KINGFISH HOLDING CORPORATION

BALANCE SHEETS

DECEMBER 31, 2023 (unaudited) AND SEPTEMBER 30, 202

The accompanying notes are an integral part of the financial statements.statements

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2023 AND 2022

 (UNAUDIED)

The accompanying notes are an integral part of the financial statements.statements

KINGFISH HOLDING CORPORATION

The accompanying notes are an integral part of the financial statements.STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE ENDED DECEMBER 31, 2023 AND 2022

(UNAUDITED)

KINGFISH HOLDING CORPORATION

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED DECEMBER  31, 2023 AND 2022

(UNAUDITED)

The accompanying notes are an integral part of the financial statements.statements

KINGFISH HOLDING CORPORATION

NOTES TO FINANCIAL STATEMENTS

MarchDecember 31, 2023

(unaudited)

1. Business:

Our Business:

Kingfish Holding Corporation (the “Company”) was incorporated in the State of Delaware on April 11, 2006 as Offline Consulting, Inc. It became Kesselring Holding Corporation on June 8, 2007 and on November 25, 2014 it changed its name to Kingfish Holding Corporation.

The primary business of the Company is to seek a suitable private company acquisition. The Company has not been engaged in any other business activity.

On October 28, 2022, the Company and Renovo Resource Solutions, Inc., a Florida corporation (“Renovo”), entered into an Agreement and Plan of Merger (the “Merger“Original Merger Agreement”), pursuant to which Renovo will be merged with and into the Company (the “Merger”), with the Company being the legal successor or surviving corporation in the Merger. Consummation of the Merger is subject to a number of conditions, including among others approval of the Merger Agreement by Renovo’s stockholders, the Company shall have been approved as a Secondary Metals Recycler under Section 538.25 of the Florida Statutes to be effective immediately following the closing of the Merger, and the satisfaction of certain other customary closing conditions.

On March 31, 2023, the parties entered into a First Amendment to the Merger Agreement (“First Amendment”) which amended the Original Merger Agreement to, among other things, extend the date for the closing of the Merger and to revise certain other provisions relating to a delay in the receipt of Renovo’s audited financial statements required as a condition for closing.

Subsequent to the date of the First Amendment, the Company was advised by the shareholders of Renovo (“Renovo Owners”) that, as the sole equity holders of 6 LLC, a Florida limited liability company owned and controlled by the shareholders of Renovo and which owns the buildings and property (“Property”) on which Renovo conducts its operations (“6 LLC”), that compliance by Renovo that it acquire 6 LLC prior to the Merger (“Acquisition Condition”) would have unanticipated material adverse tax consequences to the Renovo Owners.

On August 18, 2023, the parties entered into the Second Amendment pursuant to which, the parties have revised the Merger Agreement to, among other things: (i) eliminate the Acquisition Condition; (ii) require as a condition to the closing of the Merger that Renovo would take all steps necessary to cause: (a) 6 LLC to enter into the Lease with Renovo for the Property effective concurrently with or immediately after the closing of the Merger; and (b) 6 LLC and all of the 6 LLC Owners to enter into a Purchase Option Agreement with the surviving corporation; (iii) require delivery of the executed Purchase Option Agreement and Lease at the closing of the Merger, and (iv) extending the Outside Termination Date to October 31, 2023. On December 15, 2023, the Company and Renovo entered into a Letter Agreement which, among other things, again agreed to extend the Outside Terminate Date to March 31, 2024.

2. Summary of Significant Accounting Policies:

Basis of presentation:

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”)SEC and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the periods presented.three months ended December 31, 2023 and 2022.

Use of estimates:

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, if any at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Cash:

Cash is maintained at a financial institution and, at times, the balance may exceed federally insured limits. The Company has never experienced any losses related to the balance. Currently, the FDIC provides insurance coverage up to $250,000 per depositor at each financial institution and the Company’s cash balance did not exceed such coverage on MarchDecember 31, 2023.

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

Fair Value of Financial Instruments:

The carrying amounts of cash and current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. Management does not hold or issue financial instruments for trading purposes, nor does the Company utilize derivative instruments in the management of the Company'sCompany’s foreign exchange, commodity price or interest rate market risks.

The Financial Accounting Standards Board (“FASB”) Codification clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Revenue Recognition:

The Company recognizes revenues in accordance with Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers,” and all related interpretations for recognition of the Company'sour revenue from services. Revenue is recognized when the following criteria are met:

Income Taxes:

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

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

Net income (loss) per share:

Basic income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of outstanding common shares during the period of computation. Diluted loss per share gives effect to potentially dilutive common shares outstanding. The Company gives effect to these dilutive securities using the Treasury StockIf-Converted Method. Potentially dilutive securities include convertible financial instruments.

