UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended September 30, 20132015

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

Commission File Number 000-52375

Kingfish Holding Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware		20-4838580
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer (Identification No.)
Incorporation or Organization)		(Identification No.)

(941) 870-2986

(Registrant’sRegistrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each Class		Name of Each Exchange
Title of Each Class		On Which Registered
None		None

Securities registered pursuant to Section 12(g) of the Exchange Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes x No ¨

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 x¨

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 if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’sregistrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. x

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

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

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of November 28, 2014,December 18, 2015, was approximately $417,131$70,277 as computed by reference to the closing price of the common stock as quoted by the OTC Markets Group, Inc. on the pink sheets in their OTC Pink - No Information tier on such date.

As of November 28, 2014,December 18, 2015, the number of issued and outstanding shares of common stock of the registrant was 119,180,335.120,712,987.

Documents Incorporated By Reference: None

Kingfish Holding Corporation

ANNUAL REPORT ON FORM 10-K

For The

Fiscal Year Ended September 30, 20132015

TABLE OF CONTENTS

Item Number in Form 10-K			Page
			Page
PART I
Item 1.	Business			4
Item 1A.	Risk Factors			119
Item 1B.	Unresolved Staff Comments			119
Item 2.	Properties			119
Item 3.	Legal Proceedings			119
Item 4.	Mine Safety Disclosures			119
PART II
Item 5.	Market for Registrant’sRegistrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities		12	10
Item 6.	Selected Financial Data			1513
Item 7.	Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations		15	13
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk			1918
Item 8.	Financial Statements and Supplementary Data			19
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		31	31
Item 9A.	Controls and Procedures			31
Item 9B.	Other Information			32
PART III
Item 10.	Directors ,Executive Officers and Corporate Governance			33
Item 11.	Executive Compensation			3536
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		36	36
Item 13.	Certain Relationships and Related Transactions, and Director Independence			37
Item 14.	Principal Accountant Fees and Services			3938
PART IV
Item 15.	Exhibits and Financial Statement Schedules			4039

A NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (including the exhibits hereto) contains certain “forward-looking statements”"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, 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’smanagement'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,”"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,”"will," "should," "would," "could," and “may.”"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”"blank check" and “shell”"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 Annual Report on Form 10-K for the fiscal year ended September 30, 20132015 (this “Form 10-K”"Form 10-K"). We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

PART I

ITEM 1. BUSINESS

Background

Kingfish Holding Corporation (“us”("us", “our”"our", “we”"we", the “Company”"Company" or “Kingfish”"Kingfish") was incorporated in the State of Delaware on April 11, 2006 as Offline Consulting Inc. We became Kesselring Holding Corporation (“("Kesselring Holding”Holding") on June 8, 2007 and on November 25, 2014 we changed our name to Kingfish Holding Corporation. The principal executive offices of the Company are located at 2641 49th Street, Sarasota, Florida 34234, and our telephone number is (941) 870-2986.

On May 18, 2007, we entered into a reverse merger transaction pursuant to a Share Exchange Agreement (“Exchange Agreement”) whereby we acquired Kesselring Corporation, a Florida corporation, (“Kesselring Florida”), that was 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. As a result of this transaction, Kesselring Florida became a wholly-owned subsidiary of the Company. Pursuant to the terms of the Exchange Agreement, however, Kesselring Florida’s shareholders received approximately 80% of the Company’s outstanding common stock and its management was given actual operational and governance control over the Company. As a result thereof, the Company effectively succeeded its otherwise minimal operations to Kesselring Florida and Kesselring Florida was considered the accounting acquirer in the reverse-merger transaction.

At the time of its acquisition, Kesselring Florida had the following wholly-owned subsidiaries: Kesselring Restoration Inc. (which was engaged in restoration services, principally to commercial property owners); King Brothers Woodworking, Inc. and King Door and Hardware, Inc. (which such businesses were engaged in the manufacture and sale of cabinetry and remodeling products, principally to contractors); Kesselring Homes, Inc. (which was engaged in new construction, residential and commercial remodeling, and building services on customer owned properties); and Kesselring Aluminum Corporation Inc. (formerly 1^st Aluminum, Inc., which had minimal operations).

Following the completion of the reverse merger transaction, the Company formed a wholly-owned subsidiary named Kesselring Holding Corporation, a Delaware corporation, and engaged in a merger transaction with this subsidiary, pursuant to which the Company was the surviving entity, to effect a name change of the Company from “Offline"Offline Consulting, Inc.”" to “Kesselring"Kesselring Holding Corporation.”" A Certificate of Ownership was filed with the Secretary of State of the State of Delaware, effective as of June 8, 2007.

On December 12, 2008, in response toDuring the dramatically deteriorating business environment in the West Central Florida area for the services offered by Kesselring Restoration Corporation (“KRC”),fiscal year ended September 30, 2010, the Company decided to terminate those employees and focusdefaulted on its efforts on subcontracting-out certain projects. On March 31, 2009, KRC executed and delivered an Assignment for Benefit of Creditors, under Florida Statutes Section 727.101 et seq. (“Assignment”), assigning all of its assets to an assignee (“Assignee”), who was responsible for taking possession of, protecting, preserving, and liquidating such assets and ultimately distributing the proceeds to creditors of KRC according to their priorities as established by Florida law. The Assignee filed a petition commencing the assignment proceedings in the Circuit Court of the Twelfth Judicial Circuit in and for Manatee County, Florida, Civil Division on March 31, 2009. Neither the Company nor its other wholly-owned subsidiaries were included in the above referenced proceedings.

On November 16, 2009, certain shareholders of the Company owning a majority of our outstanding common stock ("Majority Shareholders") and acting pursuant to a written consent effected a change of control of the Company by removing certain of the sitting directors and electing new directors to the board. Immediately following the change of control of the board of directors, the newly elected directors terminated the then-President and Chief Executive Officer and appointed a successor.

In addition, on November 16, 2009, the Majority Shareholders and several additional shareholders also filed a Stockholders' Derivative Complaint (including Request for Temporary Restraining Order) in the United States District Court, Eastern District of Washington against the Company, Kesselring Florida, and certain officers and directors of the Company to judicially restrain the defendants from taking certain specified actions that might impair the value of the Company or its outstanding capital stock. On November 24, 2009, the United States District Court Eastern District of Washington entered a Temporary Restraining Order Granting Plaintiffs’ Order essentially ceasing all corporate activities of the Company, including, but not limited to, prohibiting the issuance of shares, entering contracts, the termination of any board member, officers and/or employees of Kesselring or its subsidiaries and the payment of cash from the subsidiary to the Company. On December 16, 2009, the Court held that actions taken by the Majority Shareholders were proper and entered an order granting a preliminary injunction in favor of the plaintiffs. The parties subsequently entered a Settlement Agreement in which the parties released one another from any and all liability and an order dismissing the action was signed April 5, 2010.

In 2007, the Company had borrowed $500,000 fromloan agreements with AMI Holdings, Inc. ("AMI") in two separate loan transactions, which loans were secured by a continuing security interest in, a continuing lien upon, and an unqualified right to possession and disposition of, all of the Company's assets. AMI was, a corporation controlled by James K. Toomey, a formeran officer and director of the Company (“("Mr. Toomey”Toomey"), and certain of his relatives including his wife, children("AMI"), and siblings. Onon May 13,24, 2010 following the Company’s default on these loans, AMI foreclosed on certainand took possession of all of the Company's assets, including 100% of the common stock of Kesselring Florida, and 100% of the common stock of King Brothers Woodworking, Inc., a subsidiary of Kesselring Florida. The Company also was indebted tothen-existing operating entities. In addition, in order settle an indebtedness with Gary E. King, a former Presidentofficer and Directordirector of the Company, evidenced by a promissory note ("Gary E. King Notes), and to Kenneth Craig, the Company’sCompany's then-President, also evidenced by a promissory note (“Kenneth Craig Note"). Onon May 24, 2010, AMI sold 100% of the King Brothers Woodworking, Inc. common stock to King Bro Wood, L.L.C., a Washington limited liability company, owned by Gary E. King and Terisita Craig, the wife of Don Craig, a former Chief Operating Officer of the Company (who resigned from such office on April 27, 2010) (the “King Brothers Sale”). As consideration for not objectingsold its remaining assets to the King Brothers Sale, King Bro Wood, L.L.C. delivered the Gary E. King Notes and the Kenneth Craig Note to the Company marked paid in full, resulting in substantial reduction of the Company's indebtedness. In addition, King Bro Wood, L.L.C. issued a promissory note to the Company in the principal amount of $156,990, such promissory note being payable over 24 months at the interest rate of 6% per annum.

