Kingfish Holding Corp (Form: 10-K, Received: 12/23/2015 10:19:21)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended September 30, 2015

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

Commission File Number 000-52375

Kingfish Holding Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware

20-4838580

(State or Other Jurisdiction of
Incorporation or Organization)

(IRS Employer
(Identification No.)

2641 49th Street, Sarasota, Florida

34234

(Address of Principal Executive Offices)

(Zip Code)

(941) 870-2986

(Registrant's Telephone Number, Including Area Code)

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

Title of Each Class

Name of Each Exchange
On Which Registered

None

None

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

None

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

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

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

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

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

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

Large Accelerated Filer:

¨

Accelerated Filer:

¨

Non-Accelerated Filer:

¨

Smaller Reporting Company:

x

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

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

As of December 18, 2015, the number of issued and outstanding shares of common stock of the registrant was 120,712,987.

Documents Incorporated By Reference: None

Kingfish Holding Corporation

ANNUAL REPORT ON FORM 10-K

For The
Fiscal Year Ended September 30, 2015

TABLE OF CONTENTS

Item Number in
Form 10-K

Page

PART I

Item 1.

Business

4

Item 1A.

Risk Factors

9

Item 1B.

Unresolved Staff Comments

9

Item 2.

Properties

9

Item 3.

Legal Proceedings

9

Item 4.

Mine Safety Disclosures

9

PART II

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

10

Item 6.

Selected Financial Data

13

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

13

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

18

Item 8.

Financial Statements and Supplementary Data

19

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

31

Item 9A.

Controls and Procedures

31

Item 9B.

Other Information

32

PART III

Item 10.

Directors ,Executive Officers and Corporate Governance

33

Item 11.

Executive Compensation

36

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

36

Item 13.

Certain Relationships and Related Transactions, and Director Independence

37

Item 14.

Principal Accountant Fees and Services

38

PART IV

Item 15.

Exhibits and Financial Statement Schedules

39

A NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (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, 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 Annual Report on Form 10-K for the fiscal year ended September 30, 2015 (this "Form 10-K"). We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

PART I

ITEM 1. BUSINESS

Background

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

On May 18, 2007, we entered into a reverse merger transaction pursuant to a Share Exchange Agreement whereby we acquired Kesselring Corporation, a Florida corporation, that was engaged in the business of homebuilding and restoration operations in central Florida and in the manufacture of building products from operations located in the State of Washington. Following the completion of the reverse merger transaction, the Company formed a wholly-owned subsidiary named Kesselring Holding Corporation, a Delaware corporation, and engaged in a merger transaction with this subsidiary, pursuant to which the Company was the surviving entity, to effect a name change of the Company from "Offline Consulting, Inc." to "Kesselring Holding Corporation." A Certificate of Ownership was filed with the Secretary of State of the State of Delaware, effective as of June 8, 2007.

During the fiscal year ended September 30, 2010, the Company defaulted on its loan agreements with AMI Holdings, Inc., a corporation controlled by James K. Toomey, an officer and director of the Company ("Mr. Toomey"), and certain of his relatives ("AMI"), and on May 24, 2010 AMI foreclosed on and took possession of all of the Company's then-existing operating entities. In addition, in order settle an indebtedness with Gary E. King, a former officer and director of the Company, and to Kenneth Craig, the Company's then-President, on May 24, 2010, the Company sold its remaining assets to an entity affiliated with Mr. King. Following the foreclosure and this sale of assets, the Company no longer held any operating entities and was not engaged in any business operations.

On September 16, 2011, the Company, having only 69 holders of record and no significant assets, filed a Form 15 with the U.S. Securities and Exchange Commission (the "Commission") 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 Securities Exchange Act of 1934 (the "Exchange Act") which had been suspended since 2011 (all such actions, collectively, the "Reactivation Activities").

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

Commencing in late 2012 and continuing through the date of the filing of this Form 10-K, Mr. Toomey has loaned to the Company the funds necessary to pay for the costs associated with the Reactivation Activities and compliance with its filings under the Exchange Act (primarily professional fees). In order to limit the Company's debt burdens, these loans were evidenced by promissory notes convertible into common stock of the Company ("Convertible Notes").

Business Strategy

Currently, the Company intends to seek suitable candidates for a business combination with a private company, including a potential combination and financing transaction involving Florida Fuel Solutions, LLC, a Florida limited liability company controlled by certain of our directors ("FFS"). The Company, however, only recently completed its Reactivation Activities and continues to undertake an evaluation of the business combination alternatives and the potential target companies or business partners available to achieve the Company's strategic objectives. Furthermore, because management believes that an improved balance sheet with less liabilities is an important factor for achieving any such strategic objectives, the Company decided to delay an active efforts to pursue any such transactions until a significant amount of such liabilities were no longer a part of its balance sheet. As a result, the Company has not yet commenced any negotiations or entered into a letter of intent or other undertaking with any potential target company or business, including FFS. However, the Company believes that its balance sheet has improved significantly since last year and, as a result, management will consider whether to actively pursue such transactions during the ensuing year.

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

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

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

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

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

·

Potential for growth, indicated by new technology, anticipated market expansion or new products

·

The extent to which the business opportunity can be advanced

·

Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources

·

The cost of participation by the Company as compared to the perceived tangible and intangible values and potentials

·

Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole

·

The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items

·

Strength and diversity of management, either in place or scheduled for recruitment

·

Other relevant factors

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

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

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

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

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

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

Form of Acquisition

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

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

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

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

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

Competition

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

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

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

Employees

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

ITEM 1A. RISK FACTORS

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

ITEM 1B. UNRESOLVED STAFF COMMENTS

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

ITEM 2. PROPERTIES

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

ITEM 3. LEGAL PROCEEDINGS

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

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

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

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

Market Information

Price History. There has only been limited and sporadic trading of our common stock following the suspension of our reporting obligations under Section 15(d) of the Exchange Act on September 16, 2011 and since the reactivation of our reporting obligations under the Exchange Act on December 17, 2014. Although there is no established trading market for our shares of common stock, our common stock is quoted by the OTC Markets Group, Inc. on the pink sheets in their OTC Pink - No Information tier under the symbol "KSSH". There is no assurance that an active trading market will ever develop or, if such a market does develop, that it will continue.

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

High

Low

Year Ended September 30, 2015:

First Quarter (10/1/14 to 12/31/14)

$ 0.0100

$ 0.0035

Second Quarter (1/1/15 to 3/31/15)

$ 0.0088

$ 0.0040

Third Quarter (4/1/15 to 6/30/15)

$ 0.0083

$ 0.0025

Fourth Quarter (7/1/15 to 9/30/15)

$ 0.0031

$ 0.0021

Year Ended September 30, 2014:

First Quarter (10/1/13 to 12/31/13)

$ 0.0020

$ 0.0006

Second Quarter (1/1/14 to 3/31/14)

$ 0.0050

$ 0.0030

Third Quarter (4/1/14 to 6/30/14)

$ 0.0090

$ 0.0040

Fourth Quarter (7/1/14 to 9/30/14)

$ 0.0050

$ 0.0040

The numbers of holders of record of our common stock on December 18, 2015 was approximately 69. On December 18, 2015, the last reported sale price of the common stock as quoted by the OTC Markets Group, Inc. on the pink sheets in the OTC Pink - No Information tier was $0.0023 per share.

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

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

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

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

·

the issuer of the securities that was formerly a shell company has ceased to be a shell company;

·

the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

·

the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and

·

at least one year has elapsed from the time that the issuer filed current Form 10 type information with the Commission reflecting its status as an entity that is not a shell company (which can be furnished on any other applicable form).

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

Dividends

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

Securities Authorized under Equity Compensation Plans

We do not presently maintain any equity compensation plans.

Recent Sales of Unregistered Securities

Set forth below are the sales of unregistered securities during the fiscal year ended September 30, 2015.

·

Mr. Toomey advanced the Company an aggregate of $60,000 on December 19, 2014 to pay for the Company's ongoing business operations in exchange for a convertible promissory note in favor of Mr. Toomey in aggregate principal amount of $60,000 bearing interest at a fixed rate of 3.5% per annum, payable from December 19, 2014, the date of that the actual loan was provided to the Company (the "February 2015 Promissory Note"). The principal and accrued interest on the February 2015 Promissory Note is convertible into the common stock of the Company by Mr. Toomey. The original conversion rate was a fixed at a price equal to $0.01 per share (subject to anti-dilution adjustments). On December 15, 2015, the Company and Mr. Toomey agreed to amend the February 2015 Note Agreement and the February 2015 Promissory Note to change the conversion rate to $1.00 per share and to clarify that it was immediately convertible.

·

In March 2015, Mr. Toomey advanced the Company an aggregate of $60,000 to the Company to pay for the Company's ongoing business operations in exchange for convertible promissory notes in amounts of $40,000 and $20,000 in favor of Mr. Toomey for the principal amount thereof, bearing fixed interest rates of 3.5% per annum, payable from the date of the actual advance (the "May 2015 Promissory Notes"), each bearing fixed interest rates of 3.5% per annum, payable from the date of the actual loan. The principal and accrued interest on each of the May 2015 Promissory Notes is convertible into the common stock of the Company by Mr. Toomey. The original conversion rate was a fixed at a price equal to $0.01 per share (subject to anti-dilution adjustments). On December 15, 2015, the Company and Mr. Toomey agreed to amend the May 2015 Note Agreement and the each of the May 2015 Promissory Notes to change the conversion rate to $1.00 per share and to clarify that they were immediately convertible.

·

On September 8, 2015, Mr. Toomey advanced the Company an aggregate of $20,000 to pay for the Company's ongoing business operations in exchange for a convertible promissory note in favor of Mr. Toomey in aggregate principal amount of $20,000 bearing interest at a fixed rate of 3.5% per annum, payable from September 8, 2015, the date of that the actual loan was provided to the Company (the "September 2015 Promissory Note"). The principal and accrued interest on the September 2015 Promissory Note is convertible into the common stock of the Company by Mr. Toomey. The September 2015 is immediately exercisable and its conversion rate is a fixed at a price equal to $1.00 per share (subject to anti-dilution adjustments).

·

On December 7, 2015, Mr. Toomey advanced the Company an aggregate of $20,000 to pay for the Company's ongoing business operations in exchange for the December 2015 Promissory Note, bearing fixed interest rates of 3.5% per annum, payable from the date of the actual loan. The principal and accrued interest on the December 2015 Promissory Note is convertible into the common stock of the Company by Mr. Toomey. The December 2015 is immediately exercisable and its conversion rate is a fixed at a price equal to $1.00 per share (subject to anti-dilution adjustments).

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

Transfer Agent

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

ITEM 6. SELECTED FINANCIAL DATA

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

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

General

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 years ended September 30, 2015 and 2014. The discussion and analysis set forth below is intended to assist you in understanding the financial condition and results of our operations and should be read in conjunction with our audited financial statements and the accompanying notes included elsewhere in this Form 10-K. The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of various factors, including those discussed elsewhere in this Form 10-K.

Overview

Operations . The Company has not conducted any substantial operations since May 24, 2010, the date on which AMI foreclosed on and took possession of all of the Company's then-existing operating entities ther than those sold by the Company to an entity affiliated with Mr. King.

During the fiscal years ended September 30, 2013 and 2014, the Company undertook the following Reactivation Activities: (a) reconstitute a full board of directors, (b) update and complete its corporate records and corporate governance documents, including the payment of any franchise fees and taxes owed to 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 Securities Exchange which had been suspended since 2011. On December 17, 2014, the Company completed its Reactivation Activities and re-activated is filing obligations under the Exchange Act.

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

We expect to pursue our search for a business opportunity primarily through our officers and directors, although other sources, such as professional advisors, securities broker-dealers, venture capitalists, members of the financial community, and others, may present unsolicited proposals. Our activities are subject to several significant risks that arise primarily as a result of the fact that we have no specific target company or business and may acquire or participate in a business opportunity based on the decision of management which will, in all probability, act without the consent, vote, or approval of our shareholders. A description of the manner in which we will pursue the search for and participation in a business venture is described in "Item 1: Business" above.

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

We have no specific plans, understandings or agreements with respect to the raising of such funds, and we may seek to raise the required capital by the issuance of equity or debt securities or by other means. Since we have no such arrangements or plans currently in effect, our inability to raise funds for the consummation of an acquisition may have a severe negative impact on our ability to become a viable company. We estimate that the level of working capital needed for these general and administrative costs for the next twelve months will be approximately $100,000.

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

Going Concern Issues

In its report dated December 21, 2015, our auditors, Warren Averett, LLC expressed an opinion that there is substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. We generated no operating revenues for the fiscal years ended September 30, 2015 and 2014, and we had an accumulated stockholders' deficit of $322,294 as of September 30, 2015. Furthermore, at September 30, 2015 and 2014, we had a retained deficit of $4,443,911 and $6,467,054, respectively, and a working capital deficit of $72,294 at September 30, 2015. As a result of our working capital deficiency and anticipated operating costs for the next twelve months, we do not have sufficient funds available to sustain our operations for a reasonable period without additional financing. Our continuation as a going concern is therefore dependent upon future events, including our ability to raise additional capital and to generate positive cash flows.

Results of Operations

Comparison of Years Ended September 30, 2015 and 2014

Revenues. Because we currently do not have any business operations, we have not had any revenues during our fiscal years ended September 30, 2015 and September 30, 2014.

General and Administrative Expenses. We had operating expenses of $147,030 and $85,038 for the years ended September 30, 2015 and 2014, respectively. These expenses consisted of general and administrative expenses which were primarily comprised of professional fees associated with various corporate and accounting matters, the cost of directors' and officers' insurance, and the costs associated with the Reactivation Activities. The increase in such expenses for the year ended September 30, 2015 was due to the increased level of Reactivation Actions undertaken in 2014 and the first quarter of 2015 to reactivate the Company's suspended reporting obligations under Section 15(d) of the Exchange Act. Our general and administrative expenses decreased following the completion of our Reactivation Actions in December 2014 and are expected to remain relatively low until such time as we effect a merger or other business combination with an operating business, if at all.

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

Net Income (Loss). We recognized income of $2,023,143 for the fiscal year ended September 30, 2015 as compared to a net loss of $85,038 for the fiscal year ended September 30, 2014. The income for 2015 was due primarily to the settlement or extinguishment of debt by the Company during the year, offset in part by an increase in general and administrative expenses attributable to the costs and expenses associated with the Reactivation Activities.

Liquidity and Capital Resources

At September 30, 2015, we had a working capital deficit of $72,294. Current liabilities decreased to $81,667 at September 30, 2015 from $1,986,920 at September 30, 2014 primarily due to an the Debt Extinguishment experienced in 2015. Total assets decreased to $9,373 at September 30, 2015 from $23,377 at September 30, 2014 due to an increase in professional fees and a lower amount of working capital advanced by Mr. Toomey during 2015.

We had no material commitments for capital expenditures as of September 30, 2015 and 2014. However, if we are able to execute our business plan as anticipated in the future, we would likely incur substantial capital expenditures and require additional financing to fund such expenditures.

During fiscal years ended September 30, 2015 and 2014, we have been reliant on monies loaned to us by Mr. Toomey to finance our operations and to pay the costs associated with the Reactivation Activities and the general corporate activities of the Company.

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

·

on December 19, 2014, Mr. Toomey advanced $60,000 to the Company;

·

on March 5, 2015, Mr. Toomey advanced $20,000 to the Company;

·

on March 16, 2015, Mr. Toomey advanced $40,000 to the Company; and

·

on September 8, 2015, Mr. Toomey advanced $20,000 to the Company.

The funds advanced on December 19, 2014, were acknowledged and formalized by the parties pursuant to a Convertible Promissory Note Purchase Agreement, effective as of February 10, 2015 (the "February 2015 Note Agreement"), by and between the Company and Mr. Toomey, and issuing the February 2015 Promissory Note to Mr. Toomey. The February 2015 Promissory Note is due upon demand and was convertible into shares of our common stock by Mr. Toomey at a fixed conversion price equal to $0.01 per share (subject to anti-dilution adjustments).

The funds advanced in March 2015 were acknowledged and formalized by the parties pursuant to a Convertible Promissory Note Purchase Agreement, effective as of May 13, 2015 (the "May 2015 Note Agreement"), by and between the Company and Mr. Toomey. Each of the advances made in March 2015 by Mr. Toomey in the amounts of $20,000 and $40,000 are evidenced by the May 2015 Promissory Notes. The May 2015 Promissory Notes are due upon demand and were convertible into shares of our common stock of the Company by Mr. Toomey at a fixed conversion price equal to $0.01 per share (subject to anti-dilution adjustments).

The funds advanced on September 8, 2015, were acknowledged and formalized by the parties pursuant to a Convertible Promissory Note Purchase Agreement, effective as of December 15, 2015 (the "September 2015 Note Agreement"), by and between the Company and Mr. Toomey, and the September 2015 Promissory Note. The September 2015 Promissory Note is due upon demand and is convertible into shares of our common stock by Mr. Toomey at a fixed conversion price equal to $1.00 per share (subject to anti-dilution adjustments).

The proceeds from the February 2015 Promissory Notes, the May 2015 Promissory Note, and the September 2015 Promissory Notes were used primarily to the paying the operating expenses of the Company, including the amounts paid in connection with the Reactivation Activities, to settle certain outstanding debt obligations, and payments of accounts payable and interest. We do not expect to achieve positive cash flow from operations until we have a regular source of revenue, which is adequate to cover the operating costs of the Company.

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

Subsequent Developments

On December 7, 2015, Mr. Toomey advanced an additional $20,000 to the Company, which was 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 issuing the December 2015 Promissory Note to Mr. Toomey. The December 2015 Promissory Note is due upon demand, but no earlier than January 31, 2016, and is convertible into shares of our common stock by Mr. Toomey at a fixed conversion price equal to $1.00 per share (subject to anti-dilution adjustments).

On December 15, 2015, the Company and Mr. Toomey agreed to amend (a) the First Amendment to the October 2014 Convertible Promissory Note Purchase Agreement, effective as of January 12, 2015, as subsequently further amended in Section 4.5 of the May 2015 Note Agreement ("October 2014 Note Agreement"), (b) the February 2015 Note Agreement, (c) the May 2015 Note Agreement, (d) each of the notes issued under the October 2014 Notes, comprised of amended and restated promissory notes Nos. 4 through 9 (the October 2014 Notes"), (e) the February 2015 Promissory Note, and (f) each of the May 2015 Promissory Notes to change the conversion rate to $1.00 per share and to clarify that each of the promissory notes were immediately convertible.

On December 15, 2015, the Board of Directors approved the issuance of, and prior to the date hereof has issued, 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 will record stock based compensation at the fair market value of the common stock on commitment date in the quarter ended December 31, 2015.

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements.

Critical Accounting Policies and Estimates

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

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

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us 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. Actual results could differ from these estimates.

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 not unrecognized benefits for all periods presented. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefit in interest expense and penalties in operating expenses.

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

New Accounting Pronouncements

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

ITEM 7A. 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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Kingfish Holding Corporation

Sarasota, Florida

We have audited the accompanying balance sheets of Kingfish Holding Corporation (the "Company"), as of September 30, 2015 and 2014 and the related statements of operations, changes in stockholders' deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2015 and 2014 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

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

/s/ Warren Averett, LLC

Tampa, Florida

December 22, 2015

KINGFISH HOLDING CORPORATION

BALANCE SHEETS

SEPTEMBER 30, 2015 AND 2014

2015

2014

ASSETS

Current assets:

Cash

$ 9,373

$ 13,377

Prepaid expense

-

10,000

Total Assets

$ 9,373

$ 23,377

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:

Accounts payable

$ 81,667

$ 1,596,886

Accrued expenses

-

390,034

Total Current Liabilities

81,667

1,986,920

Long Term Liabilities:

Notes payable

-

271,894

Convertible notes payable to related party

230,000

90,000

Rescission liability

20,000

20,000

Total Long Term Liabilities

250,000

381,894

Total Liabilities

331,667

2,368,814

Stockholders' Deficit:

Preferred stock, par $0.0001, 20,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2015 and 2014, respectively

-

-

Common stock, par $0.0001, 200,000,000 shares authorized, 116,712,987 shares issued and outstanding at September 30, 2015 and 2014, respectively

11,672

11,672

Paid in capital

4,129,945

4,129,945

Retained deficit

(4,443,911 )

(6,467,054 )

Rescission liability

(20,000 )

(20,000 )

(322,294 )

(2,345,437 )

Total Liabilities and Stockholders' Deficit

$ 9,373

$ 23,377

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

KINGFISH HOLDING CORPORATION

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED SEPTEMBER 30, 2015 AND 2014

2015

2014

Expenses:

Professional fees

$ 143,351

$ 62,763

Insurance

-

21,917

Office supplies

30

-

Postage

88

138

Telephone

1,853

-

Taxes and licenses

1,708

220

General and Administrative Expenses

147,030

85,038

Other Income:

Gain from settlement of accrued expenses

2,170,173

-

Total Other Income

2,170,173

-

Net Income (Loss) Before Income Taxes

2,023,143

(85,038 )

Provision for income taxes

-

-

Net Income (Loss)

$ 2,023,143

$ (85,038 )

Basic net income (loss) per share

$ 0.02

$ (0.00 )

Diluted net income (loss) per share

$ 0.02

$ (0.00 )

Basic weighted average common shares outstanding

116,712,987

116,712,987

Diluted common shares outstanding

139,712,987

116,712,987

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

KINGFISH HOLDING CORPORATION

SEPTEMBER 30, 2015 AND 2014

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

Common Stock

Common Stock Payable

Rescission Liability

Retained

Deficit

Shares

Par $0.0001

Paid In Capital

Total

Balance, September 30, 2013

50,046,320

$ 5,005

$ 50,000

$ 4,086,612

$ (20,000 )

$ (6,382,016 )

$ (2,260,399 )

Conversion of common stock payable

66,666,667

6,667

(50,000 )

43,333

-

-

-

Conversion of related party notes payable

-

-

-

-

-

-

-

Net (Loss)

-

-

-

-

-

(85,038 )

(85,038 )

Balance September 30, 2014

116,712,987

11,672

-

4,129,945

(20,000 )

(6,467,054 )

(2,345,437 )

Conversion of common stock payable

-

-

-

-

-

-

-

Net Income

-

-

-

-

-

2,023,143

2,023,143

Balance, September 30, 2015

116,712,987

$ 11,672

$ -

$ 4,129,945

$ (20,000 )

$ (4,443,911 )

$ (322,294 )

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

KINGFISH HOLDING CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 2015 AND 2014

2015

2014

Cash Flows From Operating Activities:

Net income (loss)

$ 2,023,143

$ (85,038 )

Adjustments to reconcile net income (loss) to net cash used by operations:

Gain on extinguishment of accounts payable, accrued expenses, and notes payable

(2,170,173 )

-

Changes in operating assets and liabilities:

Escrow held by attorney

-

1,109

Prepaid expenses

10,000

(6,667 )

Accounts payable and accrued expenses

(6,974 )

13,973

Net Cash flows used by operating activities

(144,004 )

(76,623 )

Cash Flows From Financing Activities:

Proceeds from note payable to related party

140,000

90,000

Net Cash flows from financing activities

140,000

90,000

Net Increase (Decrease) in Cash

(4,004 )

13,377

Cash at the beginning of year

13,377

-

Cash at the end of the year

$ 9,373

$ 13,377

Non-cash Transaction Disclosures:

Common stock issued for common stock payable

$ -

$ 50,000

Extinguishment of notes payable

$ 271,894

$ -

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

KINGFISH HOLDING CORPORATION

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2015 AND 2014

1.
Business:

Our Business:

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

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

On 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.

2.
Summary of Significant Accounting Policies:

Basis of presentation:

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 $4,443,911 and $6,467,054 as of September 30, 2015 and 2014, respectively. The Company used cash of ($144,004) and ($76,623) in operating activities during the years ended September 30, 2015 and 2014, respectively. The Company has a working capital deficiency of ($72,294) at September 30, 2015 that is insufficient in management's view to sustain current levels of operations for a reasonable period without additional financing. These trends and conditions continue to raise substantial doubt surrounding the Company's ability to continue as a going concern for a reasonable period. Ultimately, the Company's ability to continue as a going concern is dependent upon management's ability to continue to curtail current operating expense and obtain additional financing to augment working capital requirements and support acquisition plans. There can be no assurance that management will be successful in achieving these objectives or obtain financing under terms and conditions that are suitable. The accompanying financial statements do not include any adjustments associated with these uncertainties.

KINGFISH HOLDING CORPORATION

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2015 AND 2014

2.
Summary of Significant Accounting Policies (continued):

Use of estimates:

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

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 on September 30, 2015.

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

Income Taxes:

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

The Company follows the provisions of FASB ASC 740-10 "Uncertainty 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 Stock Method. Potentially dilutive securities include convertible financial instruments.

KINGFISH HOLDING CORPORATION

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2015 AND 2014

2.
Summary of Significant Accounting Policies (continued):

The Company gives effect to these dilutive securities using the If-Converted-Method. At September 30, 2015, convertible notes payable to related party of $230,000 can potentially convert into 23,000,000 shares of common stock, resulting in diluted common shares outstanding of 139,712,987 as of September 30, 2015. Interest expense related to the convertible notes was immaterial. These shares have been excluded from the diluted net loss per share calculations because the effect of including them would be anti-dilutive, at September 30, 2014.

3.
Accounts Payable and Accrued Expenses:

Accounts payable and accrued expenses are comprised of the followings:

September 30, 2015

September 30, 2014

Accounts payable

$ 81,667

$ 1,596,886

Accrued expenses

-

390,034

$ 81,667

$ 1,986,920

As a result of the lack of documentation of payments or settlement agreements for reason described in Note 1, the Company was not able to definitively determine that these liabilities, with the exception of accrued rent and accrued severance, were settled with our vendors. Therefore, these liabilities remained on the Company's books until the statute of limitation expired in 2015.