At MarchDecember 31, 2023 and 2022, convertible notes payable to related party of $90,000 can potentially convert into 90,000 shares of common stock. These shares have been excluded from the diluted net loss per share calculations because the effect of including them would be anti-dilutive at MarchDecember 31, 2023 and 2022.

Convertible Notes Payable:

The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. ASC 470-10 addresses classification determination for specific obligations, such as short-term obligations expected to be refinanced on a long-term basis, due-on-demand loan arrangements, callable debt, sales of future revenue, increasing rate debt, debt that includes covenants, revolving credit agreements subject to lock-box arrangements and subjective acceleration clauses. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt.

3. Going Concern:

As reflected in the Company’s financial statements, the Company has an accumulated deficit of $4,976,180 and $4,894,498$5,228,281 as of MarchDecember 31, 2023 and September 30, 2022, respectively.2023. The Company used cash of $186,330$51,805 and $59,563$153,640 in operating activities during the sixthree months ended MarchDecember 31, 2023 and 2022, respectively. The Company has a working capital deficiency of $335,873$637,974 at MarchDecember 31, 2023 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’s ability to continue as a going concern for a reasonable period. Ultimately, the Company’s ability to continue as a going concern is dependent upon management’s ability to continue to curtail current operating expense and obtain additional financing to augment working capital requirements and support acquisition plans. There can be no assurance that management will be successful in achieving these objectives or obtainingobtain financing under terms and conditions that are suitable. The accompanying financial statements do not include any adjustments associated with these uncertainties.

4. Convertible Notes Payable to Related Party:

The Company entered into a convertible note with a director for $20,000 effective December 7, 2015. The note bears interest at a rate of 3.5% per annum and all unpaid principal and interest are due on demand by the director. The outstanding principal balance of the note is convertible into the Company’s shares of common stock at the conversion price of $1.00 per share.

The Company entered into a convertible note with a director for $20,000 effective March 3, 2016. The note bears interest at a rate of 3.5% per annum and all unpaid principal and interest are due on demand by the director. The outstanding principal balance of the note is convertible into the Company’s shares of common stock at the conversion price of $1.00 per share.

The Company entered into a convertible note with a director for $30,000 effective July 11, 2016. The note bears interest at a rate of 3.5% per annum and all unpaid principal and interest are due on demand by the director. The outstanding principal balance of the note is convertible into the Company’s shares of common stock at the conversion price of $1.00 per share.

The Company entered into a convertible note with a director for $20,000 effective September 19, 2016. The note bears interest at a rate of 3.5% per annum and all unpaid principal and interest are due on demand by the director. The outstanding principal balance of the note is convertible into the Company’s shares of common stock at the conversion price of $1.00 per share.

The above transactions and amounts are not necessarily what third parties would have agreed to.

5. NoteNotes Payable to Related Party:

The Company entered into a note to convert prior advances in a note payable with Mr. Toomey, a director, for $130,000 effective February 1, 2021. The note2021 Promissory Note bears interest, commencing on the date of the loan, at an initial rate of 2% per annum and the note matures on December 31, 2023. The maturity date of the note will accelerate and be due and payable immediately upon any change of control, merger, or other business combination (as defined in the note). If the maturity date is extended for any reason whatsoever (including in connection with an acceleration event), the note will bear interest at a rate of 5% per annum, commencing on the date of any such extension. The note is not convertible into shares of the Company’s common shares.Common Stock. On December 15, 2023, Mr. Toomey and the Company entered into Amendment to the 2021 Promissory Note to extend the maturity date of the 2021 Promissory Note to March 31, 2024.

The Company entered into a note with Mr. Toomey, a director, for $50,000 effective March 7, 2022. The note bears interest, commencing on the date of the loan, at an initial rate of 2% per annum and the note matures on December 31, 2024. The maturity date of the note will accelerate and be due and payable immediately upon any change of control, merger, or other business combination (as defined in the note). If the maturity date is extended for any reason whatsoever (including in connection with an acceleration event), the note will bear interest at a rate of 5% per annum, commencing on the date of any such extension. The note is not convertible into shares of the Company’s common shares.Common Stock.

Pursuant to the terms of the Original Merger Agreement, Renovo loaned $200,000 in principal amount to the Company on October 28, 2022 (the “Renovo Loan”). The Renovo Loan is evidenced by a promissory note dated October 22, 2022 issued by the Company to Renovo. The Renovo Promissory Note bears interest, commencing on the date of the loan, at an initial rate of 6% per annum and the note matures on October 28, 2024. No payments of principal or interest are due prior to the maturity date and on such date all such amounts are payable in full. The Company may prepay the amounts owed under the Renovo Promissory Note at any time without any prepayment penalties. In the event of a default by the Company under the Renovo Promissory Note, the outstanding principal amount, accrued and unpaid interest, and all other amounts payable under the Renovo Promissory Note shall become immediately due and payable without notice, declaration, or other act on the part of the Renovo. On August 18, 2023, Renovo and the Company negotiated and entered into an addendum to the Renovo Promissory Note, dated August 18, 2023 (the “Renovo Promissory Note Addendum”), providing that in the event that the Merger does not close, the Company may issue shares of Common Stock to Renovo in order to satisfy its obligations under the Renovo Promissory Note, including all accrued interest.