As a result ofan entity affiliated with Mr. King. Following the foreclosure and this sale of assets, the Company no longer held any operating entities its only assetand was the King Bro Wood, L.L.C. promissory note, and it no longer conductednot engaged in any business operations.

On September 16, 2011, the Company, having only 69 holders of record and no significant assets, filed a Form 15 with the U.S. Securities and Exchange Commission (the “Commission”"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.

Recent Developments

In 2012, the soleSubsequently, our remaining director and officer of the Company, Ted Sparling, and a former director of the Company, Mr. Toomey, met to discuss the Company’s business prospects in an effort to determine whether the Company had any viable alternatives and to assess the Company’s liabilities, if any, as well as the nature of any such remaining claims. In particular, there was an interest in seeking a means for creating stockholder value in the Company for those stockholders, who had, to that point, lost a significant amount of their investment in the Company. These discussions included the need for financing to pay for ongoing operations, to undertake an audit of the Company’s financial statements, to pay off certain outstanding indebtedness, and to reactivate the Company’s reporting obligations under Section 15(d) of the Exchange Act which had been suspended since 2011.

It wasmanagement concluded that it mightmay be feasible to acquire a target company or business seeking the perceived advantages of being a publicly held corporation and, based on these discussions,as a result, our management decideddetermined that it should explore opportunities to acquire other assets or business operations that will maximize shareholder value. Accordingly, it wasIn 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, (e)(d) obtain an audit of its financial statements by independent registered public accountants, and (f)(e) reactivate its suspended reporting obligations under Section 15(d) of the Securities Exchange Act (collectively, “Preparatory Actions”of 1934 (the "Exchange Act") which had been suspended since 2011 (all such actions, collectively, the "Reactivation Activities").

On December 17, 2014, the Company completed its Reactivation Activities and re-activated is filing obligations under the Exchange Act.

Commencing in late 2012 and continuing through the date of the filing of this Form 10-K, Mr. Toomey has loaned to the Company the funds necessary to pay for the costs of such Preparatory Actions, includingassociated with the payment of legal, accounting,Reactivation Activities and transfer agent fees, certain liability payments, and fees payable tocompliance with its filings under the State of Delaware.Exchange Act (primarily professional fees). In order to limit the Company’sCompany's debt burdens, these loans were evidenced by promissory notes convertible into common stock of the Company (“("Convertible Notes”Notes") and, as of the date hereof, Mr. Toomey has converted such Convertible Notes to the extent that there were sufficient authorized shares of common stock available therefor. However, there currently are an insufficient number of authorized shares to convert all of the Convertible Notes and, as a result, Convertible Notes issued after August 22, 2013 continue to be outstanding.

On November 25, 2014, as part of its Preparatory Actions, a majority of the Company’s stockholders took an action by written consent to elect the board of directors of the Company (following a removal of the then-sitting directors in accordance with the Delaware General Corporation Law) and to amend and restate the Company’s certificate of incorporation to, among other things:

Immediately following these stockholder actions, the Company’s bylaws were amended and restated, officers were appointed, and the board of directors authorized the dissemination of a Notice of Action Taken by Written Consent to those stockholders who had not provided their written consent to the above actions taken by the stockholders.

On December 15, 2014, the board of directors of the Company reviewed the audited financial statements of the Company, this Form 10-K, and the Quarterly Reports on Form 10-Qs for the quarters ended December 31, 2013, March 31, 2014, and June 30, 2014 and approved the filing of the Form 10-K and the filing of the Form 10-Qs..

Business Strategy

Currently, the Company intends to seek suitable candidates for a business combination with a private company, including a potential combination and financing transaction involving Florida Fuel Solutions, LLC, a Florida limited liability company controlled by certain of our directors (“FFS”("FFS"). As of the date of the filing of this Form 10-K, theThe Company, hashowever, only taken the Preparatory Actionsrecently completed its Reactivation Activities and has not yet made any effortscontinues to identify any private companies or potential business combinations other than FFS. However, the Company does not intend to enter into any negotiations or pursue a business combination transaction with any entity, including FFS, until it completes the Preparatory Actions and undertakesundertake an evaluation of the business combination alternatives and the potential target companies or business partners available to achieve the Company.Company's strategic objectives. Furthermore, because management believes that an improved balance sheet with less liabilities is an important factor for achieving any such strategic objectives, the Company decided to delay an active efforts to pursue any such transactions until a significant amount of such liabilities were no longer a part of its balance sheet. As a result, the Company has not conductedyet commenced any negotiations or entered into a letter of intent concerningor other undertaking with any potential target company or business, including FFS. The business purpose ofHowever, the Company isbelieves that its balance sheet has improved significantly since last year and, as a result, management will consider whether to seekactively pursue such transactions during the acquisition of, or merger with, an existing company or business.ensuing year.

The Company currently is currently considered to be a "blank check" company. The rules and regulations of the Commission defines blank check companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the [Exchange Act]Exchange Act and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies." Pursuant to Rule 12b-2 promulgated under the Exchange Act, the Company also qualifies as a “shell"shell company,”" because it has no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination transaction.

Consistent with thisour business strategy, the Company’sCompany's principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a business combination transaction rather than seeking immediate, short-term earnings. The Company will not restrict its potential candidate target companies or businesses to any specific business, industry or geographical location and, thus, may acquire any type of business.

We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

We anticipate that the selection of an appropriate business combination transaction will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

The Company has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities and the analysis of potential business combination opportunities will be undertaken by or under the supervision of the officers and directors of the Company. In its efforts to analyze potential acquisition targets or businesses, the Company will consider the following kinds of factors:

	·	Potential for growth, indicated by new technology, anticipated market expansion or new products
	·	The extent to which the business opportunity can be advanced
	·	Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources
	·	The cost of participation by the Company as compared to the perceived tangible and intangible values and potentials
	·	Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole
	·	The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items
	·	Strength and diversity of management, either in place or scheduled for recruitment
	·	Other relevant factors

In applying the foregoing criteria, none of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the Company's limited capital available for investigation, the Company may not discover or adequately evaluate adverse facts about the opportunity to be acquired.

In evaluating a prospective business combination, we will conduct a due diligence review of potential targets in an extensive manner as is practicable given the lack of information which may be available regarding private companies, our limited personnel and financial resources, and the inexperience of our management with respect to such activities. We expect that our due diligence will encompass, among other things, meetings with the target business’sbusiness's incumbent management and inspection of its facilities, as necessary, as well as a review of financial and other information which is made available to us. This due diligence review will be conducted either by our management or by unaffiliated third parties that we may engage, including but not limited to attorneys, accountants, consultants or other such professionals. At this time the Company has not specifically identified any third parties that it may engage. The costs associated with hiring third parties as required to complete a business combination may be significant and are difficult to determine as such costs may vary depending on a variety of factors, including the amount of time it takes to complete a business combination, the location of the target company, and the size and complexity of the business of the target company. Also, we do not currently intend to retain any entity to act as a “finder”"finder" to identify and analyze the merits of potential target businesses.

