry on its business as it is now being conducted.

2.2 Authority; Due Execution.

(a) The Company has, and at the time that the Loan was funded had, all of the requisite corporate power and authority to execute and deliver this Agreement and the August 2016 Convertible Note (the Agreement and the August 2016 Convertible Note are referred to collectively as, the "Loan Documents"), and to carry out and perform its obligations under the Loan Documents, and to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance by the Company of the Loan Documents, including the delivery of the August 2016 Convertible Note and the reservation of shares of Common Stock issuable upon conversion of August 2016 Convertible Note (the "Conversion Shares"), and the consummation of the transactions contemplated thereby, has been duly and validly authorized by all necessary corporate action on the part of the Company. The Loan Documents have been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by the Investor, of each of the Loan Documents will constitute legal, valid, and binding obligations of the Company, enforceable against it in accordance with their respective terms (except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriums, or similar Laws affecting creditors' rights and remedies generally and except that the availability of the equitable remedy of specific performance and injunctive relief is subject to the discretion of the court before which any proceedings may be brought (the "Bankruptcy and Equity Exceptions").

(b) The Board of Directors of the Company (the "Board of Directors" or the "Board") has determined that this Agreement, the Loan transaction which is the subject of this Agreement, and the August 2016 Convertible Note are fair to and in the best interests of the Company and its stockholders and have approved and adopted this Agreement, the Loan transaction, and the August 2016 Convertible Note.

2.3 No Conflict or Required Approvals.

(a) Neither the execution and delivery of this Agreement or the August 2016 Convertible Note, nor the consummation by the Company of the transactions contemplated hereby or thereby, or compliance with any of the terms or provisions herein or in the August 2016 Convertible Note by the Company will: (i) conflict with or violate any provision of the Certificate of Incorporation or bylaws of the Company, (ii) violate, conflict with, constitute or result in a breach of any term, condition, or provision of, or constitute a default (with or without notice or the lapse of time, or both) under, or give rise to any right of termination, cancellation, or acceleration of any obligation or the loss of any material benefit under, or require a Consent pursuant to, or result in the creation of any material Lien upon any material assets or properties of the Company pursuant to any of the terms, provisions, or conditions of any material loan or credit agreement, note, bond, mortgage, indenture, deed of trust, license, agreement, contract, lease, Permit, concession, franchise, plan, or other instrument or obligation to which the Company is a party or by which any of its material assets or properties may be bound or affected, or (iii) conflict with or violate any judgment, order, writ, injunction, decree of any court, governmental, regulatory or administrative agency, commission, authority, instrumentality, or other public body, domestic or foreign (a "Governmental Entity"), or material Law applicable to the Company or any of its assets or properties; except in the case of clauses (ii) and (iii) of this Section 2.3(a), as would not have a material adverse effect on the Company or its ability to consummate and perform the terms of this Agreement.

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(b) Neither the execution and delivery of each of the Loan Documents, nor the consummation of the transaction contemplated by the Loan Documents will require notice to, registration, declaration, or filing by the Company with, or the order, authorization, or Permit of, or exception or waiver by, or Consent of, or any action by, any Governmental Entity other than in connection or compliance with the provisions of applicable state corporate and securities Laws, and the United States federal securities Laws.

2.4 Capitalization.

(a) The authorized capital stock of the Company, prior to giving effect to the conversion of the Outstanding Notes and the Convertible Note issued hereby, consists of (i) 200,000,000 shares of Common Stock, of which 120,957,933 shares are issued and outstanding, and (ii) 20,000,000 of preferred stock, par value $0.0001 per share (the "Preferred Stock"), none of which are issued and outstanding.

(b) All issued and outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and nonassessable.

(c) No stockholder of the Company or any other person is entitled to any preemptive rights with respect to the purchase, sale, or issuance of any equity securities of the Company. Except as required pursuant to the terms of the Loan Document and the outstanding convertible notes identified in Schedule 2.4(c) of this Agreement: (i) there are no outstanding or authorized options, warrants, "phantom" equity rights, agreements, subscriptions, calls, demands, or other rights, commitments, or arrangements (written or oral, or contingent or otherwise) of any character to purchase or acquire any capital stock or other equity investments in any security directly or indirectly convertible into or exchangeable or exercisable for, the capital stock of or other equity interest in the Company, including, without limitation, any convertible indebtedness obligations (collectively, "Options"), (ii) the Company has no outstanding obligation (contingent or otherwise) to issue any Options or to issue or distribute to holders of any shares of its capital stock, any evidences of indebtedness, or assets of the Company, (iii) the Company has no outstanding obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof, and (iv) there are no voting trusts, trusts, proxies or other similar agreements, understandings, or similar arrangements to which the Company is a party or by which the Company is bound with respect to the voting of any shares of capital stock of the Company.

2.5 Issuance of Conversion Shares.

(a) The issuance, sale, and delivery of the Conversion Shares to the Investor upon conversion of the August 2016 Convertible Note has been duly authorized by all necessary corporate action on the part of the Company and the Conversion Shares, when issued, sold, and delivered in compliance with the provisions of the Loan Documents, will be duly and validly issued, fully paid, and nonassessable, and shall be free and clear of any Liens, or preemptive or other similar rights and will be issued in compliance with all applicable federal and securities laws.

 (b) Assuming the accuracy of the representations and warranties of the Investor contained in Section 3 hereof, the offer, issue, and sale of the August 2016 Convertible Note and the Conversion Shares (collectively, the "Securities") are and will be exempt from the registration under the Securities Act of 1933, as amended (the "Securities Act"), and are exempt from registration and qualification under the securities laws of all other applicable jurisdictions.

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2.6 Compliance with Laws; No Violations.

(a) The Company holds all Permits necessary for it to own, lease, and operate its assets and properties and to lawfully carry on its business as now conducted except as would not have a material adverse effect on the Company. All material Permits are in full force and effect, and the Company is in substantial compliance with all conditions and requirements of such Permits and all rules and regulations relating thereto.

(b) The Company is not in conflict with, or in default under, or in violation of: (i) its Certificate of Incorporation or bylaws, or (ii) except as would not have a material adverse effect on the Company, any Law, Permit, order, judgment, writ, injunction, or decree applicable to the Company or by which the material assets or properties of the Company are bound or affected, and no claim is pending or, to the Knowledge of any of the Company, threatened with respect to such matters.

2.7 No Sales or Liquidation Contemplated. The Company has not entered into any agreement with any third party regarding the sale of the business of the Company, whether structured as a merger, reverse merger, share exchange, sale of a controlling interest of its stock, the sale of all or substantially all of the assets of the business of the Company, or otherwise contemplating a liquidation of the Company.

2.8 No Broker or Finder. Neither the Company or any of its officers, directors, have retained or used the services of any broker, finder, investment banker, or other financial intermediary, nor has the Company paid or agreed to pay any brokerage, finder's, or other fee or commission in connection with any of the transactions contemplated by this Agreement.

2.9 Accuracy of Representations and Warranties. The Company confirms that the representations and warranties of the Company made to the Investor pursuant to this Agreement were true and correct as of the date that the Loan was funded by the Investor ("Loan Date") and are true and correct as of the date of this Agreement.

3. Representations, Warranties, and Covenants of the Investor. The Investor hereby represents and warrants to the Company as follows:

3.1 Authority; No Conflict or Required Consents.

 (a) The Investor is an individual who has full legal capacity to execute and deliver this Agreement, to perform his obligations hereunder and thereunder, and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Investor and, assuming valid authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of the Investor enforceable against him in accordance with its terms (subject to the Bankruptcy and Equity Exceptions).

