Annual Report (10-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended September 30, 2013

¨ 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.)

2641 49th Street, Sarasota, Florida		34234
(Address of Principal Executive Offices)		(Zip Code)

(941) 870-2986

(Registrant’s Telephone Number, Including Area Code)

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

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

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

None

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

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

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

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

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

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

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

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

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

As of November 28, 2014, the number of issued and outstanding shares of common stock of the registrant was 119,180,335.

Documents Incorporated By Reference: None

Kingfish Holding Corporation

ANNUAL REPORT ON FORM 10-K

For The

Fiscal Year Ended September 30, 2013

TABLE OF CONTENTS

Item Number in Form 10-K		Page

PART I

Item 1.	Business	4
Item 1A.	Risk Factors	11
Item 1B.	Unresolved Staff Comments	11
Item 2.	Properties	11
Item 3.	Legal Proceedings	11
Item 4.	Mine Safety Disclosures	11

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	12
Item 6.	Selected Financial Data	15
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 8.	Financial Statements and Supplementary Data	19
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	31
Item 9A.	Controls and Procedures	31
Item 9B.	Other Information	32

PART III

Item 10.	Directors ,Executive Officers and Corporate Governance	33
Item 11.	Executive Compensation	35
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	36
Item 13.	Certain Relationships and Related Transactions, and Director Independence	37
Item 14.	Principal Accountant Fees and Services	39

PART IV

Item 15.	Exhibits and Financial Statement Schedules	40

A NOTE ABOUT FORWARD-LOOKING STATEMENTS

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

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

All written or oral forward-looking statements that are made or attributable to us are expressly qualified in their entirety by this cautionary notice. The forward-looking statements included herein are only made as of the date of this Annual Report on Form 10-K for the fiscal year ended September 30, 2013 (this “Form 10-K”). We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

PART I

ITEM 1. BUSINESS

Background

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

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

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

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

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

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

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

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

As a result of the foreclosure, the Company no longer held any operating entities, its only asset was the King Bro Wood, L.L.C. promissory note, and it no longer conducted any business operations.

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

Recent Developments

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

It was concluded that it might be feasible to acquire a target company or business seeking the perceived advantages of being a publicly held corporation and, based on these discussions, our management decided that it should explore opportunities to acquire other assets or business operations that will maximize shareholder value. Accordingly, it was determined that prior to undertaking a search for any such acquisition opportunities, the Company should take the steps necessary to (a) reconstitute a full board of directors, (b) update and complete its corporate records and corporate governance documents, including the payment of any franchise fees and taxes owed to the State of Delaware, (c) satisfy all its obligations owed to its transfer agent, (e) obtain an audit of its financial statements by independent registered public accountants, and (f) reactivate its suspended reporting obligations under Section 15(d) of the Exchange Act (collectively, “Preparatory Actions”).

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

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

	·	change the name of the Company to “Kingfish Holding Corporation,” and

	·	require a super majority vote of at least 66 2/3% of the outstanding common stock of the Company to adopt, amend, alter, or repeal bylaw provisions and certain provisions of the certificate of incorporation.

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

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

Business Strategy

Currently, the Company intends to seek suitable candidates for a business combination with a private company, including a potential combination and financing transaction involving Florida Fuel Solutions, LLC, a Florida limited liability company controlled by certain of our directors (“FFS”). As of the date of the filing of this Form 10-K, the Company has only taken the Preparatory Actions and has not yet made any efforts to identify any private companies or potential business combinations other than FFS. However, the Company does not intend to enter into any negotiations or pursue a business combination transaction with any entity, including FFS, until it completes the Preparatory Actions and undertakes an evaluation of the alternatives available to the Company. As a result, the Company has not conducted negotiations or entered into a letter of intent concerning any target company or business, including FFS. The business purpose of the Company is to seek the acquisition of, or merger with, an existing company or business.

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

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

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

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

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

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

	·	The extent to which the business opportunity can be advanced

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

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

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

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

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

	·	Other relevant factors

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

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

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

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

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

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

Form of Acquisition

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

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

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

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

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

Competition

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

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

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

Employees

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

ITEM 1A. RISK FACTORS

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

ITEM 1B. UNRESOLVED STAFF COMMENTS

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

ITEM 2. PROPERTIES

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

ITEM 3. LEGAL PROCEEDINGS

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

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

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

Market Information

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

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

	High		Low
Year Ended September 30, 2013:
First Quarter (10/1/12 to 12/31/12)	$	0.0070	$	0.0050
Second Quarter (1/1/13 to 3/31/13)	$	0.0050	$	0.0050
Third Quarter (4/1/13 to 6/30/13)	$	0.0010	$	0.0005
Fourth Quarter (7/1/13 to 9/30/13)	$	0.0015	$	0.0050