It is anticipated that when the Company is analyzing the available alternatives, it will consider and evaluate a potential business combination with FFS, combined with a simultaneous funding transaction. FFS is a development stage company focused producing high quality bio diesel fuel efficientlyin an efficient manner by using state of the art,state-of-the-art, scalable, fully automated, continuous flow equipment from renewable sustainable feed stocks. Although it is our understanding that FFS is negotiating for the right to purchase proprietary processing equipment to manufacture bio-fuels in central Florida from a third party corporation with substantially more resources than FFS, to manufacture bio-fuels in central Florida, it does not yet have any contractual rights to purchase such equipmentsequipment or processes. Furthermore, FFS is a development stage entity with limited funds and, as a result, does not have sufficient financial resources to purchase the equipment, to construct a processing plant, or to conduct any such operations. In order for a business combination with FFS to be feasible, not only would FFS need to successfully negotiate the terms and conditions of the purchase of the necessary processing equipment at a price satisfactory to it, FSS or the Company also would need to negotiate and obtain a simultaneous source of financing must be negotiated and obtained.financing. If the Company were to pursue a business combination with FFS under such circumstances, it is likely that the necessary financing would be in the form of an investment in the Company which would be made at the same time as the Company acquired FFS. In any event, FFS does not currently have any agreement to purchase the processing equipment or to finance its proposed business, and there can be no assurance that it will be able to do so in the future. In view of the number of significant uncertainties surrounding a possible transaction with FFS, the Company has determined not to negotiate any potential transaction with FFS at this time and will instead merely consider it as a potential alternative when seeking and evaluating other potential business combination opportunities.

Our limited funds and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a target business before we consummate a business combination. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds available to us, would be desirable. We will be particularly dependent in making decisions upon information provided by the promoters, owners, sponsors or others associated with the target business seeking our participation.

The time and costs required to select and evaluate a target company or business and to structure and complete a business combination cannot presently be ascertained with any degree of certainty. The amount of time it takes to complete a business combination, the location of the target company and the size and complexity of the business of the target company are all factors that determine the costs associated with completing a business combination transaction. The time and costs required to complete a business combination transaction can be ascertained once a business combination target has been identified. Any costs incurred with respect to evaluation of a prospective business combination that is not ultimately completed will result in a loss to us.

Our management anticipates that we will likely be able to effect only one business combination, due primarily to our limited financing and the degree of dilution anticipated for present and prospective shareholders, which is likely to occur as a result of our management’smanagement's plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

Form of Acquisition

The manner in which the Company participates in any specific opportunity would depend upon the nature of the opportunity, the respective needs and desires of the Company and the promoters of the opportunity, and the relative negotiating strength of the Company and such promoters.

It is likely that the Company will acquire its participation in a business opportunity through the issuance of common stock or other securities of the Company. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called "tax free" reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"), depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other "tax free" provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares of the surviving entity.

Under other circumstances, depending upon the relative negotiating strength of the parties and including situations where the investment is made in the Company to fund the purchase of operating assets,, prior stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution to the equity of those who were stockholders of the Company prior to such reorganization.

The stockholders of the Company will likely not have control of a majority of the voting securities of the Company following a reorganization or investment transaction. As part of such a transaction, all or a majority of the Company's directors may resign and one or more new directors may be appointed without any vote by stockholders.

In the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval by stockholders. In the case of a statutory merger or consolidation directly involving the Company, it will likely be necessary to call a stockholders' meeting and obtain the approval of the holders of a majority of the outstanding securities. The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval.

Competition

In identifying, evaluating, and selecting a target business, we may encounter intense competition from other entities having a business objective similar to ours. There are numerous “public shell”"public shell" companies either actively or passively seeking operating businesses with which to merge in addition to a large number of “blank check”"blank check" companies formed and capitalized specifically to acquire operating businesses. Additionally, we are subject to competition from other companies looking to expand their operations through the acquisition of a target company or business. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors. Our ability to compete in acquiring certain sizable target businesses is limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of a target business. Further, our outstanding Convertible Notes and the future dilution they potentially represent may not be viewed favorably by certain target businesses.

Any of these factors may place us at a competitive disadvantage in successfully negotiating a business combination. Our management believes, however, that our status as a public entity and potential access to the United States public equity markets may give us a competitive advantage over privately-held entities with a business objective similar to ours to acquire a target business on favorable terms.

If we succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the target business. Many of our target business’business' competitors are likely to be significantly larger and have far greater financial and other resources than we will. Some of these competitors may be divisions or subsidiaries of large, diversified companies that have access to financial resources of their respective parent companies. Our target business may not be able to compete effectively with these companies or maintain them as customers while competing with them on other projects. In addition, it is likely that our target business will face significant competition from smaller companies that have specialized capabilities in similar areas. We cannot accurately predict how our target business’business' competitive position may be affected by changing economic conditions, customer requirements or technical developments. We cannot assure you that, subsequent to a business combination, we will have the resources to compete effectively.

Employees

We presently have no employees apart from our management. Our sole officerofficers and our directors are engaged in outside business activities and are employed on a full-time basis by certain unaffiliated companies. Our officerofficers and directors will be dividing their time among these entities and anticipates that they will devote very limited time to our business until the acquisition of a successful business opportunity has been identified. The specific amount of time that management will devote to the Company may vary from week to week or even day to day, and therefore the specific amount of time that management will devote to the Company on a weekly basis cannot be ascertained with any level of certainty. In all cases, management intends to spend as much time as is necessary to exercise its fiduciary duties as an officer and director of the Company and believes that it will be able to devote the time required to consummate a business combination transaction as necessary. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.

ITEM 1A. RISK FACTORS

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

ITEM 1B. UNRESOLVED STAFF COMMENTS

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

ITEM 2. PROPERTIES

The Company neither rents nor owns any properties. The Company utilizes the office space and equipment of its managementPresident and Chief Executive Officer at no charge. The Company currently has no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

ITEM 3. 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.

Although there are no legal proceedings pending or, to the knowledge of the Company, currently threatened or contemplated against it, now that 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 has been contacted 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.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’SREGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Price History. There has only been limited and sporadic trading of our common stock following the suspension of our reporting obligations under Section 15(d) of the Exchange Act on September 16, 2011.2011 and since the reactivation of our reporting obligations under the Exchange Act on December 17, 2014. Although there is no established trading market for our shares of common stock, our common stock is quoted by the OTC Markets Group, Inc. on the pink sheets in their OTC Pink - No Information tier under the symbol “KSSH”"KSSH". There is no assurance that an active trading market will ever develop or, if such a market does develop, that it will continue.

The following table sets forth high and low bidclosing quotations for the quarters indicated. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not necessarily represent actual transactions.

		High				Low
Year Ended September 30, 2015:
First Quarter (10/1/14 to 12/31/14)		$	0.0100			$	0.0035
Second Quarter (1/1/15 to 3/31/15)		$	0.0088			$	0.0040
Third Quarter (4/1/15 to 6/30/15)		$	0.0083			$	0.0025
Fourth Quarter (7/1/15 to 9/30/15)		$	0.0031			$	0.0021
Year Ended September 30, 2014:
First Quarter (10/1/13 to 12/31/13)		$	0.0020			$	0.0006
Second Quarter (1/1/14 to 3/31/14)		$	0.0050			$	0.0030
Third Quarter (4/1/14 to 6/30/14)		$	0.0090			$	0.0040
Fourth Quarter (7/1/14 to 9/30/14)		$	0.0050			$	0.0040

The numbers of holders of record of our common stock on November 10, 2014December 18, 2015 was approximately 70.69. On November 10, 2014,December 18, 2015, the last reported sale price of the common stock as quoted by the OTC Markets Group, Inc. on the pink sheets in the OTC Pink - No Information tier was $0.0035$0.0023 per share.

The trading volume in our common stock generally has been and is extremely limited. The limited nature of the trading market can create the potential for significant changes in the trading price for the common stock as a result of relatively minor changes in the supply and demand for common stock and perhaps without regard to our business activities. Because of the lack of specific transaction information and our belief that quotations during the period were particularly sensitive to actual or anticipated volume of supply and demand, we do not believe that such quotations during these periods are necessarily reliable indicators of a trading market for the common stock.