The statute of limitation expired in 2015. Accounts payable of $1,508,245 and accrued expenses of $390,034 were written-off resulting in a gain on extinguishment of debt of $1,898,279

4.
Notes Payable:

Notes payable consisted of the following at September 30, 2015 and 2014:

2015

2014

4.9% Note payable due August 2010 (a)

$ -

$ 13,246

Auto Loan (a)

-

11,189

Prime Plus 4.5%, 1,000,000 bank credit facility (b) (c)

-

180,141

Loan on equipment (c)

-

67,318

$ -

$ 271,894

(a)
Documentation was obtained substantiating that these notes were satisfied in full. Therefore, the company recorded a gain on extinguishment of debt of $24,435 during the quarter ended December 31, 2014.

(b)
On May 14, 2008, the Company entered into an agreement with a financial institution to provide up to $1,000,000 in secured credit, subject to certain limitations. This facility replaced a previous facility with another bank that had a limit of $300,000. Under this new facility, the Company is permitted to draw on an advance of up to 80% of certain eligible accounts receivable arising from our manufactured products segment.

KINGFISH HOLDING CORPORATION

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2015 AND 2014

4.
Notes Payable (Continued):

The interest rate is prime plus 4.5%. The line is secured by the accounts receivable, inventory, and the unencumbered fixed assets of that segment. As part of the transaction, the lender was granted 150,000 shares of common stock having a fair market value of $15,000.

The above notes were entered into with various financial institutions when the Company was an operating company. However, due to the lack of documentation of payments or settlement agreements for reason described in Note 1, the Company was not able to definitively determine that these notes were settled even though it appeared that the financial institutions repossessed the underlying collaterals. Therefore, these notes remained on our books until the statute of limitation expired in 2015.

(c)
The statute of limitation expired in 2015. Notes payable of $181,141 and $67,318 were written-off resulting in a gain on extinguishment of debt of $247,459.

5.
Convertible Notes Payable to Related Party:

On October 21, 2013, the Company entered into a convertible note with a director for $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 is convertible into the Company's shares of common stock at the conversion price of $0.01 per share.

On November 13, 2013, the Company entered into a convertible note with a director for $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 is convertible into the Company's shares of common stock at the conversion price of $0.01 per share.

On January 13, 2014, the Company entered into a convertible note with a director for $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 is convertible into the Company's shares of common stock at the conversion price of $0.01 per share.

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

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

KINGFISH HOLDING CORPORATION

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2015 AND 2014

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

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

On February 10, 2015, the Company entered into a convertible note with a director for $60,000 advanced during the quarter ended December 31, 2014. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 1, 2015 or 30 calendar days after the recommencement of public company status as defined in the note agreement. The outstanding principle balance of the note is convertible into the Company's shares of common stock at a fixed price of $.01 per share.

On May 13, 2015, the Company entered into a convertible note with a director for $20,000 advanced during the quarter ended March 31, 2015. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 1, 2015 or 30 calendar days after the recommencement of the public company status as defined in the note agreement. The outstanding principle balance of the note is convertible into the Company's shares of common stock at the conversion price of $0.01 per share.

On May 13, 2015, the Company entered into a convertible note with a director for $40,000 advanced during the quarter ended March 31, 2015. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 1, 2015 or 30 calendar days after the recommencement of the public company status as defined in the note agreement. The outstanding principle balance of the note is convertible into the Company's shares of common stock at the conversion price of $0.01 per share.

On December 15, 2015, the Company entered into a convertible note with a director for $20,000 advanced during the quarter ended September 30, 2015. The note bears interest rate at 3.5% per annum and all unpaid principle and interest were due on demand by the director. The outstanding principle balance of the note is convertible into the Company's shares of common stock at the conversion price of $1.00 per share.

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

6.
Preferred Stock:

The Company is authorized to issue up to 20,000,000 shares of Preferred Stock with 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 September 30, 2015 and 2014, there was no Preferred Stock issued and outstanding.

KINGFISH HOLDING CORPORATION

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2015 AND 2014

7
Income Taxes:

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

9/30/2015

9/30/2014

Current

Federal

$ -

$ -

State

-

-

Foreign

-

-

-

-

Deferred

Federal

-

-

State

-

-

Total

-

-

Allocated to discontinued operations

-

-

Continuing operations

$ -

$ -

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

9/30/2015

9/30/2014

Income tax provision at statutory rate:

$ (687,869 )

$ (28,919 )

Increase (decrease) in income tax due to:

Meals & Entertainment

-

-

Stock comp and option expense

-

-

Derivative expense

-

-

State income taxes net

Change in Valuation Allowance

687,869

28,919

$ -

$ -

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

9/30/2015

9/30/2014

Long-term deferred tax assets (liabilities)

Net Operating Loss and Start Up Costs

$ 536,945

$ 1,224,814

Valuation Allowance

(536,945 )

(1,224,814 )

$ -

$ -

KINGFISH HOLDING CORPORATION

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2015 AND 2014

7
Income Taxes (continued):

Deferred tax assets and (liabilities) reflect the net effect of temporary differences between the carrying amount of asset and liabilities for financial reporting purposes and amounts used for income tax purposes. As of September 30, 2008, when the annual report Form 10-KSB for the year ended September 30, 2008 was filed with the Securities and Exchange Commission (SEC), the Company had a deferred tax asset of $2,215,799 and net operating loss carryforwards of approximately $6,960,477 . However, due to the discontinued operations for reasons described in Note 1, and the change in control of the Company, the likelihood of the above net operating loss carryforwards available to offset future taxable income were determined to be remote. Accordingly, a full valuation allowance was recorded for the future net operating loss carryforward. The actual net operating loss carryforward is approximately $1,347,000, which will expire starting in 2028.

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 remains subject to examination by all tax jurisdictions was September 30, 2012.

8.
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 September 30, 2015 and will be returned to the Company's transfer agent upon locating the holder of these shares.

9.
Recent Accounting Pronouncement:

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

10.
Subsequent Events:

On December 7, 2015, Mr. Toomey advanced the Company an aggregate of $20,000 to pay for the Company's ongoing business operations in exchange for the December 2015 Promissory Note, bearing fixed interest rates of 3.5% per annum, payable from the date of the actual loan. The principal and accrued interest on the December 2015 Promissory Note is convertible into the common stock of the Company by Mr. Toomey. The December 2015 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 Company amended the February 2015 promissory note, the May 2015 promissory note and the October 2014 promissory note to change the conversion price to $1.00 per share and to clarify that they were immediately convertible.

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 will record stock based compensation at the fair market value of the common stock on commitment date of approximately $9,200 in the quarter ended December 31, 2015.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not Applicable.

ITEM 9A. CONTROLS AND PROCEDURES

Controls and Procedures

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 Commission's rules and forms.

As of the end of the period covered by this report, 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). Based upon that evaluation, our management concluded that, as of the end of such period, our disclosure controls and procedures were not effective 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.

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. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. There was no change in our internal control over financial reporting during the fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 15d-15(f) of the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of, our sole officer and employee to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the Company's transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements and that receipts and expenditures of the Company's assets are made in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of the Company's financial statements would be prevented or detected.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2015 as required by the Securities Exchange Act of 1934 Rule 15d-15(c). In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework (2013 Framework).

Based on our evaluation, management concluded that our internal control over financial reporting was not effective as of September 30, 2015 because of material weaknesses in our internal control over financial reporting. A material weakness is a control deficiency or combination of deficiencies in internal control, such that there is a reasonable possibility that a material misstatement of the entity's financial statements will not be prevented or detected and corrected on a timely basis. Our management concluded that the Company has several material weaknesses in our 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. 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.

No system of controls, no matter how well designed and operated, can provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that the system of controls has operated effectively in all cases. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

This Annual Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report is not subject to attestation by the Company's registered public accounting firm because the Company is not an accelerated filer under the Exchange Act.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The directors and executive officers of the Company, their ages, and positions with the Company as of September 30, 2015 are set forth below (the "Named Executive Officers").

Name

Age

Position with Company

Ted Sparling

52

Director, President, Chief Executive Officer, and Secretary

James K. Toomey

50

Director and Secretary

James LaManna

50

Director and Chief Financial Officer

All directors of the Company hold office until the earlier of the next annual meeting of shareholders and until their successors have been duly elected and qualified, or their death, resignation, or removal. Officers are elected annually by the respective Boards of Directors of the Company to hold office until the earlier of their death, resignation, or removal.

Set forth below is a description of the business experience during the past five years or more and other biographical information of the directors and executive officers of the Company

Ted Sparling has served as the President, Chief Executive Officer, and a director of the Company since January 2012. Mr. Sparling also served as Chief Financial Officer and Secretary from January 2012 until November 2014, and as the President of the Kesselring Corporation, a Florida corporation, from March 2005 (prior to its acquisition by the Company pursuant to the Share Exchange Agreement, dated May 18, 2007) until October 2007 when the Shares Exchange Agreement was consummated. Mr. Sparling also has served as the President and sole director of Gulf & Bay Constructors, Inc., a building contractor located in west central Florida, since December 200 6 and has served in the same capacities for Gulf & Bay Inspections, Inc., a building inspector located in west central Florida, since January 2007. He also serves as the President and a manager of Florida Fuel Solutions LLC, a Florida limited liability company in the development stage which seeks to be engaged in the development and production of renewable fuels. Mr. Sparling has been a state certified building contractor since 1989, and has been a state certified home inspector since 2012.

Mr. Sparling prior experiences as the President and CEO of the predecessor company provides important background and institutional knowledge about the Company.

James K. Toomey has served as Secretary of the Company since November 14, 2014. He was appointed to serve as a director of the Company on August 31, 2013. Mr. Toomey also had served as a director of the Company from 2006 to 2008. Mr.Toomey previously has served as a director and Chairman of the Board of Directors of Coast Financial Holdings, Inc. ("Coast Financial"), a reporting company under the Exchange Act, from its inception in 2003 until its merger with another financial institution in 2007 (the "Coast Merger Transaction"). He also served as a director of Coast Bank of Florida, a Florida state-chartered bank ("Coast Bank"), from its inception in April 2000 through the sale of the bank in December 2007 as part of the Coast Merger Transaction. Upon formation of Coast Financial as a bank holding company in 2003, Coast Bank became a wholly-owned subsidiary of Coast Financial. Prior to 2003, Coast Bank was operated as a stand-alone banking institution. Previously, Mr. Toomey served in various positions for Knight-Ridder/Bradenton Herald from August 1990 to September 1997. Since September 1997, Mr. Toomey's business interests have been focused towards commercial shopping development and investments He is the co-owner of four real estate investment companies (including, Braden River Industries, Inc., a Florida corporation and real estate holding company, and AMI Holdings, Inc., a commercial real estate holding company), a retail clothing company, and an ice cream store. He also serves as the chief financial officer and a manager of Florida Fuel Solutions LLC. He founded the Toomey Foundation for the Natural Sciences in 2000, a not-for-profit organization for the preservation and education of archeological, paleontological and geological resources. He also has served as a trustee for the South Florida Museum, a not-for-profit entity, since 2004 and has been an officer of the Coast Guard Auxiliary since 2008. Mr. Toomey received his MBA from Crummer Graduate School, Rollins College in 1990 and his Bachelor of Arts degree in Economics from Rollins in 1988.

Mr. Toomey's prior experience as a director and Chairman of the Board of a public company and a member of its audit committee will be beneficial to the Company as it reactivates it reporting obligations under the Exchange Act. He understands the disclosure responsibilities and duties owed to stockholders of public companies and can provide his public company experience to the board of directors.

James LaManna has served as the Chief Financial Officer of the Company since November 14, 2014 and as a director of the Company since September 13, 2013. Mr. LaManna is a certified public accountant and has served as the Chief Executive Officer and sole owner of James M. LaManna, CPA, PA, an accounting firm, since 2007. Mr. LaManna has been a licensed Florida certified accountant since 1998 and prior to opening his own firm, he had most recently served as a supervising auditor for Aidman Piser, an accounting firm, in 2006 and as a supervising audit and tax partner for Christopher Smith Leonard, an accounting firm, from 2003 - 2006.

Mr. LaManna's experience as a CPA and his qualifications as a potential audit committee financial expert are invaluable skills needed by the Company as it seeks to carry out its business plan.

Family Relationships

There are no family relationships between any of directors or executive officers of the Company.

Involvement in Certain Legal Proceedings

During the past ten years, none of our directors, persons nominated to become directors, executive officers, promoters, or control persons have been involved in any of the legal proceedings listed in Item 401(f) of Regulation S-K.

Arrangements for Selection of Directors

There are no current arrangements or understandings between an executive officer, director, or nominee, and any other person pursuant to which he was or is to be elected or selected as a director or as an executive officer of the Company.

Directorships

None of the Company's directors or nominees to become directors currently is a director of, or during the past 5 years has held any directorship in, any other company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act.

Code of Conduct and Ethics

Although prior to the filing of its Form 15 with the Commission on September 16, 2011, the Company had previously disclosed in its filings with the Commission that it had adopted a Code of Ethics and Business Conduct for Officers, Directors and Employees, our current management is not familiar with any such Code of Ethics and, to ensure that there are no inadvertent violations thereof, the board of directors has rescinded any and all such existing codes. Instead, although the Company has initially determined to prepare and approve a new Code of Ethics during the ensuing calendar year of 2015, this was delayed until the second quarter of 2016.

Certain Corporate Governance Matters

The Board of Directors has recently established a standing Compensation Committee, but has not established or reinstated any audit or other committees of the board. With the exception of our Compensation Committee, the functions of audit, nominating committees, and any committees forming similar functions are instead being undertaken by our full board of directors and, as a result, the entire board of directors is responsible for the full oversight of the non-compensation affairs of the Company, including the assessment and oversight of the Company's financial risk exposure.

Compensation Committee. The Compensation Committee is comprised solely of Mr. Toomey, and it held only one meeting during fiscal year ended September 30, 2015. The Compensation Committee does not have a charter. However, principal responsibilities of this committee are to review and make recommendations to the Board of Directors concerning the compensation of officers of the Company, to provide input and make recommendations to the Board on individuals elected to be executive officers of the Company, to review and make recommendations with respect to the Company's existing and proposed compensation and bonus plans, and to serve as the committee responsible for administering the Company's existing compensation and benefits plans. In addition, this committee also is responsible for evaluating and recommending compensation to be paid to our directors, including retainers, fees, benefits and perquisites. The sole member of this Committee is not independent within the meaning of the listing standards of the NASDAQ Rule 5605(a)(2)(A).

No Audit Committee Financial Expert . Because James LaManna is not an independent director, the Board of Directors has determined that we do not have any directors that would satisfy the conditions to be an "audit committee financial expert" within the meaning of Regulation 401(e) of Regulation S-K promulgated by the Commission.

Shareholder Nominees of Directors . Currently, we do not have a policy regarding the consideration of any director candidates that may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our sole director established a process for identifying and evaluating director nominees. Furthermore, given our size and lack of operations, we do not have a diversity policy as it relates to the make-up and composition of our directors who serve on the board. We also have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. To date, no stockholders have recommended any persons to be nominated for election to our board of directors. Given our relative size and lack of directors and officers insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all current members of our Board would participate in the consideration of director nominees.

Compensation Committee Interlocks and Insider Participation

The sole member of our Compensation Committee is James K. Toomey and he is the Secretary of the Company and he has had a relationship requiring disclosure under Item 404 of Regulation S-K promulgated under the Exchange Act. See " Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" and "Part III. Item 13 - Certain Relationshipps and Related Trasnactions" for a description of the relationships reqiirng disclosure under Item 404 of Regulation S-K promulgated under the Exchange Act. During the last completed fiscal year, none of our executive officers has served as a member of the board of directors or compensation committee of any other entity that has or has had one or more of its executive officers serving as a member of our Board or Compensation Committee.

Compliance with Section 16 of the Exchange Act

The Company's securities are not registered under Section 12 of the Exchange Act and, as a result, the reporting obligations of Section 16 of the Exchange Act do not apply to the Company. The completion of the Reactivation Activities resulted in the reactivation of the Company's reporting obligations solely under Section 15(d) of the Exchange Act which had been suspended since 2011.

ITEM 11. EXECUTIVE COMPENSATION

Compensation of Executive Officers

The Company did not did not pay any cash or non-cash consideration to any of the Company's Named Executive Officers for the fiscal years ended September 30, 2015 and 2014. Messrs. Sparling, LaManna and Toomey all served as executive officers of the Company during the fiscal year ended September 30, 2015. Mr. Sparling was the Company's sole executive officer and employee for the fiscal year ended September 30, 2014. None of the Named Executive Officers have employment agreements with the Company. Furthermore, as of September 30, 2015, none of the Named Executive Officers had any outstanding equity awards with respect to the Company's common stock.

However, on December 15, 2015, the Board of Directors approved the issuance of 2 million shares of our common stock to each of Mr. Sparling and to Mr. LaManna, for an aggregate of 4 million shares, as compensation for services provided to Company over the past two years.

Director Compensation

None of the Company's directors received any cash compensation, equity awards, or other non-cash compensation or other arrangements for services provided in their capacity as directors for the fiscal year ended September 30, 2015.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCK HOLDER MATTERS

The following table sets forth certain information regarding the beneficial ownership of the Company's outstanding shares of common stock as of December 18, 2015 by: (a) each person known by us to beneficially own 5% or more shares of the Company's common stock, (b) each director of the Company and each Named Executive Officer of the Company, and (c) all directors and executive officers of the Company as a group. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect to all of the shares of common stock owned by them.

Name of Beneficial Owner

Current Beneficial Ownership

Number (1)

Percentage (2)

Directors and Named Executive Officers

James K. Toomey (3)

84,692,987

70.01 %

Ted Sparling

3,719,668

3.08 %

Jim LaManna

2,000,000

1.66 %

All directors and executive officers as a group (3 persons)(4)

90,412,655

74.74 %

__________________________

*
Less than 1%

(1)
For purposes of this table, a person is deemed to be the beneficial owner of a security if he or she (a) has or shares voting power or dispositive power with respect to such security, or (b) has the right to acquire such ownership within sixty days. "Voting power" is the power to vote or direct the voting of shares, and "dispositive power" is the power to dispose or direct the disposition of shares, irrespective of any economic interest in such shares.

(2)
In calculating the percentage ownership or percent of equity vote for a given individual or group, the number of Common Shares outstanding includes unissued shares subject to options, warrants, rights or conversion privileges exercisable within sixty days held by such individual or group, but are not deemed outstanding by any other person or group.

(3)
Includes (a) 5,010,975 shares of common stock held jointly by Mr. Toomey and his spouse over which he has shared voting and investment powers, and (b) 710,600 shares of common stock owned by Tectonics, Inc., a family-owned corporation in which Mr. Toomey and his spouse and custodial for daughter own 38.52% of the outstanding equity interests and for which Mr. Toomey serves as a director and his spouse serves as the president, and by reason thereof Mr. Toomey may be deemed to be the beneficial owner of such shares. This also includes 254,946 shares that may be issued upon conversion of the convertible promissory notes in principal aggregate amount of $250,000 issued pursuant to the terms and conditions of the October 2014 Note Agreement, the February 2015 Note Agreement, the May 2015 Note Agreement, the September 2015 Note Agreement, and the December 2015 Note Agreement (including the shares issuable with respect to the accrued interest thereon). All of the notes issued under each of these agreements are currently convertible. Mr. Toomey's address is 800 Morgan-Johnson Road, Bradenton, FL 34208.

(4)
Includes 254,946 shares that may be issued upon conversion of outstanding convertible promissory notes in principal aggregate amount of $250,000, as well as the shares issuable with respect to the accrued interest thereon).

Equity Compensation Plans

During the fiscal year ended September 30, 2015, we did not have any equity incentive or other equity awards plans in which any director, officer, consultant, or employee of our Company was able to participate. During the fiscal year ended September 30, 2015, no individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs were made to our directors or executive officers and, as of September 30, 2015, none of our directors or our executive offices have been granted, or held, any stock options or other equity award in any of our capital stock.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Certain Relationships and Related Transactions

During the fiscal year ended September 30, 2015, Mr. Toomey has advanced an aggregate of $140,000 to the Company pursuant to: (a) the February 2015 Note Agreement (bearing interest at 3.5%) described above in exchange for the February 2015 Promissory Notes, (b) the February 2015 Note Agreement (bearing interest at 3.5%) described above in exchange for the May 2015 Promissory Notes, and (c) the September 2015 Note Agreement (bearing interest at 3.5%) described above in exchange for the September 2015 Promissory Notes. On December 7, 2015, Mr. Toomey advanced an aggregate of $20,000 to the Company pursuant to the December 2015 Note Agreement (bearing interest at 3.5%) described above in exchange for the December 2015 Promissory Notes.

Director Independence

Our common stock is quoted on the quoted by the OTC Markets Group, Inc. on the pink sheets in the OTC Pink - No Information tier, which does not have director independence requirements or defines what would constitute an independent director. We, however, undertook a review of the independence of our directors using the independence standards for directors provided in the rules of The Nasdaq Stock Market. These rules require consideration of whether any director has a material relationship with us that could interfere with his ability to exercise independent judgment in carrying out his responsibilities. Under NASDAQ Rule 5605(a)(2), however, a director is not considered to be independent if he or she, among other things:

·

is, or has been within the past three years, an executive officer or employee of the Company.

·

has accepted or who has an immediate family member who has accepted, with limited exceptions thereto, any compensation from the Company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence.

·

has an immediate family member who is, or at any time during the past three years was, employed by the Company as an executive officer.

·

except under specified limited circumstances, is, or has an immediate family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the Company made, or from which the Company received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient's consolidated gross revenues for that year, or $200,000, whichever is more.

·

is or has been, or has an immediate family member who is or has been, within the last three years, employed as an executive officer of another company where any of the Company's present executive officers at the same time serves or served on the other company's compensation committee.

·

is, or has an immediate family member who is , a current partner of the Company's outside auditor, or was a partner or employee of the Company's outside auditor who worked on the Company's audit at any time during any of the past three years.

Under such definition, as of September 30, 2015, none of our directors could be classified as independent. Each of our directors are considered a non-independent director because of their appointment as executive officers of the Company.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The firm of Warren Averett, LLC, an independent registered public accounting firm ("Warren Averett"), has served as the Company's auditors for the fiscal year ending September 30, 2015.

Audit and Non-Audit Fees

The following table presents fees for professional audit services rendered by Warren Averett for the audit of the Company's annual financial statements for the years ended September 30, 2015 and 2014 and fees billed for other services rendered by Warren Averett during those periods.

2015

2014

Audit fees (1)

$ 60,504

$ 52,740

Audit related fees (2)

$ 0

$ 0

Tax fees (3)

$ 0

$ 0

All other fees (4)

$ 0

$ 0

__________________________

(1)
Audit fees consistent principally of audit work performed on the financial statements, as well as work generally only the independent auditors can reasonably be expected to provide, such as statutory audits.

(2)
Audit related fees consisted principally of an attestation report on management's report on internal controls, a review of our Form 10-Q's and related press releases, and other general miscellaneous matters.

(3)
Tax fees consisted principally of assistance with tax compliance, preparation of returns, tax planning, and providing tax guidance.

(4)
Consist of fees for products and services provided by our principal accountants, other than services reported under "Audit fees," "Audit related fees," or "Tax fees."

As part of its responsibility for oversight of the independent registered public accountants, the board of directors has established a policy to pre-approve all audit and permissible non-audit services provided by the independent auditor. In accordance with this policy, each type of audit, audit related, tax and other permitted service to be provided by the independent auditors is specifically described and each service. The fees are budgeted and the board of directors requires the independent auditor and management to report actual fees versus the budget periodically throughout the year by category of service.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents are filed as part of this report:

(1)
The following financial statements are contained in Item 8 of this Report:

Financial Statements

Page in this Report

Report of Warren Averett, LLC independent registered certified public accounting firm

19

Balance Sheets

20

Statements of Operations

21

Statements of Changes in Stockholders' Deficit

22

Statements of Cash Flows

23

Notes to Financial Statements

24

(2)
The following Financial Statement Schedules are included herein:

Schedules are not submitted because they are not applicable or not required or because the required information is included in the financial statements or the notes thereto.

(3)

The following exhibits set forth below, numbered in accordance with Item 601 of Regulation S-K, are filed as part of this Report (exhibits marked with an asterisk have been previously filed with the Commission as indicated and are incorporated herein by this reference):

3.1
Amended and Restated Certificate of Incorporation of the Company, incorporated herein by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K, filed with the Commission on December 17, 2014.



3.2
Amended and Restated Bylaws of the Company, incorporated herein by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K, filed with the Commission on December 17, 2014.



4.1
See Exhibits 3.1 and 3.2 for provisions of Certificate of Incorporation and the Bylaws of the Company defining the rights of holders of the Company's common stock.



4.2 *
Amended and Restated Convertible Promissory Note No. 4 in favor of James K. Toomey in principal amount of $10,000 for October 21, 2013 loan.

4.3 *
Amended and Restated Convertible Promissory Note No. 5 in favor of James K. Toomey in principal amount of $10,000 for November 13, 2013 loan.



4.4 *
Amended and Restated Convertible Promissory Note No. 6 in favor of James K. Toomey in principal amount of $10,000 for January 13, 2014 loan.



4.5 *
Amended and Restated Convertible Promissory Note No. 7 in favor of James K. Toomey in principal amount of $20,000 for April 24, 2014 loan.



4.6 *
Amended and Restated Convertible Promissory Note No. 8 in favor of James K. Toomey in principal amount of $20,000 for May 22, 2014 loan.



4.7 *
Amended and Restated Convertible Promissory Note No. 9 in favor of James K. Toomey in principal amount of $20,000 for September 17, 2014 loan.



4.8 *
Amended and Restated Convertible Promissory Note No. 10 in favor of James K. Toomey in principal amount of $60,000 for December 19, 2014 loan.