Year Ended September 30, 2012:
First Quarter (10/1/11 to 12/31/11)	$	0.0200	$	0.0060
Second Quarter (1/1/12 to 3/31/12)	$	0.0065	$	0.0060
Third Quarter (4/1/12 to 6/30/12)	$	0.0080	$	0.0010
Fourth Quarter (7/1/12 to 9/30/12)	$	0.0070	$	0.0050

The numbers of holders of record of our common stock on November 10, 2014 was approximately 70. On November 10, 2014, the last reported sale price of the common stock as quoted by the OTC Markets Group, Inc. on the pink sheets in the OTC Pink - No Information tier was $0.0035 per share.

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

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

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

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

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

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

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

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

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

Dividends

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

Securities Authorized under Equity Compensation Plans

We do not presently maintain any equity compensation plans.

Recent Sales of Unregistered Securities

Set forth below are the sales of unregistered securities during the fiscal year ended September 30, 2013.

	·	On July 2, 2013, Mr. Toomey elected to convert two convertible promissory notes, dated February 20, 2013, in a single transaction in aggregate principal amount of $35,000 (the “February 2013 Promissory Notes”). The conversion rate for the February 2013 Promissory Notes was determined to be $0.0029 per share, resulting in the issuance of 11,999,999 shares of common stock to Mr. Toomey. These shares of common stock of the Company were issued in reliance on Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”).

	·	On August 31, 2013, Mr. Toomey elected to convert a convertible promissory note, dated August 22, 2013, in aggregate principal amount of $50,000 (the “August 2013 Promissory Note”). The conversion rate for the August 2013 Promissory Note was determined to be $0.00075 per share, resulting in the issuance of 66,666,667 shares of common stock to Mr. Toomey. These shares of common stock of the Company were issued in reliance on Section 4(a)(2) of the Securities Act.

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

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

The August 2013 Promissory Note was issued pursuant to the terms and conditions of a Convertible Promissory Note Purchase Agreement, effective as of August 22, 2013 (the “August 2013 Note Agreement”), by and between the Company and Mr. Toomey to evidence a $50,000 loan made by Mr. Toomey to the Company on February 20, 2013. The outstanding principle balance of the August 2013 Promissory Note was convertible into shares of the Company’s common stock at a conversion price equal to the average of the closing prices of the shares for the ninety consecutive full trading days in which the shares were traded ending at the close of business of the fifth day preceding the conversion date. The interest rate on the August 2013 Promissory Note was at a fixed rate of 4% per annum, payable from the date of the actual loan.

Transfer Agent

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

ITEM 6. SELECTED FINANCIAL DATA

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

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

General

This Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses the operating results and financial condition of the Company for the fiscal years ended September 30, 2013 and 2012. The discussion and analysis set forth below is intended to assist you in understanding the financial condition and results of our operations and should be read in conjunction with our audited financial statements and the accompanying notes included elsewhere in this Form 10-K. The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of various factors, including those discussed elsewhere in this Form 10-K.

Overview

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

During the fiscal year ended September 30, 2012, our management concluded that it may be feasible to acquire a target company or business seeking the perceived advantages of being a publicly held corporation and, as a result, our management determined that it should explore opportunities to acquire other assets or business operations that will maximize shareholder value. Following that determination, as an initial step, the Company made arrangements to take the Preparatory Actions and, as a result, the operations of the Company have been focused on preparing the Company for reactivation of its suspended reporting obligations under Section 15(d) of the Exchange Act. After it completes the Preparatory Actions, the Company will commence to investigate and, if such investigation warrants, merge or acquire an appropriate target company or business, if any.

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

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

Financial Condition. We have not recorded revenues from operations during the fiscal years covered by our financial statements included in this Form 10-K and are not currently engaged in any business activities that provide cash flows. We do not expect to generate any revenues over the next 12 months. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. During the next 12 months we anticipate incurring costs related to: (i) investigating and analyzing potential business combination transactions; (ii) the preparation and filing of Exchange Act reports, and (iii) consummating an acquisition, if any. We believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary, to be loaned by or invested in us by our shareholders, management or other investors.