Furthermore, the market price of our common stock may be subject to significant fluctuations in response to numerous factors, including: variations in our annual or quarterly financial results or those of our competitors; conditions in the economy in general; announcements of key developments by competitors; loss of key personnel; unfavorable publicity affecting our industry or us; adverse legal events affecting us; and sales of our common stock by existing stockholders.

Impact of Penny Stock Designation. Our common stock is designated as a “penny stock”"penny stock" under the Exchange Act, and the Commission has adopted rules which regulate broker-dealer practices in connection with transactions in “penny stocks”"penny stocks" (Rules 15g-2 through l5g-6 of the Exchange Act, which are referred to as the “penny"penny stock rules”rules"). Penny stocks generally are any non-NASDAQ equity securities with a price of less than $5.00, subject to certain exceptions. The penny stock rules require a broker dealer to: (a) deliver a standardized risk disclosure document established under the penny stock rules, (b) provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, monthly account statements showing the market value of each penny stock held in the customer’scustomer's account, (c) make a special written determination that the penny stock is a suitable investment for the purchaser, and (d) receive the purchaser’spurchaser's written agreement to the transaction. These disclosure and other requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a stock that is subject to the penny stock rules. Since our common stock is subject to the penny stock rules, persons holding or receiving such shares may find it more difficult to sell their shares. The market liquidity for the shares could be severely and adversely affected by limiting the ability of broker-dealers to sell the shares and the ability of shareholders to sell their stock in any secondary market.

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies. Historically, the Commission’sCommission's staff has taken the position that Rule 144 is not available for the resale of securities initially issued by companies that are, or previously were, blank check companies, to their promoters or affiliates despite technical compliance with the requirements of Rule 144. The Commission has formalized and expanded this position in recent amendments to Rule 144 which prohibit the use of Rule 144 for resale of securities issued by any shell companies (other than business combination related shell companies) or any issuer that has been at any time previously a shell company. The Commission has provided an exception to this prohibition, however, if the following conditions are met:

	·	the issuer of the securities that was formerly a shell company has ceased to be a shell company;
	·	the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
	·	the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and
	·	at least one year has elapsed from the time that the issuer filed current Form 10 type information with the Commission reflecting its status as an entity that is not a shell company (which can be furnished on any other applicable form).

As a result, our existing stockholders will not be able to sell the shares pursuant to Rule 144 without registration until one year after we have completed our business combination and have satisfied the four conditions of a former shell company as described above.

Dividends

Holders of the Company’sCompany's common stock are entitled to receive dividends when and if declared by its Board of Directors out of funds legally available therefore. The Company, however, has never declared any cash dividends on its common stock and does not anticipate the payment of cash dividends in the foreseeable future. We do not have earnings out of which to pay cash dividends. We may consider payment of dividends at some point in the future when and if we have earning sufficient for that purpose, but the declaration of dividends is at the discretion of the board of directors, and there is no assurance that dividends will be paid at any time.

Securities Authorized under Equity Compensation Plans

We do not presently maintain any equity compensation plans.

Recent Sales of Unregistered Securities

Set forth below are the sales of unregistered securities during the fiscal year ended September 30, 2013.2015.

	·	On July 2, 2013, Mr. Toomey electedadvanced the Company an aggregate of $60,000 on December 19, 2014 to convert twopay for the Company's ongoing business operations in exchange for a convertible promissory notes, dated February 20, 2013,note in a single transactionfavor of Mr. Toomey in aggregate principal amount of $35,000$60,000 bearing interest at a fixed rate of 3.5% per annum, payable from December 19, 2014, the date of that the actual loan was provided to the Company (the “February 2013"February 2015 Promissory Notes”Note"). The conversion rate forprincipal and accrued interest on the February 20132015 Promissory Notes was determined to be $0.0029 per share, resulting inNote is convertible into the issuance of 11,999,999 shares of common stock to Mr. Toomey. These shares of common stock of the Company were issued in reliance on Section 4(a)(2) ofby Mr. Toomey. The original conversion rate was a fixed at a price equal to $0.01 per share (subject to anti-dilution adjustments). On December 15, 2015, the Securities Act of 1933 (the “Securities Act”).Company and Mr. Toomey agreed to amend the February 2015 Note Agreement and the February 2015 Promissory Note to change the conversion rate to $1.00 per share and to clarify that it was immediately convertible.
	·	On August 31, 2013,In March 2015, Mr. Toomey electedadvanced the Company an aggregate of $60,000 to convert athe Company to pay for the Company's ongoing business operations in exchange for convertible promissory note, dated August 22, 2013,notes in aggregateamounts of $40,000 and $20,000 in favor of Mr. Toomey for the principal amount thereof, bearing fixed interest rates of $50,000 (the “August 2013 Promissory Note”). The conversion rate for3.5% per annum, payable from the August 2013 Promissory Note was determined to be $0.00075 per share, resulting in the issuance of 66,666,667 shares of common stock to Mr. Toomey. These shares of common stockdate of the Company were issued in reliance on Section 4(a)(2)actual advance (the "May 2015 Promissory Notes"), each bearing fixed interest rates of the Securities Act.

The February 2013 Promissory Notes were issued pursuant to the terms and conditions of a Convertible Promissory Note Purchase Agreement, effective as of February 20, 2013 (the “February 2013 Note Agreement”), by and between the Company and Mr. Toomey to evidence a $5,000 loan made by Mr. Toomey to the Company on April 30, 2012, and a $30,000 loan made to the Company on February 20, 2013. The outstanding principle balance of the February 2013 Promissory Notes were convertible into shares of the Company’s common stock at a conversion price equal to the average of the mean of the bid and asked prices of the shares for the ninety consecutive full trading days in which the shares were traded ending at the close of business of the fifth day preceding the conversion date. The interest rates on the February 2013 Promissory Notes were at a fixed rate of 3% per annum, payable from the date of the actual loan. Pursuant to the terms of the February 2013 Note Agreement, the Company agreed to obtain directors’ and officers’ liability insurance for each director of the Company reasonably satisfactory to Mr. Toomey in an amount of no less than $1,000,000 and, that following the conversion of the February 2013 Promissory Notes and obtaining such directors’ and officers’ liability insurance, it would (a) fix the size of the Board of Directors at three directors, (b) appoint Mr. Toomey to serve on the board of directors of the Company until the next annual meeting of stockholders, and (c) fill the remaining vacancy on the board in the future with the appointment of a person designated by Mr. Toomey who was reasonably satisfactory to the Company.

Pursuant to the terms of the February 2013 Note Agreement, Mr. Toomey was appointed to the board of directors on August 31, 2013, and James LaManna was appointed to the board of directors on September 13, 2013.

The August 2013 Promissory Note was issued pursuant to the terms and conditions of a Convertible Promissory Note Purchase Agreement, effective as of August 22, 2013 (the “August 2013 Note Agreement”), by and between the Company and Mr. Toomey to evidence a $50,000 loan made by Mr. Toomey to the Company on February 20, 2013. The outstanding principle balance of the August 2013 Promissory Note was convertible into shares of the Company’s common stock at a conversion price equal to the average of the closing prices of the shares for the ninety consecutive full trading days in which the shares were traded ending at the close of business of the fifth day preceding the conversion date. The interest rate on the August 2013 Promissory Note was at a fixed rate of 4%3.5% per annum, payable from the date of the actual loan. The principal and accrued interest on each of the May 2015 Promissory Notes is convertible into the common stock of the Company by Mr. Toomey. The original conversion rate was a fixed at a price equal to $0.01 per share (subject to anti-dilution adjustments). On December 15, 2015, the Company and Mr. Toomey agreed to amend the May 2015 Note Agreement and the each of the May 2015 Promissory Notes to change the conversion rate to $1.00 per share and to clarify that they were immediately convertible.