Mr. Toomey, Lori M. Toomey (Mr. Toomey’s wife), Kristen N. Toomey (Mr. Toomey’s adult daughter), and their affiliates (the “Toomey Debtholders”) have certain affiliate loans to Renovo (the “Renovo Affiliate Debt”), which, if the Merger is consummated, the Company will assume in connection with the Merger and which will be payable by the surviving corporation post-closing in accordance with the terms of the Renovo Affiliate Debt.

The above transactions and amounts are not necessarily what third parties would have agreed to.

6. Advances from Related Party:

During the period ended December 31, 2023, Renovo paid various professional fees on behalf of the Company amounting to $225,519 as of December 31,2023. These advances are non-interest bearing and unsecured.

The above transactions and amounts are not necessarily what third parties would have agreed to.

7. Preferred StockStock:

The Company is authorized to issue up to 20,000,000 shares of Preferred Stock with designations, rights and preferences determined from time to time by the Company’sour Board of Directors.Directors. Accordingly, the Companyour Board of Directors is empowered, without shareholder approval, to issue Preferred Stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of the Company’sour Common Stock. The terms of the Preferred Stockpreferred stock have not been approved. As of MarchDecember 31, 2023 and September 30, 2022, there was no Preferred Stock issued and outstanding.

7. 8. Income Taxes:

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

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:

The following is a reconciliation of the applicable federal income tax as computed at the federal statutory tax rate to the actual income taxes reflected in the Statements of Operations for the three months ended December 31, 2023 and 2022

The tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising from operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related tax deferred assets will be recognized when management considers realization of such amounts to be more likely than not.

The Company’s earliest tax year that remains subject to examination by all tax jurisdictions was September 30, 2016.

8. 9. Rescission Liability:

On November 20, 2009, the Company issued 2,000,000 shares of its common stock to pay for services valued at $20,000. The issuance of these shares was declared invalid by the court since they were issued by prior management who did not have the authority to do so since they were validly removed on November 16, 2009. These shares remained outstanding at MarchDecember 31, 2023 and will be returned to the Company’s transfer agent upon locating the holder of these shares.

9. 10. Recent Accounting Pronouncements:

Recent pronouncements issued by the FASB, the American Instituteinstitute of Certified Public Accountants (“AICPA”) and the SECCommission did not have a material impact ofon the Company’s present or future financial statements.

10. 11. Commitments and Contingencies:

During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, “Contingencies.”“Contingencies”. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of MarchDecember 31, 2023 and the date the statements are available for use,2022, the Company is not aware of any contingent liabilities that should be reflected in the financial statements.

11. Subsequent Events:

In accordance with ASC 855, “Subsequent Events,” the Company has analyzed it operations subsequent to March 31, 2023 to the date these financial statements were issued, and has determined that it does not have any other material subsequent events to disclose in these financial statements.

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

This Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses the operating results and financial condition of the Company for the fiscal quarters ended MarchDecember 31, 2023 and 2022. 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 financial statements and the accompanying notes included elsewhere in this quarterly report. Our results of operations and financial condition, as reflected in the accompanying statements and related notes, are subject to management’s evaluation and interpretations of business conditions, changing market conditions and other factors. Historical results and trends which might appear should not be taken as indicative of future operations. The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of various factors, including those discussed in our Form 10-K for the fiscal year ended September 30, 2022.factors.

A NOTE ABOUT FORWARD-LOOKING STATEMENTS

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

These potential risks and uncertainties include, but are not limitedThe following factors, among others, could cause actual results 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 merger, acquisition, or other combination transaction with a business prospect; economic, political and market conditions;differ materially from those described in the general scrutiny and limitations placed on “blank check” and “shell” companies under applicable governmental regulatory oversight; interest rate risk; government and industry regulation that might affect future operations; potential change of control transactions resulting from merger, acquisition, or combination with a business prospect; the potential dilution in our equity (both economically and in voting power) that might result from future financing or from merger, acquisition, or combination activities; and other factors.forward-looking statements:

 With respect to the proposed Merger, the following additional factors, among others, could cause actual results to differ materially from those described in the forward-looking statements

If any of these risks or uncertainties materializes or any of these assumptions proves incorrect, the results of the Company or the combined company following completion of the Merger could differ materially from the forward-looking statements.  All written or oral forward-looking statements that are made or attributable to us are expressly qualified in their entirety by this cautionary notice.  The forward-looking statements included herein are only made as of the date of this Quarterly Report on Form 10-Q for the fiscal quarter ended MarchDecember 31, 2023 (this “Form 10-Q”).  We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

Operations.