4.9 *
Amended and Restated Convertible Promissory Note No. 11 in favor of James K. Toomey in principal amount of $20,000 for March 5, 2015 loan.



4.10 *
Amended and Restated Convertible Promissory Note No. 12 in favor of James K. Toomey in principal amount of $40,000 for March 16, 2015 loan.



4.11 *
Convertible Promissory Note No. 13 in favor of James K. Toomey in principal amount of $20,000 for September 8, 2015 loan.



4.12 *
Convertible Promissory Note No. 14 in favor of James K. Toomey in principal amount of $20,000 for December 7, 2015 loan.



10.1 *
Second Amendment and Restatement of Convertible Promissory Note Purchase Agreement, effective as of December 15, 2015 relating to Convertible Promissory Note Purchase Agreement, effective as of October 24, 2014, as amended, by and between Kingfish Holding Corporation and James K. Toomey.



10.2 *
First Amendment and Restatement of Convertible Promissory Note Purchase Agreement, effective as of December 15, 2015 relating to Convertible Promissory Note Purchase Agreement, effective as of February 10, 2015, by and between Kingfish Holding Corporation and James K. Toomey.

10.3 *
First Amendment and Restatement of Convertible Promissory Note Purchase Agreement, effective as of December 15, 2015 relating to Convertible Promissory Note Purchase Agreement, effective as of May 13, 2015, by and between Kingfish Holding Corporation and James K. Toomey.



10.4 *
Convertible Promissory Note Purchase Agreement, effective as of December 15, 2015, by and between Kingfish Holding Corporation and James K. Toomey for loan advanced on September 8, 2015.



10.5 *
Convertible Promissory Note Purchase Agreement, effective as of December 15, 2015, by and between Kingfish Holding Corporation and James K. Toomey for loan advanced on December 7, 2015.



31.1 *
Certification of the Company's Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 15d-14(a)), with respect to the registrant's Annual Report on Form 10-K for the year ended September 30, 2015.



31.2 *
Certification of the Company's Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 15d-14(a)), with respect to the registrant's Annual Report on Form 10-K for the year ended September 30, 2015.



32.1 *
Certificate of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted under Section 906 of the Sarbanes-Oxley Act of 2002 (Rule 15d-14(b)).



32.2 *
Certificate of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted under Section 906 of the Sarbanes-Oxley Act of 2002 (Rule 15d-14(b)).



101.INS
XBRL Instance Document



101.SCH
XBRL Taxonomy Extension Schema Document



101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document



101.DEF
XBRL Taxonomy Definition Linkbase Document



101.LAB
XBRL Taxonomy Extension Label Linkbase Document



101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document

___________________

*
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.

KINGFISH HOLDING CORPORATION

Date: December 22, 2015 By:
/s/ Ted Sparling

Ted Sparling

President and Chief Executive Officer

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Ted Sparling

President, Chief Executive Officer,

December 22, 2015

Ted Sparling

and Director (Principal Executive Officer)

/s/ James K. Toomey

Director

December 22, 2015

James K. Toomey

/s/ James La Manna

Director and Chief Financial Officer

December 22, 2015

James LaManna

(Principal Financial Officer)

INDEX TO EXHIBITS

Exhibit Number

Description of Exhibits

3.1

Amended and Restated Certificate of Incorporation of the Company.

3.2

Amended and Restated Bylaws of the Company.

4.1

See Exhibits 3.1 and 3.2 for provisions of Certificate of Incorporation and the Bylaws of the Company defining the rights of holders of the Company's common stock.

4.2 *

Amended and Restated Convertible Promissory Note No. 4 in favor of James K. Toomey in principal amount of $10,000 for October 21, 2013 loan.

4.3 *

Amended and Restated Convertible Promissory Note No. 5 in favor of James K. Toomey in principal amount of $10,000 for November 13, 2013 loan.

4.4 *

Amended and Restated Convertible Promissory Note No. 6 in favor of James K. Toomey in principal amount of $10,000 for January 13, 2014 loan.

4.5 *

Amended and Restated Convertible Promissory Note No. 7 in favor of James K. Toomey in principal amount of $20,000 for April 24, 2014 loan.

4.6 *

Amended and Restated Convertible Promissory Note No. 8 in favor of James K. Toomey in principal amount of $20,000 for May 22, 2014 loan.

4.7 *

Amended and Restated Convertible Promissory Note No. 9 in favor of James K. Toomey in principal amount of $20,000 for September 17, 2014 loan.

4.8 *

Amended and Restated Convertible Promissory Note No. 10 in favor of James K. Toomey in principal amount of $60,000 for December 19, 2014 loan.

4.9 *

Amended and Restated Convertible Promissory Note No. 11 in favor of James K. Toomey in principal amount of $20,000 for March 5, 2015 loan.

4.10 *

Amended and Restated Convertible Promissory Note No. 12 in favor of James K. Toomey in principal amount of $40,000 for March 16, 2015 loan.

4.11 *

Convertible Promissory Note No. 13 in favor of James K. Toomey in principal amount of $20,000 for September 8, 2015 loan.

4.12 *

Convertible Promissory Note No. 14 in favor of James K. Toomey in principal amount of $20,000 for December 7, 2015 loan.

10.1 *

Second Amendment and Restatement of Convertible Promissory Note Purchase Agreement, effective as of December 15, 2015 relating to Convertible Promissory Note Purchase Agreement, effective as of October 24, 2014, as amended, by and between Kingfish Holding Corporation and James K. Toomey.

10.2 *

First Amendment and Restatement of Convertible Promissory Note Purchase Agreement, effective as of December 15, 2015 relating to Convertible Promissory Note Purchase Agreement, effective as of February 10, 2015, by and between Kingfish Holding Corporation and James K. Toomey.

10.3 *

First Amendment and Restatement of Convertible Promissory Note Purchase Agreement, effective as of December 15, 2015 relating to Convertible Promissory Note Purchase Agreement, effective as of May 13, 2015, by and between Kingfish Holding Corporation and James K. Toomey.

Exhibit Number

Description of Exhibits

10.4 *

Convertible Promissory Note Purchase Agreement, effective as of December 15, 2015, by and between Kingfish Holding Corporation and James K. Toomey for loan advanced on September 8, 2015.

10.5 *

Convertible Promissory Note Purchase Agreement, effective as of December 15, 2015, by and between Kingfish Holding Corporation and James K. Toomey for loan advanced on December 7, 2015.

31.1 *

Certification of the Company's Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 15d-14(a)), with respect to the registrant's Annual Report on Form 10-K for the year ended September 30, 2015.

31.2 *

Certification of the Company's Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 15d-14(a)), with respect to the registrant's Annual Report on Form 10-K for the year ended September 30, 2015.

32.1 *

Certificate of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted under Section 906 of the Sarbanes-Oxley Act of 2002 (Rule 15d-14(b)).

32.2 *

Certificate of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted under Section 906 of the Sarbanes-Oxley Act of 2002 (Rule 15d-14(b)).

101.INS

XBRL Instance Document



101.SCH

XBRL Taxonomy Extension Schema Document



101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document



101.DEF

XBRL Taxonomy Definition Linkbase Document



101.LAB

XBRL Taxonomy Extension Label Linkbase Document



101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

___________________

*
Exhibit Filed Herewith

EXHIBIT 4.2

THIS AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND THE SECURITIES LAWS OF ALL OTHER APPLICABLE JURISDICTIONS OR (2) THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION SHALL BE ESTABLISHED TO THE REASONABLE SATISFACTION OF THE ISSUER.

AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE

Note No. 4

October 24, 2014

U.S. $10,000

Tampa, Florida

FOR VALUE RECEIVED, the undersigned Kingfish Holding Corporation , a Delaware corporation (the " Company "), promises to pay to the order of James K. Toomey (" Payee ", and Payee and any subsequent permitted holder(s) of this amended and restated convertible promissory note (the " Note ") being referred to collectively as " Holder "), at Holder's address set forth below (or by wire transfer to Holder's wire address set forth below) or at such other place as Holder may designate in writing pursuant to the notice provisions below, the principal sum of TEN THOUSAND DOLLARS ($10,000) (the " Principal Amount "), together with accrued and unpaid interest thereon, said principal and interest to be due and payable as stated below.

This Note is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement, dated as of October 24, 2014, as amended and restated by the Second Amendment and Restatement of Convertible Promissory Note Purchase Agreement, dated as of December 15, 2015, by and between the Company and the Payee (the " Purchase Agreement "). Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement. This Note amends, restates in its entirety, and supersedes the prior Convertible Promissory Note No. 4 issued under the Original Purchase Agreement.

1. Interest Rate. The Company promises to pay simple interest on the outstanding principal amount of this Note from October 21, 2013 (the date that the underlying loan was originally made by the Holder to the Company) until paid in full at the fixed rate of three and one-half percent (3.5%) per annum. Interest shall be calculated on a 365-day year basis and shall be due and payable as set forth below.

2. Maturity. Unless this Note has been previously converted in accordance with the terms of Section 5 hereof, all outstanding principal and accrued and unpaid interest on this Note, plus all fees, costs and expenses then due under this Note, become fully due and payable upon demand by the Holder (the date of any such demand, the "Maturity Date ").

3. Payments. No principal amount of this Note or any accrued interest on the principal balance of this Note is due or payable until the Maturity Date. All amounts payable hereunder shall be made for the account of the Holder at the address referred to in Section 8 of this Note.

4. Prepayment. The Company may not prepay this Note prior to the Maturity Date without the consent of the Holder. Following the Maturity Date, the Company may prepay any part or all of any amount payable under this Note, including principal or interest or both, at any time or times without any premium or penalty whatsoever. Any and all prepayments shall be applied first to reimbursement of Holder for any costs or expenses incurred by Holder to enforce or collect amounts owed hereunder, then to repayment of any accrued and unpaid interest hereunder, and then to principal outstanding hereunder.

5. Optional Conversion of Note.

(a) Optional Conversion Rights. The outstanding principal balance of this Note shall be convertible, in whole or in part, at the option of the Holder at any time prior to the Maturity Date, into shares of common stock, par value $0.0001 per share, of the Company (" Common Stock "), at the then-Conversion Price (as defined in Section 5(e) below)(the " Optional Conversion Right "). To the extent that the Holder decides to exercise his or her Optional Conversion Right, then any unpaid interest on this Note shall be converted into Common Stock on the same terms as the principal of the Note.

(b) Exercise of Optional Conversion Right. The Optional Conversion Right may be exercised by the Holder, in whole but not in part, at any time, and from time to time prior to the Maturity Date, by the surrender and presentment of this Note accompanied by a duly executed Notice of Exercise in the form attached hereto (the " Exercise Notice "), presented to the Company, at its principal office or at such other place as the Company may designate by notice in writing to the Holder.

(c) Issuance of Certificates . As soon as practicable after full or partial conversion of this Convertible Note, the Company at its expense (including, without limitation, the payment by it of all taxes and governmental charges applicable to such conversion and issuance of Common Stock) shall cause to be issued to the Holder a certificate representing the total number of shares of Common Stock for which this Convertible Note is being converted (the " Conversion Shares "). This Convertible Note shall be deemed to have been converted, and the Conversion Shares acquired thereby shall be deemed issued, and the Holder shall be deemed to have become holders of record of such Conversion Shares, for all purposes, as of the close of business on the date that this Convertible Note and the duly executed and completed Conversion Notice, has been presented and surrendered to the Company in accordance with the provisions of Section 5(b) hereof, notwithstanding that the transfer books of the Company may then be closed.

(d) Covenants of Company . The Company shall take all action as may be necessary to assure that such Conversion Shares (and any other securities and property) may be issued and delivered as provided herein without violation of the Company's Certificate of Incorporation of bylaws, any applicable law or regulation, or any requirements of any domestic securities exchange or inter dealer quotation system upon which the Common Stock may be listed.

(e) Definitions. For purposes of this Note:

(i) The term " Conversion Price " shall be equal to the quotient of the Principal Amount plus all accrued and unpaid interest under this Note as of the date of such calculation divided by the Per Share Value.

(ii) The " Per Share Value " shall be $1.00 per share of Common Stock, subject to adjustment as provided in Section 5(f) hereof.

(ii) The term " Sale of the Company " shall mean (A) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the shareholders of the Company immediately prior to such consolidation, merger or reorganization, continue to hold at least a majority of the voting power of the surviving entity in substantially the same proportions (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; (B) any transaction or series of related transactions to which the Company is a party in which in excess of 50% of the Company's voting power is transferred; provided, however , that a Sale of the Company shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or any successor or indebtedness of the Company is cancelled or converted or a combination thereof; or (C) a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company.

(f) Anti-Dilution Provisions. The number and kind of securities and other property that may be acquired upon the conversion of this Note and the Conversion Price shall be subject to adjustment, from time to time, upon the happening of any of the following events:

(i) In the event that the Company shall declare, pay, or make any dividend upon its outstanding shares of Common Stock payable in Common Stock or shall effect a subdivision of the outstanding Common Stock into a greater number of shares of Common Stock, then the number of Conversion Shares that may thereafter be purchased upon the exercise of the rights represented hereby shall be increased in proportion to the increase in the number of outstanding shares of Common Stock through such dividend or subdivision, and the Per Share Value shall be decreased in such proportion. In case the Company shall at any time combine the outstanding shares of Common Stock into a smaller number of shares of Common Stock, the number of Conversion Shares that may thereafter be acquired upon the exercise of the rights represented hereby shall be decreased in proportion to the decrease through such combination and the Per Share Value shall be increased in such proportion.

(ii) In the event that the Company declares, pays, or makes any dividend or other distribution upon its outstanding shares of Common Stock payable in securities or other property (excluding cash dividends and dividends payable in shares of Common Stock, but including, without limitation, shares of any other class of the Company's stock or stock or other securities convertible into or exchangeable for shares of Common Stock or any other class of the Company's stock or other interests in the Company or its assets), a proportionate part of those securities or that other property shall be set aside by the Company and delivered to the Holder in the event that the Holder exercises his Optional Conversion Right with respect to this Note. The securities and other property then deliverable to the Holder upon the conversion of this Note shall be in the same ratio to the total securities and property set aside for the Holder as the number of Conversion Shares with respect to which this Note is then converted is to the total number of Conversion Shares that may be acquired pursuant to this Note at the time the securities or property were set aside for the Holder.

(g) Per Share Value Adjustments. Except as otherwise provided in this Section 5, upon any adjustment of the Per Share Value, the Holder shall be entitled to purchase, based upon the new Per Share Value, the number of shares of Common Stock, calculated to the nearest full share, obtained by: (i) multiplying the (A) number of Conversion Shares that may be acquired pursuant to this Note immediately prior to the adjustment of the Per Share Value by (B) the Per Share Value in effect immediately prior to its adjustment, and (ii) dividing the product so obtained in clause (i) by the new Per Share Value.

(h) Prior Notice of a Sale of the Company . Notwithstanding any provision of this Note to the contrary, in the event that the Company consummates a Sale of the Company prior to the conversion or repayment in full of this Note, the Company will give the Holder at least five days prior written notice of the anticipated closing date of such Sale of the Company.

6. Expenses. In the event of any failure of the Company to pay all amounts due upon a demand made pursuant to Section 2 of this Note, the Company shall pay all reasonable attorneys' fees and court costs incurred by Holder in enforcing and collecting this Note.

7. Waiver. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

8. Notices . Any notice or other communications to be given or that may be given pursuant to this Note shall be deemed to have been given: (x) three (3) calendar days after the deposit of such notice or communication in the United States Mail, registered or certified, return receipt requested, with proper postage affixed thereto; (y) on the first Business Day after depositing such notice of communication with Federal Express, Express Mail, or other expedited mail or package delivery service guaranteeing delivery no later than the next Business Day if next Business Day delivery service has been requested and paid for (or on such subsequent Business Day as such delivery service has been requested, guaranteed and paid for); or (z) upon delivery if hand delivered or telecopied to the appropriate address and person as provided on the signature page to the Purchase Agreement or to the person to whose attention the notice is to be given to the other parties in the manner hereinabove provided ; provided, however , that any notice changing Holder's address or wire address shall be effective only upon receipt by the Company.

9. Governing Law.

(a) This Note shall in all respects be governed by and construed in accordance with the laws of the State of Florida, without giving effect to the principles of conflict of laws thereof.

(b) Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereunder shall be brought solely in the courts of the State of Florida located in Hillsborough County, Florida, or, if it has or can acquire jurisdiction, in the United States District Court for the Middle District of Florida (Orlando or Tampa Division), and each of the parties hereto hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and waives any objection to the venue or the convenience of forum of any such courts.

10. Modification; Waiver. No amendment, modification, forbearance or waiver of any provision of this Note, and no consent with respect to any departure by the Company therefrom, shall be effective unless the same shall be in writing and signed by the Holder and the Company

11. Assignment. Neither the Company nor the Holder may assign or transfer this Note without the prior written consent of the other party (not to be unreasonably withheld) provided that, in no event shall this Note or any interest herein be transferable, in whole or in part, to any person or entity under circumstances that would be reasonably likely to violate or trigger a consent or other approval requirement under applicable laws, including but not limited to U.S. securities laws, the Foreign Corrupt Practices Act, FINSA, laws restricting money transfers and payments to persons or entities located in certain restricted countries, foreign nationals identified on any restricted list, and associated regulations as in existence at the time, and the laws and regulations of any other country. Any such written notice shall set forth in reasonable detail the identity of the new Holder(s) and the terms of transfer of this Note (including a release by the applicable Holder of any right to receive any payments hereunder) and the Company shall be obligated to register the transfer of this Note and make payments to any Holder hereunder only if the Company determines such transfer or payment is not restricted or prohibited by any such laws (and the due date of any such payment shall be extended by the length of time that any such legal restriction or prohibition exists). This Note shall inure to the benefit of Holder, its successors and assigns, and to any person to whom Holder may grant an interest in any of the indebtedness evidenced hereby in compliance with the foregoing restrictions, and shall be binding upon the Company and its successors and assigns. No person or entity not a direct party hereto shall be entitled to enforce any rights or obligations hereunder as a third party beneficiary or otherwise.

12. Waiver of Jury Trial. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.

13. Time of Essence . Time is of the essence of the payment and performance of this Note.

14. Miscellaneous . The Company and Holder have participated jointly in the negotiation and drafting of this Note. In the event an ambiguity or question of intent or interpretation arises, this Note shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Note. No delay by Holder in enforcing its rights hereunder or otherwise, shall prejudice Holder's rights to enforce this Note. Neither Party to this Note will be liable to the other for any failure or delay in performance under this Note due to circumstances beyond its reasonable control including, without limitation, Acts of God, labor disruption, war, terrorist threat or government action, or lack of availability of wire transfer systems or other international or national systems; provided, that if either party is unable to perform its obligations under this Note for one of these reasons it shall give prompt written notice thereof to the other party and the time for performance, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing performance.

15. Agreement by Holder. By its acceptance of this Note, Holder agrees to be bound by the terms hereof.

16. Documentary Stamp Taxes. All required Florida documentary stamp taxes due in connection with this Note have been paid.

[ Signature Page Follows ]

Kingfish Holding Corporation
a Delaware corporation

By: /s/ Ted Sparling

Name:
Ted Sparling

Title:
CEO

HOLDER :

By: /s/ James K. Toomey

James K. Toomey

[Signature Page to Amended and Restated Convertible Promissory Note No. 4
of Kingfish Holding Corporation (as Amended December 15, 2015)]

NOTICE OF EXERCISE

(To be executed by the Holder desiring to exercise the right to convert this Note into shares of common stock, par value $0.0001 per share, of KINGFISH HOLDING CORPORATION , a Delaware corporation)

The undersigned Holder of a Convertible Promissory Note (Note No. 4) hereby elects to exercise his or her Optional Conversion Right, pursuant to the provisions of the Note dated October 24, 2014 (as amended and restated on December 15, 2015) issued to the Holder by Kingfish Holding Corporation, a Delaware corporation, to receive that number of shares of Common Stock into which the outstanding principal amount of, and accrued and unpaid interest on, this Note is convertible at the Conversion Price at the address set forth below.

Dated:___________________,

Printed Name:

Signature:

Address:

(Signature must conform in all respects to the name of holder as specified on the face of this Note.)

EXHIBIT 4.3

AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE

Note No. 5

October 24, 2014

U.S. $10,000

Tampa, Florida

1. Interest Rate. The Company promises to pay simple interest on the outstanding principal amount of this Note from November 13, 2013 (the date that the underlying loan was originally made by the Holder to the Company) until paid in full at the fixed rate of three and one-half percent (3.5%) per annum. Interest shall be calculated on a 365-day year basis and shall be due and payable as set forth below.

5. Optional Conversion of Note.

(e) Definitions. For purposes of this Note:

(ii) The " Per Share Value " shall be $1.00 per share of Common Stock, subject to adjustment as provided in Section 5(f) hereof.

7. Waiver. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

9. Governing Law.

(a) This Note shall in all respects be governed by and construed in accordance with the laws of the State of Florida, without giving effect to the principles of conflict of laws thereof.

13. Time of Essence . Time is of the essence of the payment and performance of this Note.

15. Agreement by Holder. By its acceptance of this Note, Holder agrees to be bound by the terms hereof.

16. Documentary Stamp Taxes. All required Florida documentary stamp taxes due in connection with this Note have been paid.

[ Signature Page Follows ]

Kingfish Holding Corporation,

a Delaware corporation

By: /s/ Ted Sparling

Name:
Ted Sparling

Title:
CEO

HOLDER :

/s/ James K. Toomey

James K. Toomey

[Signature Page to Amended and Restated Convertible Promissory Note No. 5 of Kingfish Holding Corporation (as Amended December 15, 2015)]

NOTICE OF EXERCISE

The undersigned Holder of a Convertible Promissory Note (Note No. 5) hereby elects to exercise his or her Optional Conversion Right, pursuant to the provisions of the Note dated October 24, 2014 (as amended and restated on December 15, 2015) issued to the Holder by Kingfish Holding Corporation, a Delaware corporation, to receive that number of shares of Common Stock into which the outstanding principal amount of, and accrued and unpaid interest on, this Note is convertible at the Conversion Price at the address set forth below.

Dated: ___________________ Printed Name:

Signature:

Address:

(Signature must conform in all respects to the name of holder as specified on the face of this Note.)

EXHIBIT 4.4

AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE

Note No. 6

October 24, 2014

U.S. $10,000

Tampa, Florida

1. Interest Rate. The Company promises to pay simple interest on the outstanding principal amount of this Note from January 13, 2014 (the date that the underlying loan was originally made by the Holder to the Company) until paid in full at the fixed rate of three and one-half percent (3.5%) per annum. Interest shall be calculated on a 365-day year basis and shall be due and payable as set forth below.

5. Optional Conversion of Note.

(e) Definitions. For purposes of this Note:

(ii) The " Per Share Value " shall be $1.00 per share of Common Stock, subject to adjustment as provided in Section 5(f) hereof.

7. Waiver. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

9. Governing Law.

(a) This Note shall in all respects be governed by and construed in accordance with the laws of the State of Florida, without giving effect to the principles of conflict of laws thereof.

13. Time of Essence . Time is of the essence of the payment and performance of this Note.

15. Agreement by Holder. By its acceptance of this Note, Holder agrees to be bound by the terms hereof.

16. Documentary Stamp Taxes. All required Florida documentary stamp taxes due in connection with this Note have been paid.

[ Signature Page Follows ]

Kingfish Holding Corporation,

a Delaware corporation

By: /s/ Ted Sparling

Name:
Ted Sparling

Title:
CEO

HOLDER :

/s/ James K. Toomey

James K. Toomey

[Signature Page to Amended and Restated Convertible Promissory Note No. 6 of Kingfish Holding Corporation (as Amended December 15, 2015)]

NOTICE OF EXERCISE

The undersigned Holder of a Convertible Promissory Note (Note No. 6) hereby elects to exercise his or her Optional Conversion Right, pursuant to the provisions of the Note dated October 24, 2014 (as amended and restated on December 15, 2015) issued to the Holder by Kingfish Holding Corporation, a Delaware corporation, to receive that number of shares of Common Stock into which the outstanding principal amount of, and accrued and unpaid interest on, this Note is convertible at the Conversion Price at the address set forth below.

Dated: _____________
By

Printed Name:

Signature:

Address:

(Signature must conform in all respects to the name of holder as specified on the face of this Note.)

EXHIBIT 4.5

AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE

Note No. 7

October 24, 2014

U.S. $20,000

Tampa, Florida

FOR VALUE RECEIVED, the undersigned Kingfish Holding Corporation , a Delaware corporation (the " Company "), promises to pay to the order of James K. Toomey (" Payee ", and Payee and any subsequent permitted holder(s) of this amended and restated convertible promissory note (the " Note ") being referred to collectively as " Holder "), at Holder's address set forth below (or by wire transfer to Holder's wire address set forth below) or at such other place as Holder may designate in writing pursuant to the notice provisions below, the principal sum of TWENTY THOUSAND DOLLARS ($20,000) (the " Principal Amount "), together with accrued and unpaid interest thereon, said principal and interest to be due and payable as stated below.

1. Interest Rate. The Company promises to pay simple interest on the outstanding principal amount of this Note from April 24, 2014 (the date that the underlying loan was originally made by the Holder to the Company) until paid in full at the fixed rate of three and one-half percent (3.5%) per annum. Interest shall be calculated on a 365-day year basis and shall be due and payable as set forth below.

5. Optional Conversion of Note.

(e) Definitions. For purposes of this Note:

(ii) The " Per Share Value " shall be $1.00 per share of Common Stock, subject to adjustment as provided in Section 5(f) hereof.