·

On September 8, 2015, Mr. Toomey advanced the Company an aggregate of $20,000 to pay for the Company's ongoing business operations in exchange for 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 September 8, 2015, the date of that the actual loan was provided to the Company (the "September 2015 Promissory Note"). The principal and accrued interest on the September 2015 Promissory Note is convertible into the common stock of the Company by Mr. Toomey. The September 2015 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 7, 2015, Mr. Toomey advanced the Company an aggregate of $20,000 to pay for the Company's ongoing business operations in exchange for the December 2015 Promissory Note, bearing fixed interest rates 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 is immediately exercisable and its conversion rate is a fixed at a price equal to $1.00 per share (subject to anti-dilution adjustments).

The February 2015 Promissory Note, each of the May 2015 Promissory Notes, the September 2015 Promissory Note, and the December Promissory Notewere issued in reliance on Section 4(a)(2) of the Securities Act of 1933 (the "Securities Act").

Transfer Agent

The transfer agent and registrar for our common stock is Manhattan Transfer Registrar Co., whose address is 57 Eastwood Road, Miller Place, NY 11764 and whose telephone number is 631-928-7655.

ITEM 6. SELECTED FINANCIAL DATA

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

ITEM 7. MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

This Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations discusses the operating results and financial condition of the Company for the fiscal years ended September 30, 20132015 and 2012.2014. The 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 our audited financial statements and the accompanying notes included elsewhere in this Form 10-K. 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 elsewhere in this Form 10-K.

Overview

Operations. Historically, we were engaged in the business of homebuilding and restorationThe Company has not conducted any substantial 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,since May 24, 2010, the Company defaulteddate on its loan agreements with AMI Holdings, Inc., a corporation controlled by Mr. Toomey and certain of his relatives ("AMI"), and on May 24, 2010which AMI foreclosed on and took possession of all of the Company’sCompany's then-existing operating entities. Following the foreclosure,entities ther than those sold by the Company has not engaged in any business activities and has conducted only minimal operations.to an entity affiliated with Mr. King.

During the fiscal yearyears ended September 30, 2012, our management concluded that it may be feasible to acquire a target company or business seeking the perceived advantages of being a publicly held corporation2013 and as a result, our management determined that it should explore opportunities to acquire other assets or business operations that will maximize shareholder value. Following that determination, as an initial step,2014, the Company made arrangementsundertook the following Reactivation Activities: (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 take the Preparatory ActionsState 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 as a result, the operations of the Company have been focused on preparing the Company for reactivation of(e) reactivate its suspended reporting obligations under Section 15(d) of the Securities Exchange Act. After it completes the Preparatory Actions,which had been suspended since 2011. On December 17, 2014, the Company will commence to investigatecompleted its Reactivation Activities and if such investigation warrants, merge or acquire an appropriate target company or business, if any.re-activated is filing obligations under the Exchange Act.

Our plan is to seek a business venture in which to participate. The selection of a business opportunity in which to participate is complex and extremely 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. NoBecause we have only recently completed the Reactivation Activities no specific assets or businesses have yet been identified andidentified. Further, there is no certainty that any such assets or business will be identified or any transactions will be consummated.

We expect to pursue our search for a business opportunity including consideration of a potential transaction involving FFS, 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. 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, in all probability, act without the consent, vote, or approval of our shareholders. A description of the manner in which we will pursue the search for and participation in a business venture is described in “Item"Item 1: Business”Business" above.

Financial Condition. We have not recorded revenues from operations during the fiscal years covered by our financial statements included in this Form 10-K and are not currently engaged in any business activities that provide cash flows. We do not expect to generate any revenues over the next 12 months.months, unless we enter into and complete a business combination transaction during that period of time. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. DuringWe had originally anticipated incurring costs during the next 12 months we anticipate incurring costsfiscal year ended September 30, 2015, related to: (i) investigating and analyzing potential business combination transactions; (ii) the preparation and filing of Exchange Act reports, and (iii) consummating an acquisition, if any. WeHowever, these efforts were postponed and are now expected to be undertaken, if at all, during the next 12 months, if practicable. To the extent that we pursue these activities in the upcoming fiscal year, we believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary, to be loaned by or invested in us by our shareholders, management or other investors.

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 consummation of an acquisition may have a severe negative impact on our ability to become a viable company. We estimate that the level of working capital needed for these general and administrative costs for the next twelve months will be approximately $100,000.

We have negative working capital, negative shareholders’shareholders' equity and have not earned any revenues from operations since the fiscal year ended September 30, 2011. Mr. Toomey, the Company’sCompany's principal stockholder and a director, has loaned the Company monies in the past to cover our operations and Preparatory Actions.the Reactivation Activities. However, we have no formal commitment that he will continue to provide the Company with working capital sufficient until we consummate a merger or other business combination with a target company or business operation. We are currently devoting our efforts to locating such targets. Our ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations. Our historical operating results disclosed in this Form 10-K are not meaningful to our future results.

Going Concern Issues

In its report dated December 17, 2014,21, 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 generated no operating revenues for the fiscal years ended September 30, 20132015 and 2012,2014, and we had an accumulated stockholders’stockholders' deficit of $2,260,399$322,294 as of September 30, 2013.2015. Furthermore, at September 30, 20132015 and 2012,2014, we had a retained deficit of $6,382,016$4,443,911 and $6,868,262,$6,467,054, respectively, and a working capital deficit of $1,968,505$72,294 at September 30, 2013.2015. As a result of our working capital deficiency and anticipated operating costs for the next twelve 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 therefore dependent upon future events, including our ability to raise additional capital and to generate positive cash flows.

Results of Operations

Comparison of Years Ended September 30, 20132015 and 20122014

Revenues.Because we currently do not have any business operations, we have not had any revenues during our fiscal years ended September 30, 20132015 and September 30, 2012.2014.

General and Administrative Expenses. We had operating expenses of $30,480$147,030 and $2,724$85,038 for the years ended September 30, 20132015 and 2012,2014, respectively. These expenses consisted of general and administrative expenses which were primarily comprised of professional fees associated with various corporate and accounting matters, and the cost of directors’directors' and officers’ insurance.officers' insurance, and the costs associated with the Reactivation Activities. The increase in such expenses for the year ended September 30, 20132015 was due to the preliminary Preparatoryincreased level of Reactivation Actions undertaken in 20132014 and the first quarter of 2015 to reactivate the Company’sCompany's suspended reporting obligations under Section 15(d) of the Exchange Act and the commencement of our directors’ and officers’ insurance during 2013. We anticipate that ourAct. Our general and administrative expenses will increase temporarily as we completedecreased following the completion of our PreparatoryReactivation Actions in December 2014 and then will be reduced andare expected to remain relatively low until such time as we effect a merger or other business combination with an operating business, if at all.

Other Income. During the fiscal year ended September 30, 2015, we were able to obtain documentation to substantiate that certain notes payable were previously settled in full and that certain other payables were no longer collectible obligations owed by the Company. Therefore, we recorded a gain on settlement or extinguishment of debt ("Debt Extinguishment") in the amount of $2,170,173 during the fiscal year ended September 30, 2015. These represent one-time gains experienced by the Company in 2015 and the Company does not expect to recognize any substantial amounts of similar settlements of certain accrued expenses in future periods.

Net Income (Loss). We recognized a net income of $486,246$2,023,143 for the fiscal year ended September 30, 20132015 as compared to a net loss of $2,609$85,038 for the fiscal year ended September 30, 2012.2014. The increase in net income in 2013for 2015 was due primarily to a gain of $782,918 from the settlement or extinguishment of accrued expensesdebt by the Company during the year, offset in part by $266,192 provision for income taxes and a $27,756an increase in general and administrative expenses attributable to the costs and expenses associated with the Preparatory Actions.Reactivation Activities.

