10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended December 31, 2023

☐     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	(IRS Employer
Incorporation or Organization)	(Identification No.)

822 62nd Street Circle East, Suite 105 Bradenton, Florida	34208
(Address of Principal Executive Offices)	(Zip Code)

(941) 487-3653

(Registrant’s Telephone Number, Including Area Code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting, or an emerging growth company. See definition of “large accelerated filer,” "accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer:	☐	Accelerated Filer:	☐
Non-Accelerated Filer:	☒	Smaller Reporting Company:	☒
		Emerging Growth Company:	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of February 1, 2024, the number of issued and outstanding common shares of the registrant was 120,942,987.

KINGFISH HOLDING CORPORATION

TABLE OF CONTENTS

Item Number in
Form 10‑Q		Page
PART I – Financial Information
Item 1.	Financial Statements	3
	Balance Sheets – December 31, 2023 (Unaudited) and September 30, 2023	3
	Statements of Operations (Unaudited) for the Three Months Ended December 31, 2023 and 2022	4
	Statements of Changes in Stockholders’ Deficit (Unaudited) for Three Months Ended December 31, 2023 and 2022	5
	Statements of Cash Flows (Unaudited) for the Three Months Ended December 31, 2023 and 2022	6
	Notes to Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19
PART II – Other Information
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	20
Item 3	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	20
Signatures		21

2

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

KINGFISH HOLDING CORPORATION

BALANCE SHEETS

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

	December 31, 2023			September 30, 2023
ASSETS
Current assets:
Cash	$	1,395		$	1,395
Total Assets	$	1,395		$	1,395
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	94,156		$	94,156
Accrued interest payable		49,694			45,019
Convertible notes payable to related party		90,000			90,000
Notes payable to related party		180,000			130,000
Advances from related party		225,519			173,714
Total Current Liabilities		639,369			532,889
Long term liabilities:
Notes payable to related parties		200,000			250,000
Rescission liability		20,000			20,000
Total Long Term Liabilities		220,000			270,000
Total Liabilities		859,369			802,889
Commitments and contingencies (Note 11)
Stockholders’ deficit:
Preferred stock, par $0.0001, 20,000,000 shares authorized, 0 shares issued and outstanding		-			-
Common stock, par $0.0001, 200,000,000 shares authorized, 120,942,987 shares issued and outstanding		12,094			12,094
Paid in capital		4,378,213			4,378,213
Accumulated deficit		(5,228,281	)		(5,171,801	)
Rescission liability		(20,000	)		(20,000	)
Total stockholders’ deficit		(857,974	)		(801,494	)
Total Liabilities and Stockholders’ Deficit	$	1,395		$	1,395

The accompanying notes are an integral part of the financial statements

3

KINGFISH HOLDING CORPORATION

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2023 AND 2022

 (UNAUDIED)

	2023			2022
Expenses:
Operating expenses:
Professional fees	$	51,805		$	40,447
General and administrative		-			68
Total operating expenses		51,805			40,515
Other Expenses:
Interest expense		4,675			3,810
Total other expenses		4,675			3,810
Total expenses		56,480			44,325
Net Loss Before Income Taxes		(56,480	)		(44,325	)
Provision for income taxes		-			-
Net Loss	$	(56,480	)	$	(44,325	)
Basic and diluted net income (loss) per share	$	(0.00	)	$	(0.00	)
Basic and diluted weighted average common shares outstanding		120,942,987			120,942,987

The accompanying notes are an integral part of the financial statements

4

KINGFISH HOLDING CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE ENDED DECEMBER 31, 2023 AND 2022

 (UNAUDITED)