(b) Neither the execution, delivery or performance of this Agreement by the Investor, nor the consummation by the Investor of the transactions hereby, or compliance by the Investor with any of the terms or provisions herein will conflict with or violate any order, writ, Injunction, decree, or Law applicable to the Investor, or any of his properties or assets that will materially impair the ability of the Investor to perform his obligations under this Agreement.

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(c) Neither the execution or delivery of this Agreement by such Investor, nor the consummation of the transactions contemplated hereby, will require notice to, registration, declaration, or filing by the Investor with, or Permit or Consent of, or any action by any Governmental Entity.

3.2 Investment Representations.

(a) The Investor affirms that he has been advised and understands that (i) the Securities have not been registered under the Securities Act or registered or qualified under the securities Laws of any other jurisdiction and are being sold in reliance upon an exemption from registration under such Laws, (ii) he may not Transfer the Securities unless they are subsequently registered and qualified under such Laws or, in the opinion of counsel reasonably satisfactory to the Company, an exemption from such registration and qualification is available, and (iii) any Transfer that is permitted must satisfy certain legal, procedural and other requirements.

(b) The Investor: (i) is the sole and true party in interest, and is acquiring the Securities solely for his own account, not as a nominee or agent, for investment purposes only, and not with an intent or a view to the sale or distribution of any part thereof within the meaning of Section 2(a)(11) of the Securities Act, (ii) does not have any present intent of making a Transfer of, granting a participation in, or otherwise distributing the Securities in a manner contrary to the Securities Act or the securities Laws of any other applicable jurisdiction, nor does the Investor have any contract, undertaking, agreement, or arrangement with any person to Transfer, grant any participation in, or otherwise distribute any of the Securities to such person, and (iii) does not presently have any reason to anticipate any change in circumstances or other particular occasion or event which would cause the Investor to need to sell the Securities, except in accordance with the terms of this Agreement and in compliance with all applicable federal and state securities Laws.

(c) The Investor understands and acknowledges that only the Company can register the Securities under applicable securities Laws; the Company does not have any present intention to register the Securities under the Securities Act or the securities Laws of any other jurisdiction; there is a limited public market for the Common Stock; and, as a result an investment in the Securities may not be liquid and that the Investor must bear the economic risk of the investment indefinitely. In this regard, the Investor further represents that it has adequate means of providing for his current needs and possible personal contingencies, it can afford to bear the economic risk of holding the Conversion Shares for an indefinite period of time, it has no need for liquidity in its investment in the Conversion Shares, and it has the net worth sufficient to bear the risks of and to sustain a complete loss of such Investor's entire investment in the Company.

(d) The Investor confirms that it is aware and understands that no federal or state agency has made any finding or determination as to the fairness of this offering nor has made any recommendation or endorsement of the Securities.

(e) Such Investor recognizes that an investment in the Securities and the Company involves certain risks, and such Investor has taken full cognizance of, understands, and is willing to bear the risks related to the purchase of the Securities.

3.3 Knowledge and Experience. The Investor has sufficient knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment contemplated by this Agreement and the Investor is able to bear the economic risk of its investment in the Securities and the Company.

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3.4 Accredited Investor; Not a Bad Actor. The Investor is (a) an "accredited investor" as such term is defined in Rule 501(a) promulgated under the Securities Act and (b) is not subject to any "bad actor" disqualification set forth in Rule 506(d) of Regulation D or any similar disqualification provision that could adversely affect the Company's reliance on any federal or state securities registration exemption or that could otherwise adversely affect the offering of the Securities.

3.5 Information Provided. The Investor represents, acknowledges and confirms that:

(a) prior to the sale of the Securities to him pursuant to this Agreement, the Investor: (i) has been given access to all material books and records of the Company and all material contracts and documents relating to the sale of the Securities pursuant to this Agreement, (ii) has been given an the opportunity to ask questions of, and receive answers from, representatives of the Company concerning Company and the terms and conditions of the sale of the Securities by the Company to the Investor, and (iii) confirms that he has been furnished with all such requested information and all questions asked by such Investor have been answered to his full satisfaction.

(b) the Investor is acquiring the Securities without being furnished any offering literature or prospectus other than any documents or answers to questions so furnished to him by the Company.

(c) in addition to the representations set forth in Section 3.5(a) hereof, the Investor, because of his relationship with the Company as a director thereof, is in possession of or has complete and unrestricted access to, all material information concerning the Company, its business, operations, and financial condition and, as a result thereof, is thoroughly familiar with the speculative nature and risks of an investment in the Securities and is willing to bear the risks related to the purchase of the Securities. The Investor has been given access to all material information concerning the Company which is available or known to the Company.

(d) the Investor has not relied on any statement or representation of the Company or of any of its Affiliates, attorneys, agents, or other representatives, except as specifically set forth or referenced in this Agreement or provided in accordance with Section 3.5(a) of this Agreement.

3.6 Reliance on Investor's Representations. The Investor acknowledges and understands that the representations, warranties, and covenants contained in this Section 3 of the Agreement are being furnished, in part, and will be relied on by the Company in determining whether this offering of the Securities (and particularly, the Conversion Shares) is exempt from registration under the Securities Act and the securities laws of all other applicable jurisdictions and, accordingly, confirms that all such statements contained herein are true, complete, and accurate as of the date hereof, and shall be true, accurate, and complete as of the date that this Agreement is executed and delivered, and shall survive the execution and delivery of this Agreement. If any events occur or circumstances exist prior to the issuance of the Conversion Shares to the Investor which would make any of the representations, warranties, agreements, or other information of the Investor set forth herein untrue or inaccurate, the Investor agrees to immediately notify the Company in writing of such fact specifying which representations, warranties, or covenants are not true, correct, or accurate, and the reasons therefor.

3.7 No Broker or Finder. Such Investor has not retained or used the services of any broker, finder, investment banker, or other intermediary, nor has any Investor paid or agreed to pay any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement.

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3.8 Accuracy of Representations and Warranties. The Investor confirms that the representations and warranties of the Investor made to the Company pursuant to this Agreement were true and correct as of the Loan Date and are true and correct as of the date of this Agreement.

4. Additional Agreements.

4.1 Agreement Not to Transfer Securities. The Investor hereby agrees that he will not, directly or indirectly, Transfer or offer to Transfer any of the Securities (or solicit any offers to buy, purchase, or otherwise acquire or take a pledge of any the Securities), except in compliance with this Agreement, the Securities Act and the securities Laws of all other applicable jurisdictions, as well as the rules and regulations promulgated thereunder.

4.2. Investor's Indemnification Agreement. The Investor acknowledges that understands the meaning and legal consequences of the representations, warranties and covenants contained in Section 3 of this Agreement, especially as it relates to the reliance referenced in Section 3.6 hereof, and agrees to indemnify and hold harmless the Company and its agents, employees, and representatives from and against any and all losses (including reasonable attorney's fees), damage or liabilities due to or arising out of any misrepresentations, misstatements, or omissions with respect to any of the representations or warranties, or a breach of any of the covenants or agreements, contained in this Agreement by the Investor.