(iii) The term " Sale of the Company " shall mean (A) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the shareholders of the Company immediately prior to such consolidation, merger or reorganization, continue to hold at least a majority of the voting power of the surviving entity in substantially the same proportions (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; (B) any transaction or series of related transactions to which the Company is a party in which in excess of 50% of the Company's voting power is transferred; provided, however , that a Sale of the Company shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or any successor or indebtedness of the Company is cancelled or converted or a combination thereof; or (C) a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company.

7. Waiver. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

9. Governing Law.

(a) This Note shall in all respects be governed by and construed in accordance with the laws of the State of Florida, without giving effect to the principles of conflict of laws thereof.

13. Time of Essence . Time is of the essence of the payment and performance of this Note.

15. Agreement by Holder. By its acceptance of this Note, Holder agrees to be bound by the terms hereof.

16. Documentary Stamp Taxes. All required Florida documentary stamp taxes due in connection with this Note have been paid.

[ Signature Page Follows ]

Kingfish Holding Corporation,

a Delaware corporation

By: /s/ Ted Sparling

Name:
Ted Sparling

Title:
CEO

HOLDER :

/s/ James K. Toomey

James K. Toomey

[Signature Page to Amended and Restated Convertible Promissory Note No. 7 of Kingfish Holding Corporation (as Amended December 15, 2015)]

NOTICE OF EXERCISE

The undersigned Holder of a Convertible Promissory Note (Note No. 7) hereby elects to exercise his or her Optional Conversion Right, pursuant to the provisions of the Note dated October 24, 2014 (as amended and restated on December 15, 2015) issued to the Holder by Kingfish Holding Corporation, a Delaware corporation, to receive that number of shares of Common Stock into which the outstanding principal amount of, and accrued and unpaid interest on, this Note is convertible at the Conversion Price at the address set forth below.

Dated: _____________________ By:

Printed Name:

Signature:

Address:

(Signature must conform in all respects to the name of holder as specified on the face of this Note.)

EXHIBIT 4.6

AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE

Note No. 8

October 24, 2014

U.S. $20,000

Tampa, Florida

FOR VALUE RECEIVED, the undersigned Kingfish Holding Corporation , a Delaware corporation (the " Company "), promises to pay to the order of James K. Toomey (" Payee ", and Payee and any subsequent permitted holder(s) of this amended and restated convertible promissory note (the " Note ") being referred to collectively as " Holder "), at Holder's address set forth below (or by wire transfer to Holder's wire address set forth below) or at such other place as Holder may designate in writing pursuant to the notice provisions below, the principal sum of TWENTY THOUSAND DOLLARS ($20,000) (the " Principal Amount "), together with accrued and unpaid interest thereon, said principal and interest to be due and payable as stated below.

1. Interest Rate. The Company promises to pay simple interest on the outstanding principal amount of this Note from May 22, 2014 (the date that the underlying loan was originally made by the Holder to the Company) until paid in full at the fixed rate of three and one-half percent (3.5%) per annum. Interest shall be calculated on a 365-day year basis and shall be due and payable as set forth below.

5. Optional Conversion of Note.

(e) Definitions. For purposes of this Note:

(ii) The " Per Share Value " shall be $1.00 per share of Common Stock, subject to adjustment as provided in Section 5(f) hereof.

7. Waiver. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

9. Governing Law.

(a) This Note shall in all respects be governed by and construed in accordance with the laws of the State of Florida, without giving effect to the principles of conflict of laws thereof.

13. Time of Essence . Time is of the essence of the payment and performance of this Note.

15. Agreement by Holder. By its acceptance of this Note, Holder agrees to be bound by the terms hereof.

16. Documentary Stamp Taxes. All required Florida documentary stamp taxes due in connection with this Note have been paid.

[ Signature Page Follows ]

Kingfish Holding Corporation,

a Delaware corporation

By: /s/ Ted Sparling

Name:
Ted Sparling

Title:
CEO

HOLDER :

/s/ James K Toomey

James K. Toomey

[Signature Page to Amended and Restated Convertible Promissory Note No. 8 of Kingfish Holding Corporation (as Amended December 15, 2015)]

NOTICE OF EXERCISE

The undersigned Holder of a Convertible Promissory Note (Note No. 8) hereby elects to exercise his or her Optional Conversion Right, pursuant to the provisions of the Note dated October 24, 2014 (as amended and restated on December 15, 2015) issued to the Holder by Kingfish Holding Corporation, a Delaware corporation, to receive that number of shares of Common Stock into which the outstanding principal amount of, and accrued and unpaid interest on, this Note is convertible at the Conversion Price at the address set forth below.

Dated: _________________ Printed Name:

Signature:

Address:

(Signature must conform in all respects to the name of holder as specified on the face of this Note.)

EXHIBIT 4.7

AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE

Note No. 9

October 24, 2014

U.S. $20,000

Tampa, Florida

FOR VALUE RECEIVED, the undersigned Kingfish Holding Corporation , a Delaware corporation (the " Company "), promises to pay to the order of James K. Toomey (" Payee ", and Payee and any subsequent permitted holder(s) of this amended and restated convertible promissory note (the " Note ") being referred to collectively as " Holder "), at Holder's address set forth below (or by wire transfer to Holder's wire address set forth below) or at such other place as Holder may designate in writing pursuant to the notice provisions below, the principal sum of TWENTY THOUSAND DOLLARS ($20,000) (the " Principal Amount "), together with accrued and unpaid interest thereon, said principal and interest to be due and payable as stated below.

1. Interest Rate. The Company promises to pay simple interest on the outstanding principal amount of this Note from September 17, 2014 (the date that the underlying loan was originally made by the Holder to the Company) until paid in full at the fixed rate of three and one-half percent (3.5%) per annum. Interest shall be calculated on a 365-day year basis and shall be due and payable as set forth below.

5. Optional Conversion of Note.

(e) Definitions. For purposes of this Note:

(ii) The " Per Share Value " shall be $1.00 per share of Common Stock, subject to adjustment as provided in Section 5(f) hereof.

7. Waiver. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

9. Governing Law.

(a) This Note shall in all respects be governed by and construed in accordance with the laws of the State of Florida, without giving effect to the principles of conflict of laws thereof.

13. Time of Essence . Time is of the essence of the payment and performance of this Note.

15. Agreement by Holder. By its acceptance of this Note, Holder agrees to be bound by the terms hereof.

16. Documentary Stamp Taxes. All required Florida documentary stamp taxes due in connection with this Note have been paid.

[ Signature Page Follows ]

Kingfish Holding Corporation
a Delaware corporation

By: /s/ Ted Sparling

Name:
Ted Sparling

Title:
CEO

HOLDER :

/s/ James K. Toomey

James K. Toomey

[Signature Page to Amended and Restated Convertible Promissory Note No. 9 of Kingfish Holding Corporation (as Amended December 15, 2015)]

NOTICE OF EXERCISE

The undersigned Holder of a Convertible Promissory Note (Note No. 9) hereby elects to exercise his or her Optional Conversion Right, pursuant to the provisions of the Note dated October 24, 2014 (as amended and restated on December 15, 2015) issued to the Holder by Kingfish Holding Corporation, a Delaware corporation, to receive that number of shares of Common Stock into which the outstanding principal amount of, and accrued and unpaid interest on, this Note is convertible at the Conversion Price at the address set forth below.

Dated:___________________,

Printed Name:

Signature:

Address:

(Signature must conform in all respects to the name of holder as specified on the face of this Note.)

EXHIBIT 4.8

AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE

Note No. 10

February 10, 2015

U.S. $60,000,00

Tampa, Florida

FOR VALUE RECEIVED, the undersigned Kingfish Holding Corporation , a Delaware corporation (the " Company "), promises to pay to the order of James K. Toomey (" Payee ", and Payee and any subsequent permitted holder(s) of this amended and restated convertible promissory note (the " Note ") being referred to collectively as " Holder "), at Holder's address set forth below (or by wire transfer to Holder's wire address set forth below) or at such other place as Holder may designate in writing pursuant to the notice provisions below, the principal sum of SIXTY THOUSAND DOLLARS ($60,000.00) (the " Principal Amount "), together with accrued and unpaid interest thereon, said principal and interest to be due and payable as stated below.

This Note is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement, dated as of dated as of February 10, 2015, as amended by the First Amendment and Restatement of Convertible Promissory Note Purchase Agreement, dated as of December 15, 2015, by and between the Company and the Payee (the " Purchase Agreement "). Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement. This Note amends, restates in its entirety, and supersedes the prior Convertible Promissory Note No. 10 issued under the Original Purchase Agreement.

1. Interest Rate. The Company promises to pay simple interest on the outstanding principal amount of this Note from December 19, 2014 (the date that the underlying loan was originally made by the Holder to the Company) until paid in full at the fixed rate of three and one-half percent (3.5%) per annum. Interest shall be calculated on a 365-day year basis and shall be due and payable as set forth below.

5. Optional Conversion of Note.

(e) Definitions. For purposes of this Note:

(ii) The " Per Share Value " shall be $1.00 per share of Common Stock, subject to adjustment as provided in Section 5(f) hereof.

7. Waiver. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

9. Governing Law.

(a) This Note shall in all respects be governed by and construed in accordance with the laws of the State of Florida, without giving effect to the principles of conflict of laws thereof.

13. Time of Essence . Time is of the essence of the payment and performance of this Note.

15. Agreement by Holder. By its acceptance of this Note, Holder agrees to be bound by the terms hereof.

16. Documentary Stamp Taxes. All required Florida documentary stamp taxes due in connection with this Note have been paid.

[ Signature Page Follows ]

Kingfish Holding Corporation

a Delaware corporation

By:

/s/ Ted Sparling

Name:

Ted Sparling

Title:

CEO

HOLDER :

/s/ James K. Toomey

James K. Toomey

[Signature Page to Amended and Restated Convertible Promissory Note No. 10 of Kingfish Holding Corporation (as Amended December 15, 2015)]

NOTICE OF EXERCISE

(To be executed by the Holder desiring to exercise the right to convert this Note into shares of common stock, par value $0.0001 per share, of the Company ("Common Stock") of KINGFISH HOLDING CORPORATION , a Delaware corporation)

The undersigned Holder of the Amended and Restated Convertible Promissory Note (Note No. 10) hereby elects to exercise his or her Optional Conversion Right, pursuant to the provisions of the Note dated as of February 10, 2015 (as amended on December 15, 2015) issued to the Holder by Kingfish Holding Corporation, a Delaware corporation, to receive that number of shares of Common Stock into which the outstanding principal amount of, and accrued and unpaid interest on, this Note is convertible at the Conversion Price at the address set forth below.

Dated:___________________,

Printed Name:

Signature:

Address:

(Signature must conform in all respects to the name of holder as specified on the face of this Note.)

EXHIBIT 4.9

AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE

Note No. 11

May 13, 2015

U.S. $20,000.00

Tampa, Florida

FOR VALUE RECEIVED, the undersigned Kingfish Holding Corporation , a Delaware corporation (the " Company "), promises to pay to the order of James K. Toomey (" Payee ", and Payee and any subsequent permitted holder(s) of this amended and restated convertible promissory note (the " Note ") being referred to collectively as " Holder "), at Holder's address set forth below (or by wire transfer to Holder's wire address set forth below) or at such other place as Holder may designate in writing pursuant to the notice provisions below, the principal sum of TWENTY THOUSAND DOLLARS ($20,000.00) (the " Principal Amount "), together with accrued and unpaid interest thereon, said principal and interest to be due and payable as stated below.

This Note is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement (as amended, the " Purchase Agreement ") dated as of May 13, 2015, as amended by the First Amendment and Restatement of Convertible Promissory Note Purchase Agreement, dated as of December 15, 2015, by and between the Company and the Payee. Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement. This Note amends, restates in its entirety, and supersedes the prior Convertible Promissory Note No. 11 issued under the Original Purchase Agreement.

1. Interest Rate. The Company promises to pay simple interest on the outstanding principal amount of this Note from March 5, 2015 (the date that the underlying loan was originally made by the Holder to the Company) until paid in full at the fixed rate of three and one-half percent (3.5%) per annum. Interest shall be calculated on a 365-day year basis and shall be due and payable as set forth below.

5. Optional Conversion of Note.

(a) Optional Conversion Rights. The outstanding principal balance of this Note shall be convertible, in whole or in part, at the option of the Holder at any time prior to the Maturity Date, into shares of common stock, par value $0.0001 per share, of the Company (" Common Stock "), at the then-Conversion Price (as defined in Section 5(d) below) (the " Optional Conversion Right "). To the extent that the Holder decides to exercise his or her Optional Conversion Right, then any unpaid interest on this Note shall be converted into Common Stock on the same terms as the principal of the Note .

(e) Definitions. For purposes of this Note:

(ii) The " Per Share Value " shall be $1.00 per share of Common Stock, subject to adjustment as provided in Section 5(f) hereof.

7. Waiver. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

9. Governing Law.

(a) This Note shall in all respects be governed by and construed in accordance with the laws of the State of Florida, without giving effect to the principles of conflict of laws thereof.

13. Time of Essence . Time is of the essence of the payment and performance of this Note.

15. Agreement by Holder. By its acceptance of this Note, Holder agrees to be bound by the terms hereof.

16. Documentary Stamp Taxes. All required Florida documentary stamp taxes due in connection with this Note have been paid.

[ Signature Page Follows ]

Kingfish Holding Corporation

a Delaware corporation

By:

/s/ Ted Sparling

Name:

Ted Sparling

Title:

CEO

HOLDER :

/s/ James K. Toomey

James K. Toomey

[Signature page to Amended and Restated Convertible Promissory Note No. 11 of Kingfish Holding Corporation (as Amended December 15, 2015)]

NOTICE OF EXERCISE

The undersigned Holder of a Convertible Promissory Note (Note No. 11) hereby elects to exercise his or her Optional Conversion Right, pursuant to the provisions of the Note dated May 13, 2015 (as amended on December 15, 2015) issued to the Holder by Kingfish Holding Corporation, a Delaware corporation, to receive that number of shares of Common Stock into which the outstanding principal amount of, and accrued and unpaid interest on, this Note is convertible at the Conversion Price at the address set forth below.

Dated:___________________,

Printed Name:

Signature:

Address:

(Signature must conform in all respects to the name of holder as specified on the face of this Note.)

EXHIBIT 4.10

AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE

Note No. 12

May 13, 2015

U.S. $40,000.00

Tampa, Florida

FOR VALUE RECEIVED, the undersigned Kingfish Holding Corporation , a Delaware corporation (the " Company "), promises to pay to the order of James K. Toomey (" Payee ", and Payee and any subsequent permitted holder(s) of this amended and restated convertible promissory note (the " Note ")being referred to collectively as " Holder "), at Holder's address set forth below (or by wire transfer to Holder's wire address set forth below) or at such other place as Holder may designate in writing pursuant to the notice provisions below, the principal sum of FORTY THOUSAND DOLLARS ($40,000.00) (the " Principal Amount "), together with accrued and unpaid interest thereon, said principal and interest to be due and payable as stated below.

1. Interest Rate. The Company promises to pay simple interest on the outstanding principal amount of this Note from March 16, 2015 (the date that the underlying loan was originally made by the Holder to the Company) until paid in full at the fixed rate of three and one-half percent (3.5%) per annum. Interest shall be calculated on a 365-day year basis and shall be due and payable as set forth below.

5. Optional Conversion of Note.

(a) Optional Conversion Rights. The outstanding principal balance of this Note shall be convertible, in whole or in part, at the option of the Holder at any time prior to the Maturity Date, into shares of common stock, par value $0.0001 per share, of the Company (" Common Stock "), at the then-Conversion Price (as defined in Section 5(d) below) (the " Optional Conversion Right "). To the extent that the Holder decides to exercise his or her Optional Conversion Right, then any unpaid interest on this Note shall be converted into Common Stock on the same terms as the principal of the Note.

(e) Definitions. For purposes of this Note:

(ii) The " Per Share Value " shall be $1.00 per share of Common Stock, subject to adjustment as provided in Section 5(f) hereof.

7. Waiver. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

9. Governing Law.

(a) This Note shall in all respects be governed by and construed in accordance with the laws of the State of Florida, without giving effect to the principles of conflict of laws thereof.

13. Time of Essence . Time is of the essence of the payment and performance of this Note.

15. Agreement by Holder. By its acceptance of this Note, Holder agrees to be bound by the terms hereof.

16. Documentary Stamp Taxes. All required Florida documentary stamp taxes due in connection with this Note have been paid.

[ Signature Page Follows ]

Kingfish Holding Corporation

a Delaware corporation

By:

/s/ Ted Sparling

Name:

Ted Sparling

Title:

CEO

HOLDER :

/s/ James K. Toomey

James K. Toomey

[Signature page to Amended and Restated Convertible Promissory Note No. 12 of Kingfish Holding Corporation (as Amended December 15, 2015)]

NOTICE OF EXERCISE

The undersigned Holder of a Convertible Promissory Note (Note No. 12) hereby elects to exercise his or her Optional Conversion Right, pursuant to the provisions of the Note dated May 13, 2015 (as amended on December 15, 2015) issued to the Holder by Kingfish Holding Corporation, a Delaware corporation, to receive that number of shares of Common Stock into which the outstanding principal amount of, and accrued and unpaid interest on, this Note is convertible at the Conversion Price at the address set forth below.

Dated:___________________,

Printed Name:

Signature:

Address:

(Signature must conform in all respects to the name of holder as specified on the face of this Note.)

EXHIBIT 4.11

THIS CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND THE SECURITIES LAWS OF ALL OTHER APPLICABLE JURISDICTIONS OR (2) THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION SHALL BE ESTABLISHED TO THE REASONABLE SATISFACTION OF THE ISSUER.

CONVERTIBLE PROMISSORY NOTE

Note No. 13
December 15, 2015

U.S. $20,000.00
Tampa, Florida

FOR VALUE RECEIVED, the undersigned Kingfish Holding Corporation , a Delaware corporation (the " Company "), promises to pay to the order of James K. Toomey (" Payee ", and Payee and any subsequent permitted holder(s) of this convertible promissory note (the " Note ") being referred to collectively as " Holder "), at Holder's address set forth below (or by wire transfer to Holder's wire address set forth below) or at such other place as Holder may designate in writing pursuant to the notice provisions below, the principal sum of TWENTY THOUSAND DOLLARS ($20,000.00) (the " Principal Amount "), together with accrued and unpaid interest thereon, said principal and interest to be due and payable as stated below.

This Note is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement (the " Purchase Agreement ") dated as of December 15, 2015 by and between the Company and the Payee. Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement.

1. Interest Rate. The Company promises to pay simple interest on the outstanding principal amount of this Note from September 8, 2015 (the date that the underlying loan was originally made by the Holder to the Company) until paid in full at the fixed rate of three and one-half percent (3.5%) per annum. Interest shall be calculated on a 365-day year basis and shall be due and payable as set forth below.

5. Optional Conversion of Note.

(a) Optional Conversion Rights. The outstanding principal balance of this Note shall be convertible, in whole or in part, at the option of the Holder at any time prior to the Maturity Date, into shares of common stock, par value $0.0001 per share, of the Company (" Common Stock "), at the then-Conversion Price (as defined in Section 5(e) below) (the " Optional Conversion Right "). To the extent that the Holder decides to exercise his or her Optional Conversion Right, then any unpaid interest on this Note shall be converted into Common Stock on the same terms as the principal of the Note.

(e) Definitions. For purposes of this Note:

(ii) The " Per Share Value " shall be $1.00 per share of Common Stock, subject to adjustment as provided in Section 5(f) hereof.

7. Waiver. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

9. Governing Law.

(a) This Note shall in all respects be governed by and construed in accordance with the laws of the State of Florida, without giving effect to the principles of conflict of laws thereof.

13. Time of Essence . Time is of the essence of the payment and performance of this Note.

15. Agreement by Holder. By its acceptance of this Note, Holder agrees to be bound by the terms hereof.

16. Documentary Stamp Taxes. All required Florida documentary stamp taxes due in connection with this Note have been paid.

[ Signature Page Follows ]

Kingfish Holding Corporation

a Delaware corporation

By:

/s/ Ted Sparling

Name:

Ted Sparling

Title:

CEO

HOLDER :

/s/ James K. Toomey

James K. Toomey

[Signature Page to Convertible Promissory Note No. 13 of Kingfish Holding Corporation (December 15, 2015)]

NOTICE OF EXERCISE

The undersigned Holder of a Convertible Promissory Note (Note No. 13) hereby elects to exercise his or her Optional Conversion Right, pursuant to the provisions of the Note dated December 15, 2015 issued to the Holder by Kingfish Holding Corporation, a Delaware corporation, to receive that number of shares of Common Stock into which the outstanding principal amount of, and accrued and unpaid interest on, this Note is convertible at the Conversion Price at the address set forth below.

Dated:___________________,

Printed Name:

Signature:

Address:

(Signature must conform in all respects to the name of holder as specified on the face of this Note.)

EXHIBIT 4.12

CONVERTIBLE PROMISSORY NOTE

Note No. 14 December 15, 2015

U.S. $20,000.00 Tampa, Florida

FOR VALUE RECEIVED, the undersigned Kingfish Holding Corporation , a Delaware corporation (the " Company "), promises to pay to the order of James K. Toomey (" Payee ", and Payee and any subsequent permitted holder(s) of this convertible promissory note (the " Note ") being referred to collectively as " Holder "), at Holder's address set forth below (or by wire transfer to Holder's wire address set forth below) or at such other place as Holder may designate in writing pursuant to the notice provisions below, the principal sum of TWENTY THOUSAND DOLLARS ($20,000.00) (the " Principal Amount "), together with accrued and unpaid interest thereon, said principal and interest to be due and payable as stated below.

1. Interest Rate. The Company promises to pay simple interest on the outstanding principal amount of this Note from December 7, 2015 (the date that the underlying loan was originally made by the Holder to the Company) until paid in full at the fixed rate of three and one-half percent (3.5%) per annum. Interest shall be calculated on a 365-day year basis and shall be due and payable as set forth below.

5. Optional Conversion of Note.

(a) Optional Conversion Rights. The outstanding principal balance of this Note shall be convertible, in whole or in part, at the option of the Holder at any time prior to the Maturity Date, into shares of common stock, par value $0.0001 per share, of the Company (" Common Stock "), at the then-Conversion Price (as defined in Section 5(e) below) (the " Optional Conversion Right "). To the extent that the Holder decides to exercise his or her Optional Conversion Right, then any unpaid interest on this Note shall be converted into Common Stock on the same terms as the principal of the Note.

(e) Definitions. For purposes of this Note:

(ii) The " Per Share Value " shall be $1.00 per share of Common Stock, subject to adjustment as provided in Section 5(f) hereof.

7. Waiver. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

9. Governing Law.

(a) This Note shall in all respects be governed by and construed in accordance with the laws of the State of Florida, without giving effect to the principles of conflict of laws thereof.

13. Time of Essence . Time is of the essence of the payment and performance of this Note.

15. Agreement by Holder. By its acceptance of this Note, Holder agrees to be bound by the terms hereof.

16. Documentary Stamp Taxes. All required Florida documentary stamp taxes due in connection with this Note have been paid.

[ Signature Page Follows ]

Kingfish Holding Corporation

a Delaware corporation

By:

/s/ Ted Sparling

Name:

Ted Sparling

Title:

CEO

HOLDER :

/s/ James K. Toomey

James K. Toomey

[Signature Page to Convertible Promissory Note No. 14 of Kingfish Holding Corporation (December 15, 2015)]

NOTICE OF EXERCISE

The undersigned Holder of a Convertible Promissory Note (Note No. 14) hereby elects to exercise his or her Optional Conversion Right, pursuant to the provisions of the Note dated December 15, 2015 issued to the Holder by Kingfish Holding Corporation, a Delaware corporation, to receive that number of shares of Common Stock into which the outstanding principal amount of, and accrued and unpaid interest on, this Note is convertible at the Conversion Price at the address set forth below.

Dated:___________________,

Printed Name:

Signature:

Address:

(Signature must conform in all respects to the name of holder as specified on the face of this Note.)

EXHIBIT 10.1

SECOND AMENDMENT AND RESTATEMENT

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT

SECOND AMENDMENT AND RESTATEMENT OF CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this " Second Amended and Restated Amendment "), effective as December 15, 2015, is entered into by and among Kingfish Holding Corporation, a Delaware corporation (formerly Kesselring Holding Corporation, the " Company "), and James K. Toomey, an individual with his business address at 6425 28 ^th Avenue East, Bradenton, Florida 34208 (the " Investor "). This Second Amended and Restated Amendment amends, restates, and, except as specifically provided herein, supersedes the prior Convertible Promissory Note Purchase Agreement, effective as of October 24, 2014 (the " Original Purchase Agreement "), as amended by First Amendment to Convertible Promissory Note Purchase Agreement, effective as of January 12, 2015 (the " First Amended Purchase Agreement "), as further amended in Section 4.5 of the Convertible Promissory Note Purchase Agreement by and between the Company and the Investor, effective as of May 13, 2015 (the " May 2015 Agreement ")(collectively, the " Purchase Agreement "). This Second Amended and Restated Amendment sets forth the amended terms and conditions of, and, except as specifically provided otherwise herein, restates in its entirety, the Purchase Agreement and certain of the terms of the Convertible Notes (defined below) issued pursuant to the Purchase Agreement. All capitalized terms in this Amended and Restated Amendment shall have the meanings ascribed to them in Section 5.1 hereof, unless otherwise indicated.