Liquidity and Capital Resources

At September 30, 2013,2015, we had a working capital deficit of $1,968,505.$72,294. Current liabilities decreased to $1,972,947$81,667 at September 30, 20132015 from $2,807,419$1,986,920 at September 30, 20122014 primarily due to a $782,918 reductionan the Debt Extinguishment experienced in accrued expenses as a result of the settlement of such expenses in 2013.2015. Total assets decreased to $4,442$9,373 at September 30, 20132015 from $272,668$23,377 at September 30, 20122014 due to the usean increase in professional fees and a lower amount of the $266,192 deferred tax asset in 2013.working capital advanced by Mr. Toomey during 2015.

We had no material commitments for capital expenditures as of September 30, 20132015 and 2012.2014. 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 fiscal years ended September 30, 20132015 and 2012,2014, we have been reliant on monies loaned to us by Mr. Toomey to finance our operations and to pay the costs associated with the Preparatory Actions. On February 20, 2013,Reactivation Activities and the general corporate activities of the Company.

During the fiscal year ended September 30, 2015, the Company borrowed $140,000 from Mr. Toomey to pay for the Company's ongoing business operations and to pay the costs associated with the Reactivation Activities.

	·	on December 19, 2014, Mr. Toomey advanced $60,000 to the Company;
	·	on March 5, 2015, Mr. Toomey advanced $20,000 to the Company;
	·	on March 16, 2015, Mr. Toomey advanced $40,000 to the Company; and
	·	on September 8, 2015, Mr. Toomey advanced $20,000 to the Company.

The funds advanced on December 19, 2014, were acknowledged and formalized by the parties pursuant to a loan made toConvertible Promissory Note Purchase Agreement, effective as of February 10, 2015 (the "February 2015 Note Agreement"), by and between the Company on April 30, 2012 in the amount of $5,000, and borrowed an additional $30,000 by entering into the February 2013 Note AgreementMr. Toomey, and issuing the February 2013 Promissory Notes in favor of Mr. Toomey in principal amount of $35,000 bearing interest at a fixed rate of 3% per annum, payable from the date of that the actual loan was provided to the Company. On August 22, 2013, Mr. Toomey advanced an additional $50,000 to the Company pursuant to the August 2013 Note Agreement and the Company issued the August 20132015 Promissory Note in favor ofto Mr. Toomey in principal amount of $50,000 bearing interest at a fixed rate of 4% per annum.Toomey. The February 2013 Promissory Notes and the August 20132015 Promissory Note were bothis due upon demand and was convertible into shares of our common stock by Mr. Toomey at a fixed conversion price equal to $0.01 per share (subject to anti-dilution adjustments).

The funds advanced in March 2015 were acknowledged and formalized by the averageparties pursuant to a Convertible Promissory Note Purchase Agreement, effective as of closing pricesMay 13, 2015 (the "May 2015 Note Agreement"), by and between the Company and Mr. Toomey. Each of the advances made in March 2015 by Mr. Toomey in the amounts of $20,000 and $40,000 are evidenced by the May 2015 Promissory Notes. The May 2015 Promissory Notes are due upon demand and were convertible into shares for the ninety consecutive full trading days in which the shares were traded ending at the close of businessour common stock of the fifth day preceding the conversion date.Company by Mr. Toomey converted allat a fixed conversion price equal to $0.01 per share (subject to anti-dilution adjustments).

The funds advanced on September 8, 2015, were acknowledged and formalized by the parties pursuant to a Convertible Promissory Note Purchase Agreement, effective as of these notes duringDecember 15, 2015 (the "September 2015 Note Agreement"), by and between the fiscal year endedCompany and Mr. Toomey, and the September 30, 2013.2015 Promissory Note. The September 2015 Promissory Note is due upon demand and 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 proceeds from the February 20132015 Promissory Notes, the May 2015 Promissory Note, and the August 2013September 2015 Promissory NoteNotes were used primarily to the paying the operating expenses of the Company, including the amounts paid in connection with the Preparatory Actions,Reactivation Activities, to settle certain outstanding debt obligations, and payments of accounts payable and interest. We do not expect to achieve positive cash flow from operations until we have a regular source of revenue, which is adequate to cover the operating costs of the Company.

Because we do not have any revenues from operations, absent a merger or other business combination with an operating company or a public or private sale of our equity or debt securities, the occurrence of either of which cannot be assured, we will continue to be dependent upon future loans or equity investments from our present shareholders or management to fund operating shortfalls and do not foresee a change in this situation in the immediate future. We will attempt to raise capital for our current operational needs through loans from related parties, debt financing, equity financing or a combination of financing options. However, there are no existing understandings, commitments or agreements for extension of outstanding notes or an infusion of capital, and there are no assurances to that effect. Moreover, our need for capital may change dramatically if and during that period, we acquire an interest in a business opportunity. There can be no assurances that any additional financings will be available to us on satisfactory terms and conditions, if at all. Unless we can obtain additional financing, our ability to continue as a going concern is doubtful. Although Mr. Toomey has provided the necessary funds for the Company in the past, there is no existing commitment to provide additional capital. 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.

Subsequent EventsDevelopments

Between October 21, 2013 and September 17, 2014,On December 7, 2015, Mr. Toomey has advanced an additional $90,000$20,000 to the Company, to pay for the Company’s ongoing business operations, to settle certain of its outstanding debt obligations, and to pay the costs associated with the Preparatory Actions. On October 24, 2014, the Companywhich was acknowledged and formalized these loans by entering intothe parties pursuant to a Convertible Promissory Note Purchase Agreement, effective as of October 24, 2014December 15, 2015 (the “October 2014"December 2015 Note Agreement”Agreement"), by and between the Company and Toomey to evidence the following loans made by Mr. Toomey, and issuing the December 2015 Promissory Note to the Company:

Each of these advances are evidenced by a convertible promissory note in favor of Mr. Toomey for the principal amount thereof, bearing fixed interest rates of 3.5% per annum, payable from the date of the actual loan.Toomey. The outstanding principal and interest on each of these notes are payableDecember 2015 Promissory Note is due upon demand, by Mr. Toomey; provided, however, thatbut no demand for payment shall be made prior to earlier of: (a) June 1, 2015,than January 31, 2016, and (b) thirty (30) calendar days after the Company reactivates its reporting obligations under Section 15(d) of the Exchange Act. Each of these promissory notes is convertible into theshares of our common stock of the Company by Mr. Toomey at a fixed conversion price equal to $1.00 per share (subject to anti-dilution adjustments).

On December 15, 2015, the average ofCompany and Mr. Toomey agreed to amend (a) the mean of the bid and asked prices of the shares for the ninety consecutive full trading days in which the shares were traded ending at the close of business of the fifth day preceding the conversion date; but only when, and if, sufficient shares of authorized common stock exists under the Company’s certificate of incorporation. However, we do not currently have a sufficient number of authorized shares to convert the promissory notes issued pursuantFirst Amendment to the October 2014 Convertible Promissory Note Purchase Agreement, effective as of January 12, 2015, as subsequently further amended in Section 4.5 of the May 2015 Note Agreement ("October 2014 Note Agreement"), (b) the February 2015 Note Agreement, (c) the May 2015 Note Agreement, (d) each of the notes issued under the October 2014 Notes, comprised of amended and asrestated promissory notes Nos. 4 through 9 (the October 2014 Notes"), (e) the February 2015 Promissory Note, and (f) each of the May 2015 Promissory Notes to change the conversion rate to $1.00 per share and to clarify that each of the promissory notes were immediately convertible.

On December 15, 2015, the Board of Directors approved the issuance of, and prior to the date hereof the underlying promissory notes have not yet been converted intohas issued, 2 million shares of ourthe Company's common stock. Although we agreedstock 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 will record stock based compensation at the fair market value of the common stock on commitment date in the October 2014 Note Agreement to promptly submit an amendment to the Company’s certificate of incorporation to our stockholders to increase the number of authorized shares, Mr. Toomey has agreed to waive that requirement until June 30, 2016.quarter ended December 31, 2015.