4.3 Reservation of Convertible Shares. The Company hereby agrees that:

(a) it will at all times have authorized and will reserve and keep available, solely for issuance and delivery to the Holder, that number of shares of its Common Stock (or other securities and property) that may be required from time to time for issuance and delivery of the Conversion Shares to the Investor upon conversion of the August 2016 Convertible Note.

(b) it shall take all necessary steps to ensure that the Conversion Shares, when issued in accordance with this Agreement and the August 2016 Convertible Note, shall be duly and validly issued, shall be fully paid and nonassessable, free and clear of any claim, lien, encumbrance, or security interest of any kind whatsoever, and free from all preemptive rights of any security holders of the Company.

(c) it shall take all action as may be necessary to assure that such Conversion Shares (and any other securities and property) may be issued and delivered as provided herein and as set forth in the August 2016 Convertible Note without violation of any applicable law or regulation, or of any requirements, of any domestic securities exchange or inter dealer quotation system upon which the Common Stock may be listed; provided, however, that the Company shall not be required to effect a registration under federal or state securities laws.

4.4 Convertible Note. The Investor agrees that by acceptance of the August 2016 Convertible Note pursuant to the terms of this Agreement, he will be bound by the terms of the August 2016 Convertible Note.

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4.5 Documentary Stamp Taxes. The Company agrees to pay all documentary stamp taxes required to be paid in connection with the issuance and delivery of the August 2016 Convertible Note to the Investor.

4.6 Further Assurances. On or after the date of this Agreement, each of the parties shall execute and deliver, or cause to be executed and delivered, such further documents, certificates, and instruments reasonably required to issue and distribute the Securities to the Investor, and to perform such further acts as may be reasonably requested in order to convey the Securities to the Investor, all on terms contained herein, and otherwise to comply with the terms of this Agreement and consummate the transactions herein provided.

5. General Provisions.

Section 5.1 Definitions.

(a) Except as otherwise provided herein, the capitalized terms set forth below shall have the following meanings:

"Affiliate"shall mean, as to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person. For purposes of this definition, (i) the term "control" (including the term "controlling," "controlled by" and "under common control," or correlative terms) means the possession, direct or indirect, of the power to direct the management and policies of a Person, whether as an officer or director, through the ownership of voting securities, by contract or otherwise.

"Business Day" shall mean any day other than a Saturday, Sunday, or other day on which commercial banks in the State of Florida are authorized or required by Law or executive order to close.

"Certificate of Incorporation" shall mean the certificate of incorporation of the Company.

"Common Stock" shall mean the shares of common stock, par value $0.0001 per share, of the Company.

"Consent" shall mean any consent, order, approval, authorization, clearance, exemption, waiver, ratification, or similar affirmation by any Person.

"Entity" shall mean any general partnership, limited partnership, corporation, joint venture, trust, limited liability company, limited liability partnership, unincorporated organization, business trust, cooperative or association.

"Law" means any code, law, ordinance, regulation, reporting or licensing requirement, rule, or statute applicable to a Person or its assets, properties, liabilities, or business, including those promulgated, interpreted, or enforced by any Governmental Entity.

"Liens" shall mean all liens, encumbrances, charges, pledges, claims, security interests, equities, options, warrants, rights to purchase or acquire, and other defects in title.

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"Permits" shall mean all permits, licenses, variances, certificates, filings, franchises, notices, rights, and Consents of and from all Governmental Entities.

"Person" shall mean an individual or an Entity.

"Transfer" shall be construed broadly and shall include to mean, in the context of a transfer of any of the Securities, any sale, assignment, participation, gift, bequest, distribution, exchange, pledge, hypothecation, placement of a lien thereon or a grant of a security interest therein or other encumbrances thereon, judicial attachment, contribution to a trust or other Entity, or other transfer or disposition (voluntarily or involuntarily, by operation of law or otherwise, and whether as security or otherwise) by a Holder of all or a portion of its Securities or any right or interest therein. For purposes of this definition, a "Transfer" shall include the sale, assignment, participation, gift, bequest, distribution, exchange, pledge, hypothecation, placement of a lien thereon or a grant of a security interest therein or other encumbrances thereon, judicial attachment, contribution to a trust or other Entity, or other transfer or disposition (voluntarily or involuntarily, by operation of law or otherwise, and whether as security or otherwise) of a controlling equity interest in any Person which owns of record any of the Securities.

 (b) The following terms shall have the meanings ascribed thereto in the Section set forth opposite such term:

Term	Section
Agreement	Preamble
Bankruptcy and Equity Exceptions	2.2(a)
Board of Directors (or Board)	2.2(b)
Company	Preamble
Conversion Shares	2.2(a)
Governmental Entity	2.3(a)
Investor	Preamble
Loan	1.1
Loan Date	2.9
Loan Documents	2.2(a)
August 2016 Convertible Note	1.1
Options	2.4(c)
Preferred Stock	2.4(a)
Securities	2.5(b)
Securities Act	2.5(b)

9

(c) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words "include," "includes," or "including" are used in this Agreement, they shall be deemed followed by the words "without limitation."

5.2 Expenses. Except as otherwise provided in this Agreement, whether or not the transactions contemplated herein are consummated, each party hereto shall bear and pay its own fees, costs and expenses incident to preparing, entering into and carrying out this Agreement and to consummating the transactions contemplated hereby.

5.3 Entire Agreement. Except as otherwise expressly provided herein, this Agreement and the other documents, agreements, and instruments, executed and delivered pursuant to or in connection with this Agreement, including the August 2016 Convertible Note, contains the entire agreement among the parties hereto with respect the subject matter hereof, and such Agreement supersedes all prior arrangements or understandings with respect to the subject matter hereof, both written and oral.

5.4 Amendment and Modification. Except as otherwise expressly set forth in this Agreement, any term of this Agreement may be amended or terminated and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and the Investor. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

5.5 Survival of Representations. The representations and warranties in this Agreement and in any certificate delivered pursuant hereto shall survive the Closing.

5.6 No Assignment. None of the parties hereto may assign any of its rights or delegate any of its obligations under this Agreement to any other Person, and any such purported assignment or delegation that is made without the prior written consent of the other parties to this Agreement shall be void and of no effect.

5.7 Notices. All notices or other communications given or made pursuant to this Agreement shall be in writing and shall be (a) delivered by registered or certified mail, return receipt requested, postage prepaid, (b) by expedited mail or package delivery service guaranteeing next Business Day delivery, (or, for international deliveries, the earliest Business Day that such delivery service can guarantee delivery if so requested and paid for), or (c) delivered personally, by hand, to the persons at the addresses set forth below (or at such other address as may be provided hereunder):

10

If to Company:

Ted Sparling, President & CEO

Kingfish Holding Corporation

2641 49th Street

Sarasota, FL 34234

with a copy to:

Carlton Fields Jorden Burt, P.A.

Corporate Center Three at International Plaza

4221 West Boy Scout Blvd., Ste. 1000

Tampa, FL 33607-5780

Attn: Richard A. Denmon

Telephone: 813-229-4219

Facsimile: 813-229-4133

If to the Investor: At the address shown in the stockholder records of the Company.

Any notice or other communications to be given or that may be given pursuant to this Agreement shall be deemed to have been given: (x) three calendar days after the deposit of such notice or communication in the United States Mail, registered or certified, return receipt requested, with proper postage affixed thereto; (y) on the first Business Day after depositing such notice of communication with Federal Express, Express Mail, or other expedited mail or package delivery service guaranteeing delivery no later than the next Business Day if next Business Day delivery service has been requested and paid for (or on such Business Day as such delivery service has been requested, guaranteed, and paid for); or (z) upon delivery if hand delivered or telecopied to the appropriate address and person as provided hereinabove or to the person to whose attention the notice is to be given to the other parties in the manner hereinabove provided.