RECITALS

WHEREAS , the parties hereto previously entered into the Original Purchase Agreement to formalize $90,000 of borrowings made by the Investor to the Company from time to time from October 2013 through September 17, 2014 (" Covered Period ") to conduct its business and pay certain specified costs;

WHEREAS , during the Covered Period the Investor made six separate loan advances to the Company in aggregate principal amount of Ninety Thousand Dollars ($90,000) in such principal amounts and on or about such dates as set forth in Exhibit A hereto (each such advance, a " Loan " and collectively the " Loans ");

WHEREAS , each Loan was evidenced by a convertible promissory note in the principal amount of such Loan issued to the Investor (each, an " Original Convertible Note " and collectively the, " Original Convertible Notes "), which Original Convertible Notes for all such Loans were issued and delivered by Company concurrently with the execution of the Original Purchase Agreement;

WHEREAS , the Original Purchase Agreement was amended by the First Amended Purchase Agreement to change the Conversion Price (as defined in the Convertible Notes) from a variable rate based on the mean of the bid and asked prices of shares of Common Stock as quoted on any inter-dealer quotation system or pink sheets for the ninety (90) consecutive full trading days in which such shares were traded ending at the close of trading on the fifth business day preceding the Determination Date (as defined in the Original Convertible Notes and which refers to the date on which the Convertible Notes would be first convertible by the holder thereof) to a fixed price of $0.01 per share of Common Stock, subject to certain anti-dilution protections;

WHEREAS , the change to the Conversion Price pursuant to the First Amended Purchase Agreement resulted in the Company having a sufficient number of authorized shares of Common Stock to issue the Conversion Shares upon conversion of the outstanding Original Convertible Notes, the Purchase Agreement was subsequently further amended by the May 2015 Agreement pursuant to which Section 4.3 of the Purchase Agreement was revised to delete the requirement that the Company seek to authorize additional shares of Common Stock;

WHEREAS , the parties again have recently have reviewed the arrangements between them and have agreed, in the best interests of the Company and its other stockholders, to further revise the Original Convertible Notes outstanding under the Purchase Agreement to: (a) change the Conversion Price to $1.00 per share, (b) delete certain conditions to the exercise of the Optional Conversion Rights (as defined in the Outstanding Convertible Notes) that are no longer necessary in order to issue the Common Stock under the Certificate of Incorporation upon exercise of such conversion rights, such as the Authorization Actions (as defined in the Outstanding Convertible Notes), and (c) make other clean-up changes and to delete historical references or conditions that no longer apply due solely to the passage of time; and

WHEREAS , the parties also agreed that for purposes of clarity that all changes to the Purchase Agreement and the Original Convertible Notes made since the date of the Original Purchase Agreement should be included in amended and restated agreements.

NOW, THEREFORE, consideration of the above and mutual representations, warranties, covenants, and agreements herein contained, the parties hereby agree as follows:

1. Amount and Terms of Loans .

1.1 The Loans. The Company acknowledges receipt of the Loans in aggregate principal amount of Ninety Thousand Dollars ($90,000) in such principal amounts and on or about such dates as set forth in Exhibit A hereto. Each Loan shall be evidenced by the amended and restated convertible promissory note in the principal amount of such Loan issued to the Investor in substantially the form attached hereto as Exhibit B (each, an " Amended and Restated Convertible Note " and collectively the, " Amended and Restated Convertible Notes "), which Amended and Restated Convertible Notes for all such Loans shall be issued and delivered by Company concurrently with the execution of this Second Amended and Restated Amendment. Upon issuance of each Amended and Restated Convertible Note, the previously issued Original Convertible Notes, as amended, reflecting such Loans shall be extinguished and be of no further force or effect.

1.2 Loans Fully Funded. The Company acknowledges that the Investor has fully funded each of the Loans on or about their dates as set forth in Exhibit A and the Company received the all of the proceeds therefrom on or about such date.

1.3 Terms and Conditions of the Loans. Each of the Loans individually and all of the Loans in the aggregate were made by the Investor to the Company on the basis of the representations, warranties, covenants and agreements contained in the Original Purchase Agreement, and subject to the terms and conditions set forth of in the Original Purchase Agreement.

2. Continuing Representations, Warranties, and Covenants of the Company . The following representations and warranties made by the Company to the Investor:

2.1 Continuation of Representations and Warranties of the Company from Original Purchase Agreement . Each of t he representations and warranties made by the Company to the Investor in the Original Purchase Agreement are incorporated herein by reference and continue to be effective as of the dates stated therein with the full force and effect as they were originally made to the Investor.

2.2 Organization, Standing, and Power. The Company is a corporation duly incorporated, validly existing, and in good standing under the Laws of the State of Delaware, and has the requisite corporate power and authority to own, lease, operate and otherwise hold its properties and assets and to carry on its business as it is now being conducted.

2.3 Authority; Due Execution.

(a) The Company has all of the requisite corporate power and authority to execute and deliver this Second Amended and Restated Amendment and each of the Amended and Restated Convertible Notes (this Second Amended and Restated Amendment and all of the Amended and Restated Convertible Notes are referred to collectively as, the " Loan Documents "), and to carry out and perform its obligations under the Loan Documents, and to consummate the transactions contemplated thereby. The execution, delivery, and performance by the Company of the Loan Documents, including the delivery of each of the Amended and Restated Convertible Notes and the reservation of Common Stock issuable upon conversion of all of the Amended and Restated Convertible Notes (the " Conversion Shares "), and the consummation of the transactions contemplated thereby, has been duly and validly authorized by all necessary corporate action on the part of the Company. The Loan Documents have been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by the Investor, of each of the Loan Documents will constitute legal, valid, and binding obligations of the Company, enforceable against it in accordance with their respective terms (except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriums, or similar Laws affecting creditors' rights and remedies generally and except that the availability of the equitable remedy of specific performance and injunctive relief is subject to the discretion of the court before which any proceedings may be brought (the " Bankruptcy and Equity Exceptions ").

(b) The Board of Directors of the Company (the " Board of Directors " or the " Board ") has determined that this Second Amended and Restated Amendment , the Loan transactions which are the subject of this this Second Amended and Restated Amendment , and the Amended and Restated Convertible Notes are fair to and in the best interests of the Company and its stockholders and have approved and adopted this Second Amended and Restated Amendment , the Loan transactions, and each of Amended and Restated Convertible Notes .

2.4 No Conflict or Required Approvals.

(a) Neither the execution and delivery of this Second Amended and Restated Amendment or any of the Amended and Restated Convertible Notes, nor the consummation by the Company of the transactions contemplated hereby or thereby, or compliance with any of the terms or provisions herein nor any of the Amended and Restated Convertible Notes by the Company will (i) conflict with or violate any provision of the Certificate of Incorporation or bylaws of the Company, (ii) violate, conflict with, constitute or result in a breach of any term, condition, or provision of, or constitute a default (with or without notice or the lapse of time, or both) under, or give rise to any right of termination, cancellation, or acceleration of any obligation or the loss of any material benefit under, or require a Consent pursuant to, or result in the creation of any material Lien upon any material assets or properties of the Company pursuant to any of the terms, provisions, or conditions of any material loan or credit agreement, note, bond, mortgage, indenture, deed of trust, license, agreement, contract, lease, Permit, concession, franchise, plan, or other instrument or obligation to which the Company is a party or by which any of its material assets or properties may be bound or affected, or (iii) conflict with or violate any judgment, order, writ, injunction, decree of any court, governmental, regulatory or administrative agency, commission, authority, instrumentality, or other public body, domestic or foreign (a " Governmental Entity "), or material Law applicable to the Company or any of its assets or properties; except in the case of clauses (ii) and (iii) of this Section 2.4(a), as would not have a material adverse effect on the Company or its ability to consummate and perform the terms of this Second Amended and Restated Amendment.

(b) Neither the execution and delivery of each of the Loan Documents, nor the consummation of the transactions contemplated by the Loan Documents will require notice to, registration, declaration, or filing by the Company with, or the order, authorization, or Permit of, or exception or waiver by, or Consent of, or any action by, any Governmental Entity other than in connection or compliance with the provisions of applicable state corporate and securities Laws, and the United States federal securities Laws.

2.5 Capitalization.

(a) The authorized capital stock of the Company, prior to giving effect to the conversion of any of the Amended and Restated Convertible Notes hereby, consists of (i) 200,000,000 Common Shares, of which 116,712,987 shares are issued and outstanding, and (ii) 20,000,000 of preferred stock, par value $0.0001 per share (the " Preferred Stock "), none of which are issued and outstanding.

(b) All issued and outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and nonassessable.

(c) No stockholder of the Company or any other person is entitled to any preemptive rights with respect to the purchase, sale, or issuance of securities by the Company. Except as required pursuant to the terms of the Loan Documents and the outstanding convertible notes identified in Schedule 2.5 of this Agreement: (i) there are no outstanding or authorized options, warrants, "phantom" equity rights, agreements, subscriptions, calls, demands, or other rights, commitments, or arrangements (written or oral, or contingent or otherwise) of any character to purchase or acquire any capital stock or other equity investments in any security directly or indirectly convertible into or exchangeable or exercisable for, the capital stock of or other equity interest in the Company, including, without limitation, any convertible indebtedness obligations (collectively, " Options "), (ii) the Company has no outstanding obligation (contingent or otherwise) to issue any Options or to issue or distribute to holders of any shares of its capital stock, any evidences of indebtedness, or assets of the Company, (iii) the Company has no outstanding obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof, and (iv) there are no voting trusts, trusts, proxies or other similar agreements, understandings, or similar arrangements to which the Company is a party or by which the Company is bound with respect to the voting of any shares of capital stock of the Company.

2.6 Issuance of Conversion Shares.

(a) The issuance, sale, and delivery of the Conversion Shares to the Investor upon conversion of the Amended and Restated Convertible Notes has been duly authorized by all necessary corporate action on the part of the Company and the Conversion Shares, when issued, sold, and delivered in compliance with the provisions of the Loan Documents, will be duly and validly issued, fully paid, and nonassessable, and shall be free and clear of any Liens, or preemptive or other similar rights and will be issued in compliance with all applicable federal and securities laws.

(b) Assuming the accuracy of the representations and warranties of the Investor contained in Section 3 hereof and in Section 3 of the Original Purchase Agreement (which are incorporated herein by reference), the offer, issue, and sale of the Original Convertible Notes (as amended by the Amended and Restated Convertible Notes) and Conversion Shares (collectively, the " Securities ") were, are, and will be exempt from the registration under the Securities Act of 1933, as amended (the " Securities Act "), and are exempt from registration and qualification the securities laws of all other applicable jurisdictions.

2.7 Compliance with Laws; No Violations.

(a) The Company holds all Permits necessary for it to own, lease, and operate its assets and properties and to lawfully carry on its business as now conducted except as would not have a material adverse effect on the Company. All material Permits are in full force and effect, and the Company is in substantial compliance with all conditions and requirements of such Permits and all rules and regulations relating thereto.

(b) The Company is not in conflict with, or in default under, or in violation of: (i) its Certificate of Incorporation or bylaws, or (ii) except as would not have a material adverse effect on the Company, any Law, Permit, order, judgment, writ, injunction, or decree applicable to the Company or by which the material assets or properties of the Company are bound or affected, and no claim is pending or, to the Knowledge of any of the Company, threatened with respect to such matters.

2.8 No Sales or Liquidation Contemplated. The Company is not in discussions or negotiations with any third party regarding the sale of the business of the Company, whether structured as a merger, reverse merger, share exchange, sale of a controlling interest of its stock, the sale of all or substantially all of the assets of the business of the Company, or otherwise contemplating a liquidation of the Company.

2.9 No Broker or Finder. Neither the Company or any of its officers, directors, have retained or used the services of any broker, finder, investment banker, or other financial intermediary, nor has the Company paid or agreed to pay any brokerage, finder's, or other fee or commission in connection with any of the transactions contemplated by this Second Amended and Restated Amendment.

2.10 Accuracy of Representations and Warranties . The Company confirms that the representations and warranties of the Company made to the Investor pursuant to the Original Purchase Agreement were true and correct as of the date that each Loan was funded by the Investor (" Loan Date ") and are true and correct as of the date the Original Purchase Agreement .

3. Representations, Warranties, and Covenants of the Investor . The Investor hereby represents and warrants to the Company as follows:

3.1 Continuation of Representations and Warranties of the Investor from Original Purchase Agreement . Each of t he representations and warranties made by the Investor to the Company in the Original Purchase Agreement and are incorporated herein by reference and continue to be effective as of the dates stated therein with the full force and effect as there were originally made to the Company.

3.2 Authority; No Conflict or Required Consents.

(a) The Investor is an individual who has full legal capacity to execute and deliver this Second Amended and Restated Amendment, to perform his obligations hereunder and thereunder, and to consummate the transactions contemplated hereby. This Second Amended and Restated Amendment has been duly executed and delivered by the Investor and, assuming valid authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of the Investor enforceable against him in accordance with its terms (subject to the Bankruptcy and Equity Exceptions).

(b) Neither the execution, delivery or performance of this Second Amended and Restated Amendment by the Investor, nor the consummation by the Investor of the transactions hereby, or compliance by the Investor with any of the terms or provisions herein will conflict with or violate any order, writ, Injunction, decree, or Law applicable to the Investor, or any of his properties or assets that will materially impair the ability of the Investor to perform his obligations under this Second Amended and Restated Amendment.

(c) Neither the execution or delivery of this Second Amended and Restated Amendment by such Investor, nor the consummation of the transactions contemplated hereby, will require notice to, registration, declaration, or filing by the Investor with, or Permit or Consent of, or any action by any Governmental Entity.

3.3 Investment Representations.

(a) The Investor affirms that he has been advised and understands that (i) the Securities have not been registered under the Securities Act or registered or qualified under the securities Laws of any other jurisdiction and are being sold in reliance upon an exemption from registration under such Laws, (ii) he may not transfer the Securities unless they are subsequently registered and qualified under such Laws or, in the opinion of counsel reasonably satisfactory to the Company, an exemption from such registration and qualification is available, and (iii) any Transfer that is permitted must satisfy certain legal, procedural and other requirements.

(b) The Investor: (i) is the sole and true party in interest, and has acquired the Securities solely for his own account, not as a nominee or agent, for investment purposes only, and not with an intent or a view to the sale or distribution of any part thereof within the meaning of Section 2(a)(11) of the Securities Act, (ii) does not have any present intent of making a Transfer of, granting a participation in, or otherwise distributing the Securities in a manner contrary to the Securities Act or the securities Laws of any other applicable jurisdiction, nor does the Investor have any contract, undertaking, agreement, or arrangement with any person to Transfer, grant any participation in, or otherwise distribute any of the Securities to such person, and (iii) does not presently have any reason to anticipate any change in circumstances or other particular occasion or event which would cause the Investor to need to sell the Securities, except in accordance with the terms of this Agreement and in compliance with all applicable federal and state securities Laws.

(c) The Investor understands and acknowledges that only the Company can register the Securities under applicable securities Laws; the Company does not have any present intention to register the Securities under the Securities Act or the securities Laws of any other jurisdiction; there is a limited public market for the Common Stock; and, as a result an investment in the Securities may not be liquid and that the Investor must bear the economic risk of the investment indefinitely. In this regard, the Investor further represents that it has adequate means of providing for his current needs and possible personal contingencies, it can afford to bear the economic risk of holding the Amended and Restated Convertible Notes and the Conversion Shares for an indefinite period of time, it has no need for liquidity in its investment in the Amended and Restated Convertible Notes or the Conversion Shares, and he has the net worth sufficient to bear the risks of and to sustain a complete loss of his entire investment in the Company.

(d) The Investor confirms that it is aware and understands that no federal or state agency has made any finding or determination as to the fairness of this offering nor has made any recommendation or endorsement of the Securities.

(e) Such Investor recognizes that an investment in the Securities and the Company involves certain risks, and such Investor has taken full cognizance of, understands, and is willing to bear the risks related to the ownership of the Securities.

3.4 Knowledge and Experience. The Investor has sufficient knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment contemplated by this Second Amended and Restated Amendment and the Investor is able to bear the economic risk of its investment in the Securities and the Company.

3.5 Accredited Investor; Not a Bad Actor. The Investor is (a) an "accredited investor" as such term is defined in Rule 501(a) promulgated under the Securities Act and (b) is not subject to any "bad actor" disqualification set forth in Rule 506(d) of Regulation D or any similar disqualification provision that could adversely affect the Company's reliance on any federal or state securities registration exemption or that could otherwise adversely affect the offering of the Securities.

3.6 Information Provided. The Investor represents, acknowledges and confirms that:

(a) prior to the amendment of the Convertible Notes and issuance of the Amended and Restated Convertible Notes to him pursuant this Second Amended and Restated Amendment, the Investor: (i) has been given access to all material books and records of the Company and all material contracts and documents relating to the sale of the Securities pursuant to this Agreement, (ii) has been given an the opportunity to ask questions of, and receive answers from, representatives of the Company concerning Company and the terms and conditions of the amendment of the Convertible Notes and issuance of the Amended and Restated Convertible Notes by the Company to the Investor, and (iii) confirms that he has been furnished with all such requested information and all questions asked by such Investor have been answered to his full satisfaction.

(b) the Investor has acquired the Securities and approved the amendments thereto as represented by the Amended and Restated Convertible Notes without being furnished any offering literature or prospectus other than any documents or answers to questions so furnished to him by the Company.

(c) in addition to the representations set forth in Section 3.6(a) hereof, the Investor, because of his relationship with the Company as a director thereof, is in possession of or has complete and unrestricted access to, all material information concerning the Company, its business, operations, and financial condition and, as a result thereof, is thoroughly familiar with the speculative nature and risks of an investment in the Securities and is willing to bear the risks related to the amendment and ownership of the Securities. The Investor has been given access to all material information concerning the Company which is available or known to the Company.

(d) the Investor has not relied on any statement or representation of the Company or of any of its Affiliates, attorneys, agents, or other representatives, except as specifically set forth or referenced in this Agreement or provided in accordance with Section 3.6(a) of this Agreement.

3.6 Reliance on Investor's Representations . The Investor acknowledges and understands that the representations, warranties, and covenants contained in this Section 3 of the Agreement are being furnished, in part, and will be relied on by the Company in determining whether this offering of the Securities (and particularly, the Conversion Shares) is exempt from registration under the Securities Act and the securities laws of all other applicable jurisdictions and, accordingly, confirms that all such statements contained herein are true, complete, and accurate as of the date hereof, and shall be true, accurate, and complete as of the date that this Agreement is executed and delivered, and shall survive the execution and delivery of this Agreement. If any events occur or circumstances exist prior to the issuance of the Conversion Shares to the Investor which would make any of the representations, warranties, agreements, or other information of the Investor set forth herein untrue or inaccurate, the Investor agrees to immediately notify the Company in writing of such fact specifying which representations, warranties, or covenants are not true, correct, or accurate, and the reasons therefor.

3.7 No Broker or Finder. Such Investor has not retained or used the services of any broker, finder, investment banker, or other intermediary, nor has any Investor paid or agreed to pay any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement.

3.8 Accuracy of Representations and Warranties . The Investors confirms that the representations and warranties of the Investor made to the Company pursuant to the Original Purchase Agreement were true and correct as of each Loan Date and were true and correct as of the date of the Original Purchase Agreement. .

4. Additional Agreements .

4.1 Agreement Not to Transfer Securities. The Investor hereby agrees that he will not, directly or indirectly, Transfer or offer to Transfer any of the Securities (or solicit any offers to buy, purchase, or otherwise acquire or take a pledge of any the Securities), except in compliance with this Second Amended and Restated Amendment, the Securities Act and the securities Laws of all other applicable jurisdictions, as well as the rules and regulations promulgated thereunder.

4.2. Investor's Indemnification Agreement. The Investor acknowledges that understands the meaning and legal consequences of the representations, warranties and covenants contained in Section 3 of the Original Purchase Agreement and Section 3 of this Second Amended and Restated Amendment, especially as it relates to the reliance referenced in Section 3.6(e) thereof and hereof, and agrees to indemnify and hold harmless the Company and its agents, employees, and representatives from and against any and all losses (including reasonable attorney's fees), damage or liabilities due to or arising out of (a) any misrepresentations, misstatements, or omissions with respect to any of the representations or warranties contained in the Original Purchase Agreement by the Investor, or (b) any misrepresentations, misstatements, or omissions with respect to any of the representations or warranties, or a breach of any of the covenants or agreements, contained in this Second Amended and Restated Amendment by the Investor.

4.3 Reservation of Convertible Shares. The Company hereby represents and agrees that:

(a) it will at all times have authorized and will reserve and keep available, solely for issuance and delivery to the Investor (or any subsequent holder of the Amended and Restated Convertible Notes) , that number of shares of its Common Stock (or other securities and property) that may be required from time to time for issuance and delivery of the Conversion Shares to the Investor (or any subsequent holder of the Amended and Restated Convertible Notes) upon conversion of the Amended and Restated Convertible Notes.

(ii) it shall take all necessary steps to ensure that the Conversion Shares, when issued in accordance with this Second Amended and Restated Amendment and the respective Amended and Restated Convertible Notes, shall be duly and validly issued, shall be fully paid and nonassessable, free and clear of any claim, lien, encumbrance, or security interest of any kind whatsoever, and free from all preemptive rights of any security holders of the Company.

(iii) it shall take all action as may be necessary to assure that such Conversion Shares (and any other securities and property) may be issued and delivered as provided herein and as set forth in the associated Amended and Restated Convertible Note without violation of any applicable law or regulation, or of any requirements, of any domestic securities exchange or inter dealer quotation system upon which the Common Stock may be listed; provided, however , that the Company shall not be required to effect a registration under federal or state securities laws.

4.4 Amended and Restated Convertible Notes. The Investor agrees that by acceptance of the Amended and Restated Convertible Notes pursuant to the terms of this Second Amended and Restated Amendment, he will be bound by the terms of the Amended and Restated Convertible Notes.

4.5 Documentary Stamp Taxes. The Company agrees to pay all documentary stamp taxes, if any, required to be paid in connection with the issuance and delivery of the Amended and Restated Convertible Notes to the Investor.

4.6 Further Assurances. On or after the date of this Second Amended and Restated Amendment, each of the parties shall execute and deliver, or cause to be executed and delivered, such further documents, certificates, and instruments reasonably required to issue and distribute the Securities to the Investor, and to perform such further acts as may be reasonably requested in order to convey the Securities to the Investor, all on terms contained herein, and otherwise to comply with the terms of this Second Amended and Restated Amendment and consummate the transactions herein provided.

5. General Provisions .

Section 5.1 Definitions.

(a) Except as otherwise provided herein, the capitalized terms set forth below shall have the following meanings:

" Affiliate "shall mean, as to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person. For purposes of this definition, (i) the term " control " (including the term " controlling ," " controlled by " and " under common control ," or correlative terms) means the possession, direct or indirect, of the power to direct the management and policies of a Person, whether as an officer or director, through the ownership of voting securities, by contract or otherwise.

" Business Day " shall mean any day other than a Saturday, Sunday, or other day on which commercial banks in the State of Florida are authorized or required by Law or executive order to close.

" Certificate of Incorporation " shall mean the certificate of incorporation of the Company.

" Common Stock " shall mean the shares of common stock, par value $0.0001 per share, of the Company.

" Consent " shall mean any consent, order, approval, authorization, clearance, exemption, waiver, ratification, or similar affirmation by any Person.

" Entity " shall mean any general partnership, limited partnership, corporation, joint venture, trust, limited liability company, limited liability partnership, unincorporated organization, business trust, cooperative or association.

" Law(s) " means any code, law, ordinance, regulation, reporting or licensing requirement, rule, or statute applicable to a Person or its assets, properties, liabilities, or business, including those promulgated, interpreted, or enforced by any Governmental Entity.

" Liens " shall mean all liens, encumbrances, charges, pledges, claims, security interests, equities, options, warrants, rights to purchase or acquire, and other defects in title.

" Permits " shall mean all permits, licenses, variances, certificates, filings, franchises, notices, rights, and Consents of and from all Governmental Entities.

" Person " shall mean an individual or an Entity.

" Transfer " shall be construed broadly and shall include to mean, in the context of a transfer of any of the Securities, any sale, assignment, participation, gift, bequest, distribution, exchange, pledge, hypothecation, placement of a lien thereon or a grant of a security interest therein or other encumbrances thereon, judicial attachment, contribution to a trust or other Entity, or other transfer or disposition (voluntarily or involuntarily, by operation of law or otherwise, and whether as security or otherwise) by a Holder of all or a portion of its Securities or any right or interest therein. For purposes of this definition, a " Transfer " shall include the sale, assignment, participation, gift, bequest, distribution, exchange, pledge, hypothecation, placement of a lien thereon or a grant of a security interest therein or other encumbrances thereon, judicial attachment, contribution to a trust or other Entity, or other transfer or disposition (voluntarily or involuntarily, by operation of law or otherwise, and whether as security or otherwise) of a controlling equity interest in any Person which owns of record any of the Securities.

(b) The following terms shall have the meanings ascribed thereto in the Section set forth opposite such term:

Term

Section

Amended and Restated Convertible Note(s)

1.1

Bankruptcy and Equity Exceptions

2.3(a)

Board of Directors (or Board)

2.3(b)

Company

Preamble

Conversion Shares

2.3(a)

Covered Period

Recitals

First Amended Purchase Agreement

Preamble

Governmental Entity

2.4(a)

Investor

Preamble

Loan(s)

Recitals

Loan Date

2.10

Loan Documents

2.3(a)

May 2015 Agreement

Preamble

Options

2.5(c)

Original Convertible Note(s)

Recitals

Original Purchase Agreement

Preamble

Preferred Stock

2.5(a)

Purchase Agreement

Preamble

Second Amended and Restated Amendment

Preamble

Securities

2.6(b)

Securities Act

2.6(b)

(c) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words "include," "includes," or "including" are used in this Agreement, they shall be deemed followed by the words "without limitation."

5.2 Expenses. Except as otherwise provided in this Second Amended and Restated Amendment, whether or not the transactions contemplated herein are consummated, each party hereto shall bear and pay its own fees, costs and expenses incident to preparing, entering into and carrying out this Agreement and to consummating the transactions contemplated hereby.

