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, 20162021
¨ ☐ 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) |
|
(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)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
None |
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.filer, a smaller reporting, or an emerging growth company. See definition of "accelerated filer" and "large accelerated filer"filer," "accelerated filer," "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):Act:
Large Accelerated Filer: |
| Non-Accelerated Filer: | ☐ |
Accelerated Filer: |
| ||
|
| Smaller Reporting |
|
Emerging Growth Company: | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes x No ¨☒ No☐
As of August 9, 2016,13, 2021, the number of issued and outstanding shares of common stockshares of the registrant was 120,957,933.120,942,987.
KINGFISH HOLDING CORPORATION
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Balance Sheets – June 30, | 4 |
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Statements of Cash Flows (Unaudited) for the Nine Months Ended June 30, | 6 |
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7 | |||||
8 |
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Management's Discussion and Analysis of Financial Condition and Results of Operations | 13 |
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2 |
EXPLANATORY NOTE
Kingfish Holding Corporation is filing this Annual Report on Form 10-Q for the fiscal quarter ended on June 30, 2021 (this "Form 10-Q") as part of its effort to become current in its filing obligations under the Securities Exchange Act of 1934 (the "Exchange Act"). We have been delinquent in our filings with the Securities and Exchange Commission (the "Commission") since the filing of our quarterly report on Form 10-Q for the quarter ended June 30, 2016. This Form 10-Q is being filed with all of our delinquent reports on Forms 10-K that we were required to file with the Commission since June 30, 2016.
This Form 10-Q provides disclosures relating to the fiscal quarter ended on June 30, 2021, and includes information as of the filing date of this Form 10-Q in the Section "Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Recent Business Activities" and elsewhere as appropriate. However, any exhibits relating to matters occurring after the fiscal quarter ended on June 30, 2021 will be included in the reports in which they would otherwise have been furnished if such report had been timely filed with the Commission by Kingfish Holding Corporation.
3 |
Table of Contents |
PART I - FINANCIAL INFORMATION
KINGFISH HOLDING CORPORATION
JUNE 30, 2016 AND SEPTEMBER 30, 2015
KINGFISH HOLDING CORPORATION | |||
BALANCE SHEETS JUNE 30, 2021 AND SEPTEMBER 30, 2020 |
|
| 06/30/16 |
|
| 09/30/15 |
|
| 6//30/21 |
| 9/30/20 |
| |||||
|
| (unaudited) |
|
|
|
| (UNAUDITED) |
|
|
|
| |||||
ASSETS | ASSETS |
| ASSETS |
| ||||||||||||
|
|
|
|
|
| |||||||||||
Current assets: |
|
|
|
|
|
|
|
|
|
| ||||||
Cash |
| $ | 4,483 |
|
| $ | 9,373 |
|
| $ | 75,846 |
|
| $ | 3,054 |
|
|
|
|
|
|
| |||||||||||
Total Assets |
| $ | 4,483 |
|
| $ | 9,373 |
|
| $ | 75,846 |
|
| $ | 3,054 |
|
|
|
|
|
|
|
|
|
|
|
| ||||||
LIABILITIES AND STOCKHOLDERS' DEFICIT | LIABILITIES AND STOCKHOLDERS' DEFICIT | LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||||||||
|
|
|
|
|
| |||||||||||
Current liabilities: |
|
|
|
|
|
|
|
|
|
| ||||||
Accounts payable |
| $ | 132,620 |
|
| $ | 81,667 |
|
| $ | 109,512 |
|
| $ | 109,512 |
|
Accrued interest payable |
| 18,884 |
| 13,910 |
| |||||||||||
Advances from related party |
| 130,000 |
| 5,000 |
| |||||||||||
Convertible notes payable to related party |
|
| 90,020 |
|
|
| 90,020 |
| ||||||||
Total Current Liabilities |
| 132,620 |
| 81,667 |
|
|
| 348,416 |
|
|
| 218,442 |
| |||
|
|
|
|
|
|
|
|
|
|
| ||||||
Long Term Liabilities: |
|
|
|
|
| |||||||||||