5.8 Governing Law; Jurisdiction.

(a) This Agreement shall in all respects be governed by and construed in accordance with the Laws of the State of Florida, without giving effect to the principles of conflict of Laws thereof.

11

(b) Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereunder shall be brought solely in the courts of the State of Florida located in Hillsborough County, Florida, or, if it has or can acquire jurisdiction, in the United States District Court for the Middle District of Florida (Orlando or Tampa Division), and each of the parties hereto hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and waives any objection to the venue or the convenience of forum of any such courts.

5.9 Specific Performance. Each party hereto agrees that irreparable damage would occur in the event that any of the provisions of this Agreement was not performed in accordance with its specific terms or was otherwise breached, and it is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States of any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

5.10 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.10.

5.11 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provisions shall be interpreted to be only so broad as is enforceable.

5.12 Attorney Fees. A party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party or parties for and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other party or parties by reason of enforcement and protection of its or their rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party may be entitled.

5.13 Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be deemed to constitute an original, but all of which together shall constitute one and the same instrument. A party may deliver this Agreement by transmitting a facsimile or other electronic signature of this Agreement signed by such party (via PDF, TIFF, JPEG or the like) to the other party, which facsimile or other electronic signature shall be deemed an original for all purposes.

5.14Captions. The captions contained in this Agreement are for reference purposes only and are not part of this Agreement.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

12

 IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf all as of the date first written above.

COMPANY:
KINGFISH HOLDING CORPORATION,
a Delaware corporation
By:	/s/ Ted Sparling
	Ted Sparling, President & CEO

INVESTOR:

/s/ James K. Toomey                                             

James K. Toomey

[SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT/ AUGUST 2016 CONVERTIBLE NOTE (AUGUST 10, 2016)]

13

Schedule 2.4(c)

Outstanding Notes

Note No.	Original Date of Loan	Principal Amount		Interest Rate			Conversion Rate
14	12/07/15		$20,000		3.5	%	$1.00 per share
15	03/03/16		$20,000		3.5	%	$1.00 per share

14

EXHIBIT A

THIS CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND THE SECURITIES LAWS OF ALL OTHER APPLICABLE JURISDICTIONS OR (2) THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION SHALL BE ESTABLISHED TO THE REASONABLE SATISFACTION OF THE ISSUER.

CONVERTIBLE PROMISSORY NOTE

Note No. 16	August 10, 2016
U.S. $30,000.00	Tampa, Florida

FOR VALUE RECEIVED, the undersigned KINGFISH HOLDING CORPORATION, a Delaware corporation (the "Company"), promises to pay to the order of JAMES K. TOOMEY ("Payee", and Payee and any subsequent permitted holder(s) of this convertible promissory note (the "Note") being referred to collectively as "Holder"), at Holder's address set forth below (or by wire transfer to Holder's wire address set forth below) or at such other place as Holder may designate in writing pursuant to the notice provisions below, the principal sum of THIRTY THOUSAND DOLLARS ($30,000.00) (the "Principal Amount"), together with accrued and unpaid interest thereon, said principal and interest to be due and payable as stated below.

This Note is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement (the "Purchase Agreement") dated as of August 10, 2016 by and between the Company and the Payee. Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement.

1. Interest Rate. The Company promises to pay simple interest on the outstanding principal amount of this Note from July 11, 2016 (the date that the underlying loan was originally made by the Holder to the Company) until paid in full at the fixed rate of three and one-half percent (3.5%) per annum. Interest shall be calculated on a 365-day year basis and shall be due and payable as set forth below.

2. Maturity. Unless this Note has been previously converted in accordance with the terms of Section 5 hereof, all outstanding principal and accrued and unpaid interest on this Note, plus all fees, costs and expenses then due under this Note, become fully due and payable upon demand by the Holder (the date of any such demand, the "Maturity Date").

A-1

3. Payments. No principal amount of this Note or any accrued interest on the principal balance of this Note is due or payable until the Maturity Date. All amounts payable hereunder shall be made for the account of the Holder at the address referred to in Section 8 of this Note.

4. Prepayment. The Company may not prepay this Note prior to the Maturity Date without the consent of the Holder. Following the Maturity Date, the Company may prepay any part or all of any amount payable under this Note, including principal or interest or both, at any time or times without any premium or penalty whatsoever. Any and all prepayments shall be applied first to reimbursement of Holder for any costs or expenses incurred by Holder to enforce or collect amounts owed hereunder, then to repayment of any accrued and unpaid interest hereunder, and then to principal outstanding hereunder.

5. Optional Conversion of Note.

(a) Optional Conversion Rights. The outstanding principal balance of this Note shall be convertible, in whole or in part, at the option of the Holder at any time prior to the Maturity Date, into shares of common stock, par value $0.0001 per share, of the Company ("Common Stock"), at the then-Conversion Price (as defined in Section 5(e) below) (the "Optional Conversion Right"). To the extent that the Holder decides to exercise his or her Optional Conversion Right, then any unpaid interest on this Note shall be converted into Common Stock on the same terms as the principal of the Note.

(b) Exercise of Optional Conversion Right. The Optional Conversion Right may be exercised by the Holder, in whole but not in part, at any time, and from time to time prior to the Maturity Date, by the surrender and presentment of this Note accompanied by a duly executed Notice of Exercise in the form attached hereto (the "Exercise Notice"), presented to the Company, at its principal office or at such other place as the Company may designate by notice in writing to the Holder.

(c) Issuance of Certificates. As soon as practicable after full or partial conversion of this Convertible Note, the Company at its expense (including, without limitation, the payment by it of all taxes and governmental charges applicable to such conversion and issuance of Common Stock) shall cause to be issued to the Holder a certificate representing the total number of shares of Common Stock for which this Convertible Note is being converted (the "Conversion Shares"). This Convertible Note shall be deemed to have been converted, and the Conversion Shares acquired thereby shall be deemed issued, and the Holder shall be deemed to have become holders of record of such Conversion Shares, for all purposes, as of the close of business on the date that this Convertible Note and the duly executed and completed Conversion Notice, has been presented and surrendered to the Company in accordance with the provisions of Section 5(b) hereof, notwithstanding that the transfer books of the Company may then be closed.

(d) Covenants of Company. The Company shall take all action as may be necessary to assure that such Conversion Shares (and any other securities and property) may be issued and delivered as provided herein without violation of the Company's Certificate of Incorporation of bylaws, any applicable law or regulation, or any requirements of any domestic securities exchange or inter dealer quotation system upon which the Common Stock may be listed.

A-2

(e) Definitions. For purposes of this Note:

 (i) The term "Conversion Price" shall be equal to the quotient of the Principal Amount plus all accrued and unpaid interest under this Note as of the date of such calculation divided by the Per Share Value.

 (ii) The "Per Share Value" shall be $1.00 per share of Common Stock, subject to adjustment as provided in Section 5(f) hereof.

 (ii) The term "Sale of the Company" shall mean (A) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the shareholders of the Company immediately prior to such consolidation, merger or reorganization, continue to hold at least a majority of the voting power of the surviving entity in substantially the same proportions (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; (B) any transaction or series of related transactions to which the Company is a party in which in excess of 50% of the Company's voting power is transferred; provided, however, that a Sale of the Company shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or any successor or indebtedness of the Company is cancelled or converted or a combination thereof; or (C) a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company.