5.3 Entire Agreement. Except as otherwise expressly provided herein, this Second Amended and Restated Amendment and the other documents, agreements, and instruments, executed and delivered pursuant to or in connection with, or incorporated by reference into, this Second Amended and Restated Amendment, including, without limitation, the Amended and Restated Convertible Notes, contains the entire agreement among the parties hereto with respect the subject matter hereof, and such agreement supersedes all prior arrangements or understandings with respect to the subject matter hereof, both written and oral.

5.4 Amendment and Modification. Except as otherwise expressly set forth in this Second Amended and Restated Amendment, any term of this Second Amended and Restated Amendment may be amended or terminated and the observance of any term of this Second Amended and Restated Amendment may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and the Investor. No waivers of or exceptions to any term, condition or provision of this Second Amended and Restated Amendment, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

5.5 Survival of Representations. The representations and warranties in this Second Amended and Restated Amendment and in any certifi-cate delivered pursuant hereto shall survive the execution and delivery of this Second Amended and Restated Amendment.

5.6 No Assignment. None of the parties hereto may assign any of its rights or delegate any of its obligations under this Second Amended and Restated Amendment to any other Person, and any such purported assignment or delegation that is made without the prior written consent of the other parties to this Second Amended and Restated Amendment shall be void and of no effect.

5.7 Notices. All notices or other communications given or made pursuant to this Second Amended and Restated Amendment shall be in writing and shall be (a) delivered by registered or certified mail, return receipt requested, postage prepaid, (b) by expedited mail or package delivery service guaranteeing next Business Day delivery, (or, for international deliveries, the earliest Business Day that such delivery service can guarantee delivery if so requested and paid for), or (c) delivered personally, by hand, to the persons at the addresses set forth below (or at such other address as may be provided hereunder):

If to Company :

Ted Sparling, President & CEO

Kingfish Holding Corporation

2641 49th Street

Sarasota, FL 34234

with a copy to :

Carlton Fields Jorden Burt, P.A.

Corporate Center Three at International Plaza

4221 West Boy Scout Blvd., Ste. 1000

Tampa, FL 33607-5780

Attn: Richard A. Denmon

Telephone: 813-229-4219

Facsimile: 813-229-4133

If to the Investor : At the address shown in the stockholder records of the Company.

Any notice or other communications to be given or that may be given pursuant to this Second Amended and Restated Amendment shall be deemed to have been given: (x) three calendar days after the deposit of such notice or communication in the United States Mail, registered or certified, return receipt requested, with proper postage affixed thereto; (y) on the first Business Day after depositing such notice of communication with Federal Express, Express Mail, or other expedited mail or package delivery service guaranteeing delivery no later than the next Business Day if next Business Day delivery service has been requested and paid for (or on such Business Day as such delivery service has been requested, guaranteed, and paid for); or (z) upon delivery if hand delivered or telecopied to the appropriate address and person as provided hereinabove or to the person to whose attention the notice is to be given to the other parties in the manner hereinabove provided.

5.8 Governing Law; Jurisdiction.

(a) This Second Amended and Restated Amendment shall in all respects be governed by and construed in accordance with the Laws of the State of Florida, without giving effect to the principles of conflict of Laws thereof.

(b) Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Second Amended and Restated Amendment or the transactions contemplated hereunder shall be brought solely in the courts of the State of Florida located in Hillsborough County, Florida, or, if it has or can acquire jurisdiction, in the United States District Court for the Middle District of Florida (Orlando or Tampa Division), and each of the parties hereto hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and waives any objection to the venue or the convenience of forum of any such courts.

5.9 Specific Performance. Each party hereto agrees that irreparable damage would occur in the event that any of the provisions of this Second Amended and Restated Amendment was not performed in accordance with its specific terms or was otherwise breached, and it is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Second Amended and Restated Amendment Agreement and to enforce specifically the terms and provisions hereof in any court of the United States of any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

5.10 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS SECOND AMENDED AND RESTATED AMENDMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.10.

5.11 Severability. The provisions of this Second Amended and Restated Amendment shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. Any term or provision of this Second Amended and Restated Amendment that is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Second Amended and Restated Amendment or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Second Amended and Restated Amendment is so broad as to be unenforceable, the provisions shall be interpreted to be only so broad as is enforceable.

5.12 Attorney Fees. A party in breach of this Second Amended and Restated Amendment shall, on demand, indemnify and hold harmless the other party or parties for and against all reasonable out-of-pocket expenses, including legal fees, incurred Second Amended and Restated Amendment by such other party or parties by reason of enforcement and protection of its or their rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party may be entitled.

5.13 Counterparts; Electronic Signatures. This Second Amended and Restated Amendment may be executed in one or more separate counterparts, each of which, when so executed and delivered, shall be deemed to constitute an original, but all of which together shall constitute one and the same instrument. A party may deliver this Agreement by transmitting a facsimile or other electronic signature of this License signed by such party (via PDF, TIFF, JPEG or the like) to the other party, which facsimile or other electronic signature shall be deemed an original for all purposes.

5.14 Captions. The captions contained in this Second Amended and Restated Amendment are for reference purposes only and are not part of this Agreement.

[Remainder of the Page Intentionally Left Blank]

IN WITNESS WHEREOF, each of the parties has caused this Second Amended and Restated Amendment to be executed on its behalf all as of the date first written above.

COMPANY :

Kingfish Holding Corporation,

a Delaware corporation

By: /s/ Ted Sparling

Ted Sparling

President & CEO

INVESTOR :

/s/ James K. Toomey

James K. Toomey

[ Signature Page Second Amendment and Restatement of Convertible Promissory Note Purchase Agreement (December 15 , 2015)]

Schedule 2.5(c)

Outstanding Notes

Note No.

Effective Date of Loan

Principal Amount

Interest Rate

Conversion Rate

13

09/08/15

$20,000

3.5%

$1.00 per share

12

03/16/15

$40,000

3.5%

$1.00 per share

11

03/05/15

$20,000

3.5%

$1.00 per share

10

12/19/14

$60,000

3.5%

$1.00 per share

EXHIBIT A

Convertible Notes for Loan Advances

Date of Loan Advance

Note No.

Principal Amount of Loan Advance

October 23, 2013

4

$ 10,000

November 13, 2013

5

$ 10,000

January 13, 2014

6

$ 10,000

April 24, 2014

7

$ 20,000

May 22, 2014

8

$ 20,000

September 17, 2014

9

$ 20,000

Aggregate Loan Amount

$ 90,000

A-1

EXHIBIT B

Form of Amended and Restated Convertible Notes

AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE

Note No. ______

[Insert Date of Original Issuance]

U.S. $________

Tampa, Florida

FOR VALUE RECEIVED, the undersigned Kingfish Holding Corporation , a Delaware corporation (the " Company "), promises to pay to the order of James K. Toomey (" Payee ", and Payee and any subsequent permitted holder(s) of this amended and restated convertible promissory note (the " Note ") being referred to collectively as " Holder "), at Holder's address set forth below (or by wire transfer to Holder's wire address set forth below) or at such other place as Holder may designate in writing pursuant to the notice provisions below, the principal sum of ___________ DOLLARS ($__________) (the " Principal Amount "), together with accrued and unpaid interest thereon, said principal and interest to be due and payable as stated below.

This Note is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement, dated as of [insert original issue date] , as amended and restated by the Second Amendment and Restatement of Convertible Promissory Note Purchase Agreement, dated as of December 15, 2015, by and between the Company and the Payee (the " Purchase Agreement "). Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement. This Note amends, restates in its entirety, and supersedes the prior Convertible Promissory Note No. ___ issued under the Original Purchase Agreement.

1. Interest Rate. The Company promises to pay simple interest on the outstanding principal amount of this Note from [insert date from original note] (the date that the underlying loan was originally made by the Holder to the Company) until paid in full at the fixed rate of three and one-half percent (3.5%) per annum. Interest shall be calculated on a 365-day year basis and shall be due and payable as set forth below.

B-1

5. Optional Conversion of Note.

(e) Definitions. For purposes of this Note:

(ii) The " Per Share Value " shall be $1.00 per share of Common Stock, subject to adjustment as provided in Section 5(f) hereof.

B-2

B-3

7. Waiver. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

9. Governing Law.

(a) This Note shall in all respects be governed by and construed in accordance with the laws of the State of Florida, without giving effect to the principles of conflict of laws thereof.

B-4

13. Time of Essence . Time is of the essence of the payment and performance of this Note.

15. Agreement by Holder. By its acceptance of this Note, Holder agrees to be bound by the terms hereof.

16. Documentary Stamp Taxes. All required Florida documentary stamp taxes due in connection with this Note have been paid.

[ Signature Page Follows ]

B-5

Kingfish Holding Corporation,

a Delaware corporation

By:

Name:

Title:

HOLDER :

James K. Toomey

[Signature Page to Amended and Restated Convertible Promissory Note No. ___ of Kingfish Holding Corporation]

B-6

NOTICE OF EXERCISE

The undersigned Holder of a Convertible Promissory Note (Note No. ____) hereby elects to exercise his or her Optional Conversion Right, pursuant to the provisions of the Note dated October 24, 2014 (as amended and restated on December 15, 2015) issued to the Holder by Kingfish Holding Corporation, a Delaware corporation, to receive that number of shares of Common Stock into which the outstanding principal amount of, and accrued and unpaid interest on, this Note is convertible at the Conversion Price at the address set forth below.

Dated:___________________,

Printed Name:

Signature:

Address:

(Signature must conform in all respects to the name of holder as specified on the face of this Note.)

B-7

EXHIBIT 10.2

FIRST AMENDMENT AND RESTATEMENT

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT

First Amendment and Restatement to Convertible Promissory Note Purchase Agreement (this " First Amended and Restated Amendment "), effective as of December 15, 2015, is entered into by and among Kingfish Holding Corporation, a Delaware corporation (the " Company "), and James K. Toomey, an individual with his business address at 6425 28 ^th Avenue East, Bradenton, Florida 34208 (the " Investor "). This First Amended and Restated Amendment amends, restates, and, except as specifically provided herein, supersedes the prior Convertible Promissory Note Purchase Agreement, effective as of February 10, 2015 (the " Original Purchase Agreement "). This First Amended and Restated Amendment sets forth the amended terms and conditions of, and, except as specifically provided otherwise herein, restates in its entirety, the Original Purchase Agreement and certain of the terms of the Convertible Notes (defined below) issued pursuant to the Original Purchase Agreement. All capitalized terms in this Amended and Restated Amendment shall have the meanings ascribed to them in Section 5.1 hereof, unless otherwise indicated.

RECITALS

WHEREAS , the parties hereto entered into the Original Purchase Agreement to formalize a loan advance made by the Investor to the Company in aggregate principal amount of Sixty Thousand Dollars ($60,000) made on or about December 19, 2014 (the " Loan ") to pay certain specified costs;

WHEREAS , the Loan was evidenced by a convertible promissory note in the principal amount of such Loan issued to the Investor (each, the " Original Convertible Note "), which Original Convertible Note was issued and delivered by Company concurrently with the execution of the Original Purchase Agreement;

WHEREAS , upon the occurrence of certain triggering events, the Original Convertible Note was convertible, in whole or in part, at the option of the holder at any time prior to the maturity date thereof, into shares of common stock, par value $0.0001 per share, of the Company (" Common Stock "), at the then-Conversion Price;

WHEREAS , the parties have recently have reviewed the arrangements between them and have agreed, in the best interests of the Company and its other stockholders, to revise the Original Convertible Note outstanding under the Original Purchase Agreement to: (a) change the Conversion Price to $1.00 per share, (b) delete certain conditions to the exercise of the Optional Conversion Rights (as defined in the Outstanding Convertible Notes) that are no longer necessary in order to issue the Common Stock under the Certificate of Incorporation upon exercise of such conversion rights, such as the Authorization Actions (as defined in the Outstanding Convertible Notes), and (c) make other clean-up changes and to delete historical references or conditions that no longer apply due solely to the passage of time;

WHEREAS , the parties also agreed that for purposes of clarity that all changes made to the Original Purchase Agreement and the Original Convertible Note should be included in amended and restated agreements.

NOW, THEREFORE, consideration of the above and mutual representations, warranties, covenants, and agreements herein contained, the parties hereby agree as follows:

1. Amount and Terms of Loan .

1.1 The Loan. The Company acknowledges receipt of the Loan in aggregate principal amount of Sixty Thousand Dollars ($60,000). The Loan shall be evidenced by the amended and restated convertible promissory note in the principal amount of such Loan issued to the Investor in substantially the form attached hereto as Exhibit A (the " Amended and Restated Convertible Note "), which Amended and Restated Convertible Note for such Loan shall be issued and delivered by Company concurrently with the execution of this First Amended and Restated Amendment. Upon issuance of the Amended and Restated Convertible Note, the previously issued Original Convertible Note, as amended, reflecting the Loans shall be extinguished and be of no further force or effect.

1.2 Loans Fully Funded. The Company acknowledges that the Investor has fully funded the Loan on or about December 19, 2014 and the Company received the all of the proceeds therefrom on or about such date.

1.3 Terms and Conditions of the Loan. The Loan was made by the Investor to the Company on the basis of the representations, warranties, covenants and agreements contained in the Original Purchase Agreement, and subject to the terms and conditions set forth of in the Original Purchase Agreement.

2. Continuing Representations, Warranties, and Covenants of the Company . The following representations and warranties made by the Company to the Investor:

2.3 Authority; Due Execution.

(a) The Company has all of the requisite corporate power and authority to execute and deliver this First Amended and Restated Amendment and the Amended and Restated Convertible Note (this First Amended and Restated Amendment and the Amended and Restated Convertible Notes are referred to collectively, as the " Loan Documents "), and to carry out and perform its obligations under the Loan Documents, and to consummate the transactions contemplated thereby. The execution, delivery, and performance by the Company of the Loan Documents, including the delivery of the Amended and Restated Convertible Notes and the reservation of Common Stock issuable upon conversion of the Amended and Restated Convertible Note (the " Conversion Shares "), and the consummation of the transactions contemplated thereby, has been duly and validly authorized by all necessary corporate action on the part of the Company. The Loan Documents have been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by the Investor, of each of the Loan Documents will constitute legal, valid, and binding obligations of the Company, enforceable against it in accordance with their respective terms (except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriums, or similar Laws affecting creditors' rights and remedies generally and except that the availability of the equitable remedy of specific performance and injunctive relief is subject to the discretion of the court before which any proceedings may be brought (the " Bankruptcy and Equity Exceptions ").

(b) The Board of Directors of the Company (the " Board of Directors " or the " Board ") has determined that this First Amended and Restated Amendment, the Loan transaction which is the subject of this this First Amended and Restated Amendment, and the Amended and Restated Convertible Note are fair to and in the best interests of the Company and its stockholders and have approved and adopted this First Amended and Restated Amendment, the Loan transactions, and each of Amended and Restated Convertible Note.

2.4 No Conflict or Required Approvals.

(a) Neither the execution and delivery of this First Amended and Restated Amendment or any of the Amended and Restated Convertible Notes, nor the consummation by the Company of the transactions contemplated hereby or thereby, or compliance with any of the terms or provisions herein nor any of the Amended and Restated Convertible Notes by the Company will (i) conflict with or violate any provision of the Certificate of Incorporation or bylaws of the Company, (ii) violate, conflict with, constitute or result in a breach of any term, condition, or provision of, or constitute a default (with or without notice or the lapse of time, or both) under, or give rise to any right of termination, cancellation, or acceleration of any obligation or the loss of any material benefit under, or require a Consent pursuant to, or result in the creation of any material Lien upon any material assets or properties of the Company pursuant to any of the terms, provisions, or conditions of any material loan or credit agreement, note, bond, mortgage, indenture, deed of trust, license, agreement, contract, lease, Permit, concession, franchise, plan, or other instrument or obligation to which the Company is a party or by which any of its material assets or properties may be bound or affected, or (iii) conflict with or violate any judgment, order, writ, injunction, decree of any court, governmental, regulatory or administrative agency, commission, authority, instrumentality, or other public body, domestic or foreign (a " Governmental Entity "), or material Law applicable to the Company or any of its assets or properties; except in the case of clauses (ii) and (iii) of this Section 2.4(a), as would not have a material adverse effect on the Company or its ability to consummate and perform the terms of this First Amended and Restated Amendment.

2.5 Capitalization.

(b) All issued and outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and nonassessable.

2.6 Issuance of Conversion Shares.

2.7 Compliance with Laws; No Violations.

2.10 Accuracy of Representations and Warranties . The Company confirms that the representations and warranties of the Company made to the Investor pursuant to the Original Purchase Agreement were true and correct as of the date that the Loan was funded by the Investor (" Loan Date ") and are true and correct as of the date of the Original Purchase Agreement.

3. Representations, Warranties, and Covenants of the Investor . The Investor hereby represents and warrants to the Company as follows:

3.2 Authority; No Conflict or Required Consents.

(a) The Investor is an individual who has full legal capacity to execute and deliver this First Amended and Restated Amendment, to perform his obligations hereunder and thereunder, and to consummate the transactions contemplated hereby. This First Amended and Restated Amendment has been duly executed and delivered by the Investor and, assuming valid authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of the Investor enforceable against him in accordance with its terms (subject to the Bankruptcy and Equity Exceptions).

(b) Neither the execution, delivery or performance of this First Amended and Restated Amendment by the Investor, nor the consummation by the Investor of the transactions hereby, or compliance by the Investor with any of the terms or provisions herein will conflict with or violate any order, writ, Injunction, decree, or Law applicable to the Investor, or any of his properties or assets that will materially impair the ability of the Investor to perform his obligations under this First Amended and Restated Amendment.

(c) Neither the execution or delivery of this First Amended and Restated Amendment by such Investor, nor the consummation of the transactions contemplated hereby, will require notice to, registration, declaration, or filing by the Investor with, or Permit or Consent of, or any action by any Governmental Entity.

3.3 Investment Representations.

3.4 Knowledge and Experience. The Investor has sufficient knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment contemplated by this First Amended and Restated Amendment and the Investor is able to bear the economic risk of its investment in the Securities and the Company.

3.6 Information Provided. The Investor represents, acknowledges and confirms that:

(a) prior to the amendment of the Convertible Notes and issuance of the Amended and Restated Convertible Notes to him pursuant this First Amended and Restated Amendment, the Investor: (i) has been given access to all material books and records of the Company and all material contracts and documents relating to the sale of the Securities pursuant to this Agreement, (ii) has been given an the opportunity to ask questions of, and receive answers from, representatives of the Company concerning Company and the terms and conditions of the amendment of the Convertible Notes and issuance of the Amended and Restated Convertible Notes by the Company to the Investor, and (iii) confirms that he has been furnished with all such requested information and all questions asked by such Investor have been answered to his full satisfaction.

3.8 Accuracy of Representations and Warranties . The Investors confirms that the representations and warranties of the Investor made to the Company pursuant to the Original Purchase Agreement were true and correct as of each Loan Date and are true and correct as of the date of the Original Purchase Agreement.

4. Additional Agreements .

4.1 Agreement Not to Transfer Securities. The Investor hereby agrees that he will not, directly or indirectly, Transfer or offer to Transfer any of the Securities (or solicit any offers to buy, purchase, or otherwise acquire or take a pledge of any the Securities), except in compliance with this First Amended and Restated Amendment, the Securities Act and the securities Laws of all other applicable jurisdictions, as well as the rules and regulations promulgated thereunder.

4.2. Investor's Indemnification Agreement. The Investor acknowledges that understands the meaning and legal consequences of the representations, warranties and covenants contained in Section 3 of the Original Purchase Agreement and Section 3 of this First Amended and Restated Amendment, especially as it relates to the reliance referenced in Section 3.6(e) thereof and hereof, and agrees to indemnify and hold harmless the Company and its agents, employees, and representatives from and against any and all losses (including reasonable attorney's fees), damage or liabilities due to or arising out of (a) any misrepresentations, misstatements, or omissions with respect to any of the representations or warranties contained in the Original Purchase Agreement by the Investor, or (b) any misrepresentations, misstatements, or omissions with respect to any of the representations or warranties, or a breach of any of the covenants or agreements, contained in this First Amended and Restated Amendment by the Investor.

4.3 Reservation of Convertible Shares. The Company hereby represents and agrees that:

(a) it will at all times have authorized and will reserve and keep available, solely for issuance and delivery to the Investor (or any subsequent holder of the Amended and Restated Convertible Notes), that number of shares of its Common Stock (or other securities and property) that may be required from time to time for issuance and delivery of the Conversion Shares to the Investor (or any subsequent holder of the Amended and Restated Convertible Notes) upon conversion of the Amended and Restated Convertible Notes.

(ii) it shall take all necessary steps to ensure that the Conversion Shares, when issued in accordance with this First Amended and Restated Amendment and the respective Amended and Restated Convertible Notes, shall be duly and validly issued, shall be fully paid and nonassessable, free and clear of any claim, lien, encumbrance, or security interest of any kind whatsoever, and free from all preemptive rights of any security holders of the Company.

4.4 Amended and Restated Convertible Notes. The Investor agrees that by acceptance of the Amended and Restated Convertible Notes pursuant to the terms of this Amended and Restated Amendment, he will be bound by the terms of the Amended and Restated Convertible Notes.

4.6 Further Assurances. On or after the date of this First Amended and Restated Amendment, each of the parties shall execute and deliver, or cause to be executed and delivered, such further documents, certificates, and instruments reasonably required to issue and distribute the Securities to the Investor, and to perform such further acts as may be reasonably requested in order to convey the Securities to the Investor, all on terms contained herein, and otherwise to comply with the terms of this First Amended and Restated Amendment and consummate the transactions herein provided.

5. General Provisions .

Section 5.1 Definitions.

(a) Except as otherwise provided herein, the capitalized terms set forth below shall have the following meanings:

" Business Day " shall mean any day other than a Saturday, Sunday, or other day on which commercial banks in the State of Florida are authorized or required by Law or executive order to close.

" Certificate of Incorporation " shall mean the certificate of incorporation of the Company.

" Consent " shall mean any consent, order, approval, authorization, clearance, exemption, waiver, ratification, or similar affirmation by any Person.

" Liens " shall mean all liens, encumbrances, charges, pledges, claims, security interests, equities, options, warrants, rights to purchase or acquire, and other defects in title.

" Permits " shall mean all permits, licenses, variances, certificates, filings, franchises, notices, rights, and Consents of and from all Governmental Entities.

" Person " shall mean an individual or an Entity.

(b) The following terms shall have the meanings ascribed thereto in the Section set forth opposite such term:

Term

Section

Amended and Restated Convertible Note

1.1

Bankruptcy and Equity Exceptions

2.3(a)

Board of Directors (or Board)

2.3(b)

Common Stock

Recitals

Company

Preamble

Conversion Shares

2.3(a)

First Amended and Restated Amendment

Preamble

Governmental Entity

2.4(a)

Investor

Preamble

Loan

Recitals

Loan Date

2.10

Loan Documents

2.3(a)

Options

2.5(c)

Original Convertible Note

Recitals

Original Purchase Agreement

Preamble

Preferred Stock

2.5(a)

Securities

2.6(b)

Securities Act

2.6(b)

5.2 Expenses. Except as otherwise provided in this First Amended and Restated Amendment, whether or not the transactions contemplated herein are consummated, each party hereto shall bear and pay its own fees, costs and expenses incident to preparing, entering into and carrying out this Agreement and to consummating the transactions contemplated hereby.

5.3 Entire Agreement. Except as otherwise expressly provided herein, this First Amended and Restated Amendment and the other documents, agreements, and instruments, executed and delivered pursuant to or in connection with, or incorporated by reference into, this First Amended and Restated Amendment, including, without limitation, the Amended and Restated Convertible Notes, contains the entire agreement among the parties hereto with respect the subject matter hereof, and such agreement supersedes all prior arrangements or understandings with respect to the subject matter hereof, both written and oral.

5.4 Amendment and Modification. Except as otherwise expressly set forth in this First Amended and Restated Amendment, any term of this First Amended and Restated Amendment may be amended or terminated and the observance of any term of this First Amended and Restated Amendment may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and the Investor. No waivers of or exceptions to any term, condition or provision of this First Amended and Restated Amendment, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

5.5 Survival of Representations. The representations and warranties in this First Amended and Restated Amendment and in any certifi-cate delivered pursuant hereto shall survive the execution and delivery of this First Amended and Restated Amendment.

5.6 No Assignment. None of the parties hereto may assign any of its rights or delegate any of its obligations under this First Amended and Restated Amendment to any other Person, and any such purported assignment or delegation that is made without the prior written consent of the other parties to this First Amended and Restated Amendment shall be void and of no effect.

5.7 Notices. All notices or other communications given or made pursuant to this First Amended and Restated Amendment shall be in writing and shall be (a) delivered by registered or certified mail, return receipt requested, postage prepaid, (b) by expedited mail or package delivery service guaranteeing next Business Day delivery, (or, for international deliveries, the earliest Business Day that such delivery service can guarantee delivery if so requested and paid for), or (c) delivered personally, by hand, to the persons at the addresses set forth below (or at such other address as may be provided hereunder):

If to Company :

Ted Sparling, President & CEO

Kingfish Holding Corporation

2641 49th Street

Sarasota, FL 34234

with a copy to :

Carlton Fields Jorden Burt, P.A.

Corporate Center Three at International Plaza

4221 West Boy Scout Blvd., Ste. 1000

Tampa, FL 33607-5780

Attn: Richard A. Denmon

Telephone: 813-229-4219

Facsimile: 813-229-4133

If to the Investor : At the address shown in the stockholder records of the Company.

Any notice or other communications to be given or that may be given pursuant to this First Amended and Restated Amendment shall be deemed to have been given: (x) three calendar days after the deposit of such notice or communication in the United States Mail, registered or certified, return receipt requested, with proper postage affixed thereto; (y) on the first Business Day after depositing such notice of communication with Federal Express, Express Mail, or other expedited mail or package delivery service guaranteeing delivery no later than the next Business Day if next Business Day delivery service has been requested and paid for (or on such Business Day as such delivery service has been requested, guaranteed, and paid for); or (z) upon delivery if hand delivered or telecopied to the appropriate address and person as provided hereinabove or to the person to whose attention the notice is to be given to the other parties in the manner hereinabove provided.