	Common Stock				Paid In		Rescission			Accumulated
	Shares		Par $0.0001		Capital		Liability			Deficit			Total
Balance, September 30, 2021		120,942,987	$	12,094	$	4,378,213	$	(20,000	)	$	(4,894,498	)	$	(524,191	)
Net Loss		-		-		-		-			(44,325	)		(44,325	)
Balance, December 31, 2022		120,942,987	$	12,094	$	4,378,213	$	(20,000	)	$	(4,938,823	)	$	(568,516	)
Balance, September 30, 2023		120,942,987	$	12,094	$	4,378,213	$	(20,000	)	$	(5,171,801	)	$	(801,494	)
Net Loss for three months ended December 31, 2023		-		-		-		-			(56,480	)		(56,480	)
Balance, December 31, 2023		120,942,987	$	12,094	$	4,378,213	$	(20,000	)	$	(5,228,281	)	$	(857,974	)

5

KINGFISH HOLDING CORPORATION

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED DECEMBER  31, 2023 AND 2022

 (UNAUDITED)

	2023			2022
Cash Flows From Operating Activities:
Net loss	$	(56,480	)	$	(44,325	)
Adjustments to reconcile net loss to net cash used by operations:
Changes in operating assets and liabilities:
Accrued interest payable		4,675			3,809
Accounts payable		-			(113,124	)
Net Cash flows used by operating activities		(51,805	)		(153,640	)
Cash Flows From Financing Activities:
Advances from related party		51,805			-
Proceeds from note payable to related party		-			200,000
Net Cash flows from financing activities		51,805			200,000
Net Increase (Decrease) in Cash		-			46,360
Cash at the beginning of year		1,395			246
Cash at the end of the year-	$	1,395		$	46,606
Supplemental disclosure of cash flow information:
Cash paid for taxes	$	-		$	-
Cash paid for interest	$	-		$	-

The accompanying notes are an integral part of the financial statements

6

KINGFISH HOLDING CORPORATION

NOTES TO FINANCIAL STATEMENTS

December 31, 2023

(unaudited)

1. Business:

Our Business:

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

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

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

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

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

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

2. Summary of Significant Accounting Policies:

Basis of presentation:

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

7

Use of estimates:

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

Cash:

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

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

Fair Value of Financial Instruments:

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

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

Level 1:	Quoted prices in active markets for identical assets or liabilities
Level 2:	Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability
Level 3:	Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

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

Revenue Recognition:

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

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

· identification of the performance obligations in the contract;

· determination of the transaction price;

· allocation of the transaction price to the performance obligations in the contract; and

· recognition of revenue when, or as, we satisfy the performance obligation.

8

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 If-Converted Method. Potentially dilutive securities include convertible financial instruments.

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

3. Going Concern:

As reflected in the Company’s financial statements, the Company has an accumulated deficit of $5,228,281 as of December 31, 2023. The Company used cash of $51,805 and $153,640 in operating activities during the three months ended December 31, 2023 and 2022, respectively. The Company has a working capital deficiency of $637,974 at December 31, 2023 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.

4. Convertible Notes Payable to Related Party:

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

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

9

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

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

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

5. Notes Payable to Related Party:

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

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

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

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

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

10

6. Advances from Related Party:

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

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

7. Preferred 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 December 31, 2023 and 2022, there was no Preferred Stock issued and outstanding.

8. Income Taxes:

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

	12/31/2023			12/31/2022
Current
Federal	$	-		$	-
State		-			-
Foreign		-			-
		-			-
Deferred
Federal		(11,861	)		(35,462	)
State		(2,231	)		(4,885	)
Total	$	(14,092	)	$	(40,347	)

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

	12/31/2023			12/31/2022
Income tax provision at statutory rate:	$	(14,092	)	$	(40,347	)
Increase (decrease) in income tax due to:
Change in Valuation Allowance		14,092			40,347

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

	12/31/2023			12/31/2022
Long-term deferred tax assets (liabilities)
Net Operating Loss	$	724,925		$	652,600
Valuation Allowance		(724,925	)		(652,600	)
Total		-			-

11

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

	Three Months Ended December 31,
	2023			2022
Tax provision at U.S. federal income tax rate		21	%		21	%
State income tax provision net of federal		4	%		4	%
Valuation allowance		(25	)%		(25	)%
Provision for income taxes		0.0	%		0.0	%

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, 2016.