Convertible notes payable to related party |
| 40,000 |
| 230,000 |
| |||||||||||
Long term liabilities: |
|
|
|
|
| |||||||||||
Rescission liability |
|
| 20,000 |
|
|
| 20,000 |
|
|
| 20,000 |
|
|
| 20,000 |
|
Total Long Term Liabilities |
|
| 60,000 |
|
|
| 250,000 |
|
|
| 20,000 |
|
|
| 20,000 |
|
|
|
|
|
|
| |||||||||||
Total Liabilities |
|
| 192,620 |
|
|
| 331,667 |
|
|
| 368,416 |
|
|
| 238,442 |
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Stockholders' Deficit: |
|
|
|
|
| |||||||||||
Common stock, par $0.0001, 200,000,000 shares authorized, 120,957,933 and |
| 12,095 |
| 11,672 |
| |||||||||||
Commitments and contingencies (Note 9) |
|
|
|
|
| |||||||||||
|
|
|
|
|
| |||||||||||
Stockholders' deficit: |
|
|
|
|
| |||||||||||
Preferred stock, par $0.0001, 20,000,000 shares |
|
|
|
|
| |||||||||||
authorized, 0 shares issued and outstanding at June 30, 2021 and September 30, 2020 |
| 0 |
| 0 |
| |||||||||||
Common stock, par $0.0001, 200,000,000 shares |
|
|
|
|
| |||||||||||
authorized, 120,942,987 shares issued and outstanding at June 30, 2021 and September 30, 2020 |
| 12,094 |
| 12,094 |
| |||||||||||
Paid in capital |
| 4,368,722 |
| 4,129,945 |
|
| 4,378,213 |
| 4,378,213 |
| ||||||
Retained deficit |
| (4,548,954 | ) |
| (4,443,911 | ) | ||||||||||
Accumulated deficit |
| (4,662,877 | ) |
| (4,605,695 | ) | ||||||||||
Rescission liability |
|
| (20,000 | ) |
|
| (20,000 | ) |
|
| (20,000 | ) |
|
| (20,000 | ) |
|
|
| (188,137 | ) |
|
| (322,294 | ) | ||||||||
|
|
|
|
|
| |||||||||||
Total stockholders' deficit |
|
| (292,570 | ) |
|
| (235,388 | ) | ||||||||
Total Liabilities and Stockholders' Deficit |
| $ | 4,483 |
|
| $ | 9,373 |
|
| $ | 75,846 |
|
| $ | 3,054 |
|
The accompanying notes are an integral part of thesethe financial statements.
KINGFISH HOLDING CORPORATION |
STATEMENTS OF OPERATIONS - UNAUDITED |
FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2021 AND 2020 |
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 Postage Professional fees Stock based compensation Taxes and licenses General and Administrative Expenses Other (Expenses) Income: Interest expense Gain on exstinguishment of debt Total Other (Expenses) Income Net Loss Before Income Taxes Provision for income taxes Net Loss Basic and diluted net loss per share Basic and diluted weighted average common shares outstanding $ - $ - $ 59 $ 30 - - - 88 33,009 17,365 95,003 132,126 - - 9,200 - - 150 363 1,148 33,009 17,515 104,625 133,392 (418 ) - (418 ) - - - - 24,435 (418 ) - (418 ) 24,435 (33,427 ) (17,515 ) (105,043 ) (108,957 ) - - - - $ (33,427 ) $ (17,515 ) $ (105,043 ) $ (108,957 ) $ 0.00 $ 0.00 $ 0.00 $ 0.00 120,957,933 116,712,987 119,774,692 116,712,987
|
| Three Months |
|
| Three Months |
|
| Nine Months |
|
| Nine Months |
| ||||
|
| Ended |
|
| Ended |
|
| Ended |
|
| Ended |
| ||||
|
| June 20, 2021 |
|
| June 30, 2020 |
|
| June 30, 2021 |
|
| June 30, 2020 |
| ||||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Professional fees |
| $ | 2,100 |
|
| $ | 2,800 |
|
| $ | 51,369 |
|
| $ | 3,076 |
|
Interest expense |
|
| 1,925 |
|
|
| 825 |
|
|
| 4,974 |
|
|
| 2,400 |
|
Telephone expense |
|
| 0 |
|
|
| 0 |
|
|
| 839 |
|
|
| 839 |
|
General and Administrative Expenses |
|
| 4,025 |
|
|
| 3,625 |
|
|
| 57,182 |
|
|
| 6,315 |
|
Net Income (Loss) Before Income Taxes |
|
| (4,025 | ) |
|
| (3,625 | ) |
|
| (57,182 | ) |
|
| (6,315 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) |
| $ | (4,025 | ) |
| $ | (3,625 | ) |
| $ | (57,182 | ) |
| $ | (6,315 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net income (Loss) per share |
| $ | 0.00 |
|
| $ | 0.00 |
|
| $ | 0.00 |
|
| $ | 0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average common shares outstanding |
|
| 120,942,987 |
|
|
| 120,942,987 |
|
|
| 120,942,987 |
|
|
| 120,942,987 |
|
The accompanying notes are an integral part of thesethe financial statements.