The primary business of the Company is to seek a suitable private company acquisition or other business combination.  The Company has not been engaged in any other business activity during the period covered by thethis Form 10-Q.

As a preliminary step to seeking such a business combination transaction, during the fiscal year ended September 30,

On October 28, 2022, the Company filed with the SEC all of its delinquent reports on Forms 10-K for the fiscal years ended September 30, 2016 through 2021, as well as all delinquent Forms 10-Q for the September 30, 2021 fiscal year (“Filing Updates”) and all Forms 10-Q for the fiscal year ended September 30, 2022.

The Company and Renovo entered into an Agreement and Plan of Merger on October 28, 2022, which was amended on March 31, 2023 (collectively, the “Merger(“Original Merger Agreement”), pursuant to which (i)(a) Renovo will be merged with and into the Company (the “Merger”) in accordance with the provisions of the Delaware General Corporation Law (the “DGCL”) and the separate corporate existence of Renovo shall thereupon cease, and (ii)(b) the Company shall be the legal successor or surviving corporation in the Merger.

The parties agreed to enterOn March 31, 2023, the Company and Renovo entered into the amendmentFirst Amendment to the Merger Agreement because(“First Amendment”) which amended the required auditOriginal Merger Agreement to, among other things; (i) extend the outside termination date for the closing as set forth in the Original Merger Agreement (the “Outside Termination Date”) to May 31, 2023, (ii) reduce the number of shares of the Company’s common stock issuable to the holders of Renovo common shares upon consummation of the Merger; and (iii) revise certain other provisions relating to a delay in the receipt of Renovo’s audited financial statements required as a condition for closing.

On August 17, 2023 the board of directors of the Company approved and, on August 18, 2023, the related disclosuresCompany entered into the Second Amendment to be included in the Company’s Form 8-K filingMerger Agreement (the “Second Amendment”) with Renovo.  Pursuant to the Second Amendment, the Merger Agreement was amended to, among other things: (i) eliminate the condition that Renovo acquire 6 LLC, a Florida limited liability company owned and controlled by the shareholders of Renovo that owns the buildings and property (“Property”) on which Renovo conducts its operations (“6 LLC”) prior to the Merger; (ii) require as a condition to the closing of the Merger that Renovo take all steps necessary to cause: (a) 6 LLC to enter into a new lease agreement (the “Lease”), with an initial term of two years for the Property on terms reasonably satisfactory to the Company with Renovo effective concurrently with or immediately after the closing of the Merger; and (b) 6 LLC and all of the 6 LLC owners to grant the surviving corporation an exclusive option to purchase 6 LLC for a period of five years following the closing of the Merger had not yet been completed(“Purchase Option”) and were unlikely to be completed prior toenter into an agreement regarding the originalPurchase Option with the surviving corporation (the “Purchase Option Agreement”); (iii) require delivery of the executed Purchase Option Agreement and Lease at the closing of the Merger, and (iv) extend the Outside Termination Date of Marchto October 31, 2023. The delay in

On December 15, 2023, the completion of the auditCompany and the preparation of the other required disclosures for the post-Merger Form 8-K by Renovo was unanticipated and, asentered into a result thereof, the partiesletter agreement (the “Letter Agreement”), whereby they again agreed to extend the Outside Termination Date. Further, as a resultTerminate Date to March 31, 2024 and to reduce the number of this delay, Renovo also did not consummate its acquisition of 6, LLC priordirectors that will be appointed to the February 23, 2023 maturity dateCompany’s board of 6 LLC’s loan with Hancock Whitney Bank (“Bank Loan”) and, as a result,directors by Renovo following the Bank Loan was not assumed byMerger.  With respect to the Company prior to such maturity date. As a consequencecomposition of the Renovo’s failure to assumeboard of directors following the Bank Loan or 6, LLC’s pay offMerger, Kristen N. Toomey, one of the Bank Loan priorprospective Renovo appointees, has subsequently informed the parties that she will not serve on the board of directors following the Merger.  Accordingly, pursuant to the such maturity date, 6 LLC and Renovo were in default ofLetter Agreement, the Bank Loan and were requiredparties have determined to negotiate a revised loan agreement with Hancock Whitney Bank, resulting inrevise the payment of a $6,000 fee for a loan extension and an increase in the interest rate thereon from 4% to 6.5%. Accordingly, the revised terms of the Bank LoanMerger Agreement to only expand the Board to six directors and appoint only Randall A. Moritz, Keri A. Moritz, and Lori M. Toomey as previously disclosed Renovo appointees to the board of directors following the consummation of the Merger.

The Original Merger Agreement, the First Amendment, the Second Amendment, and the costs ofLetter Agreement are referred to collectively herein as the extension adversely affected the economic impact of the Merger anticipated by the parties and, as compensation to the Company for this adverse impact, the parties have agreed that the reduced Exchange Ratio described below.“Merger Agreement”.