9. Rescission Liability:

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

10. Recent Accounting Pronouncements:

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

11. Commitments and Contingencies:

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

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

This Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses the operating results and financial condition of the Company for the fiscal quarters ended December 31, 2023 and 2022. The discussion and analysis set forth below is intended to assist you in understanding the financial condition and results of our operations and should be read in conjunction with our financial statements and the accompanying notes included elsewhere in this quarterly report. Our results of operations and financial condition, as reflected in the accompanying statements and related notes, are subject to management’s evaluation and interpretations of business conditions, changing market conditions and other factors. Historical results and trends which might appear should not be taken as indicative of future operations. The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of various factors.

A NOTE ABOUT FORWARD-LOOKING STATEMENTS

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

The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements:

· our ability to identify, secure and obtain suitable and sufficient financing to continue as a going concern; economic, political and market conditions;

· the general scrutiny and limitations placed on “blank check” and “shell” companies under applicable governmental regulatory oversight;

· our ability to identify, enter into and close an appropriate merger, acquisition, or other combination transaction with a business prospect, including, without limitation, the Merger Agreement (as defined below), by and between the Company and Renovo Resource Solutions, Inc., a Florida corporation (“Renovo”), as amended (the “Merger”);

· interest rate and inflation risk;

· climate related or natural disaster-related events that increases the likelihood of catastrophic losses, disruption to our operations, and related cost of insurance coverage for entities with operations in high fire, hurricane or flood risk areas, including our operations which are located on the gulf coast of central Florida, a region which is susceptible to hurricanes;

· government and industry regulation that might affect future operations; and

· 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.

13

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

· our ability to successfully integrate the operations of Renovo into the Company, the costs associated with any such merger transaction, including the Merger, and such integration, and to operate profitably following such integration;

· the expected timing, completion, effects and potential benefits of the Merger;

· statements of the plans, strategies and objectives of management with respect to the approval and closing of the Merger;

· the expected relative ownership percentages of the security holders of the Company and Renovo in the combined company following the closing of the Merger;

· the expected board of directors of the Company following the closing of the Merger;

· any statements regarding future economic conditions, growth rate, market opportunity or performance of the Company post-Merger;

· the ability of the combined company’s ability to obtain and maintain all licenses necessary to operate its business post-Merger;

· economic, business, competitive, and/or regulatory factors affecting the business of the Company post-Merger;

· the respective officers and directors of the Company and Renovo potentially having conflicts of interest with approving the proposed Merger;

· expectations regarding the anticipated benefits of the Merger satisfaction or waiver (if applicable) of the conditions to closing the Merger;

· statements of belief and any statement of assumptions underlying any of the foregoing; and

· the Company’s expectations regarding the anticipated benefits of the Merger.

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

Overview

Operations. 

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

14

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

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

On August 17, 2023 the board of directors of the Company approved and, on August 18, 2023, the Company entered into the Second Amendment to the Merger Agreement (the “Second Amendment”) with Renovo.  Pursuant to the Second Amendment, the Merger Agreement was amended to, among other things: (i) eliminate the condition that Renovo acquire 6 LLC, a Florida limited liability company owned and controlled by the shareholders of Renovo that owns the buildings and property (“Property”) on which Renovo conducts its operations (“6 LLC”) prior to the Merger; (ii) require as a condition to the closing of the Merger that Renovo take all steps necessary to cause: (a) 6 LLC to enter into a new lease agreement (the “Lease”), with an initial term of two years for the Property on terms reasonably satisfactory to the Company with Renovo effective concurrently with or immediately after the closing of the Merger; and (b) 6 LLC and all of the 6 LLC owners to grant the surviving corporation an exclusive option to purchase 6 LLC for a period of five years following the closing of the Merger (“Purchase Option”) and to enter into an agreement regarding the Purchase Option with the surviving corporation (the “Purchase Option Agreement”); (iii) require delivery of the executed Purchase Option Agreement and Lease at the closing of the Merger, and (iv) extend the Outside Termination Date to October 31, 2023.