(f) Anti-Dilution Provisions. The number and kind of securities and other property that may be acquired upon the conversion of this Note and the Conversion Price shall be subject to adjustment, from time to time, upon the happening of any of the following events:

(i) In the event that the Company shall declare, pay, or make any dividend upon its outstanding shares of Common Stock payable in Common Stock or shall effect a subdivision of the outstanding Common Stock into a greater number of shares of Common Stock, then the number of Conversion Shares that may thereafter be purchased upon the exercise of the rights represented hereby shall be increased in proportion to the increase in the number of outstanding shares of Common Stock through such dividend or subdivision, and the Per Share Value shall be decreased in such proportion. In case the Company shall at any time combine the outstanding shares of Common Stock into a smaller number of shares of Common Stock, the number of Conversion Shares that may thereafter be acquired upon the exercise of the rights represented hereby shall be decreased in proportion to the decrease through such combination and the Per Share Value shall be increased in such proportion.

(ii) In the event that the Company declares, pays, or makes any dividend or other distribution upon its outstanding shares of Common Stock payable in securities or other property (excluding cash dividends and dividends payable in shares of Common Stock, but including, without limitation, shares of any other class of the Company's stock or other securities convertible into or exchangeable for shares of Common Stock or any other class of the Company's stock or other interests in the Company or its assets), a proportionate part of those securities or that other property shall be set aside by the Company and delivered to the Holder in the event that the Holder exercises his Optional Conversion Right with respect to this Note. The securities and other property then deliverable to the Holder upon the conversion of this Note shall be in the same ratio to the total securities and property set aside for the Holder as the number of Conversion Shares with respect to which this Note is then converted is to the total number of Conversion Shares that may be acquired pursuant to this Note at the time the securities or property were set aside for the Holder.

A-3

(g) Per Share Value Adjustments. Except as otherwise provided in this Section 5, upon any adjustment of the Per Share Value, the Holder shall be entitled to purchase, based upon the new Per Share Value, the number of shares of Common Stock, calculated to the nearest full share, obtained by: (i) multiplying the (A) number of Conversion Shares that may be acquired pursuant to this Note immediately prior to the adjustment of the Per Share Value by (B) the Per Share Value in effect immediately prior to its adjustment, and (ii) dividing the product so obtained in clause (i) by the new Per Share Value.

(h) Prior Notice of a Sale of the Company. Notwithstanding any provision of this Note to the contrary, in the event that the Company consummates a Sale of the Company prior to the conversion or repayment in full of this Note, the Company will give the Holder at least five days prior written notice of the anticipated closing date of such Sale of the Company.

6. Expenses. In the event of any failure of the Company to pay all amounts due upon a demand made pursuant to Section 2 of this Note, the Company shall pay all reasonable attorneys' fees and court costs incurred by Holder in enforcing and collecting this Note.

7. Waiver. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

8. Notices. Any notice or other communications to be given or that may be given pursuant to this Note shall be deemed to have been given: (x) three (3) calendar days after the deposit of such notice or communication in the United States Mail, registered or certified, return receipt requested, with proper postage affixed thereto; (y) on the first Business Day after depositing such notice of communication with Federal Express, Express Mail, or other expedited mail or package delivery service guaranteeing delivery no later than the next Business Day if next Business Day delivery service has been requested and paid for (or on such subsequent Business Day as such delivery service has been requested, guaranteed and paid for); or (z) upon delivery if hand delivered or telecopied to the appropriate address and person as provided on the signature page to the Purchase Agreement or to the person to whose attention the notice is to be given to the other parties in the manner hereinabove provided; provided, however, that any notice changing Holder's address or wire address shall be effective only upon receipt by the Company.

9. Governing Law.

(a) This Note shall in all respects be governed by and construed in accordance with the laws of the State of Florida, without giving effect to the principles of conflict of laws thereof.

(b) Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereunder shall be brought solely in the courts of the State of Florida located in Hillsborough County, Florida, or, if it has or can acquire jurisdiction, in the United States District Court for the Middle District of Florida (Orlando or Tampa Division), and each of the parties hereto hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and waives any objection to the venue or the convenience of forum of any such courts.

10. Modification; Waiver. No amendment, modification, forbearance or waiver of any provision of this Note, and no consent with respect to any departure by the Company therefrom, shall be effective unless the same shall be in writing and signed by the Holder and the Company.

A-4

11. Assignment. Neither the Company nor the Holder may assign or transfer this Note without the prior written consent of the other party (not to be unreasonably withheld) provided that, in no event shall this Note or any interest herein be transferable, in whole or in part, to any person or entity under circumstances that would be reasonably likely to violate or trigger a consent or other approval requirement under applicable laws, including but not limited to U.S. securities laws, the Foreign Corrupt Practices Act, FINSA, laws restricting money transfers and payments to persons or entities located in certain restricted countries, foreign nationals identified on any restricted list, and associated regulations as in existence at the time, and the laws and regulations of any other country. Any such written notice shall set forth in reasonable detail the identity of the new Holder(s) and the terms of transfer of this Note (including a release by the applicable Holder of any right to receive any payments hereunder) and the Company shall be obligated to register the transfer of this Note and make payments to any Holder hereunder only if the Company determines such transfer or payment is not restricted or prohibited by any such laws (and the due date of any such payment shall be extended by the length of time that any such legal restriction or prohibition exists). This Note shall inure to the benefit of Holder, its successors and assigns, and to any person to whom Holder may grant an interest in any of the indebtedness evidenced hereby in compliance with the foregoing restrictions, and shall be binding upon the Company and its successors and assigns. No person or entity not a direct party hereto shall be entitled to enforce any rights or obligations hereunder as a third party beneficiary or otherwise.

12. Waiver of Jury Trial. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.

13. Time of Essence. Time is of the essence of the payment and performance of this Note.

14. Miscellaneous. The Company and Holder have participated jointly in the negotiation and drafting of this Note. In the event an ambiguity or question of intent or interpretation arises, this Note shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Note. No delay by Holder in enforcing its rights hereunder or otherwise, shall prejudice Holder's rights to enforce this Note. Neither Party to this Note will be liable to the other for any failure or delay in performance under this Note due to circumstances beyond its reasonable control including, without limitation, Acts of God, labor disruption, war, terrorist threat or government action, or lack of availability of wire transfer systems or other international or national systems; provided, that if either party is unable to perform its obligations under this Note for one of these reasons it shall give prompt written notice thereof to the other party and the time for performance, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing performance.

15. Agreement by Holder. By its acceptance of this Note, Holder agrees to be bound by the terms hereof.

16. Documentary Stamp Taxes. All required Florida documentary stamp taxes due in connection with this Note have been paid.

[Signature Page Follows]

A-5

KINGFISH HOLDING CORPORATION,

a Delaware corporation

By:

Name:

Title:

HOLDER:

__________________________________

James K. Toomey                      

[SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE NO. 16 OF KINGFISH HOLDING CORPORATION]

A-6

NOTICE OF EXERCISE

(To be executed by the Holder desiring to exercise the right to convert this Note into shares of common stock, par value $0.0001 per share, of the Company ("Common Stock") of KINGFISH HOLDING CORPORATION, a Delaware corporation)

The undersigned Holder of a Convertible Promissory Note (Note No. 16) hereby elects to exercise his or her Optional Conversion Right, pursuant to the provisions of the Note dated August 10, 2016 issued to the Holder by Kingfish Holding Corporation, a Delaware corporation, to receive that number of shares of Common Stock into which the outstanding principal amount of, and accrued and unpaid interest on, this Note is convertible at the Conversion Price at the address set forth below.