5.8 Governing Law; Jurisdiction.

(a) This First Amended and Restated Amendment shall in all respects be governed by and construed in accordance with the Laws of the State of Florida, without giving effect to the principles of conflict of Laws thereof.

(b) Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this First Amended and Restated Amendment or the transactions contemplated hereunder shall be brought solely in the courts of the State of Florida located in Hillsborough County, Florida, or, if it has or can acquire jurisdiction, in the United States District Court for the Middle District of Florida (Orlando or Tampa Division), and each of the parties hereto hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and waives any objection to the venue or the convenience of forum of any such courts.

5.9 Specific Performance. Each party hereto agrees that irreparable damage would occur in the event that any of the provisions of this First Amended and Restated Amendment was not performed in accordance with its specific terms or was otherwise breached, and it is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this First Amended and Restated Amendment and to enforce specifically the terms and provisions hereof in any court of the United States of any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

5.10 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS FIRST AMENDED AND RESTATED AMENDMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.10.

5.11 Severability. The provisions of this First Amended and Restated Amendment shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. Any term or provision of this First Amended and Restated Amendment that is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this First Amended and Restated Amendment or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this First Amended and Restated Amendment is so broad as to be unenforceable, the provisions shall be interpreted to be only so broad as is enforceable.

5.12 Attorney Fees. A party in breach of this First Amended and Restated Amendment shall, on demand, indemnify and hold harmless the other party or parties for and against all reasonable out-of-pocket expenses, including legal fees, incurred First Amended and Restated Amendment by such other party or parties by reason of enforcement and protection of its or their rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party may be entitled.

5.13 Counterparts; Electronic Signatures. This First Amended and Restated Amendment may be executed in one or more separate counterparts, each of which, when so executed and delivered, shall be deemed to constitute an original, but all of which together shall constitute one and the same instrument. A party may deliver this Agreement by transmitting a facsimile or other electronic signature of this License signed by such party (via PDF, TIFF, JPEG or the like) to the other party, which facsimile or other electronic signature shall be deemed an original for all purposes.

5.14 Captions. The captions contained in this First Amended and Restated Amendment are for reference purposes only and are not part of this Agreement.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each of the parties has caused this First Amended and Restated Amendment to be executed on its behalf all as of the date first written above.

COMPANY:

KINGFISH HOLDING CORPORATION,
a Delaware corporation

By: /s/ Ted Sparling

Ted Sparling

President & CEO

INVESTOR :

By: /s/ James K. Toomey

James K. Toomey

[SIGNATURE PAGE TO FIRST AMENDMENT AND RESTATEMENT TO CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT OF FEBRUARY 10, 2015 (DECEMBER 15, 2015)]

Schedule 2.5(c)

Outstanding Notes

Note No.

Effective Date of Loan

Principal

Amount

Interest
Rate

Conversion
Rate

13

09/08/15

$ 20,000

3.5 %

$1.00 per share

12

03/16/15

$ 40,000

3.5 %

$1.00 per share

11

03/05/15

$ 20,000

3.5 %

$1.00 per share

9

09/17/14

$ 20,000

3.5 %

$1.00 per share

8

05/22/14

$ 20,000

3.5 %

$1.00 per share

7

04/24/14

$ 20,000

3.5 %

$1.00 per share

6

01/13/14

$ 10,000

3.5 %

$1.00 per share

5

11/13/13

$ 10,000

3.5 %

$1.00 per share

4

10/21/13

$ 10,000

3.5 %

$1.00 per share

EXHIBIT A

Form of Amended and Restated Convertible Note

AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE

Note No. 10

February 10, 2015

U.S. $60,000,00

Tampa, Florida

FOR VALUE RECEIVED, the undersigned Kingfish Holding Corporation , a Delaware corporation (the " Company "), promises to pay to the order of James K. Toomey (" Payee ", and Payee and any subsequent permitted holder(s) of this amended and restated convertible promissory note (the " Note ") being referred to collectively as " Holder "), at Holder's address set forth below (or by wire transfer to Holder's wire address set forth below) or at such other place as Holder may designate in writing pursuant to the notice provisions below, principal sum of SIXTY THOUSAND DOLLARS ($60,000.00) (the " Principal Amount "), together with accrued and unpaid interest thereon, said principal and interest to be due and payable as stated below.

A-1

5. Optional Conversion of Note.

(e) Definitions. For purposes of this Note:

(ii) The " Per Share Value " shall be $1.00 per share of Common Stock, subject to adjustment as provided in Section 5(f) hereof.

A-2

A-3

7. Waiver. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

9. Governing Law.

(a) This Note shall in all respects be governed by and construed in accordance with the laws of the State of Florida, without giving effect to the principles of conflict of laws thereof.

A-4

13. Time of Essence . Time is of the essence of the payment and performance of this Note.

15. Agreement by Holder. By its acceptance of this Note, Holder agrees to be bound by the terms hereof.

16. Documentary Stamp Taxes. All required Florida documentary stamp taxes due in connection with this Note have been paid.

[ Signature Page Follows ]

A-5

KINGFISH HOLDING CORPORATION,

a Delaware corporation

By:

Name:

Title:

HOLDER :

________________________________

James K. Toomey

[SIGNATURE PAGE TO AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE NO. 10 OF KINGFISH HOLDING CORPORATION]

A-6

NOTICE OF EXERCISE

Dated : _________________,

Printed Name:

Signature:

Address:

(Signature must conform in all respects to the name of holder as specified on the face of this Note.)

A-7

EXHIBIT 10.3

FIRST AMENDMENT AND RESTATEMENT

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT

First Amendment and Restatement to Convertible Promissory Note Purchase Agreement (this " First Amended and Restated Amendment "), effective as of December 15, 2015, is entered into by and among Kingfish Holding Corporation, a Delaware corporation (the " Company "), and James K. Toomey, an individual with his business address at 6425 28 ^th Avenue East, Bradenton, Florida 34208 (the " Investor "). This First Amended and Restated Amendment amends, restates, and, except as specifically provided herein, supersedes the prior Convertible Promissory Note Purchase Agreement, effective as of May 13, 2015 (the " Original Purchase Agreement "). This First Amended and Restated Amendment sets forth the amended terms and conditions of, and, except as specifically provided otherwise herein, restates in its entirety, the Original Purchase Agreement and certain of the terms of the Convertible Notes (defined below) issued pursuant to the Original Purchase Agreement. All capitalized terms in this Amended and Restated Amendment shall have the meanings ascribed to them in Section 5.1 hereof, unless otherwise indicated.

RECITALS

WHEREAS , the parties hereto entered into the Original Purchase Agreement to formalize two loan advances made by the Investor in March 2015 to the Company in aggregate principal amount of Sixty Thousand Dollars ($60,000) in such principal amounts and on or about such dates as set forth in Exhibit A hereto (each such advance, a " Loan " and collectively the " Loans ");

WHEREAS , upon the occurrence of certain triggering events, the Original Convertible Notes were convertible, in whole or in part, at the option of the holder at any time prior to the maturity date thereof, into shares of common stock, par value $0.0001 per share, of the Company (" Common Stock "), at the then-Conversion Price;

WHEREAS , the parties have recently have reviewed the arrangements between them and have agreed, in the best interests of the Company and its other stockholders, to revise the Original Convertible Notes outstanding under the Original Purchase Agreement to: (a) change the Conversion Price to $1.00 per share, (b) delete certain conditions to the exercise of the Optional Conversion Rights (as defined in the Outstanding Convertible Notes) that are no longer necessary in order to issue the Common Stock under the Certificate of Incorporation upon exercise of such conversion rights, such as the Authorization Actions (as defined in the Outstanding Convertible Notes) , and (c) make other clean-up changes and to delete historical references or conditions that no longer apply due solely to the passage of time;

WHEREAS , the parties also agreed that for purposes of clarity that all changes made to the Purchase Agreement and the Original Convertible Notes should be included in amended and restated agreements.

NOW, THEREFORE, in consideration of the foregoing, and of the mutual representations, warranties, covenants and agreements contained in this Agreement and other valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

1. Amount and Terms of Loans .

1.1 The Loans. The Company acknowledges receipt of the Loans in aggregate principal amount of Sixty Thousand Dollars ($60,000) in such principal amounts and on or about such dates as set forth in Exhibit A hereto. Each Loan shall be evidenced by the amended and restated convertible promissory note in the principal amount of such Loan issued to the Investor in substantially the form attached hereto as Exhibit B (each, an " Amended and Restated Convertible Note " and collectively the, " Amended and Restated Convertible Notes "), which Amended and Restated Convertible Notes for all such Loans shall be issued and delivered by Company concurrently with the execution of this First Amended and Restated Amendment. Upon issuance of each Amended and Restated Convertible Note, the previously issued Original Convertible Notes, as amended, reflecting such Loans shall be extinguished and be of no further force or effect.

2. Representations, Warranties, and Covenants of the Company . The Company hereby represents and warrants to the Investor as follows:

2.2 Organization, Standing, and Power. The Company is a corporation duly incorporated, validly existing, and, as of the date of this Agreement, in good standing under the Laws of the State of Delaware, and has the requisite corporate power and authority to own, lease, operate and otherwise hold its properties and assets and to carry on its business as it is now being conducted.

2.3 Authority; Due Execution.

(a) The Company has all of the requisite corporate power and authority to execute and deliver this First Amended and Restated Amendment and each of the Amended and Restated Convertible Notes (this First Amended and Restated Amendment and all of the Amended and Restated Convertible Notes are referred to collectively as, the " Loan Documents "), and to carry out and perform its obligations under the Loan Documents, and to consummate the transactions contemplated thereby. The execution, delivery, and performance by the Company of the Loan Documents, including the delivery of each of the Amended and Restated Convertible Notes and the reservation of Common Stock issuable upon conversion of all of the Amended and Restated Convertible Notes (the " Conversion Shares "), and the consummation of the transactions contemplated thereby, has been duly and validly authorized by all necessary corporate action on the part of the Company. The Loan Documents have been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by the Investor, of each of the Loan Documents will constitute legal, valid, and binding obligations of the Company, enforceable against it in accordance with their respective terms (except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriums, or similar Laws affecting creditors' rights and remedies generally and except that the availability of the equitable remedy of specific performance and injunctive relief is subject to the discretion of the court before which any proceedings may be brought (the " Bankruptcy and Equity Exceptions ").

(b) The Board of Directors of the Company (the " Board of Directors " or the " Board ") has determined that this First Amended and Restated Amendment , the Loan transactions which are the subject of this this First Amended and Restated Amendment , and the Amended and Restated Convertible Notes are fair to and in the best interests of the Company and its stockholders and have approved and adopted this First Amended and Restated Amendment , the Loan transactions, and each of Amended and Restated Convertible Notes .

2.4 No Conflict or Required Approvals.

2.5 Capitalization.

(b) All issued and outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and nonassessable.

2.6 Issuance of Conversion Shares.

2.7 Compliance with Laws; No Violations.

3. Representations, Warranties, and Covenants of the Investor . The Investor hereby represents and warrants to the Company as follows:

3.2 Authority; No Conflict or Required Consents.

3.3 Investment Representations.

3.4 Knowledge and Experience. The Investor has sufficient knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment contemplated by this First Amended and Restated Amendment and the Investor is able to bear the economic risk of its investment in the Securities and the Company.

3.6 Information Provided. The Investor represents, acknowledges and confirms that:

3.8 Accuracy of Representations and Warranties . The Investors confirms that the representations and warranties of the Investor made to the Company pursuant to the Original Purchase Agreement were true and correct as of each Loan Date and are true and correct as of the date of the Original Purchase Agreement.

4. Additional Agreements .

4.1 Agreement Not to Transfer Securities. The Investor hereby agrees that he will not, directly or indirectly, Transfer or offer to Transfer any of the Securities (or solicit any offers to buy, purchase, or otherwise acquire or take a pledge of any the Securities), except in compliance with this First Amended and Restated Amendment, the Securities Act and the securities Laws of all other applicable jurisdictions, as well as the rules and regulations promulgated thereunder.

4.2. Investor's Indemnification Agreement. The Investor acknowledges that understands the meaning and legal consequences of the representations, warranties and covenants contained in Section 3 of the Original Purchase Agreement and Section 3 of this First Amended and Restated Amendment, especially as it relates to the reliance referenced in Section 3.6(e) thereof and hereof, and agrees to indemnify and hold harmless the Company and its agents, employees, and representatives from and against any and all losses (including reasonable attorney's fees), damage or liabilities due to or arising out of (a) any misrepresentations, misstatements, or omissions with respect to any of the representations or warranties contained in the Original Purchase Agreement by the Investor, or (b) any misrepresentations, misstatements, or omissions with respect to any of the representations or warranties, or a breach of any of the covenants or agreements, contained in this First Amended and Restated Amendment by the Investor.

4.3 Reservation of Convertible Shares. The Company hereby represents and agrees that:

4.4 Amended and Restated Convertible Notes. The Investor agrees that by acceptance of the Amended and Restated Convertible Notes pursuant to the terms of this First Amended and Restated Amendment, he will be bound by the terms of the Amended and Restated Convertible Notes.

5. General Provisions .

Section 5.1 Definitions.

(a) Except as otherwise provided herein, the capitalized terms set forth below shall have the following meanings:

" Affiliate " shall mean, as to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person. For purposes of this definition, (i) the term " control " (including the term " controlling ," " controlled by " and " under common control ," or correlative terms) means the possession, direct or indirect, of the power to direct the management and policies of a Person, whether as an officer or director, through the ownership of voting securities, by contract or otherwise.

" Business Day " shall mean any day other than a Saturday, Sunday, or other day on which commercial banks in the State of Florida are authorized or required by Law or executive order to close.

" Consent " shall mean any consent, order, approval, authorization, clearance, exemption, waiver, ratification, or similar affirmation by any Person.

" Liens " shall mean all liens, encumbrances, charges, pledges, claims, security interests, equities, options, warrants, rights to purchase or acquire, and other defects in title.

" Permits " shall mean all permits, licenses, variances, certificates, filings, franchises, notices, rights, and Consents of and from all Governmental Entities.

" Person " shall mean an individual or an Entity.

(b) The following terms shall have the meanings ascribed thereto in the Section set forth opposite such term:

Term

Section

Amended and Restated Convertible Note(s)

1.1

Bankruptcy and Equity Exceptions

2.3(a)

Board of Directors (or Board)

2.3(b)

Common Stock

Recitals

Company

Preamble

Conversion Shares

2.3(a)

First Amended and Restated Amendment

Preamble

Governmental Entity

2.4(a)

Investor

Preamble

Loan(s)

Recitals

Loan Date

2.10

Loan Documents

2.3(a)

Original Convertible Note(s)

Recitals

Original Purchase Agreement

Preamble

Options

2.5(c)

Preferred Stock

2.5(a)

Securities

2.6(b)

Securities Act

2.6(b)

If to Company :

Ted Sparling, President & CEO

Kingfish Holding Corporation

2641 49th Street

Sarasota, FL 34234

with a copy to :

Carlton Fields Jorden Burt, P.A.

Corporate Center Three at International Plaza

4221 West Boy Scout Blvd., Ste. 1000

Tampa, FL 33607-5780

Attn: Richard A. Denmon

Telephone: 813-229-4219

Facsimile: 813-229-4133

If to the Investor : At the address shown in the stockholder records of the Company.

5.8 Governing Law; Jurisdiction.

5.9 Specific Performance. Each party hereto agrees that irreparable damage would occur in the event that any of the provisions of this First Amended and Restated Amendment was not performed in accordance with its specific terms or was otherwise breached, and it is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this First Amended and Restated Amendment Agreement and to enforce specifically the terms and provisions hereof in any court of the United States of any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

5.10 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS FIRST AMENDED AND RESTATED AMENDMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.10.

5.14 Captions. The captions contained in this First Amended and Restated Amendment are for reference purposes only and are not part of this Agreement.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf all as of the date first written above.

COMPANY:

KINGFISH HOLDING CORPORATION,
a Delaware corporation

By: /s/ Ted Sparling

Ted Sparling

President & CEO

INVESTOR :

/s/ James K. Toomey

James K. Toomey

[SIGNATURE PAGE TO FIRST AMENDMENT AND RESTATEMENT TO CONVERTIBLE PROMISSORY

NOTE PURCHASE AGREEMENT OF MAY 13, 2015 (DECEMBER 15, 2015)]

Schedule 2.5(c)

Outstanding Notes

Note No.

Effective Date of Loan

Principal
Amount

Interest
Rate

Conversion
Rate

13

09/08/15

$ 20,000

3.5 %

$1.00 per share

10

12/19/14

$ 60,000

3.5 %

$1.00 per share

9

09/17/14

$ 20,000

3.5 %

$1.00 per share

8

05/22/14

$ 20,000

3.5 %

$1.00 per share

7

04/24/14

$ 20,000

3.5 %

$1.00 per share

6

01/13/14

$ 10,000

3.5 %

$1.00 per share

5

11/13/13

$ 10,000

3.5 %

$1.00 per share

4

10/21/13

$ 10,000

3.5 %

$1.00 per share

EXHIBIT A

Loan Advances

Date of Loan Advance

Note No.

Principal Amount of Loan Advance

March 5, 2015

11

$
20,000

March 16, 2015

12

$
40,000

Aggregate Loan Amount

$
60,000

A-1

EXHIBIT B

EXHIBIT B-1

AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE

Note No. 11

May 13, 2015

U.S. $20,000.00

Tampa, Florida

FOR VALUE RECEIVED, the undersigned Kingfish Holding Corporation , a Delaware corporation (the " Company "), promises to pay to the order of James K. Toomey (" Payee ", and Payee and any subsequent permitted holder(s) of this amended and restated convertible promissory note (the " Note ") being referred to collectively as " Holder "), at Holder's address set forth below (or by wire transfer to Holder's wire address set forth below) or at such other place as Holder may designate in writing pursuant to the notice provisions below, the principal sum of TWENTY THOUSAND DOLLARS ($20,000.00) (the " Principal Amount "), together with accrued and unpaid interest thereon, said principal and interest to be due and payable as stated below.

B1-1

5. Optional Conversion of Note.

(a) Optional Conversion Rights. The outstanding principal balance of this Note shall be convertible, in whole or in part, at the option of the Holder at any time prior to the Maturity Date, into shares of common stock, par value $0.0001 per share, of the Company (" Common Stock "), at the then-Conversion Price (as defined in Section 5(d) below) (the " Optional Conversion Right "). To the extent that the Holder decides to exercise his or her Optional Conversion Right, then any unpaid interest on this Note shall be converted into Common Stock on the same terms as the principal of the Note .

(e) Definitions. For purposes of this Note:

(ii) The " Per Share Value " shall be $1.00 per share of Common Stock, subject to adjustment as provided in Section 5(f) hereof.

B1-2

B1-3

7. Waiver. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

9. Governing Law.

(a) This Note shall in all respects be governed by and construed in accordance with the laws of the State of Florida, without giving effect to the principles of conflict of laws thereof.

B1-4

13. Time of Essence . Time is of the essence of the payment and performance of this Note.

15. Agreement by Holder. By its acceptance of this Note, Holder agrees to be bound by the terms hereof.

16. Documentary Stamp Taxes. All required Florida documentary stamp taxes due in connection with this Note have been paid.

[ Signature Page Follows ]

B1-5

KINGFISH HOLDING CORPORATION,

a Delaware corporation

By:

Name:

Title:

HOLDER :

_____________________________

James K. Toomey

[SIGNATURE PAGE TO AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE NO. 11 OF KINGFISH HOLDING CORPORATION]

B1-6

NOTICE OF EXERCISE

Dated: _______________,

Printed Name:

Signature:

Address:

(Signature must conform in all respects to the name of holder as specified on the face of this Note.)

B1-7

EXHIBIT B-2

AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE

Note No. 12

May 13, 2015

U.S. $40,000.00

Tampa, Florida

FOR VALUE RECEIVED, the undersigned Kingfish Holding Corporation , a Delaware corporation (the " Company "), promises to pay to the order of James K. Toomey (" Payee ", and Payee and any subsequent permitted holder(s) of this amended and restated convertible promissory note (the " Note ")being referred to collectively as " Holder "), at Holder's address set forth below (or by wire transfer to Holder's wire address set forth below) or at such other place as Holder may designate in writing pursuant to the notice provisions below, the principal sum of FORTY THOUSAND DOLLARS ($40,000.00) (the " Principal Amount "), together with accrued and unpaid interest thereon, said principal and interest to be due and payable as stated below.

B2-1

5. Optional Conversion of Note.

(a) Optional Conversion Rights. The outstanding principal balance of this Note shall be convertible, in whole or in part, at the option of the Holder at any time prior to the Maturity Date, into shares of common stock, par value $0.0001 per share, of the Company (" Common Stock "), at the then-Conversion Price (as defined in Section 5(d) below) (the " Optional Conversion Right "). To the extent that the Holder decides to exercise his or her Optional Conversion Right, then any unpaid interest on this Note shall be converted into Common Stock on the same terms as the principal of the Note .

(e) Definitions. For purposes of this Note:

(ii) The " Per Share Value " shall be $1.00 per share of Common Stock, subject to adjustment as provided in Section 5(f) hereof.

B2-2

B2-3

7. Waiver. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

9. Governing Law.

(a) This Note shall in all respects be governed by and construed in accordance with the laws of the State of Florida, without giving effect to the principles of conflict of laws thereof.

B2-4

13. Time of Essence . Time is of the essence of the payment and performance of this Note.

15. Agreement by Holder. By its acceptance of this Note, Holder agrees to be bound by the terms hereof.

16. Documentary Stamp Taxes. All required Florida documentary stamp taxes due in connection with this Note have been paid.

[ Signature Page Follows ]

B2-5

KINGFISH HOLDING CORPORATION,
a Delaware corporation

By:

Name:

Title:

HOLDER :

_____________________________

James K. Toomey

[SIGNATURE PAGE TO AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE NO. 12 OF KINGFISH HOLDING CORPORATION]

B2-6

NOTICE OF EXERCISE

The undersigned Holder of a Convertible Promissory Note (Note No. 12) hereby elects to exercise his or her Optional Conversion Right, pursuant to the provisions of the Note dated May 13, 2015 (as amended on December 15, 2015 of shares of Common Stock into which the outstanding principal amount of, and accrued and unpaid interest on, this Note is convertible at the Conversion Price at the address set forth below.

Dated: _____________________ ,

Printed Name:

Signature:

Address:

(Signature must conform in all respects to the name of holder as specified on the face of this Note.)

B2-7

EXHIBIT 10.4

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this " Agreement "), effective as of December 15, 2015 is entered into by and among KINGFISH HOLDING CORPORATION, a Delaware corporation (the " Company "), and JAMES K. TOOMEY, an individual with his business address at 6425 28 ^th Avenue East, Bradenton, Florida 34208 (the " Investor "). Certain capitalized terms used in this Agreement are defined in Section 5.1 of this Agreement.

RECITALS

WHEREAS , the Company generally has been in need of additional financial sources in order to conduct its business;

WHEREAS, the Investor was willing to loan the necessary funds to the Company, subject to the conditions specified herein, to conduct its business and pay the costs and expenses of such Professional Services; and

WHEREAS , in connection with its cash requirements for such purposes, the Company has previously borrowed $20,000 from the Investor in September 2015 and the parties now are desirous of formalizing these loan advances.

1. Amount and Terms of Loans .

1.1 The September 2015 Loan. The Company acknowledges receipt of a loan advance in aggregate principal amount of Twenty Thousand Dollars ($20,000) (such loan advance, the " Loan "). The Loan shall be evidenced by a convertible promissory note for such principal amount of the Loan issued to the Investor in substantially the form attached hereto as Exhibit A (the " September 2015 Convertible Note "), which September 2015 Convertible Note for the Loan shall be issued and delivered by Company concurrently with the execution of this Agreement.

1.2 Loans Fully Funded. The Company acknowledges that the Investor has fully funded the Loan on or about September 8, 2015 and the Company received the all of the proceeds therefrom on or about such date.

1.3 Terms and Conditions of the Loans. The Loan was made by the Investor to the Company on the basis of the representations, warranties, covenants and agreements contained in this Agreement, and subject to the terms and conditions set forth of this Agreement.

2. Representations, Warranties, and Covenants of the Company . The Company hereby represents and warrants to the Investor as follows:

2.1 Organization, Standing, and Power. The Company is a corporation duly incorporated, validly existing, and, as of the date of this Agreement, in good standing under the Laws of the State of Delaware, and has the requisite corporate power and authority to own, lease, operate and otherwise hold its properties and assets and to carry on its business as it is now being conducted.

2.2 Authority; Due Execution.

(a) The Company has, and at the time that the Loan was funded had, all of the requisite corporate power and authority to execute and deliver this Agreement and the September 2015 Convertible Note (the Agreement and the September 2015 Convertible Note are referred to collectively as, the " Loan Documents "), and to carry out and perform its obligations under the Loan Documents, and to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance by the Company of the Loan Documents, including the delivery of the September 2015 Convertible Note and the reservation of shares of Common Stock issuable upon conversion of the September 2015 Convertible Note (the " Conversion Shares "), and the consummation of the transactions contemplated thereby, has been duly and validly authorized by all necessary corporate action on the part of the Company. The Loan Documents have been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by the Investor, of each of the Loan Documents will constitute legal, valid, and binding obligations of the Company, enforceable against it in accordance with their respective terms (except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriums, or similar Laws affecting creditors' rights and remedies generally and except that the availability of the equitable remedy of specific performance and injunctive relief is subject to the discretion of the court before which any proceedings may be brought (the " Bankruptcy and Equity Exceptions ").