On December 15, 2023, the Company and Renovo entered into a letter agreement (the “Letter Agreement”), whereby they again agreed to extend the Outside Terminate Date to March 31, 2024 and to reduce the number of directors that will be appointed to the Company’s board of directors by Renovo following the Merger.  With respect to the composition of the board of directors following the Merger, Kristen N. Toomey, one of the prospective Renovo appointees, has subsequently informed the parties that she will not serve on the board of directors following the Merger.  Accordingly, pursuant to the Letter Agreement, the parties have determined to revise the terms of the Merger Agreement to only expand the Board to six directors and appoint only Randall A. Moritz, Keri A. Moritz, and Lori M. Toomey as previously disclosed Renovo appointees to the board of directors following the consummation of the Merger.

The Original Merger Agreement, the First Amendment, the Second Amendment, and the Letter Agreement are referred to collectively herein as the “Merger Agreement”.

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

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

15

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

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

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to (a) the Original Merger Agreement, a complete and true copy of which has been filed as Exhibit 1.1 to our Current Report on Form 8-K filed with the Commission on October 31, 2022 (“Original Merger Form 8-K”), and is incorporated herein by reference, (b) the First Amendment, a complete and true copy of which has been filed as Exhibit to 2.1 to our Current Report on Form 8-K filed with the Commission on April 3, 2023, and is incorporated herein by reference, (c) the Second Amendment, a complete and true copy of which has been filed as Exhibit to 2.1 to our Current Report on Form 8-K filed with the Commission on August 21, 2023 (“Second Amendment Form 8-K”), and is incorporated herein by reference, and (d) the Letter Agreement, a complete and true copy of which has been filed as Exhibit to 2.4 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 filed with the Commission on December 19, 2023 (“2023 Form 10-K”), and is incorporated herein by reference .

Financial Condition.  We did not record revenues from operations during the fiscal quarter covered by our financial statements included in this Form 10-Q and are not currently engaged in any business activities that provide cash flows.  We do not expect to generate any revenues during the current fiscal year unless we are able to close the Merger or we are otherwise able to secure additional financing to continue operations.

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

In connection with the Merger Agreement, Renovo provided the Company with the Renovo Loan and, following the execution of the Merger Agreement, has paid various professional fees on behalf of the Company as described below.  If we consummate the Merger, we believe that we will generate sufficient revenue from our operations to fund our operations and our debt obligations. 

16

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

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

Except as described herein as it relates to the proposed Merger, we have no specific plans, understandings or agreements with respect to the raising of any additional financings, and we may seek to raise the required capital by the issuance of equity or debt securities or by other means. Furthermore, a failure to consummate the Merger may adversely affect our ability to raise additional capital through Mr. Toomey or any other person or entity. Since we have no such arrangements or plans currently in effect (other than the proposed merger described herein), our limited ability to raise funds to continue operations and to seek an acquisition may have a severely negative impact on our ability to become a viable company.  Our historical operating results disclosed in this Form 10-Q are not meaningful to our future results.

Results of Operations

 Comparison of Three Months Ended December 31, 2023 and 2022

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

Operating Expenses. We had operating expenses of $51,805 and $40,515 for the three months ended December 31, 2023 and 2022, respectively. The increase in expenses for the three months ended December 31, 2023 as compared to the three months year ended December 31, 2022 were primarily due to ongoing professional fees associated with the Merger.

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

Net Income (Loss). We recognized a net loss of $56,480 and $44,325 for the three months ended December 31, 2023 and December 31, 2022, respectively. The increase in net loss was directly attributed to an increase in professional fees.

Liquidity and Capital Resources

As of December 31, 2023, the Company had limited cash resources and we had a working capital deficit of $637,974. Our current liabilities were $639,369 at December 31, 2023 and $532,889 at September 30, 2023. Our total assets remained unchanged at $1,395 as of December 31, 2023 and at September 30, 2023.  Our assets were unchanged due to unsecured and non-interest bearing advances made by Renovo to the Company to facilitate the completion of the merger. Liabilities increased from $802,889 to $859,369 principally due to increase in taxes payable of approximately $112,000.

