2.

Summary of Significant Accounting Policies (continued):

•

identification of the contract, or contracts, with the customer;

•

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.

4.

KINGFISH HOLDING CORPORATION

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2016

(unaudited)

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

	The Company entered into a convertible note with a director for $30,000 effective July 11, 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.
	The Company entered into a convertible note with a director for $20,000 effective September 19, 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.
	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.

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, 2021 and September 30, 2020, there was no Preferred Stock issued and outstanding.

6.	Income Taxes:

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.

6.	Income Taxes (continued):

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

Table of Contents

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

Table of Contents

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

Table of Contents

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 following discussion and analysis set forth below is intended to assist you in understanding the financial condition and results of our operations and should be read in conjunction with the consolidatedour financial statements and the accompanying notes thereto appearingincluded 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. Historical results and trends which might appear should not be taken as indicative of future operations. The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of various factors, including those discussed in our Form 10-K for the fiscal year ended September 30, 2020.

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, 20162021 (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

Table of Contents

Overview

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. Operations. 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 holdersreactivation 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 on December 17, 2014 ("Reporting Reactivation") which had been suspended since 2011, (all such actions, collectively,we attempted to seek to maximize shareholder value by searching for and identifying suitable potential target private companies or business partners for a business combination that met the "Reactivation Activities"). On December 17, 2014,Company's strategic objectives. Although the Company completedhad held preliminary discussions regarding potential business combination transactions, the Company ultimately was unable to successfully identify a suitable candidate or negotiate the terms of any such business combination and, as of the fiscal year ended September 30, 2016, the Company had expended substantially all of its Reactivation Activitiesavailable cash and is filing obligationshad not been able to secure any additional funds to finance its continued operations. As a result, the Company was unable to prepare and timely file its periodic reports under the Exchange Act, (the "Reactivation Date"commencing with its Annual Report on Form 10-K for the fiscal year ended September 30, 2016 and, other than maintaining its corporate status, was dormant from such date through May 2020.

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").

Business Strategy and Activities. Our business strategyplan is to seek a business venture that can be acquired by the Company with the goal of maximizing shareholder value.in which to participate. The selection of an appropriatea business opportunity in which to participate is complex and extremely risky. risky and will be made by management in the exercise of its business judgment. No assurance can be given that we will be able to identify a suitable target or, if identified, that we will be able to successfully negotiate and agree upon terms acceptable to the Company or to successfully complete and close the proposed acquisition or business combination. No specific assets or businesses have yet been identified. Further, there is no certainty that any such assets or business will be identified or any transactions will be consummated.

We have been pursuingexpect to pursue our search for a business opportunitiesopportunity 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 have no specific target company or business and 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, act 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 discussionA description of the manner in which we are pursuingwill pursue 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.is described in "Recent Business Activities" below.

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 hasFinancial Condition. We did 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

Table of Contents

Financial Condition. We have not recordedrecord 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.year unless we are able to secure additional financing to continue operations. Our principal business objectiveability 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.

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 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 typeconsummation 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 ofmay have a severe negative impact on our September 30, 2016 fiscal year will be approximately $25,000.ability to become a viable company.

We have negative working capital, negative shareholders' equity and have not earned any revenues from operations since the fiscal year ended September 16,30, 2011. Because we have had no revenues from operations and do not own any significant assets against which we can borrow funds, we havehistorically had relied on funds furnished by Mr. Toomey, a principal shareholder, director and secretary of the Company, in exchange for issuances of our convertible debt securities in order to finance our operations and business plans through the issuances of convertible debt securities. James K.following our Reporting Reactivation. However, Mr. 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 topreviously advised the Company that he did not intend to provide the Company with any further loans or equity financing after September 30, 2016 if the Company was unable to enter into a letter of intent or receive a formal offer to engage in amounts sufficienta bona fide business combination with a target company or business operation on or before such date. As a result of our inability to cover the Company's operations and Reactivation Activities. In exchange forsatisfy 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 torequirements, Mr. Toomey have been converted into common stock ofceased financing our operations.