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements.

Critical Accounting Policies and Estimates

We prepare our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”("GAAP"), which requires management to make certain estimates and assumptions and apply judgments. These financial statements contemplate that the Company will continue as a going concern for a reasonable period of time. Ultimately, our ability to continue as a going concern will depend on our ability to obtain additional financing to augment our working capital requirements and to support our business combination plans. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.

We base our estimates and judgments on historical experience, current trends, and other factors that management believes to be important at the time the financial statements are prepared; actual results could differ from our estimates and such differences could be material. We have identified below the critical accounting policies, which are assumptions made by management about matters that are highly uncertain and that are of critical importance in the presentation of our financial position, results of operations and cash flows. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation our financial statements.

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires managementus to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets, and liabilitiesif 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 thosethese estimates. Significant estimates that we have used in the preparation of our financial statements are as follows:

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

The Company follows the provisions of FASB ASC 740-10 “Uncertainty"Uncertainty in Income Taxes”Taxes" (ASC 740-10). A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there are not 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.

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. Potentially dilutive securities include stock options. The Company gives effect to these dilutive securities using the Treasury Stock Method. Potentially dilutive securities also include other convertible financial instruments. The Company gives effect to these dilutive securities using the If-Converted-Method.

New Accounting Pronouncements

For a description of recent accounting standards, including the expected dates of adoption and estimated effects, if any, on our financial statements, see “Note"Note 9: Recent Accounting Pronouncement”Pronouncement" in Part II, Item 8 of this Form 10-K.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

18

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Kingfish Holding Corporation

(formerly Kesselring Holding Corporation)

Sarasota, Florida

We have audited the accompanying balance sheets of Kingfish Holding Corporation (the “Company”"Company"), formerly Kesselring Holding Corporation, as of September 30, 20132015 and 20122014 and the related statements of operations, changes in stockholders’stockholders' deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Company’sCompany's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required at this time, to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’sCompany's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 20132015 and 20122014 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company did not have any operations or generate any revenues for the years ended September 30, 20132015 and 2012,2014, and has an accumulated deficit of $6,382,016$322,294 through September 30, 2013,2015, which raises a substantial doubt about its ability to continue as a going concern. Management's plan in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Warren Averett, LLC

Tampa, Florida

December 17, 201422, 2015

The accompanying notes are an integral part of these statementsthe financial statements.

The accompanying notes are an integral part of these statementsthe financial statements.

The accompanying notes are an integral part of these statementsthe financial statements.

22

The accompanying notes are an integral part of these statementsthe financial statements.

KINGFISH HOLDING CORPORATION

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 20132015 AND 20122014

1.

Business:

Our Business:

Kingfish Holding Corporation (the “Company”"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 our 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. The Company’sPrior 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’sCompany's last quarterly report Form 10-Q for the period ended June 30, 2009 was filed with the SEC on August 19, 2009.

Since discontinued operations in 2009,On December 17, 2014, the Company is reorganizingreactivated 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 structuring a capital campaign to seek suitable candidatesForms 10-Q for a business combination with a private company.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.

In June 2014, the FASB issued Accounting Standards Update No. 2014-10, “Development Stage Entities (Topic 915) Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. This ASU does the following among other things: a) eliminates the requirement to present inception-to-date information on the statements of income, cash flows, and shareholders’ equity, b) eliminates the need to label the financial statements as those of a development stage entity, c) eliminates the need to disclose a description of the development stage activities in which the entity is engaged, and d) amends FASB ASC 275, Risks and Uncertainties, to clarify that information on risks and uncertainties for entities that have not commenced planned principal operations is required. The amendments in ASU No. 2014-10 related to the elimination of Topic 915 disclosures and the additional disclosure for Topic 275 are effective for public companies for annual and interim reporting periods beginning after December 15, 2014. Early adoption is permitted. The Company has evaluated this ASU and determined that they will early adopt beginning with the annual period ending September 30, 2012.

Basis of presentation:

The preparation of financial statements in accordance with Accounting Principles Generally Acceptedaccounting 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’sCompany's financial statements, the Company has a retained deficit of $6,382,016$4,443,911 and $6,868,262 during the years ended$6,467,054 as of September 30, 20132015 and 2012,2014, respectively. The Company used cash of ($80,000)144,004) and ($6,732)76,623) in operating activities during the years ended September 30, 20132015 and 2012,2014, respectively. The Company has a working capital deficiency of ($1,968,505)72,294) at September 30, 20132015 that is insufficient in management‘smanagement'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’sCompany's ability to continue as a going concern for a reasonable period. Ultimately, the Company’sCompany's ability to continue as a going concern is dependent upon management’smanagement'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.

24

KINGFISH HOLDING CORPORATION

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2015 AND 2014

2.	Summary of Significant Accounting Policies (continued):

Use of estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. Significant estimates that we have made in the preparation of our financial statements are as follows:Actual results could differ from these estimates.

Escrow held by AttorneyCash::

The Company also had depositedCash is maintained at a retainer with its legal counsel, which funds were used to pay legal fees, various negotiated legal settlements,financial institution and, the cost and fees owedat times, balance may exceed federally insured limits. We have never experienced any losses related to the State of Delawarebalance. Currently, the FDIC provides insurance coverage up to $250,000 per depositor at each financial institution and the Company’s transfer agent. Therefore, the Company only had an insignificantour cash balance with our legal counsel atdid not exceed such coverage on September 30, 2013 and 2012.2015.

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

Income Taxes:

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

The Company follows the provisions of FASB ASC 740-10 “Uncertainty"Uncertainty in Income Taxes”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.

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. Potentially dilutive securities include stock options and warrants. The Company gives effect to these dilutive securities using the Treasury Stock Method. Potentially dilutive securities also include other convertible financial instruments.

KINGFISH HOLDING CORPORATION

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2015 AND 2014

2.	Summary of Significant Accounting Policies (continued):

The Company gives effect to these dilutive securities using the If-Converted-Method. For the years endedAt September 30, 2013 and 2012, zero and 2,790,2002015, convertible notes payable to related party of $230,000 can potentially convert into 23,000,000 shares of common stock, options and zeroresulting in diluted common stock warrants, respectively are not considered in ourshares outstanding of 139,712,987 as of September 30, 2015. 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. For the year ended September 30, 2013, 66,666,667 shares of common stock have been included in our basic and diluted net income per share calculations from the committment date. These shares were issued after September 30, 2013, but the Company was committed to issue the sharesanti-dilutive, at September 30, 2013.2014.

Accounts payable and accrued expenses are comprised of the followings:

As a result of the lack of documentation of payments or settlement agreements for reasonsreason described in Note 1, the Company was not able to definitively determine that these liabilities, with the exception of accrued rent and accrued severance, were settled with our vendors. Therefore, these liabilities will remainremained on the Company’sCompany's books until the statute of limitation expires which the Company estimates to be approximatelyexpired in 2015.

The Company also recorded approximately $744,000statute of past due rent from a leaselimitation expired in 2015. Accounts payable of office space. The lease was entered into between old management$1,508,245 and the lessor in August 2007. The Company defaulted on the lease payments and the lessor pursued legal action against the Company. In July 2008, the parties entered into a settlement agreement and mutual release which specified specific payment terms for the Company. In August 2013, the parties entered into another settlement agreement whereby the Company paid the lessor $29,648 as full and final settlement of the claim. As a result, the Company recorded approximately $714,000 of gain from settlement of accrued expenses asof $390,034 were written-off resulting in a resultgain on extinguishment of this settlement.debt of $1,898,279

Accrued severance represented severance pay owed to a former employee. In accordance with the employment agreement, the Company owed this individual $82,000 of severance pay at the time of termination. During the year ended September 30, 2013, the Company entered into a settlement agreement with this individual for $13,500. The Company recorded $68,500 of gain from settlement of accrued expenses as a result of this settlement.