Other than our anticipated consummation of the Merger, we had no material commitments for capital expenditures as of December 31, 2023.  However, if we are able to execute our business plan as anticipated in the future, we would likely incur substantial capital expenditures and require additional financing to fund such expenditures.

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

17

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

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

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

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

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

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

On October 28, 2022, pursuant to the terms of the Merger Agreement, Renovo loaned $200,000 in principal amount to the Company on October 28, 2022 (referred to as the Renovo Loan).  The Renovo Loan is evidenced by a consolidated promissory note, dated October 28, 2022, issued by the Company to Renovo (referred to as the Renovo Promissory Note). 

18

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

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

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

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

  Evaluation of Disclosure Controls and Procedure

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

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

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

Changes in Internal Control over Financial Reporting

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

19

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

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

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

 None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 Not Applicable.

ITEM 4. MINE SAFETY DISCLOSURES

 Not Applicable.

ITEM 5. OTHER INFORMATION

 None.

ITEM 6. EXHIBITS

31.1 --	Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 15d-14(a)), with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2023. *
31.2 --	Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 15d-14(a)), with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2023.*
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 Extension Definition Linkbase *
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document *
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document *
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). *

*  Exhibit Filed Herewith

20

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: February 14, 2024	By:	/s/ Ted Sparling
		Ted Sparling
		Chief Executive Officer
		(Principal Executive Officer)

21

EX-31.1

EXHIBIT 31.1

Chief Executive Officer Certification

Pursuant To Section 302 of

the Sarbanes-Oxley Act of 2002

I, Ted Sparling, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Kingfish Holding Corporation for the quarter ended December 31, 2023;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

February 14, 2024	/s/ Ted Sparling
	Ted Sparling
	Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

Chief Financial Officer Certification

Pursuant To Section 302 of

the Sarbanes-Oxley Act of 2002

I, James La Manna, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Kingfish Holding Corporation for the quarter ended December 31, 2023;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

February 14, 2024	/s/ James La Manna
	James La Manna
	Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

Certification of the Chief Executive Officer Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Kingfish Holding Corporation (the "Company") on Form 10-Q for the quarterly period ending December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ted Sparling, as Chief Executive Officer of the Company, hereby certifies pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:

(1)	The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the dates and the periods covered by the Report.

A signed original of this written statement has been provided to Kingfish Holding Corporation and will be retained by Kingfish Holding Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

February 14, 2024	/s/ Ted Sparling
	Ted Sparling
	Chief Executive Officer
	(Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

Certification of the Chief Financial Officer Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Kingfish Holding Corporation (the "Company") on Form 10-Q for the quarterly period ending December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James La Manna, as Chief Financial Officer of the Company, hereby certifies pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:

(1)	The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the dates and the periods covered by the Report.

A signed original of this written statement has been provided to Kingfish Holding Corporation and will be retained by Kingfish Holding Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

February 14, 2024	/s/ James La Manna
	James La Manna
	Chief Financial Officer
	(Principal Financial Officer)

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Cover - shares	3 Months Ended
	Dec. 31, 2023	Feb. 01, 2024
Cover [Abstract]
Entity Registrant Name	Kingfish Holding Corporation
Entity Central Index Key	0001374881
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Entity Small Business	true
Entity Shell Company	true
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Dec. 31, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Entity Common Stock Shares Outstanding		120,942,987
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-52375
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	20-4838580
Entity Address Address Line 1	822 62nd Street Circle East
Entity Address Address Line 2	Suite 105
Entity Address City Or Town	Bradenton
Entity Address State Or Province	FL
Entity Address Postal Zip Code	34208
City Area Code	941
Local Phone Number	487-3653
Entity Interactive Data Current	Yes