Under the terms of the Merger Agreement, as amended, the Company will engage in a 1-for-500 reverse stock split prior to the Merger and, at the effective time of the Merger, (“Effective Time”), each outstanding common share, no par value, of Renovo (“Renovo Stock”) will be converted into and will represent the right to receive 6,000 shares (“Exchange Ratio”) of common stock, par value $0.0001 per share, of the Company (“Company Stock”), after giving effect to the reverse stock split.Reverse Stock Split (as defined below). The Exchange Ratio isshall be fixed and no adjustment willshall be made under any circumstances other than with respect to certain anti-dilution provision of the Merger Agreement. No fractional sharesshare of the Company Stock will be issued pursuant to the Merger. To the extent that a holder of Renovo Stock would otherwise have been entitled to receive a fraction of a share of Company Stock (after taking into account all certificates delivered by such holder), such holder shall receive, in lieu thereof, an additional fraction of a share of the Company Stock rounded up to the nearest whole share of the Company Stock.

Upon executionConsummation of the Merger is subject to a number of conditions, including among others, the following: (i) approval of the Merger Agreement by Renovo’s stockholders (“Renovo Stockholder Approval”), (ii) the Company, as the surviving corporation in the Merger, shall have been approved as a Secondary Metals Recycler under Section 538.25 of the Florida Statutes to be effective immediately following the closing of the Merger, (iii) Renovo shall have provided the Company with a loan in principal amount of approximately $200,000 (the “Renovo(“Renovo Loan”), as evidenced by a promissory note, (“Renovo Promissory Note”), to provide the funds necessary for the Company to continue operations and consummate the transactions contemplated by the Merger Agreement.Agreement (“Renovo Promissory Note”), (iv) the Company shall have entered into a Registration Rights Agreement, a copy of which is attached as Exhibit A to the Original Merger Agreement, with each of the Renovo shareholders, (v) each of the Renovo shareholders shall have entered into an Investment Letter which is attached as Exhibit B to the Original Merger Agreement, (vi) the execution and delivery of the Lease by and between Renovo and 6 LLC, a copy of each which is attached as Exhibit A to the Second Agreement, (vii) the execution and delivery the Purchase Option Agreement by and between the Company and 6 LLC, a copy of each which is attached as Exhibit B to the Second Agreement, (viii) there shall not have been any material adverse effects on the operations of Renovo, (ix) there shall not have been certain additional adverse legal proceedings commenced against the Company or Renovo which prevents the consummation of the Merger transactions, and (x) the satisfaction of certain other customary closing conditions. The Renovo Stockholder Approval and the Renovo Loan conditions have been satisfied as of the date hereof.

AlthoughIn addition to the parties have executedconditions described above, the closing of the Merger Agreement,transaction also is conditioned upon the approval and prior implementation of an amendment to the Amended and Restated Certificate of Incorporation of the Company to effect (a) a 1-for-500 reverse stock split, such that every holder of Company Stock shall receive one share of Company Stock for every 500 shares of Company Stock held prior to such reverse stock split, and all fractional shares resulting therefrom will be rounded up to the nearest whole share; and (b) a corresponding reduction of the number of authorized shares of Company Stock from 200,000,000 to 20,000,000 shares and the number of shares of Company’s preferred stock from 20,000,000 to 2,000,000 shares (collectively, the “Reverse Stock Split”).

Further, under the rules and regulations of the Securities and Exchange Commission (“Commission”) , the Company, as amended,a shell company, is required to file a Form 8-K within four business days following the close of such merger transaction that includes certain information relating to the post-Merger surviving corporation as would be required in a Form 10 filed under the Exchange Act, including without limitation, all required disclosures concerning the post-Merger operations and management of the Company and all required consolidated and pro forma financial statements (“Merger Form 8-K”). The ability to prepare the Merger Form 8-K will be largely dependent on the ability of Renovo to furnish the Company with audited financial statements and other information necessary to prepare such Merger Form 8-K. As a result, as a condition to the closing of the Merger, Renovo is required to provide the Company with all information concerning Renovo and the Renovo Owners as the Company may reasonably request in connection with preparing such Merger Form 8-K disclosures. If Renovo is unable to timely furnish such information to the Company, of which there is no assurance, that the partiesMerger Agreement may be terminated and the Merger transaction will not be able to consummate a Merger transaction.consummated.

