Kingfish Holding Corp - Quarter Report: 2016 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended June 30, 2016

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

Commission File Number 000-52375

(941) 870-2986

(Registrant's Telephone Number, Including Area Code)

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

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

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

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

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

KINGFISH HOLDING CORPORATION

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

KINGFISH HOLDING CORPORATION

BALANCE SHEETS

JUNE 30, 2016 AND SEPTEMBER 30, 2015

The accompanying notes are an integral part of these statements.

KINGFISH HOLDING CORPORATION

STATEMENTS OF OPERATIONS - UNAUDITED

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

The accompanying notes are an integral part of these statements.

KINGFISH HOLDING CORPORATION

STATEMENTS OF CASH FLOWS - UNAUDITED

FOR THE NINE MONTHS ENDED JUNE 30, 2016 AND 2015

The accompanying notes are an integral part of these statements.

KINGFISH HOLDING CORPORATION

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2016

(unaudited)

Our Business:

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

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

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

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

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

KINGFISH HOLDING CORPORATION

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2016

(unaudited)

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

Use of estimates:

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

Cash:

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

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

Income Taxes:

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

KINGFISH HOLDING CORPORATION

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2016

(unaudited)

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

Stock for service:

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

Net income (loss) per share:

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

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

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

KINGFISH HOLDING CORPORATION

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2016

(unaudited)

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

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

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

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

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

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

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

KINGFISH HOLDING CORPORATION

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2016

(unaudited)

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

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

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

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

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

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

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

KINGFISH HOLDING CORPORATION

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2016

(unaudited)

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

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

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

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

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

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

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

A NOTE ABOUT FORWARD-LOOKING STATEMENTS

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

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

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

Overview

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

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

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

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

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

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

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

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

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

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

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

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

Going Concern Issues

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

Results of Operations

            Comparison of Three Months Ended June 30, 2016 and 2015

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

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

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

Comparison of Nine Months Ended June 30, 2016 and 2015

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

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

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

Liquidity and Capital Resources

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

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

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

These funds were used to pay for the Company's ongoing business operations, consisting primarily of professional fees. The funds advanced to the Company on December 7, 2015 were acknowledged and formalized by the parties pursuant to a Convertible Promissory Note Purchase Agreement, effective as of December 15, 2015 (the "December 2015 Note Agreement"), by and between the Company and Mr. Toomey, and the issuance of a convertible promissory note in favor of Mr. Toomey in aggregate principal amount of $20,000 bearing interest at a fixed rate of 3.5% per annum, payable from December 7, 2015, the date that the actual loan was provided to the Company (the "December 2015 Promissory Note"). The December 2015 Promissory Note is convertible into shares of our common stock by Mr. Toomey at a fixed conversion price equal to $1.00 per share (subject to anti-dilution adjustments).

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

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

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

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

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

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedure

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

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

Changes in Internal Control over Financial Reporting

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

PART II

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

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

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

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

ITEM 3. DEFAULTS ON SECURITIES

Not Applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

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

ITEM 6. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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* Exhibit Filed Herewith

SIGNATURES

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

INDEX TO EXHIBITS

* Exhibit Filed Herewith