XML

BALANCE SHEETS - USD ($)	Dec. 31, 2023	Sep. 30, 2023
Current assets:
Cash	$ 1,395	$ 1,395
Total Assets	1,395	1,395
Current liabilities:
Accounts payable	94,156	94,156
Accrued interest payable	49,694	45,019
Convertible notes payable to related party	90,000	90,000
Notes payable to related party	180,000	130,000
Advances from related party	225,519	173,714
Total Current Liabilities	639,369	532,889
Long term liabilities:
Notes payable to related parties	200,000	250,000
Rescission liability	20,000	20,000
Total Long Term Liabilities	220,000	270,000
Total Liabilities	859,369	802,889
Stockholders' deficit:
Preferred stock, par $0.0001, 20,000,000 shares authorized, 0 shares issued and outstanding	0	0
Common stock, par $0.0001, 200,000,000 shares authorized, 120,942,987 shares issued and outstanding	12,094	12,094
Paid in capital	4,378,213	4,378,213
Accumulated deficit	(5,228,281)	(5,171,801)
Rescission liability	(20,000)	(20,000)
Total stockholders' deficit	(857,974)	(801,494)
Total Liabilities and Stockholders' Deficit	$ 1,395	$ 1,395

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BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Sep. 30, 2023
Stockholders' Deficit:
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, issued shares	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, issued shares	120,942,987	120,942,987
Common stock, shares outstanding	120,942,987	120,942,987

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STATEMENTS OF OPERATIONS (UNAUDIED) - USD ($)	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Expenses:
Professional fees	$ 51,805	$ 40,447
General and administrative	0	68
Total operating expenses	51,805	40,515
Other Expenses:
Interest expense	4,675	3,810
Total other expenses	4,675	3,810
Total expenses	56,480	44,325
Net Loss Before Income Taxes	(56,480)	(44,325)
Provision for income taxes	0	0
Net Loss	$ (56,480)	$ (44,325)
Basic and diluted net income (loss) per share	$ (0.00)	$ (0.00)
Basic and diluted weighted average common shares outstanding	120,942,987	120,942,987

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STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT (UNAUDITED) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Rescission Liability	Retained Earnings (Accumulated Deficit)
Balance, shares at Sep. 30, 2022		120,942,987
Balance, amount at Sep. 30, 2022	$ (524,191)	$ 12,094	$ 4,378,213	$ (20,000)	$ (4,894,498)
Net Loss	(44,325)	$ 0	0	0	(44,325)
Balance, shares at Dec. 31, 2022		120,942,987
Balance, amount at Dec. 31, 2022	(568,516)	$ 12,094	4,378,213	(20,000)	(4,938,823)
Balance, shares at Sep. 30, 2023		120,942,987
Balance, amount at Sep. 30, 2023	(801,494)	$ 12,094	4,378,213	(20,000)	(5,171,801)
Net Loss	(56,480)	$ 0	0	0	(56,480)
Balance, shares at Dec. 31, 2023		120,942,987
Balance, amount at Dec. 31, 2023	$ (857,974)	$ 12,094	$ 4,378,213	$ (20,000)	$ (5,228,281)

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STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash Flows From Operating Activities:
Net loss	$ (56,480)	$ (44,325)
Changes in operating assets and liabilities:
Accrued interest payable	4,675	3,809
Accounts payable	0	(113,124)
Net Cash flows used by operating activities	(51,805)	(153,640)
Cash Flows From Financing Activities:
Advances from related party	51,805	0
Proceeds from note payable to related party	0	200,000
Net Cash flows from financing activities	51,805	200,000
Net Increase (Decrease) in Cash	0	46,360
Cash at the beginning of year	1,395	246
Cash at the end of the year-	1,395	46,606
Supplemental disclosure of cash flow information:
Cash paid for taxes	0	0
Cash paid for interest	$ 0	$ 0

XML

Business

3 Months Ended

Dec. 31, 2023

Business

Business

1. Business:

Our Business:

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

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

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

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

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

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

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Summary of Significant Accounting Policies

3 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies:

Basis of presentation:

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

Use of estimates:

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

Cash:

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

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

Fair Value of Financial Instruments:

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

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

Level 1:	Quoted prices in active markets for identical assets or liabilities
Level 2:	Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability
Level 3:	Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

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

Revenue Recognition:

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

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

· identification of the performance obligations in the contract;

· determination of the transaction price;

· allocation of the transaction price to the performance obligations in the contract; and

· recognition of revenue when, or as, we satisfy the performance obligation.