The foregoing description of the Merger Agreement and Renovo Promissory Note dodoes not purport to be complete and is qualified in its entirety by reference to (a) the complete text of theOriginal Merger Agreement, a complete and Renovo Promissory Note,true copy of which arehas been filed as ExhibitsExhibit 1.1 and 1.2, respectively, to the Company’sour Current Report on Form 8-K filed with the Commission on October 31, 2022 (“Original Merger Form 8-K”), and is incorporated herein by reference, (b) the complete text of the First Amendment, to Agreementa complete and Plantrue copy of Merger, dated March 31, 2023, which ishas been filed as Exhibit to 2.1 to the Company’sour Current Report on Form 8-K filed with the Commission on April 3, 2023, and is incorporated herein by reference, (c) the information set forth inSecond Amendment, a complete and true copy of which has been filed as Exhibit to 2.1 to our Current Report on Form 8-K filed with the Company’sCommission on August 21, 2023 (“Second Amendment Form 8-K”), and is incorporated herein by reference, and (d) the Letter Agreement, a complete and true copy of which has been filed as Exhibit to 2.4 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2022.2023 filed with the Commission on December 19, 2023 (“2023 Form 10-K”), and is incorporated herein by reference .

Financial Condition.  We did not record revenues from operations during the fiscal quarter covered by our financial statements included in this Form 10-Q and are not currently engaged in any business activities that provide cash flows.  We do not expect to generate any revenues during the current fiscal year unless we are able to enter into and complete a business combination, such asclose the Merger transaction. Our abilityor we are otherwise able to continue as a going concern is dependent upon our abilitysecure additional financing to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitablecontinue operations.

We have negative working capital, negative shareholders’ equity and have not earned any revenues from operations since the fiscal year ended September 30, 2011. Because we have had no revenues from operations and do not own any significant assets against which we can borrow funds, we historically had relied on funds furnished by Mr. Toomey, a principal shareholder, director and secretary of the Company, through both convertible and non-convertible loans.

However, following our determination that the business environment was more favorable to pursue our strategy, Mr. Toomey again provided us with nonconvertible loans in 2020 to recommence our operations.

In connection with the Merger transaction,Agreement, Renovo provided the Company borrowed funds from Renovo pursuant to the Renovo Promissory Note. We anticipate the proceeds fromwith the Renovo Loan will be sufficient to fund our operations throughand, following the date on whichexecution of the Merger is consummated.Agreement, has paid various professional fees on behalf of the Company as described below.  If we consummate the Merger, we believe that we will generate sufficient revenue from our operations to fund our operations and our debt obligations.

Our ability to continue as a going concern also is dependent upon our ability to close the Merger transaction or, if the Merger transaction is not closed, to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations.  Other than the Merger, we do not have any current plans, understandings or agreements with respect to the raising of such funds.

If, however, we are unable to consummate the Merger or the Merger is otherwise terminated, we will likely need to identify additional sources of financing to continue funding our business activities and repayment of our debt obligations, including those under the Renovo Promissory Note, until such time as we may consummate a merger or business contribution, if ever, with another target company or operation.  Under such circumstances, we may need to seek funds through additional sales of debt or equity securities or by some other means. Although Mr. Toomey has provided us with additional debt financing from time to time, we have no formal commitment that Mr. Toomey or any other person or entity will provide the Company with working capital sufficient to maintain operations until we consummate a merger or other business combination with a target company. 

Except as described herein as it relates to the proposed Merger, we have no specific plans, understandings or agreements with respect to the raising of any additional financings, and we may seek to raise the required capital by the issuance of equity or debt securities or by other means. Furthermore, a failure to consummate the Merger may adversely affect our ability to raise additional capital through Mr. Toomey or any other person or entity.

Since we have no such arrangements or plans currently in effect to raise additional capital in(other than the event that the Merger is not consummated,proposed merger described herein), our limited ability to raise funds to continue operations and to seek an acquisition may have a severely negative impact on our ability to become a viable company.  Our historical operating results disclosed in this Form 10-Q are not meaningful to our future results.

Results of Operations

Comparison of Three Months Ended MarchDecember 31, 2023 and 2022

Revenues. Because we currently do not have any business operations, we have not had any revenues during the three months ended MarchDecember 31, 2023 and MarchDecember 31, 2022.

Operating Expenses. We had operating expenses of $32,691$51,805 and $36,126$40,515 for the three months ended MarchDecember 31, 2023 and March 31, 2022, respectively. The decreaseincrease in expenses for the three months ended MarchDecember 31, 2023 as compared to the three months year ended MarchDecember 31, 2022 were primarily due to a decrease inongoing professional fees.fees associated with the Merger.

Other Expenses. We had interestinterest expense of $4,666$4,675 and $1,514$3,810 for the three months ended MarchDecember 31, 2023 and 2022, respectively. The interest expenses in 2023 increased from those in 2022 due to the accrued interest on the increased amount of outstanding debt.

Net Income (Loss). We recognized a net loss of $37,357$56,480 and $37,640$44,325 for the three months ended MarchDecember 31, 2023 and March 31, 2022, respectively. The decrease in net loss was attributed to a decrease in professional fees.