KINGFISH HOLDING CORPORATION | ||||
STATEMENTS OF CASH FLOWS - UNAUDITED FOR THE NINE MONTHS ENDED JUNE 30, 2021 AND 2020 |
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 Adjustments to reconcile net loss to net cash used by operations: Gain on extinguishment of debt Stock based compensation Changes in operating assets and liabilities: Prepaid expenses Accounts payable and accrued expenses Net Cash flows used by operating activities Cash Flows From Financing Activities: Proceeds from convertible notes payable to related party Net Cash flows from financing activities Net Increase in Cash Cash at the beginning of year Cash at the end of the year Non-cash Transaction Disclosures: Common stock issued upon conversion of convertible debt $ (105,043 ) $ (108,957 ) - (24,435 ) 9,200 - - 10,000 50,953 (4,467 ) (44,890 ) (127,859 ) 40,000 120,000 40,000 120,000 (4,890 ) (7,859 ) 9,373 13,377 $ 4,483 $ 5,518 $ 230,000 $ -
|
| 6/30/2021 |
|
| 6/30/2020 |
| ||
Cash Flows From Operating Activities: |
|
|
|
|
|
| ||
Net income (loss) |
| $ | (57,182 | ) |
| $ | (6,315 | ) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accrued interest payable |
|
| 4,974 |
|
|
| 2,400 |
|
Net Cash flows used by operating activities |
|
| (52,208 | ) |
|
| (3,915 | ) |
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances from related party |
|
| 125,000 |
|
|
| 5,000 |
|
Net Cash flows from financing activities |
|
| 125,000 |
|
|
| 5,000 |
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease) in Cash |
|
| 72,792 |
|
|
| 1,085 |
|
|
|
|
|
|
|
|
|
|
Cash at the beginning of year |
|
| 3,054 |
|
|
| 1,969 |
|
|
|
|
|
|
|
|
|
|
Cash at the end of the year |
| $ | 75,846 |
|
| $ | 3,054 |
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
Cash paid for taxes |
|
| 0 |
|
|
| 0 |
|
Cash paid for interest |
|
| 0 |
|
|
| 0 |
|
The accompanying notes are an integral part of thesethe financial statements.
KINGFISH HOLDING CORPORATION
JUNE 30, 2016
(unaudited)
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.
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 | ||||||||||||||||||||||
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - UNAUDITED FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2021 AND 2020 |
|
| Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
| Shares |
|
| Par $0.0001 |
|
| Paid In Capital |
|
| Rescission Liability |
|
| Retained Deficit |
|
| Total |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Balance, September 30, 2019 |
|
| 120,942,987 |
|
| $ | 12,094 |
|
| $ | 4,378,213 |
|
| $ | (20,000 | ) |
| $ | (4,598,549 | ) |
| $ | (228,242 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| (788 | ) |
|
| (788 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2019 |
|
| 120,942,987 |
|
|
| 12,094 |
|
|
| 4,378,213 |
|
|
| (20,000 | ) |
|
| (4,599,337 | ) |
|
| (229,030 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| (1,902 | ) |
|
| 0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2020 |
|
| 120,942,987 |
|
|
| 12,094 |
|
|
| 4,378,213 |
|
|
| (20,000 | ) |
|
| (4,601,239 | ) |
|
| (230,932 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| (3,625 | ) |
|
| (3,625 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2020 |
|
| 120,942,987 |
|
| $ | 12,094 |
|
| $ | 4,378,213 |
|
| $ | (20,000 | ) |
| $ | (4,604,864 | ) |
| $ | (234,557 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30,2020 |
|
| 120,942,987 |
|
| $ | 12,094 |
|
| $ | 4,378,213 |
|
| $ | (20,000 | ) |
| $ | (4,605,695 | ) |
| $ | (235,388 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| (19,463 | ) |
|
| (19,463 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2020 |
|
| 120,942,987 |
|
|
| 12,094 |
|
|
| 4,378,213 |
|
|
| (20,000 | ) |
|
| (4,625,158 | ) |
|
| (254,851 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| (33,694 | ) |
|
| (33,694 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2021 |
|
| 120,942,987 |
|
|
| 12,094 |
|
|
| 4,378,213 |
|
|
| (20,000 | ) |
|
| (4,658,852 | ) |
|
| (288,545 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| (4,025 | ) |
|
| (4,025 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2021 |
|
| 120,942,987 |
|
| $ | 12,094 |
|
| $ | 4,378,213 |
|
| $ | (20,000 | ) |
| $ | (4,662,877 | ) |
| $ | (292,570 | ) |
The accompanying notes are an integral part of the financial statements.