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 If-Converted Method. Potentially dilutive securities include convertible financial instruments.

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

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Going Concern

3 Months Ended

Dec. 31, 2023

Going Concern

Going Concern

3. Going Concern:

As reflected in the Company’s financial statements, the Company has an accumulated deficit of $5,228,281 as of December 31, 2023. The Company used cash of $51,805 and $153,640 in operating activities during the three months ended December 31, 2023 and 2022, respectively. The Company has a working capital deficiency of $637,974 at December 31, 2023 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.

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Convertible Notes Payable to Related Party

3 Months Ended

Dec. 31, 2023

Convertible Notes Payable to Related Party

Convertible Notes Payable to Related Party

4. Convertible Notes Payable to Related Party:

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

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

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

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

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

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Notes Payable to Related Party

3 Months Ended

Dec. 31, 2023

Notes Payable to Related Party

Notes Payable to Related Party

5. Notes Payable to Related Party:

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

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

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

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

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

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Advances from Related Party

3 Months Ended

Dec. 31, 2023

Advances from Related Party

Advances from Related Party

6. Advances from Related Party:

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

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

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Preferred Stock

3 Months Ended

Dec. 31, 2023

Preferred Stock

Preferred Stock

7. 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 December 31, 2023 and 2022, there was no Preferred Stock issued and outstanding.

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Income Taxes

3 Months Ended

Dec. 31, 2023

Income Taxes

Income Taxes

8. Income Taxes:

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

	12/31/2023			12/31/2022
Current
Federal	$	-		$	-
State		-			-
Foreign		-			-
		-			-
Deferred
Federal		(11,861	)		(35,462	)
State		(2,231	)		(4,885	)
Total	$	(14,092	)	$	(40,347	)

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

	12/31/2023			12/31/2022
Income tax provision at statutory rate:	$	(14,092	)	$	(40,347	)
Increase (decrease) in income tax due to:
Change in Valuation Allowance		14,092			40,347

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

	12/31/2023			12/31/2022
Long-term deferred tax assets (liabilities)
Net Operating Loss	$	724,925		$	652,600
Valuation Allowance		(724,925	)		(652,600	)
Total		-			-

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

	Three Months Ended December 31,
	2023			2022
Tax provision at U.S. federal income tax rate		21	%		21	%
State income tax provision net of federal		4	%		4	%
Valuation allowance		(25	)%		(25	)%
Provision for income taxes		0.0	%		0.0	%

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, 2016.

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Rescission Liability

3 Months Ended

Dec. 31, 2023

Rescission Liability

Rescission Liability

9. Rescission Liability:

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

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Recent Accounting Pronouncement

3 Months Ended

Dec. 31, 2023

Recent Accounting Pronouncement

Recent Accounting Pronouncement

10. Recent Accounting Pronouncements:

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

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Commitments and Contingencies

3 Months Ended

Dec. 31, 2023

Commitments and contingencies (Note 11)

Commitments and Contingencies

11. Commitments and Contingencies:

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

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies

Basis of presentation

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

Use of estimates

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

Cash

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

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

Fair Value of Financial Instruments

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

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

Level 1:	Quoted prices in active markets for identical assets or liabilities
Level 2:	Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability
Level 3:	Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

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

Revenue Recognition

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

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

· identification of the performance obligations in the contract;

· determination of the transaction price;

· allocation of the transaction price to the performance obligations in the contract; and

· recognition of revenue when, or as, we satisfy the performance obligation.

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 If-Converted Method. Potentially dilutive securities include convertible financial instruments.