(b) The Board of Directors of the Company (the " Board of Directors " or the " Board ") has determined that this Agreement, the Loan transaction which is the subject of this Agreement, and the September 2015 Convertible Note are fair to and in the best interests of the Company and its stockholders and have approved and adopted this Agreement, the Loan transaction, and the September 2015 Convertible Note.

2.3 No Conflict or Required Approvals.

(a) Neither the execution and delivery of this Agreement or the September 2015 Convertible Note, nor the consummation by the Company of the transactions contemplated hereby or thereby, or compliance with any of the terms or provisions herein or in the September 2015 Convertible Note by the Company will (i) conflict with or violate any provision of the Certificate of Incorporation or bylaws of the Company, (ii) violate, conflict with, constitute or result in a breach of any term, condition, or provision of, or constitute a default (with or without notice or the lapse of time, or both) under, or give rise to any right of termination, cancellation, or acceleration of any obligation or the loss of any material benefit under, or require a Consent pursuant to, or result in the creation of any material Lien upon any material assets or properties of the Company pursuant to any of the terms, provisions, or conditions of any material loan or credit agreement, note, bond, mortgage, indenture, deed of trust, license, agreement, contract, lease, Permit, concession, franchise, plan, or other instrument or obligation to which the Company is a party or by which any of its material assets or properties may be bound or affected, or (iii) conflict with or violate any judgment, order, writ, injunction, decree of any court, governmental, regulatory or administrative agency, commission, authority, instrumentality, or other public body, domestic or foreign (a " Governmental Entity "), or material Law applicable to the Company or any of its assets or properties; except in the case of clauses (ii) and (iii) of this Section 2.3(a), as would not have a material adverse effect on the Company or its ability to consummate and perform the terms of this Agreement.

(b) Neither the execution and delivery of each of the Loan Documents, nor the consummation of the transaction contemplated by the Loan Documents will require notice to, registration, declaration, or filing by the Company with, or the order, authorization, or Permit of, or exception or waiver by, or Consent of, or any action by, any Governmental Entity other than in connection or compliance with the provisions of applicable state corporate and securities Laws, and the United States federal securities Laws.

2.4 Capitalization.

(a) The authorized capital stock of the Company, prior to giving effect to the conversion of the Outstanding Notes and the Convertible Note issued hereby, consists of (i) 200,000,000 shares of Common Stock, of which 116,712,987 shares are issued and outstanding, and (ii) 20,000,000 of preferred stock, par value $0.0001 per share (the " Preferred Stock "), none of which are issued and outstanding.

(b) All issued and outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and nonassessable.

(c) No stockholder of the Company or any other person is entitled to any preemptive rights with respect to the purchase, sale, or issuance of any equity securities of the Company. Except as required pursuant to the terms of the Loan Document and the outstanding convertible notes identified in Schedule 2.4 of this Agreement: (i) there are no outstanding or authorized options, warrants, "phantom" equity rights, agreements, subscriptions, calls, demands, or other rights, commitments, or arrangements (written or oral, or contingent or otherwise) of any character to purchase or acquire any capital stock or other equity investments in any security directly or indirectly convertible into or exchangeable or exercisable for, the capital stock of or other equity interest in the Company, including, without limitation, any convertible indebtedness obligations (collectively, " Options "), (ii) the Company has no outstanding obligation (contingent or otherwise) to issue any Options or to issue or distribute to holders of any shares of its capital stock, any evidences of indebtedness, or assets of the Company, (iii) the Company has no outstanding obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof, and (iv) there are no voting trusts, trusts, proxies or other similar agreements, understandings, or similar arrangements to which the Company is a party or by which the Company is bound with respect to the voting of any shares of capital stock of the Company.

2.5 Issuance of Conversion Shares.

(a) The issuance, sale, and delivery of the Conversion Shares to the Investor upon conversion of the Convertible Notes has been duly authorized by all necessary corporate action on the part of the Company and the Conversion Shares, when issued, sold, and delivered in compliance with the provisions of the Loan Documents, will be duly and validly issued, fully paid, and nonassessable, and shall be free and clear of any Liens, or preemptive or other similar rights and will be issued in compliance with all applicable federal and securities laws.

(b) Assuming the accuracy of the representations and warranties of the Investor contained in Section 3 hereof, the offer, issue, and sale of the Convertible Notes and the Conversion Shares (collectively, the " Securities ") are and will be exempt from the registration under the Securities Act of 1933, as amended (the " Securities Act "), and are exempt from registration and qualification the securities laws of all other applicable jurisdictions.

2.6 Compliance with Laws; No Violations.

2.7 No Sales or Liquidation Contemplated. The Company is not in discussions or negotiations with any third party regarding the sale of the business of the Company, whether structured as a merger, reverse merger, share exchange, sale of a controlling interest of its stock, the sale of all or substantially all of the assets of the business of the Company, or otherwise contemplating a liquidation of the Company.

2.8 No Broker or Finder. Neither the Company or any of its officers, directors, have retained or used the services of any broker, finder, investment banker, or other financial intermediary, nor has the Company paid or agreed to pay any brokerage, finder's, or other fee or commission in connection with any of the transactions contemplated by this Agreement.

2.9 Accuracy of Representations and Warranties . The Company confirms that the representations and warranties of the Company made to the Investor pursuant to this Agreement were true and correct as of the date that the Loan was funded by the Investor (" Loan Date ") and are true and correct as of the date of this Agreement.

3. Representations, Warranties, and Covenants of the Investor . The Investor hereby represents and warrants to the Company as follows:

3.1 Authority; No Conflict or Required Consents.

(a) The Investor is an individual who has full legal capacity to execute and deliver this Agreement, to perform his obligations hereunder and thereunder, and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Investor and, assuming valid authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of the Investor enforceable against him in accordance with its terms (subject to the Bankruptcy and Equity Exceptions).

(b) Neither the execution, delivery or performance of this Agreement by the Investor, nor the consummation by the Investor of the transactions hereby, or compliance by the Investor with any of the terms or provisions herein will conflict with or violate any order, writ, Injunction, decree, or Law applicable to the Investor, or any of his properties or assets that will materially impair the ability of the Investor to perform his obligations under this Agreement.

(c) Neither the execution or delivery of this Agreement by such Investor, nor the consummation of the transactions contemplated hereby, will require notice to, registration, declaration, or filing by the Investor with, or Permit or Consent of, or any action by any Governmental Entity.

3.2 Investment Representations.

(a) The Investor affirms that he has been advised and understands that (i) the Securities have not been registered under the Securities Act or registered or qualified under the securities Laws of any other jurisdiction and are being sold in reliance upon an exemption from registration under such Laws, (ii) he may not Transfer the Securities unless they are subsequently registered and qualified under such Laws or, in the opinion of counsel reasonably satisfactory to the Company, an exemption from such registration and qualification is available, and (iii) any Transfer that is permitted must satisfy certain legal, procedural and other requirements.

(b) The Investor: (i) is the sole and true party in interest, and is acquiring the Securities solely for his own account, not as a nominee or agent, for investment purposes only, and not with an intent or a view to the sale or distribution of any part thereof within the meaning of Section 2(a)(11) of the Securities Act, (ii) does not have any present intent of making a Transfer of, granting a participation in, or otherwise distributing the Securities in a manner contrary to the Securities Act or the securities Laws of any other applicable jurisdiction, nor does the Investor have any contract, undertaking, agreement, or arrangement with any person to Transfer, grant any participation in, or otherwise distribute any of the Securities to such person, and (iii) does not presently have any reason to anticipate any change in circumstances or other particular occasion or event which would cause the Investor to need to sell the Securities, except in accordance with the terms of this Agreement and in compliance with all applicable federal and state securities Laws.

(c) The Investor understands and acknowledges that only the Company can register the Securities under applicable securities Laws; the Company does not have any present intention to register the Securities under the Securities Act or the securities Laws of any other jurisdiction; there is a limited public market for the Common Stock; and, as a result an investment in the Securities may not be liquid and that the Investor must bear the economic risk of the investment indefinitely. In this regard, the Investor further represents that it has adequate means of providing for his current needs and possible personal contingencies, it can afford to bear the economic risk of holding the Conversion Shares for an indefinite period of time, it has no need for liquidity in its investment in the Conversion Shares, and it has the net worth sufficient to bear the risks of and to sustain a complete loss of such Investor's entire investment in the Company.

3.3 Knowledge and Experience. The Investor has sufficient knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment contemplated by this Agreement and the Investor is able to bear the economic risk of its investment in the Securities and the Company.

3.4 Accredited Investor; Not a Bad Actor. The Investor is (a) an "accredited investor" as such term is defined in Rule 501(a) promulgated under the Securities Act and (b) is not subject to any "bad actor" disqualification set forth in Rule 506(d) of Regulation D or any similar disqualification provision that could adversely affect the Company's reliance on any federal or state securities registration exemption or that could otherwise adversely affect the offering of the Securities.

3.5 Information Provided. The Investor represents, acknowledges and confirms that:

(a) prior to the sale of the Securities to him pursuant to this Agreement, the Investor: (i) has been given access to all material books and records of the Company and all material contracts and documents relating to the sale of the Securities pursuant to this Agreement, (ii) has been given an the opportunity to ask questions of, and receive answers from, representatives of the Company concerning Company and the terms and conditions of the sale of the Securities by the Company to the Investor, and (iii) confirms that he has been furnished with all such requested information and all questions asked by such Investor have been answered to his full satisfaction.

(b) the Investor is acquiring the Securities without being furnished any offering literature or prospectus other than any documents or answers to questions so furnished to him by the Company.

(c) in addition to the representations set forth in Section 3.5(a) hereof, the Investor, because of his relationship with the Company as a director thereof, is in possession of or has complete and unrestricted access to, all material information concerning the Company, its business, operations, and financial condition and, as a result thereof, is thoroughly familiar with the speculative nature and risks of an investment in the Securities and is willing to bear the risks related to the purchase of the Securities. The Investor has been given access to all material information concerning the Company which is available or known to the Company.

3.8 Accuracy of Representations and Warranties . The Investor confirms that the representations and warranties of the Investor made to the Company pursuant to this Agreement were true and correct as of the Loan Date and are true and correct as of the date of this Agreement.

4. Additional Agreements .

4.1 Agreement Not to Transfer Securities. The Investor hereby agrees that he will not, directly or indirectly, Transfer or offer to Transfer any of the Securities (or solicit any offers to buy, purchase, or otherwise acquire or take a pledge of any the Securities), except in compliance with this Agreement, the Securities Act and the securities Laws of all other applicable jurisdictions, as well as the rules and regulations promulgated thereunder.

4.2. Investor's Indemnification Agreement. The Investor acknowledges that understands the meaning and legal consequences of the representations, warranties and covenants contained in Section 3 of this Agreement, especially as it relates to the reliance referenced in Section 3.5(e) hereof, and agrees to indemnify and hold harmless the Company and its agents, employees, and representatives from and against any and all losses (including reasonable attorney's fees), damage or liabilities due to or arising out of any misrepresentations, misstatements, or omissions with respect to any of the representations or warranties, or a breach of any of the covenants or agreements, contained in this Agreement by the Investor.

4.3 Reservation of Convertible Shares. The Company hereby agrees that:

(a) it will at all times have authorized and will reserve and keep available, solely for issuance and delivery to the Holder, that number of shares of its Common Stock (or other securities and property) that may be required from time to time for issuance and delivery of the Conversion Shares to the Investor upon conversion of the Convertible Notes.

(b) it shall take all necessary steps to ensure that the Conversion Shares, when issued in accordance with this Agreement and each of the Convertible Notes, shall be duly and validly issued, shall be fully paid and nonassessable, free and clear of any claim, lien, encumbrance, or security interest of any kind whatsoever, and free from all preemptive rights of any security holders of the Company.

(c) it shall take all action as may be necessary to assure that such Conversion Shares (and any other securities and property) may be issued and delivered as provided herein and as set forth in the associated Convertible Note without violation of any applicable law or regulation, or of any requirements, of any domestic securities exchange or inter dealer quotation system upon which the Common Stock may be listed; provided, however , that the Company shall not be required to effect a registration under federal or state securities laws.

4.4 Convertible Notes. The Investor agrees that by acceptance of the Convertible Notes pursuant to the terms of this Agreement, he will be bound by the terms of Convertible Notes.

4.5 Documentary Stamp Taxes. The Company agrees to pay all documentary stamp taxes required to be paid in connection with the issuance and delivery of the Convertible Notes to the Investor.

4.6 Further Assurances. On or after the date of this Agreement, each of the parties shall execute and deliver, or cause to be executed and delivered, such further documents, certificates, and instruments reasonably required to issue and distribute the Securities to the Investor, and to perform such further acts as may be reasonably requested in order to convey the Securities to the Investor, all on terms contained herein, and otherwise to comply with the terms of this Agreement and consummate the transactions herein provided.

5. General Provisions .

Section 5.1 Definitions.

(a) Except as otherwise provided herein, the capitalized terms set forth below shall have the following meanings:

" Affiliate " shall mean, as to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person. For purposes of this definition, (i) the term " control " (including the term " controlling ," " controlled by " and " under common control ," or correlative terms) means the possession, direct or indirect, of the power to direct the management and policies of a Person, whether as an officer or director, through the ownership of voting securities, by contract or otherwise.

" Business Day " shall mean any day other than a Saturday, Sunday, or other day on which commercial banks in the State of Florida are authorized or required by Law or executive order to close.

" Certificate of Incorporation " shall mean the certificate of incorporation of the Company.

" Common Stock " shall mean the shares of common stock, par value $0.0001 per share, of the Company.

" Consent " shall mean any consent, order, approval, authorization, clearance, exemption, waiver, ratification, or similar affirmation by any Person.

" Law " means any code, law, ordinance, regulation, reporting or licensing requirement, rule, or statute applicable to a Person or its assets, properties, liabilities, or business, including those promulgated, interpreted, or enforced by any Governmental Entity.

" Liens " shall mean all liens, encumbrances, charges, pledges, claims, security interests, equities, options, warrants, rights to purchase or acquire, and other defects in title.

" Permits " shall mean all permits, licenses, variances, certificates, filings, franchises, notices, rights, and Consents of and from all Governmental Entities.

" Person " shall mean an individual or an Entity.

(b) The following terms shall have the meanings ascribed thereto in the Section set forth opposite such term:

Term

Section

Agreement

Preamble

Bankruptcy and Equity Exceptions

2.2(a)

Board of Directors (or Board)

2.2(b)

Company

Preamble

Conversion Shares

2.2(a)

Convertible Note(s)

1.1

Governmental Entity

2.3(a)

Investor

Preamble

Loan

1.1

Loan Date

2.9

Loan Documents

2.2(a)

Options

2.4(c)

Preferred Stock

2.4(a)

Securities

2.5(b)

Securities Act

2.5(b)

September 2015 Convertible Note

1.1

5.2 Expenses. Except as otherwise provided in this Agreement, whether or not the transactions contemplated herein are consummated, each party hereto shall bear and pay its own fees, costs and expenses incident to preparing, entering into and carrying out this Agreement and to consummating the transactions contemplated hereby.

5.3 Entire Agreement. Except as otherwise expressly provided herein, this Agreement and the other documents, agreements, and instruments, executed and delivered pursuant to or in connection with this Agreement, including the Convertible Notes, contains the entire agreement among the parties hereto with respect the subject matter hereof, and such Agreement supersedes all prior arrangements or understandings with respect to the subject matter hereof, both written and oral.

5.4 Amendment and Modification. Except as otherwise expressly set forth in this Agreement, any term of this Agreement may be amended or terminated and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and the Investor. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

5.5 Survival of Representations. The representations and warranties in this Agreement and in any certifi-cate delivered pursuant hereto shall survive the Closing.

5.6 No Assignment. None of the parties hereto may assign any of its rights or delegate any of its obligations under this Agreement to any other Person, and any such purported assignment or delegation that is made without the prior written consent of the other parties to this Agreement shall be void and of no effect.

5.7 Notices. All notices or other communications given or made pursuant to this Agreement shall be in writing and shall be (a) delivered by registered or certified mail, return receipt requested, postage prepaid, (b) by expedited mail or package delivery service guaranteeing next Business Day delivery, (or, for international deliveries, the earliest Business Day that such delivery service can guarantee delivery if so requested and paid for), or (c) delivered personally, by hand, to the persons at the addresses set forth below (or at such other address as may be provided hereunder):

If to Company:

Ted Sparling, President & CEO

Kingfish Holding Corporation

2641 49th Street

Sarasota, FL 34234

with a copy to:

Carlton Fields Jorden Burt, P.A.

Corporate Center Three at International Plaza

4221 West Boy Scout Blvd., Ste. 1000

Tampa, FL 33607-5780

Attn: Richard A. Denmon

Telephone: 813-229-4219

Facsimile: 813-229-4133

If to the Investor: At the address shown in the stockholder records of the Company.

Any notice or other communications to be given or that may be given pursuant to this Agreement shall be deemed to have been given: (x) three calendar days after the deposit of such notice or communication in the United States Mail, registered or certified, return receipt requested, with proper postage affixed thereto; (y) on the first Business Day after depositing such notice of communication with Federal Express, Express Mail, or other expedited mail or package delivery service guaranteeing delivery no later than the next Business Day if next Business Day delivery service has been requested and paid for (or on such Business Day as such delivery service has been requested, guaranteed, and paid for); or (z) upon delivery if hand delivered or telecopied to the appropriate address and person as provided hereinabove or to the person to whose attention the notice is to be given to the other parties in the manner hereinabove provided.

5.8 Governing Law; Jurisdiction.

(a) This Agreement shall in all respects be governed by and construed in accordance with the Laws of the State of Florida, without giving effect to the principles of conflict of Laws thereof.

5.9 Specific Performance. Each party hereto agrees that irreparable damage would occur in the event that any of the provisions of this Agreement was not performed in accordance with its specific terms or was otherwise breached, and it is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States of any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

5.10 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.10.

5.11 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provisions shall be interpreted to be only so broad as is enforceable.

5.12 Attorney Fees. A party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party or parties for and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other party or parties by reason of enforcement and protection of its or their rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party may be entitled.

5.13 Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be deemed to constitute an original, but all of which together shall constitute one and the same instrument. A party may deliver this Agreement by transmitting a facsimile or other electronic signature of this Agreement signed by such party (via PDF, TIFF, JPEG or the like) to the other party, which facsimile or other electronic signature shall be deemed an original for all purposes.

5.14 Captions. The captions contained in this Agreement are for reference purposes only and are not part of this Agreement.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf all as of the date first written above.

COMPANY :

KINGFISH HOLDING CORPORATION,

a Delaware corporation

By: /s/ Ted Sparling

Ted Sparling

President & CEO

INVESTOR :

By: /s/ James K. Toomey

James K. Toomey

[SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT/SEPTEMBER 2015 LOAN (DECEMBER 15, 2015)]

Schedule 2.4(c)

Outstanding Notes

Note No.

Effective

Date of Loan

Principal

Amount

Interest

Rate

Conversion

Rate

12

03/16/15

$ 40,000

3.5 %

$1.00 per share

11

03/05/15

$ 20,000

3.5 %

$1.00 per share

10

12/19/14

$ 60,000

3.5 %

$1.00 per share

9

09/17/14

$ 20,000

3.5 %

$1.00 per share

8

05/22/14

$ 20,000

3.5 %

$1.00 per share

7

04/24/14

$ 20,000

3.5 %

$1.00 per share

6

01/13/14

$ 10,000

3.5 %

$1.00 per share

5

11/13/13

$ 10,000

3.5 %

$1.00 per share

4

10/21/13

$ 10,000

3.5 %

$1.00 per share

EXHIBIT A

CONVERTIBLE PROMISSORY NOTE

Note No. 13
December 15, 2015

U.S. $20,000.00
Tampa, Florida

FOR VALUE RECEIVED, the undersigned Kingfish Holding Corporation , a Delaware corporation (the " Company "), promises to pay to the order of James K. Toomey (" Payee ", and Payee and any subsequent permitted holder(s) of this convertible promissory note (the " Note ") being referred to collectively as " Holder "), at Holder's address set forth below (or by wire transfer to Holder's wire address set forth below) or at such other place as Holder may designate in writing pursuant to the notice provisions below, the principal sum of TWENTY THOUSAND DOLLARS ($20,000.00) (the " Principal Amount "), together with accrued and unpaid interest thereon, said principal and interest to be due and payable as stated below.

This Note is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement (the " Purchase Agreement ") dated as of December 15, 2015by and between the Company and the Payee. Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement.

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5. Optional Conversion of Note.

(a) Optional Conversion Rights. The outstanding principal balance of this Note shall be convertible, in whole or in part, at the option of the Holder at any time prior to the Maturity Date, into shares of common stock, par value $0.0001 per share, of the Company (" Common Stock "), at the then-Conversion Price (as defined in Section 5(e) below) (the " Optional Conversion Right "). To the extent that the Holder decides to exercise his or her Optional Conversion Right, then any unpaid interest on this Note shall be converted into Common Stock on the same terms as the principal of the Note.

(e) Definitions. For purposes of this Note:

(ii) The " Per Share Value " shall be $1.00 per share of Common Stock, subject to adjustment as provided in Section 5(f) hereof.

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7. Waiver. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

9. Governing Law.

(a) This Note shall in all respects be governed by and construed in accordance with the laws of the State of Florida, without giving effect to the principles of conflict of laws thereof.

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13. Time of Essence . Time is of the essence of the payment and performance of this Note.

15. Agreement by Holder. By its acceptance of this Note, Holder agrees to be bound by the terms hereof.

16. Documentary Stamp Taxes. All required Florida documentary stamp taxes due in connection with this Note have been paid.

[ Signature Page Follows ]

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KINGFISH HOLDING CORPORATION,
a Delaware corporation

By:

Name:

Title:

HOLDER :

James K. Toomey

[SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE NO. 13 OF KINGFISH HOLDING CORPORATION]

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NOTICE OF EXERCISE

Dated: , _________

Printed Name:

Signature:

Address:

(Signature must conform in all respects to the name of holder as specified on the face of this Note.)

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EXHIBIT 10.5

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT

RECITALS

WHEREAS , the Company generally has been in need of additional financial sources in order to conduct its business;

WHEREAS , in connection with its cash requirements for such purposes, the Company has previously borrowed $20,000 from the Investor in December 2015 and the parties now are desirous of formalizing these loan advances.

1. Amount and Terms of Loans .

1.1 The December 2015 Loan. The Company acknowledges receipt of a loan advance in aggregate principal amount of Twenty Thousand Dollars ($20,000) (such loan advance, the " Loan "). The Loan shall be evidenced by a convertible promissory note for such principal amount of the Loan issued to the Investor in substantially the form attached hereto as Exhibit A (the " December 2015 Convertible Note "), which December 2015 Convertible Note for the Loan shall be issued and delivered by Company concurrently with the execution of this Agreement.

1.2 Loans Fully Funded. The Company acknowledges that the Investor has fully funded the Loan on or about December 7, 2015 and the Company received the all of the proceeds therefrom on or about such date.

2. Representations, Warranties, and Covenants of the Company . The Company hereby represents and warrants to the Investor as follows:

2.2 Authority; Due Execution.

(a) The Company has, and at the time that the Loan was funded had, all of the requisite corporate power and authority to execute and deliver this Agreement and the December 2015 Convertible Note (the Agreement and the December 2015 Convertible Note are referred to collectively as, the " Loan Documents "), and to carry out and perform its obligations under the Loan Documents, and to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance by the Company of the Loan Documents, including the delivery of the December 2015 Convertible Note and the reservation of shares of Common Stock issuable upon conversion of the December 2015 Convertible Note (the " Conversion Shares "), and the consummation of the transactions contemplated thereby, has been duly and validly authorized by all necessary corporate action on the part of the Company. The Loan Documents have been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by the Investor, of each of the Loan Documents will constitute legal, valid, and binding obligations of the Company, enforceable against it in accordance with their respective terms (except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriums, or similar Laws affecting creditors' rights and remedies generally and except that the availability of the equitable remedy of specific performance and injunctive relief is subject to the discretion of the court before which any proceedings may be brought (the " Bankruptcy and Equity Exceptions ").

(b) The Board of Directors of the Company (the " Board of Directors " or the " Board ") has determined that this Agreement, the Loan transaction which is the subject of this Agreement, and the December 2015 Convertible Note are fair to and in the best interests of the Company and its stockholders and have approved and adopted this Agreement, the Loan transaction, and the December 2015 Convertible Note.

2.3 No Conflict or Required Approvals.

(a) Neither the execution and delivery of this Agreement or the December 2015 Convertible Note, nor the consummation by the Company of the transactions contemplated hereby or thereby, or compliance with any of the terms or provisions herein or in the December 2015 Convertible Note by the Company will (i) conflict with or violate any provision of the Certificate of Incorporation or bylaws of the Company, (ii) violate, conflict with, constitute or result in a breach of any term, condition, or provision of, or constitute a default (with or without notice or the lapse of time, or both) under, or give rise to any right of termination, cancellation, or acceleration of any obligation or the loss of any material benefit under, or require a Consent pursuant to, or result in the creation of any material Lien upon any material assets or properties of the Company pursuant to any of the terms, provisions, or conditions of any material loan or credit agreement, note, bond, mortgage, indenture, deed of trust, license, agreement, contract, lease, Permit, concession, franchise, plan, or other instrument or obligation to which the Company is a party or by which any of its material assets or properties may be bound or affected, or (iii) conflict with or violate any judgment, order, writ, injunction, decree of any court, governmental, regulatory or administrative agency, commission, authority, instrumentality, or other public body, domestic or foreign (a " Governmental Entity "), or material Law applicable to the Company or any of its assets or properties; except in the case of clauses (ii) and (iii) of this Section 2.3(a), as would not have a material adverse effect on the Company or its ability to consummate and perform the terms of this Agreement.