Dated: ________________, _______ 

Printed Name:

Signature:

Address:

(Signature must conform in all respects to the name of holder as specified on the face of this Note.)

A-7

EX-31.1

EXHIBIT 31.1

Chief Executive Officer Certification

Pursuant To Section 302 of

the Sarbanes-Oxley Act of 2002

I, Ted Sparling, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Kingfish Holding Corporation (formerly Kesselring Holding Corporation) for the quarter ended June 30, 2016;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 11, 2016	By:	/s/ Ted Sparling
		Ted Sparling
		Chief Executive Officer
		(Principal Executive Officer)

 

EX-31.2

EXHIBIT 31.2

Chief Financial Officer Certification

Pursuant To Section 302 of 

the Sarbanes-Oxley Act of 2002

I, James LaManna, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Kingfish Holding Corporation (formerly Kesselring Holding Corporation) for the quarter ended June 30, 2016;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 11, 2016	By:	/s/ James LaManna
		James LaManna
		Chief Financial Officer
		(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

Certification of the Chief Executive Officer Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Kingfish Holding Corporation (formerly Kesselring Holding Corporation) (the "Company") on Form 10-Q for the quarterly period ending June 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ted Sparling, as Chief Executive Officer of the Company, hereby certifies pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge,that:

(1)	The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the dates and the periods covered by the Report.

A signed original of this written statement has been provided to Kingfish Holding Corporation and will be retained by Kingfish Holding Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

Date: August 11, 2016	By:	/s/ Ted Sparling
		Ted Sparling
		Chief Executive Officer
		(Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

Certification of the Chief Financial Officer Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Kingfish Holding Corporation (formerly Kesselring Holding Corporation) (the "Company") on Form 10-Q for the quarterly period ending June 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James LaManna, as Chief Financial Officer of the Company, hereby certifies pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge,that:

(1)	The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the dates and the periods covered by the Report.

A signed original of this written statement has been provided to Kingfish Holding Corporation and will be retained by Kingfish Holding Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

Date: August 11, 2016	By:	/s/ James LaManna
		James LaManna
		Chief Financial Officer
		(Principal Financial Officer)

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Document and Entity Information - shares	9 Months Ended
	Jun. 30, 2016	Aug. 09, 2016
Document And Entity Information
Entity Registrant Name	Kingfish Holding Corporation
Entity Central Index Key	0001374881
Document Type	10-Q
Document Period End Date	Jun. 30, 2016
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		120,957,933
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2016

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BALANCE SHEETS - USD ($)	Jun. 30, 2016	Sep. 30, 2015
Current assets:
Cash	$ 4,483	$ 9,373
Total Assets	4,483	9,373
Current liabilities:
Accounts payable	132,620	81,667
Total Current Liabilities	132,620	81,667
Long Term Liabilities:
Convertible notes payable to related party	40,000	230,000
Rescission liability	20,000	20,000
Total Long Term Liabilities	60,000	250,000
Total Liabilities	192,620	331,667
Stockholders' Deficit:
Common stock, par $0.0001, 200,000,000 shares authorized, 120,957,933 and 116,712,987 shares issued and outstanding at June 30, 2016 and September 30, 2015, respectively	12,095	11,672
Paid in capital	4,368,722	4,129,945
Retained deficit	(4,548,954)	(4,443,911)
Rescission liability	(20,000)	(20,000)
Total Stockholders' Deficit	(188,137)	(322,294)
Total Liabilities and Stockholders' Deficit	$ 4,483	$ 9,373

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BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2016	Sep. 30, 2015
Stockholders' Deficit:
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, issued shares	120,957,933	116,712,987
Common stock, shares outstanding	120,957,933	116,712,987

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STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Expenses:
Office supplies			$ 59	$ 30
Postage				88
Professional fees	33,009	17,365	95,003	132,126
Stock based compensation			9,200
Taxes and licenses		150	363	1,148
General and Administrative Expenses	33,009	17,515	104,625	133,392
Other (Expenses) Income:
Interest expense	(418)		(418)
Gain on extinguishment of debt				24,435
Total Other (Expenses) Income	(418)		(418)	24,435
Net Loss Before Income Taxes	(33,427)	(17,515)	(105,043)	(108,957)
Provision for income taxes
Net Loss	$ (33,427)	$ (17,515)	$ (105,043)	$ (108,957)
Basic and diluted net loss per share	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Basic and diluted weighted average common shares outstanding	120,957,933	116,712,987	119,774,692	116,712,987

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STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	9 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Cash Flows From Operating Activities:
Net loss	$ (105,043)	$ (108,957)
Adjustments to reconcile net loss to net cash used by operations:
Gain on extinguishment of debt		(24,435)
Stock based compensation	9,200
Changes in operating assets and liabilities:
Prepaid expenses		10,000
Accounts payable and accrued expenses	50,953	(4,467)
Net Cash flows used by operating activities	(44,890)	(127,859)
Cash Flows From Financing Activities:
Proceeds from convertible notes payable to related party	40,000	120,000
Net Cash flows from financing activities	40,000	120,000
Net Increase in Cash	(4,890)	(7,859)
Cash at the beginning of year	9,373	13,377
Cash at the end of the year	4,483	5,518
Non-cash Transaction Disclosures:
Common stock issued upon conversion of convertible debt	$ 230,000

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Business

9 Months Ended

Jun. 30, 2016

Notes to Financial Statements

1. Business

Our Business:

Kingfish Holding Corporation (the “Company”) was incorporated in the State of Delaware on April 11, 2006 as Offline Consulting, Inc. It became Kesselring Holding Corporation on June 8, 2007 and on November 25, 2014 it changed its name to Kingfish Holding Corporation. The Company was engaged in (i) restoration services, principally to commercial property owners, (ii) the manufacture and sale of cabinetry and remodeling products, principally to contractors and (iii) multifamily and commercial remodeling and building services on customer owned properties.

The Companydiscontinuedoperationsin2009,soldits'lastsubsidiaryinMay2010andeffectedachange inmanagementandcontrolat thesame time. As part of this transition,oldmanagement took possessionof themajorityof theaccounting andcorporate records. On September16, 2011, the Company terminatedthe registration ofits commonstock under Section 12,andsuspended its reporting obligations under section 15(d), of theSecurities Exchange Act of 1934 (The “Exchange Act”). The Company's last annual report made prior tosuchtermination of registration was its Form 10-KSB for the year ended September30, 2008 was filed with the Securities andExchange Commission(SEC) on December 29, 2008 andthe Company'slast quarterly reportmade prior tosuch termination of registration was itsForm 10-Qfor theperiod endedJune 30, 2009 was filed with theSEC onAugust 19, 2009.

On December 17, 2014, the Company reactivated its suspended reporting obligations under Section 15(d) of the Exchange Act by filing a Form 10-K for the fiscal year ended September 30, 2013 and Forms 10-Q for the quarters ended December 31, 2013, March 31, 2014 and June 30, 2014. The Company's activities are subject to significant risks and uncertainties, including failing to secure additional funding to reorganize and finding a suitable candidate to participate in its renewable energy initiatives.