However, following our determination that 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 bybusiness environment was more favorable to pursue our strategy, Mr. Toomey.

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 such financings to the Company in the past,us with additional debt financing since May 2020, we have no formal 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,that Mr. Toomey has advised the Company that he does not intendwill continue to provide the Company with any further loansworking capital sufficient until we consummate a merger 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 fideother business combination with a target company or business operation, on or before such date. Ifand we are unableanticipate that his willingness to secure such a letter of intent or formal offer prior to September 30, 2016, then we will need to locate a source ofprovide additional 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.demonstrate meaningful progress with our business strategy.

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.

14

Table of Contents

Results of Operations

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, 20162021 and 20152020

Revenues. Because we currently do not have any business operations, we have not had any revenues during the three months ended June 30, 20162021 and June 30, 2015.2020.

General and Administrative Expenses. We had operating expenses of $33,009$4,025 and $17,515$3,625 for the three months ended June 30, 20162021 and June 30, 2015,2020, respectively. TheseThe expenses during the three month period ended June 30, 2021 and June 30, 2020 primarily consisted of general and administrative expenses which were primarily comprised of professional feespayments associated with variousmaintaining our corporate and accounting matters.status. The increase in such expenses for the three months ended June 30, 20162021 as compared to the same period ended June 30, 20152020 was due to an increase inaccrued interest and professional fees.fees associated with preparing our delinquents SEC reports on Forms 10-K and preparation of current Forms 10-Q.

Net Income (Loss). We incurred net losses for the three months ended June 30, 20162021 and June 30, 20152020 of $33,427$4,025 and $17,515,$3,625, respectively. The decreaseincrease in net loss was directly attributabledue to an increase in professional fees.our increased General and Administrative expenses during the current fiscal year.

Comparison of Nine Months Ended June 30, 20162021 and 20152020

Revenues. Because we currently do not have any business operations, we have not had any revenues during the nine months ended June 30, 20162021 and June 30, 2015.2020.

General and Administrative Expenses. We had operating expenses of $104,625$57,182 and $133,392$6,315 for the nine months ended June 30, 20162021 and June 30, 2015,2020, respectively. TheseThe expenses during the nine-month period ended June 30, 2021 and June 30, 2020 primarily consisted of general and administrative expenses which were primarily comprised of professional feespayments associated with variousmaintaining our 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.status. The decreaseincrease in such expenses for the nine months ended June 30, 2016,2021 as compared to the same period ended June 30, 2015,2020 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 quarterassociated with preparing our delinquent SEC reports on Forms 10-K and preparation 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.current Forms 10-Q.

Net Income (Loss). We incurred net losses for the nine months ended June 30, 20162021 and June 30, 20152020 of $105,043$57,182 and $108,957,$6,315, respectively. The decreaseincrease in net loss was due to our increased General and Administrative expenses during the nine month period was directly attributable to the overall decrease in general and administrative expenses following the Reactivation Date.current fiscal year.

15

Table of Contents

Liquidity and Capital Resources

AtAs of June 30, 2016,2021, the Company had limited cash resources and we had a working capital deficit of ($128,137) compared to a working capital deficit of ($72,294)$272,570. Our current liabilities were $348,416 at June 30, 2021 and $218,442 at September 30, 2015. Current liabilities2020, respectively. Our total assets increased from $3,054 at September 30, 2020 to $132,620$75,846 at June 30, 2016 from $81,667 at September 30, 20152021 due to an increase in accounts payable, primarily for professional fees. Total assets decreasedadvances from $9,373 at September 30, 2015 to $4,483 at June 30, 2016 due torelated parties and a decrease in cash.cash to pay certain costs associated with maintaining our corporate status, payment of professional fees associated with preparing our delinquent SEC reports on Forms 10-K and preparation of current Forms 10-Q during the nine month period ended June 30, 2021.