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

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Income Taxes (Tables)

3 Months Ended

Dec. 31, 2023

Income Taxes

Schedule Of Income Tax Domestic And Foreign

	12/31/2023			12/31/2022
Current
Federal	$	-		$	-
State		-			-
Foreign		-			-
		-			-
Deferred
Federal		(11,861	)		(35,462	)
State		(2,231	)		(4,885	)
Total	$	(14,092	)	$	(40,347	)

Components Of Income Tax Expense

	12/31/2023			12/31/2022
Income tax provision at statutory rate:	$	(14,092	)	$	(40,347	)
Increase (decrease) in income tax due to:
Change in Valuation Allowance		14,092			40,347

Schedule Of Deferred Tax Assets And Liabilities

	12/31/2023			12/31/2022
Long-term deferred tax assets (liabilities)
Net Operating Loss	$	724,925		$	652,600
Valuation Allowance		(724,925	)		(652,600	)
Total		-			-

Schedule Of federal statutory tax rate

	Three Months Ended December 31,
	2023			2022
Tax provision at U.S. federal income tax rate		21	%		21	%
State income tax provision net of federal		4	%		4	%
Valuation allowance		(25	)%		(25	)%
Provision for income taxes		0.0	%		0.0	%

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Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Dec. 31, 2023	Sep. 30, 2022
Summary of Significant Accounting Policies
Convertible notes payable related party	$ 90,000	$ 90,000
FDIC insurance limit	$ 250,000

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Going Concern (Details Narrative) - USD ($)	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Going Concern
Accumulated deficit	$ (5,228,281)
Net Cash flows used by operating activities	(51,805)	$ (153,640)
Working Capital Deficiency	$ 637,974

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Convertible Notes Payable to Related Party (Details Narrative) - USD ($)	Sep. 19, 2016	Jul. 11, 2016	Mar. 03, 2016	Dec. 07, 2015
Convertible Notes Payable to Related Party
Interest rate	3.50%	3.50%	3.50%	3.50%
Convertible Debt	$ 20,000	$ 30,000	$ 20,000	$ 20,000
Conversion price per share	$ 1.00	$ 1.00	$ 1.00	$ 1.00

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Note Payable to Related Party (Details Narrative) - USD ($)	1 Months Ended		2 Months Ended
	Oct. 28, 2022	Feb. 01, 2021	Mar. 07, 2022
Renovo Loan [Member]
Note payable to related party	$ 200,000
Interest rate	6.00%
Debt Instrument Maturity Date	Oct. 28, 2024
Mr Toomey [Member]
Note payable to related party		$ 130,000	$ 50,000
Interest rate		2.00%	2.00%
Maturity extension, interest rate		5.00%	5.00%
Debt Instrument Maturity Date		Dec. 31, 2023	Dec. 31, 2024

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Advances from Related Party (Details Narrative) - USD ($)	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Professional fees	$ 51,805	$ 40,447
Renovo [Member]
Professional fees	$ 225,519

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Preferred Stock (Details Narrative) - shares	Dec. 31, 2023	Sep. 30, 2023
Preferred Stock
Preferred stock, shares authorized	20,000,000	20,000,000

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Income Taxes (Details) - USD ($)	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Current
Federal	$ 0	$ 0
State	0	0
Foreign	0	0
Deferred
Federal	(11,861)	(35,462)
State	(2,231)	(4,885)
Total	$ (14,092)	$ (40,347)

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Income Taxes (Details 1) - USD ($)	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Taxes
Income tax provision at statutory rate	$ (14,092)	$ (40,347)
Increase (decrease) in income tax due to:
Change in Valuation Allowance	$ 14,092	$ 40,347

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Income Taxes (Details 2) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Long-term deferred tax assets (liabilities)
Net Operating Loss	$ 724,925	$ 652,600
Valuation allowance	(724,925)	(652,600)
Net deferred tax assets (Libilities)	$ 0	$ 0

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Income Taxes (Details 3)	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Taxes
Tax provision at U.S. federal income tax rate	21.00%	21.00%
State income tax provision net of federal	4.00%	4.00%
Valuation allowance	(25.00%)	(25.00%)
Provision for income taxes	0.00%	0.00%

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Rescission Liability (Details Narrative)	1 Months Ended
	Nov. 20, 2009 USD ($) shares
Rescission Liability
Stock issued for services, shares | shares	2,000,000
Stock issued for services, value | $	$ 20,000