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Summary of Significant Accounting Policies

9 Months Ended

Jun. 30, 2016

Notes to Financial Statements

2. Summary of Significant Accounting Policies

Basis of presentation:

The accompanying financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and reflect all adjustments, consisting solely of normal recurring adjustments, needed to fairly present the financial results for these periods. The financial statements and notes are presented as permitted by Form 10-Q. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance U.S. GAAP have been omitted.

The accompanying financial statements should be read in conjunction with the financial statements for the fiscal years ended September 30, 2015 and 2014 and notes thereto in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2015. Operating results for the three and nine months ended June 30, 2016 and 2015 are not necessarily indicative of the results that may be expected for the entire year. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of (a) the results of operations for the three and nine month periods ended June 30, 2016 and 2015, (b) the financial position at June 30, 2016, and (c) cash flows for the nine month periods ended June 30, 2016 and 2015, have been made.

The preparation of financial statements in accordance with Accounting Principles Generally Accepted in the United States of America contemplates that the Company will continue as a going concern, for a reasonable period. As reflected in the Company's financial statements, the Company has a retained deficit of $4,548,954 on June 30, 2016. The Company used cash of ($44,890) and ($127,859) in operating activities during the nine months ended June 30, 2016 and 2015, respectively. The Company has a working capital deficiency of ($128,137) at June 30, 2016 that is insufficient in managements' view to sustain current levels of operations for a reasonable period without additional financing. These trends and conditions continue to raise substantial doubt surrounding the Company's ability to continue as a going concern for a reasonable period. Ultimately, the Company's ability to continue as a going concern is dependent upon management's ability to continue to curtail current operating expense and obtain additional financing to augment working capital requirements and support acquisition plans. There can be no assurance that management will be successful in achieving these objectives or obtain financing under terms and conditions that are suitable. The accompanying financial statements do not include any adjustments associated with these uncertainties.

Use of estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets, if any at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Cash:

Cash is maintained at a financial institution and, at times, balance may exceed federally insured limits. We have never experienced any losses related to the balance. Currently, the FDIC provides insurance coverage up to $250,000 per depositor at each financial institution and our cash balance did not exceed such coverage at June 30, 2016 and September 30, 2015, respectively.

For purpose our statements of cash flows, the Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash.

Income Taxes:

Deferred taxes are provided on the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Future tax benefits for net operating loss carry forwards are recognized to the extent that realization of these benefits is considered more likely than not. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company follows the provisions of FASB ASC 740-10 "Uncertainty in Income Taxes" (ASC 740-10). A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there are no unrecognized benefits for all periods presented. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefit in interest expense and penalties in operating expenses.

Stock for service:

The Company periodically issues common stock to employees for services.  Costs of these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.  The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete.

Net income (loss) per share:

Basic income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of outstanding common shares during the period of computation. Diluted loss per share gives effect to potentially dilutive common shares outstanding. The Company gives effect to these dilutive securities using the Treasury Stock Method. Potentially dilutive securities include convertible financial instruments. The Company gives effect to these dilutive securities using the If-Converted-Method. At June 30, 2016, convertible notes payable to related party of $40,000 can potentially convert into 40,000 shares of common stock. As a result of the losses for all periods presented, basic and diluted shares are the same.  Inclusion of any dilutive common shares would be antidilutive for these periods as the Company had losses for the periods presented.

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Convertible Notes Payable to Related Party

9 Months Ended

Jun. 30, 2016

Notes to Financial Statements

3. Convertible Notes Payable to Related Party

On October 21, 2013, Mr. James K. Toomey, a director of the Company ("Mr. Toomey") advanced a loan to the Company in the amount of $10,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $10,000. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 1, 2015 or 30 calendar days after the recommencement of the public company status as defined in the note agreement. The outstanding principle balance of the note was convertible into the Company's shares of common stock at the conversion price of $0.01 per share.

On November 13, 2013, Mr. Toomey advanced a loan to the Company in the amount of $10,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $10,000. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 1, 2015 or 30 calendar days after the recommencement of the public company status as defined in the note agreement. The outstanding principle balance of the note was convertible into the Company's shares of common stock at the conversion price of $0.01 per share.

On January 13, 2014, Mr. Toomey advanced a loan to the Company in the amount of $10,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $10,000. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 1, 2015 or 30 calendar days after the recommencement of the public company status as defined in the note agreement. The outstanding principle balance of the note was convertible into the Company's shares of common stock at the conversion price of $0.01 per share.

On April 24, 2014, Mr. Toomey advanced a loan to the Company in the amount of $20,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $20,000. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 1, 2015 or 30 calendar days after the recommencement of the public company status as defined in the note agreement. The outstanding principle balance of the note was convertible into the Company's shares of common stock at the conversion price of $0.01 per share.

On May 22, 2014, Mr. Toomey advanced a loan to the Company in the amount of $20,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $20,000. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 1, 2015 or 30 calendar days after the recommencement of the public company status as defined in the note agreement. The outstanding principle balance of the note was convertible into the Company's shares of common stock at the conversion price of $0.01 per share.

On September 17, 2014, Mr. Toomey advanced a loan to the Company in the amount of $20,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $20,000. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 1, 2015 or 30 calendar days after the recommencement of public company status as defined in the note agreement. The outstanding principle balance of the note was convertible into the Company's shares of common stock at the conversion price of $0.01 per share.

On December 19, 2014, Mr. Toomey advanced a loan to the Company in the amount of $60,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $60,000. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 1, 2015 or 30 calendar days after the recommencement of public company status as defined in the note agreement. The outstanding principle balance of the note was convertible into the Company's shares of common stock at a fixed price of $.01 per share.

On March 5, 2015, Mr. Toomey advanced a loan to the Company in the amount of $20,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $20,000. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 1, 2015 or 30 calendar days after the recommencement of the public company status as defined in the note agreement. The outstanding principle balance of the note was convertible into the Company's shares of common stock at the conversion price of $0.01 per share.

On March 16, 2015, Mr. Toomey advanced a loan to the Company in the amount of 40,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $40,000. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 1, 2015 or 30 calendar days after the recommencement of the public company status as defined in the note agreement. The outstanding principle balance of the note was convertible into the Company's shares of common stock at the conversion price of $0.01 per share.

On September 8, 2015, Mr. Toomey advanced a loan to the Company in the amount of $20,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $20,000. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the director. The outstanding principle balance of the note was convertible into the Company's shares of common stock at the conversion price of $1.00 per share (subject to anti-dilution adjustments).

On December 7, 2015, Mr. Toomey advanced a loan to the Company in the amount of $20,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $20,000 (the "December 2015 Promissory Note"). The December 2015 Promissory Note bears fixed interest rate of 3.5% per annum, payable from the date of the actual loan. The principal and accrued interest on the December 2015 Promissory Note is convertible into the common stock of the Company by Mr. Toomey. The December 2015 Promissory Note is immediately exercisable and its conversion rate is a fixed at a price equal to $1.00 per share (subject to anti-dilution adjustments).

On December 15, 2015 the Board of Directors approved an amendment to certain of the Convertible Promissory Note Purchase Agreements and the notes issued thereunder to change the conversion price from $.01 per share to $1.00 per share, thereby resulting in all outstanding notes being convertible at $1.00 per share. Effective as of December 31, 2015, $230,000 in principal amount of the outstanding convertible notes payable to related party were converted, at a rate of $1.00 per share, and resulted in the issuance of 244,946 shares of common stock, which was inclusive of the accrued interest on such notes.