We had no material commitments for capital expenditures as of June 30, 2016.2021. 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

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 financings:cash advances and loans to the Company in an aggregate amount of $130,000 during the 2020 calendar year (the "Toomey Loans"):

·	•	On December 7, 2015, Mr. Toomey advanced $20,000 to the Company;May 5, 2020, a cash advance of $5,000 in principal amount (described above);
·	•	On March 3, 2016, Mr. Toomey advanced $20,000 to the Company;October 19, 2020, a cash advance of $25,000 in principal amount; and
·	•	On July 11, 2016, Mr. Toomey advanced $30,000 to the Company.December 21, 2020, a cash advance of $100,000 in principal amount.

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 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 offees associated with preparing 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

Table of Contents

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 rightsdelinquent periodic reports 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.Exchange Act.

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 bewere 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, commitmentswe did not raise capital 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 thatsecure any additional financings will be availableloans to us on satisfactory terms and conditions, if at all. Unless we can obtain additional financing,finance for our ability to continue as a going concern is doubtful. operational needs during the fiscal quarter ended June 30, 2021.

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. 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.

BecauseRecent Business Activities

As of the date of filing of this Form 10-Q, the Company has reactivatedentered into preliminary discussions regarding a potential business combination and equity financing transaction with Renovo Resource Solutions, Inc. ("Renovo"), a Florida corporation located in Manatee County, Florida, and 6, LLC, a Florida limited liability real estate holding company controlled by Renovo which owns the land on which Renovo conducts its suspended reportingbusiness (Renovo and 6 LLC, collectively the "Renovo Group"). Renovo is engaged in an environmentally friendly scrap yard operation. Renovo's operations are located on a site specifically engineered for its business and includes a new constructed facility for its operations. Renovo is a privately held company in which Mr. Toomey and his family have a one-third ownership interest. The Company has only commenced preliminary discussions with the Renovo Group and has not entered into a letter of intent or other undertaking with Renovo. It is anticipated that when the Company is analyzing the available alternatives, it will consider and evaluate, among other things, a potential business combination with Renovo in combination with a simultaneous equity financing transaction.

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 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 contactedwill bring us current in 2015 by one shareholder suggesting that the Company may owe certain contractualour reporting 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 unlikelythe Commission's position that the Company would be ablesuch filings will not "cure" Section 15(d) violations, and will not make us timely for purposes of eligibility 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.use certain Securities Act forms.

17

Table of Contents

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 Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in reports filed under the Exchange Act is accumulated and communicated to management, including the principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of ourOur management ofevaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) andRule 15d-15(e) under the Exchange Act). as of the end of the period covered by this annual report. Based onupon that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as of the Company'send of such period, our disclosure controls and procedures were not effective as of June 30, 2016 as a result of the2021 due to material weakness in our internal control over financial reporting because of inadequate segregation of duties over authorization, reviewin providing reasonable assurance in timely alerting management to material information relating to the Company and recording of transactions,that information required to be disclosed in our reports is recorded, processed, summarized, and reported as well asrequired to be included in our periodic filings with the financial reporting of such transactions. Although financialCommission. Due to the Company's limited resources are limited,and staffing, management continues to evaluate opportunitieshas not developed a plan to mitigate the above material weaknesses. Despite the existence of these material weaknesses, we believethe Company believes the financial information presented herein is materially correct and in accordance with generally accepted accounting principles.principles in the United States.

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.

1817

Table of Contents

PART II – OTHER INFORMATION

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.None.

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.None.

1918

Table of Contents

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, 2016.2021. *
31.2
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, 2016.2021.*
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
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
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) *
101.SCH		Inline XBRL Taxonomy Extension Schema DocumentDocument. *
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase DocumentDocument. *
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase DocumentDocument. *
101.LAB		Inline XBRL Taxonomy Extension LabelLabels Linkbase DocumentDocument. *
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase DocumentDocument. *
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). *

___________ 

* Exhibit Filed Herewith

2019

Table of Contents

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 February 17, 2022	By:	/s/ Ted Sparling
		Ted Sparling
		Chief Executive Officer
		(Principal Executive Officer)

2120

Table of Contents

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 *

___________