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

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

Going Concern Issues

In its report dated December 17, 2014, our auditors, Warren Averett, LLC expressed an opinion that there is substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. We generated no operating revenues for the fiscal years ended September 30, 2013 and 2012, and we had an accumulated stockholders’ deficit of $2,260,399 as of September 30, 2013. Furthermore, at September 30, 2013 and 2012, we had a retained deficit of $6,382,016 and $6,868,262, respectively, and a working capital deficit of $1,968,505 at September 30, 2013. As a result of our working capital deficiency and anticipated operating costs for the next twelve months, we do not have sufficient funds available to sustain our operations for a reasonable period without additional financing. Our continuation as a going concern is therefore dependent upon future events, including our ability to raise additional capital and to generate positive cash flows.

Results of Operations

Comparison of Years Ended September 30, 2013 and 2012

Revenues. Because we currently do not have any business operations, we have not had any revenues during our fiscal years ended September 30, 2013 and September 30, 2012.

General and Administrative Expenses. We had operating expenses of $30,480 and $2,724 for the years ended September 30, 2013 and 2012, respectively. These expenses consisted of general and administrative expenses which were primarily comprised of professional fees associated with various corporate and accounting matters and the cost of directors’ and officers’ insurance. The increase in such expenses for the year ended September 30, 2013 was due to the preliminary Preparatory Actions undertaken in 2013 to reactivate the Company’s suspended reporting obligations under Section 15(d) of the Exchange Act and the commencement of our directors’ and officers’ insurance during 2013. We anticipate that our general and administrative expenses will increase temporarily as we complete our Preparatory Actions and then will be reduced and remain relatively low until such time as we effect a merger or other business combination with an operating business, if at all.

Net Income (Loss). We recognized a net income of $486,246 for the fiscal year ended September 30, 2013 as compared to a net loss of $2,609 for the fiscal year ended September 30, 2012. The increase in net income in 2013 was due primarily to a gain of $782,918 from the settlement of accrued expenses during the year, offset by $266,192 provision for income taxes and a $27,756 increase in general and administrative expenses attributable to the costs and expenses associated with the Preparatory Actions.

Liquidity and Capital Resources

At September 30, 2013, we had a working capital deficit of $1,968,505. Current liabilities decreased to $1,972,947 at September 30, 2013 from $2,807,419 at September 30, 2012 primarily due to a $782,918 reduction in accrued expenses as a result of the settlement of such expenses in 2013. Total assets decreased to $4,442 at September 30, 2013 from $272,668 at September 30, 2012 due to the use of the $266,192 deferred tax asset in 2013.

We had no material commitments for capital expenditures as of September 30, 2013 and 2012. However, if we are able to execute our business plan as anticipated in the future, we would likely incur substantial capital expenditures and require additional financing to fund such expenditures.

During fiscal years ended September 30, 2013 and 2012, we have been reliant on monies loaned to us by Mr. Toomey to finance our operations and to pay the costs associated with the Preparatory Actions. On February 20, 2013, the Company acknowledged and formalized a loan made to the Company on April 30, 2012 in the amount of $5,000, and borrowed an additional $30,000 by entering into the February 2013 Note Agreement and issuing the February 2013 Promissory Notes in favor of Mr. Toomey in principal amount of $35,000 bearing interest at a fixed rate of 3% per annum, payable from the date of that the actual loan was provided to the Company. On August 22, 2013, Mr. Toomey advanced an additional $50,000 to the Company pursuant to the August 2013 Note Agreement and the Company issued the August 2013 Promissory Note in favor of Mr. Toomey in principal amount of $50,000 bearing interest at a fixed rate of 4% per annum. The February 2013 Promissory Notes and the August 2013 Promissory Note were both convertible into shares of our common stock at a conversion price equal to the average of closing prices of the shares for the ninety consecutive full trading days in which the shares were traded ending at the close of business of the fifth day preceding the conversion date. Mr. Toomey converted all of these notes during the fiscal year ended September 30, 2013.

The proceeds from the February 2013 Promissory Notes and the August 2013 Promissory Note were used primarily to the paying the operating expenses of the Company, including the amounts paid in connection with the Preparatory Actions, to settle certain outstanding debt obligations, and payments of accounts payable and interest. We do not expect to achieve positive cash flow from operations until we have a regular source of revenue, which is adequate to cover the operating costs of the Company.

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

Subsequent Events

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

	·	on October 21, 2013, Toomey advanced $10,000 to the Company;

	·	on November 13, 2013, Toomey advanced $10,000 to the Company;

	·	on January 13, 2014, Toomey advanced $10,000 to the Company;

	·	on April 24, 2014, Toomey advanced $20,000 to the Company;

	·	on May 22, 2014, Toomey advanced $20,000 to the Company; and

	·	on September 17, 2014, Toomey advanced $20,000 to the Company.