On March 3, 2016, Mr. Toomey advanced a loan to the Company in the amount of $20,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $20,000 (the "May 2016 Promissory Note"). The May 2016 Promissory Note bears fixed interest at 3.5% per annum, payable on demand from the date of the actual loan. The principal and accrued interest on the May 2016 Promissory Note is convertible into the common stock of the Company by Mr. Toomey. The May 2016 Promissory Note is immediately exercisable and its conversion rate is a fixed at a price equal to $1.00 per share (subject to anti-dilution adjustments).

Following the conversions discussed above, the only remaining outstanding convertible notes payable are the December 2015 Promissory Note, the May 2016 Promissory Note, and the August 2016 Promissory Note (see Note 8).

Based on the Company's stock price at the respective commitments dates, the Company determined that the above convertible notes did not have a beneficial conversion feature to the note holder.

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Common Stock Issued for Services, Related Party

9 Months Ended

Jun. 30, 2016

Notes to Financial Statements

4. Common Stock Issued for Services, Related Party

On December 15, 2015, the Board of Directors approved the issuance of 2 million shares of the Company’s common stock to each of the two directors, for an aggregate of 4 million shares, as compensation for services provided to Company over the past two years.  The Company recorded stock based compensation at the fair market value of the common stock on the commitment date of approximately $9,200 in the quarter ended December 31, 2015.

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Preferred Stock

9 Months Ended

Jun. 30, 2016

Notes to Financial Statements

5. Preferred Stock

The Company is authorized to issue up to 20,000,000 shares of Preferred Stock with designations, rights and preferences determined from time to time by our Board of Directors. Accordingly, our Board of Directors is empowered, without shareholder approval, to issue Preferred Stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of our Common Stock. The terms of the preferred stock have not been approved. As of June 30, 2016 and September 30, 2015, there was no Preferred Stock issued and outstanding, respectively.

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Rescission Liability

9 Months Ended

Jun. 30, 2016

Notes to Financial Statements

6. Rescission Liability

On November 20, 2009, the Company issued 2,000,000 shares of its common stock to pay for services valued at $20,000. The issuance of these shares was declared invalid by the court since they were issued by prior management who did not have the authority to do so since they were validly removed on November 16, 2009. These shares remained outstanding at June 30, 2016 and will be returned to the Company’s transfer agent upon locating the holder of these shares.

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Recent Accounting Pronouncement

9 Months Ended

Jun. 30, 2016

Notes to Financial Statements

7. Recent Accounting Pronouncement

Recent pronouncements issued by the Accounting Standards Board (“FASB”), the American Institute of Certified Public Accountants (“AICPA”) and the United States Securities and Exchange Commission (“SEC”) did not have a material impact on the Company’s present or future financial statements.

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Subsequent Events

9 Months Ended

Jun. 30, 2016

Notes to Financial Statements

8. Subsequent Events

Management has evaluated subsequent events and their potential effects on the Financial statements through the filing date of the Form 10-Q.

On July 11, 2016, Mr. Toomey advanced the Company $30,000. The funds advanced to the Company on July 11, 2016 were acknowledged and formalized by the parties pursuant to a Convertible Promissory Note Purchase Agreement, effective as of August 10, 2016 (the “August 2016 Note Agreement”), by and between the Company and Mr. Toomey, and the issuance of a convertible promissory note in favor of Mr. Toomey in aggregate principal amount of $30,000 bearing interest at a fixed rate of 3.5% per annum, payable from July 11, 2016, the date that the actual loan was provided to the Company (the“August 2016 Promissory Note”). The August 2016 Promissory Note is convertible into shares of our common stock by Mr. Toomey at a fixed conversion price equal to $1.00 per share (subject to anti-dilution adjustments).

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Jun. 30, 2016

Summary Of Significant Accounting Policies Policies

Basis of presentation

The accompanying financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and reflect all adjustments, consisting solely of normal recurring adjustments, needed to fairly present the financial results for these periods. The financial statements and notes are presented as permitted by Form 10-Q. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance U.S. GAAP have been omitted.

The accompanying financial statements should be read in conjunction with the financial statements for the fiscal years ended September 30, 2015 and 2014 and notes thereto in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2015. Operating results for the three and nine months ended June 30, 2016 and 2015 are not necessarily indicative of the results that may be expected for the entire year. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of (a) the results of operations for the three and nine month periods ended June 30, 2016 and 2015, (b) the financial position at June 30, 2016, and (c) cash flows for the nine month periods ended June 30, 2016 and 2015, have been made.

The preparation of financial statements in accordance with Accounting Principles Generally Accepted in the United States of America contemplates that the Company will continue as a going concern, for a reasonable period. As reflected in the Company's financial statements, the Company has a retained deficit of $4,548,954 on June 30, 2016. The Company used cash of ($44,890) and ($127,859) in operating activities during the nine months ended June 30, 2016 and 2015, respectively. The Company has a working capital deficiency of ($128,137) at June 30, 2016 that is insufficient in managements' view to sustain current levels of operations for a reasonable period without additional financing. These trends and conditions continue to raise substantial doubt surrounding the Company's ability to continue as a going concern for a reasonable period. Ultimately, the Company's ability to continue as a going concern is dependent upon management's ability to continue to curtail current operating expense and obtain additional financing to augment working capital requirements and support acquisition plans. There can be no assurance that management will be successful in achieving these objectives or obtain financing under terms and conditions that are suitable. The accompanying financial statements do not include any adjustments associated with these uncertainties.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets, if any at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Cash

Cash is maintained at a financial institution and, at times, balance may exceed federally insured limits. We have never experienced any losses related to the balance. Currently, the FDIC provides insurance coverage up to $250,000 per depositor at each financial institution and our cash balance did not exceed such coverage at June 30, 2016 and September 30, 2015, respectively.

For purpose our statements of cash flows, the Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash.

Income Taxes

Deferred taxes are provided on the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Future tax benefits for net operating loss carry forwards are recognized to the extent that realization of these benefits is considered more likely than not. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company follows the provisions of FASB ASC 740-10 "Uncertainty in Income Taxes" (ASC 740-10). A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there are no unrecognized benefits for all periods presented. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefit in interest expense and penalties in operating expenses.

Stock for service

The Company periodically issues common stock to employees for services. Costs of these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty’s performance is complete.

Net income (loss) per share

Basic income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of outstanding common shares during the period of computation. Diluted loss per share gives effect to potentially dilutive common shares outstanding. The Company gives effect to these dilutive securities using the Treasury Stock Method. Potentially dilutive securities include convertible financial instruments. The Company gives effect to these dilutive securities using the If-Converted-Method. At June 30, 2016, convertible notes payable to related party of $40,000 can potentially convert into 40,000 shares of common stock. As a result of the losses for all periods presented, basic and diluted shares are the same. Inclusion of any dilutive common shares would be antidilutive for these periods as the Company had losses for the periods presented.

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Summary of Significant Accounting Policies (Details Narrative) - USD ($)	9 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Sep. 30, 2015
Summary Of Significant Accounting Policies Details Narrative
Retained deficit	$ (4,548,954)		$ (4,443,911)
Cash used in operating activities	(44,890)	$ (127,859)
Working capital deficiency	(128,137)
Insurance coverage per depositor	250,000
Convertible notes payable related party	$ 40,000		$ 230,000
Issuance of convertible common stock	40,000