Notes payable consisted of the following at September 30, 20132015 and 2012:2014:

		2015				2014
4.9% Note payable due August 2010 (a)		$	-			$	13,246
Auto Loan (a)			-				11,189
Prime Plus 4.5%, 1,000,000 bank credit facility (b) (c)			-				180,141
Loan on equipment (c)			-				67,318
		$	-			$	271,894

	(a)	(a)Documentation was obtained substantiating that these notes were satisfied in full. Therefore, the company recorded a gain on extinguishment of debt of $24,435 during the quarter ended December 31, 2014.
	(b)	On May 14, 2008, the Company entered into an agreement with a financial institution to provide up to $1,000,000 in secured credit, subject to certain limitations. This facility replaced a previous facility with another bank that had a limit of $300,000. Under this new facility, the Company is permitted to draw on an advance of up to 80% of certain eligible accounts receivable arising from our manufactured products segment.

KINGFISH HOLDING CORPORATION

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2015 AND 2014

4.	Notes Payable (Continued):

		The interest rate is prime plus 4.5%. The line is secured by the accounts receivable, inventory, and the unencumbered fixed assets of that segment. As part of the transaction, the lender was granted 150,000 shares of common stock having a fair market value of $15,000.
		The above notes were entered into with various financial institutions when the Company was an operating company. However, due to the lack of documentation of payments or settlement agreements for reason described in Note 1, the Company was not able to definitively determine that these notes were settled even though it appeared that the financial institutions repossessed the underlying collaterals. Therefore, these notes will remainremained on our books until the statute of limitation expires which we estimate to be between 2015expired in 2015.
	(c)	The statute of limitation expired in 2015. Notes payable of $181,141 and 2017.$67,318 were written-off resulting in a gain on extinguishment of debt of $247,459.

On February 20,October 21, 2013, the Company entered into a convertible note with a director for $5,000.$10,000. The note bears interest rate at 3%3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 15, 2013.1, 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 is convertible into the Company’sCompany's shares of common stock at the conversion price which is the average of the mean of the bid and ask prices for the ninety consecutive full trading days in which the shares were traded ending at the close of trading on the fifth business day preceding the conversion date. As a result of the variable feature associated with the conversion option, pursuant to ASC Topic 815, the Company bifurcated the conversion option, to determine the fair value of the conversion option. At the issuance date, the Company concluded that the derivative liability and the debt discount were not material to the financial statements.$0.01 per share.

On February 20,November 13, 2013, the Company entered into a convertible note with a director for $30,000.$10,000. The note bears interest rate at 3%3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 15, 2013.1, 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 is convertible into the Company’sCompany's shares of common stock at the conversion price which is the average of the mean of the bid and ask prices for the ninety consecutive full trading days in which the shares were traded ending at the close of trading on the fifth business day preceding the conversion date. As a result of the variable feature associated with the conversion option, pursuant to ASC Topic 815, the Company bifurcated the conversion option, to determine the fair value of the conversion option. At the issuance date, the Company concluded that the derivative liability and the debt discount were not material to the financial statements.$0.01 per share.

On July 2, 2013, the director elected to convert the above two notes into the Company’s common stock. The conversion price was determined to be $0.0029, resulting in the issuance of 11,999,999 shares of common stock to the director.

On August 22, 2013,January 13, 2014, the Company entered into a convertible note with a director for $50,000.$10,000. The note bears interest rate at 4%3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than AugustJune 1, 2015 or 30 2013.calendar days after the recommencement of the public company status as defined in the note agreement. The outstanding principle balance of the note is convertible into the Company’sCompany's shares of common stock at the conversion price which is the average of the closing prices for the ninety consecutive full trading days in which the shares were traded ending at the close of trading on the fifth business day preceding the conversion date.  As a result of the variable feature associated with the conversion option, pursuant to ASC Topic 815, the Company bifurcated the conversion option, to determine the fair value of the conversion option.  At the issuance date, the Company concluded that the derivative liability and the debt discount were not material to the financial statements.$0.01 per share.

On August 31, 2013,April 24, 2014, the Company entered into a convertible note with a director for $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 elected to convertbut no earlier than June 1, 2015 or 30 calendar days after the aboverecommencement of the public company status as defined in the note agreement. The outstanding principle balance of the note is convertible into the Company’s common stock. The conversion price was determined to be $0.00075, resulting in the conversion into 66,666,667Company's shares of common stock toat the director. These sharesconversion price of $0.01 per share.

On May 22, 2014, the Company entered into a convertible note with a director for $20,000. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were issued todue on demand by the director subsequent to Septemberbut no earlier than June 1, 2015 or 30 2013, therefore,calendar days after the Company recorded arecommencement of the public company status as defined in the note agreement. The outstanding principle balance of the note is convertible into the Company's shares of common stock payable for $50,000 at September 30, 2013.the conversion price of $0.01 per share.

Stock options - KINGFISH HOLDING CORPORATION

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2015 AND 2014

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

On September 17, 2014, the Company’s annual report Form 10-KSBCompany entered into a convertible note with a director for $20,000. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the fiscal yeardirector 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 is convertible into the Company's shares of common stock at the conversion price of $0.01 per share.

On February 10, 2015, the Company entered into a convertible note with a director for $60,000 advanced during the quarter ended December 31, 2014. 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 is convertible into the Company's shares of common stock at a fixed price of $.01 per share.

On May 13, 2015, the Company entered into a convertible note with a director for $20,000 advanced during the quarter ended March 31, 2015. 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 is convertible into the Company's shares of common stock at the conversion price of $0.01 per share.

On May 13, 2015, the Company entered into a convertible note with a director for $40,000 advanced during the quarter ended March 31, 2015. 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 is convertible into the Company's shares of common stock at the conversion price of $0.01 per share.

On December 15, 2015, the Company entered into a convertible note with a director for $20,000 advanced during the quarter ended September 30, 2008,2015. 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 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 had 2,790,200 options outstandingdetermined that the above convertible notes did not have a beneficial conversion feature to the note holder.

6.	Preferred Stock:

The Company is authorized to issue up to 20,000,000 shares of Preferred Stock with a weighted average exercise pricedesignations, rights and preferences determined from time to time by our Board of $0.13 and an aggregate weighted average remaining termDirectors. Accordingly, our Board of 4.48 years. Of these options, 2,450,200 shares were exercisable. These options had no intrinsic value onDirectors is empowered, without shareholder approval, to issue Preferred Stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the datevoting power or other rights of issuance and onthe holders of our Common Stock. The terms of the preferred stock have not been approved. As of September 30, 20132015 and 2012. There have been2014, there was no options granted or exercised since September 30, 2008Preferred Stock issued and all outstanding options expired on September 30, 2013.

Warrants – On the Company’s annual report Form 10-KSB for the fiscal year ended September 30, 2008, the Company had warrants outstanding to purchase 10,297,671 shares of our common stock.  The outstanding warrants range in exercise prices from $0.49 to $0.54 and had a weighted average remaining life of 2.57 years. There have been no warrants granted or exercised since September 30, 2008 and all outstanding warrants expired on September 30, 2013.

All compensation expense related to the above options and warrants have been previously recognized.outstanding.

KINGFISH HOLDING CORPORATION

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2015 AND 2014

7.7	Income Taxes:

The Company's provision (benefit) for income taxes was as follows:

		9/30/2015				9/30/2014
Current
Federal		$	-			$	-
State			-				-
Foreign			-				-
			-				-
Deferred
Federal			-				-
State			-				-
Total			-				-
Allocated to discontinued operations			-				-
Continuing operations		$	-			$	-

The income tax provision differs from the amount of tax determined by applying the Federal statutory rate as follows:

Net deferred tax assets and liabilities were comprised of the following:

		9/30/2015				9/30/2014
Long-term deferred tax assets (liabilities)
Net Operating Loss and Start Up Costs		$	536,945			$	1,224,814
Valuation Allowance			(536,945	)			(1,224,814	)
		$	-			$	-