Comparison of Six Months Ended March 31, 2023 and 2022

Revenues. Because we currently do not have any business operations, we have not had any revenues during the six months ended March 31, 2023 and March 31, 2022.

Operating Expenses. We had operating expenses of $73,206 and $59,563 for the six months ended March 31, 2023 and March 31, 2022, respectively. The increase in operating expenses was directly attributed to the payment of additional professional fees incurred in connection with the Renovo Related Fees and interest expenses incurred during the six-month period.

Other Expenses. We had interest expense of $8,476 and $2,952 for the six months ended March 31, 2023 and 2022, respectively. The interest expenses in 2023 increased from those in 2022 due to the accrued interest on the increased amount of outstanding debt.

Net Income (Loss). We recognized a net loss of $81,682 and $62,515 for the six months ended March 31, 2023 and MarchDecember 31, 2022, respectively. The increase in net loss was directly attributed to the payment of additionalan increase in professional fees incurred in connection with the Renovo Related Fees incurred during the current fiscal quarter and interest expenses incurred during the six-month period.fees.

Liquidity and Capital Resources

As of MarchDecember 31, 2023, the Company had limited cash resources and we had a working capital deficit of $335,873.$637,974. Our current liabilities were $349,789$639,369 at MarchDecember 31, 2023 and $324,437$532,889 at September 30, 2022.2023. Our total assets increased from $246remained unchanged at $1,395 as of December 31, 2023 and at September 30, 2022 to $13,916 at March 31, 20232023.  Our assets were unchanged due to unsecured and non-interest bearing advances made by Renovo to the receiptCompany to facilitate the completion of fundsthe merger. Liabilities increased from the Renovo Loan.$802,889 to $859,369 principally due to increase in taxes payable of approximately $112,000.

.

Other than our anticipated consummation of the Merger, we had no material commitments for capital expenditures as of MarchDecember 31, 2023.  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.

We have entered into various lending arrangements with related parties to finance our activities in connection with (a) the reactivation of our reporting obligations in 2014 that had been suspended since 2011 under Section 15(d) of the Exchange Act, (b) the preparation and filing as of March 2, 2022 (“Filing Updates”) of all of the Company’s periodic reports on Form 10-K under the Exchange Act that were not filed from the end of the fiscal year ended September 30, 2016 to the end of the fiscal year ended September 30, 2021, and (c) the negotiation of the Merger transaction and preparation for potential closing of the transaction. Set forth below is a summary of our outstanding debt obligations.

The Company entered into a convertible note with James K. Toomey, the Company’s corporate secretary and a director (“Mr. Toomey”) for $20,000 effective December 7, 2015.  The note bears interest at a rate of 3.5% per annum and all unpaid principal and interest are due on demand by the director.  The outstanding principal and accrued interest balance of the note, which is $25,729 as of December 31, 2023, is convertible into the Company’s shares of common stock at the conversion price of $1.00 per share.

The Company entered into a convertible note with Mr. Toomey for $20,000 effective March 3, 2016.  The note bears interest at a rate of 3.5% per annum and all unpaid principal and interest are due on demand by the director.  The outstanding principal balance and accrued interest of the note, which is $25,473 as of December 31, 2023, is convertible into the Company’s shares of common stock at the conversion price of $1.00 per share.

The Company entered into a convertible note with Mr. Toomey for $30,000 effective July 11, 2016.  The note bears interest at a rate of 3.5% per annum and all unpaid principal and interest are due on demand by the director.  The outstanding principal balance and accrued interest of the note, which is $37,842 as of December 31, 2023, is convertible into the Company’s shares of common stock at the conversion price of $1.00 per share.

The Company entered into a convertible note with Mr. Toomey for $20,000 effective September 19, 2016.  The note bears interest at a rate of 3.5% per annum and all unpaid principal and interest are due on demand by the director.  The outstanding principal balance and accrued interest of the note, which is $25,089 as of December 31, 2023, is convertible into the Company’s shares of common stock at the conversion price of $1.00 per share.

The Company entered into a note to convert prior advances in a note payable with Mr. Toomey for $130,000 effective February 1, 2021 (the “2021 Promissory Note”). The note bears interest, commencing on the date of the loan, at an initial rate of 2% per annum and the note originally matured on December 31, 2023. As of December 31, 2023, the 2021 Promissory Note had an outstanding principal balance and accrued interest of $137,720.  The maturity date of the note will accelerate and be due and payable immediately upon any change of control, merger, or other business combination (as defined in the note). If the maturity date is extended for any reason whatsoever (including in connection with an acceleration event), the note will bear interest at a rate of 5% per annum, commencing on the date of any such extension. The note is not convertible into shares of the Company’s Common Stock.  On December 15, 2023, Mr. Toomey and the Company entered into Amendment to the 2021 Promissory Note (“2021 Promissory Note Amendment”) to extend the maturity date of the 2021 Promissory Note to December 31, 2024. The foregoing description of the 2021 Promissory Note Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2021 Promissory Note Amendment, a copy of which is filed as Exhibit 10.9 to the 2023 Form 10-K and incorporated into this Form 10-Q by reference.