7 |
Table of Contents |
KINGFISH HOLDING CORPORATION
NOTES TO FINANCIAL STATEMENTS
JUNEJune 30, 20162021
(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 O\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. Prior to terminating the registration of its common stock under Section 12 of the Exchange Act and the suspension of its reporting obligations under Section 15(d) of the Exchange Act, the Company's last annual report 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 Form 10-Q for the period ended June 30, 2009 was filed with the SEC on August 19, 2009. 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 shares under Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act") and to suspend its reporting obligations under Section 15(d) of the Exchange Act. | |
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, June 30, 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 have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP"), and pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company. | |
Use of estimates: | |
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, if any at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. | |
8 |
Table of Contents |
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.
Cash:
Cash is maintained at a financial institution and, at times, the balance may exceed federally insured limits. The Company has 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 the Company's cash balance did not exceed such coverage on March 31, 2021.
For purpose of the statements of cash flows, the Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash.
Fair Value of Financial Instruments: The carrying amounts of cash and current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. Management does not hold or issue financial instruments for trading purposes, nor does the Company utilize derivative instruments in the management of the Company's foreign exchange, commodity price or interest rate market risks. The Financial Accounting Standards Board ("FASB") Codification clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows: | ||
Level 1: | Quoted prices in active markets for identical assets or liabilities | |
Level 2: | Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability | |
Level 3: | Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | |
The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. |
Revenue Recognition: | ||
The Company recognizes revenues in accordance with Accounting Standards Codification ("ASC") Topic 606, "Revenue from Contracts with Customers," and all related interpretations for recognition of our revenue from services. Revenue is recognized when the following criteria are met: | ||
• | identification of the contract, or contracts, with the customer; | |
• | identification of the performance obligations in the contract; | |
• | determination of the transaction price; | |
• | allocation of the transaction price to the performance obligations in the contract; and | |
• | recognition of revenue when, or as, we satisfy the performance obligation. |
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 |
KINGFISH HOLDING CORPORATION
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2016
(unaudited)
2. | Summary of Significant Accounting Policies (continued): |
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. |
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.
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, 2021 and 2020, convertible notes payable to related party of $90,020 can potentially convert into 90,020 shares of common stock. Interest expense related to the convertible notes was immaterial. These shares have been excluded from the diluted net loss per share calculations because the effect of including them would be anti-dilutive, at June 30, 2021 and 2020. |
3. | Going Concern: |
As reflected in the Company's financial statements, the Company has a retained deficit of $4,662,877 and $4,605,695 as of June 30, 2021 and September 30, 2020, respectively. The Company used cash of $52,208 and $3,915 in operating activities during the nine months ended June 30, 2021 and 2020, respectively. The Company has a working capital deficiency of $272,570 at June 30, 2021 that is insufficient in management's 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 obtaining financing under terms and conditions that are suitable. The accompanying financial statements do not include any adjustments associated with these uncertainties. |
4. | Convertible Notes Payable to Related Party: |
The Company entered into a convertible note with a director for $20,000 effective December 7, 2015. The note bears interest at a rate of 3.5% per annum and all unpaid principal and interest were due on demand by the director. The outstanding principal balance of the note is convertible into the Company's shares of common stock at the conversion price of $1.00 per share. | |
The Company entered into a convertible note with a director for $20,000 effective March 3, 2016. The note bears interest at a rate of 3.5% per annum and all unpaid principal and interest were due on demand by the director. The outstanding principal balance of the note is convertible into the Company's shares of common stock at the conversion price of $1.00 per share. |
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.
4. |
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management's Discussion and Analysis of Financial Condition and Results of Operations discusses the operating results and financial condition of the Company for the fiscal quarters ended June 30, 2021 and 2020. The
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
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,
In May 2020, the Company determined that the business environment had sufficiently changed so that identifying a target and completing a business combination may be more likely than was previously the case. As part of this strategy, the Company determined to attempt to seek the financing necessary to prepare and file all of its delinquent Forms 10-K under the Exchange Act and to again aggressively pursue an acquisition target. In order for the Company to finance the preparation and filing of the Company's delinquent periodic report filings with the Commission, Mr. Toomey, a principal shareholder, director and secretary of the Company, loaned the Company approximately $130,000 during the fiscal year ended 2020 and the first quarter of the 2021 fiscal year ("Toomey Loans").