Following the completion of the Filing Updates, the Company borrowed $50,000 in aggregate principal amount from Mr. Toomey (the “Toomey Loan”). The Toomey Loan is evidenced by a consolidated promissory note, dated March 7, 2022, issued by the Company to Mr. Toomey (the “2022 Promissory Note”). The 2022 Promissory Note bears interest, commencing on the date of the loan, at an initial rate of 2% per annum and the note matures on December 31, 2024.  As of December 31, 2023, the 2022 Promissory Note had an outstanding principal balance and accrued interest of $51,805.  The maturity date of the 2022 Promissory Note will accelerate and be due and payable immediately upon any change of control, merger, or other business combination (as defined in the 2022 Promissory Note).  If the maturity date is extended for any reason whatsoever (including in connection with an acceleration event), the 2022 Promissory Note will bear interest at a rate of 5% per annum, commencing on the date of any such extension. The 2022 Promissory Note is not convertible into our common shares.  The proceeds of the Toomey Loan were used to pay outstanding amounts owed for professional services, to pay operating expenses, and to pursue the Company’s acquisition strategy. 

On October 28, 2022, the Company and Renovo entered into the Merger Agreement, pursuant to which Renovo will be merged with and into the Company, with the Company being the legal successor or surviving corporation in the Merger. Pursuant to the terms of the Merger Agreement, Renovo loaned $200,000 in principal amount to the Company on October 28, 2022 (referred to as the Renovo Loan).  The Renovo Loan is evidenced by a consolidated promissory note, dated October 28, 2022, issued by the Company to Renovo (referred to as the Renovo Promissory Note). 

The Renovo Promissory Note bears interest, commencing on the date of the loan, at an initial rate of 6% per annum and the note matures on October 28, 2024. No payments of principal or interest are due prior to the maturity date and on such date all such amounts are payable in full. As of December 31, 2023, the Renovo Promissory Note had an outstanding principal balance and accrued interest of $213,973. The Company may prepay the amounts owed under the Renovo Promissory Note at any time without any prepayment penalties. In the event of a default by the Company under the Renovo Promissory Note, the outstanding principal amount, accrued and unpaid interest, and all other amounts payable under the Renovo Promissory Note shall become immediately due and payable without notice, declaration, or other act on the part of the Renovo.

The proceeds of the Renovo Loan have been used to provide the funds necessary for the Company to continue operations and consummate the transactions contemplated by the Merger Agreement.

On August 18, 2023, Renovo and the Company negotiated and entered into an addendum to the Renovo Promissory Note (the “Renovo Promissory Note Addendum”), providing that in the event that the Merger does not close, the Company may issue shares of Company Stock to Renovo in order to satisfy its obligations under the Renovo Promissory Note, including all accrued interest.

A complete copy of the Renovo Promissory Note is filed as Exhibit 2.2 to the Original Merger Form 8-K filed with the Commission and a complete copy of the Renovo Promissory Note Addendum is filed as Exhibit to 10.1 to the Second Amendment Form 8-K filed with the Commission, each of which is incorporated herein by reference.

In addition to the Renovo Promissory Note, Renovo has paid various professional fees on behalf of the Company amounting to approximately $226,000 as of December 31, 2023. These advances are non-interest bearing and unsecured.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedure

Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in reports filed under the Exchange Act is accumulated and communicated to management, including the principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this annual report.quarterly report on Form 10-Q. Based upon that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as of the end of such period, our disclosure controls and procedures were not effective as of MarchDecember 31, 2023 due to material weaknessweaknesses in our internal control over financial reporting in providing reasonable assurance in timely alerting management to material information relating to the Company and that information required to be disclosed in our reports is recorded, processed, summarized, and reported as required to be included in our periodic filings with the Commission. Due to the Company’s limited resources and staffing, management has not developed a plan to mitigate the above material weaknesses. Despite the existence of these material weaknesses, the Company believes the financial information presented herein is materially correct and in accordance with generally accepted accounting principles in the United States.

However, in the event that the Merger is consummated, we will thoroughly evaluate a number of steps to enhance our disclosure controls and procedures, as well as our internal control over financial reporting, and address these material weaknesses, including: appointing specific financial reporting personnel with technical accounting and financial reporting experience, adopting policies to ensure proper internal communications and review in connection with non-routine transactions, enhancing our internal review procedures during the financial statement closing process, and designing and implementing journal entry procedures and controls.

Changes in Internal Control over Financial Reporting

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

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

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

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, AND USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

None.

ITEM 3. DEFAULTS ONUPON SENIOR SECURITIES

Not Applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

None.