We
We have no specific plans, understandings or agreements with respect to the raising of such funds, and we may seek to raise the required capital by the issuance of equity or debt securities or by other means. Since we have no such arrangements or plans currently in effect, our inability to raise funds for the
We have negative working capital, negative shareholders' equity and have not earned any revenues from operations since the fiscal year ended September However, following our determination that the Toomey again provided us with nonconvertible loans in 2020 to recommence our operations. 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
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. Except as described in "Recent Business Activities" below, we have no specific plans, understandings or agreements with respect to the raising of any additional financings, and we may seek to raise the required capital by the issuance of equity or debt securities or by other means. Since we have no such arrangements or plans currently in effect (other than as described in "Recent Business Activities" below), our limited ability to raise funds to continue operations and to seek an acquisition may have a severely negative impact on our ability to become a viable company. Our historical operating results disclosed in this Form 10-Q are not meaningful to our future results.
Comparison of Three Months Ended June 30,
Revenues. Because we currently do not have any business operations, we have not had any revenues during the three months ended June 30,
General and Administrative Expenses. We had operating expenses of
Net Income (Loss). We incurred net losses for the three months ended June 30,
Comparison of Nine Months Ended June 30,
Revenues. Because we currently do not have any business operations, we have not had any revenues during the nine months ended June 30,
General and Administrative Expenses. We had operating expenses of
Net Income (Loss). We incurred net losses for the nine months ended June 30,
Liquidity and Capital Resources
We had no material commitments for capital expenditures as of June 30,
In order for the Company to finance the preparation and filing of all of the Company's delinquent Forms 10-K for filing with the Commission, Mr. Toomey made the following
The Toomey Loans are evidenced by a consolidated promissory note, dated February 1, 2021, issued by the Company to Mr. Toomey (the "2021 Promissory Note"). The 2021 Promissory Note bears interest, commencing on the date of the loan, at an initial rate of 2% per annum and the note matures on December 31, 2023. The maturity date of the 2021 Promissory Note will accelerate and be due and payable immediately upon any change of control, merger, or other business combination (as defined in the 2021 Promissory Note). If the maturity date is extended for any reason whatsoever (including in connection with an acceleration event), the 2021 Promissory Note will bear interest at a rate of 5% per annum, commencing on the date of any such extension. The 2021 Promissory Note is not convertible into our common shares.
These funds were used to pay for the Company's ongoing business operations, consisting primarily of payments associated with maintaining our corporate status and professional
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 Although Mr. Toomey has provided the necessary funds for the Company from time to time 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.
As of the date of filing of this Form 10-Q, the Company has
The Renovo Group has incurred indebtedness of approximately $6.1 million in connection with its business operations and land holdings, consisting primarily of the construction costs incurred in connection with its newly constructed facilities. In order for a business combination with the Renovo Group to be feasible, the Company and Renovo would need to simultaneously raise approximately $12,500,000 in equity financing ("Equity Financing") at the time of any such potential business combination in order (a) to repay the Company's outstanding indebtedness owed to Mr. Toomey, (b) to pay the costs associated with any business combination transaction and Equity Financing, and (c) for the Renovo Group to repay its outstanding debt obligations, to pay its operating expenses until such expenses can be paid from operating income, to finance the completion of the permitting and improvements needed on its operational site, and to permit it to take advantage of operational opportunities in its local community. Accordingly, if the Company were to pursue a business combination with the Renovo Group under such circumstances, it would likely require as a condition to any such business combination that the necessary Equity Financing be firmly committed and made available at the time of the consummation of such business combination. In the event that the Renovo Group is unable to commit to timely raising such Equity Financing, the Company would have no interest in pursuing a business combination transaction with the Renovo Group. Although we have commenced negotiations with the Renovo Group, we have not entered into a letter of intent or other undertaking with the Renovo Group for a business combination and no source of Equity Financing has been secured or is in the process of negotiations at this time. In view of the number of significant uncertainties surrounding a possible transaction, there is no assurance that the Company and the Renovo Group will reach any agreement with respect to a business combination and, if so, that they will be able to secure the Equity Financing necessary to consummation of such a transaction. Delinquent Filings The Company is filing this Quarterly Report on Form 10-Q and all other delinquent reports of Forms 10-K that it was required to file with the Commission since June 30, 2016. Although the filing of our delinquent reports under the Exchange Act
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 filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the
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.
PART II – OTHER INFORMATION
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.
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
ITEM 3. DEFAULTS ON SECURITIES
Not Applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
* Exhibit Filed Herewith
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.
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