Each of these advances are evidenced by a convertible promissory note in favor of Mr. Toomey for the principal amount thereof, bearing fixed interest rates of 3.5% per annum, payable from the date of the actual loan. The outstanding principal and interest on each of these notes are payable upon demand by Mr. Toomey; provided, however, that no demand for payment shall be made prior to earlier of: (a) June 1, 2015, and (b) thirty (30) calendar days after the Company reactivates its reporting obligations under Section 15(d) of the Exchange Act. Each of these promissory notes is convertible into the common stock of the Company by Mr. Toomey at a conversion price equal to the average of the mean of the bid and asked prices of the shares for the ninety consecutive full trading days in which the shares were traded ending at the close of business of the fifth day preceding the conversion date; but only when, and if, sufficient shares of authorized common stock exists under the Company’s certificate of incorporation. However, we do not currently have a sufficient number of authorized shares to convert the promissory notes issued pursuant to the October 2014 Note Agreement and as of the date hereof the underlying promissory notes have not yet been converted into shares of our common stock. Although we agreed in the October 2014 Note Agreement to promptly submit an amendment to the Company’s certificate of incorporation to our stockholders to increase the number of authorized shares, Mr. Toomey has agreed to waive that requirement until June 30, 2016.

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements.

Critical Accounting Policies and Estimates

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

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

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates that we have used in the preparation of our financial statements are as follows:

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

The Company follows the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10). A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there are not unrecognized benefits for all periods presented. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefit in interest expense and penalties in operating expenses.

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

New Accounting Pronouncements

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Kingfish Holding Corporation

(formerly Kesselring Holding Corporation)

Sarasota, Florida

We have audited the accompanying balance sheets of Kingfish Holding Corporation (the “Company”), formerly Kesselring Holding Corporation, as of September 30, 2013 and 2012 and the related statements of operations, changes in stockholders’ deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2013 and 2012 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

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

/s/ Warren Averett, LLC

Tampa, Florida

December 17, 2014

KINGFISH HOLDING CORPORATION

BALANCE SHEETS

SEPTEMBER 30, 2013 AND 2012

	2013			2012


Current assets:
Escrow held by attorney	$	1,109		$	6,476
Prepaid expense		3,333			-
Deferred tax asset		-			266,192

Total Assets	$	4,442		$	272,668

Current liabilities:
Accounts payable	$	1,582,913		$	1,591,319
Accrued expenses		390,034			1,216,100
Total Current Liabilities		1,972,947			2,807,419

Long Term Liabilities:
Notes payable		271,894			271,894
Convertible notes payable to related party		-			5,000
Rescission liability		20,000			20,000
Total Long Term Liabilities		291,894			296,894

Total Liabilities		2,264,841			3,104,313

Stockholders' Deficit:
Common stock, par $0.0001, 200,000,000 shares authorized, 50,046,320 and 38,046,321 shares issued and outstanding at September 30, 2013 and 2012, respectively		5,005			3,805
Paid in capital		4,086,612			4,052,812
Retained deficit		(6,382,016	)		(6,868,262	)
Common stock payable		50,000			-
Rescission liability		(20,000	)		(20,000	)
		(2,260,399	)		(2,831,645	)

Total Liabilities and Stockholders' Deficit	$	4,442		$	272,668

The accompanying notes are an integral part of these statements

KINGFISH HOLDING CORPORATION
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012

	2013			2012

Expenses:
Professional fees	$	27,903		$	2,724
Finance charge		682			-
Insurance		1,667			-
Taxes and licenses		228			-
General and Administrative Expenses		30,480			2,724

Other Income:
Interest income		-			115
Gain from settlement of accrued expenses		782,918			-
Total Other Income		782,918			115

Net Income (Loss) Before Income Taxes		752,438			(2,609	)

Provision for income taxes		(266,192	)		-

Net Income (Loss)	$	486,246		$	(2,609	)

Basic and diluted net income (loss) per share	$	0.01		$	0.00

Basic and diluted weighted average common shares outstanding		44,117,554			38,046,321

The accompanying notes are an integral part of these statements

KINGFISH HOLDING CORPORATION

SEPTEMBER 30, 2013 AND 2012

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

	Common Stock				Common
	Shares		Par $0.0001		Stock Payable		Paid In Capital		Rescission Liability			Retained Deficit			Total

Balance, September 30, 2011		38,046,321	$	3,805	$	-	$	4,052,812	$	(20,000	)	$	(6,865,653	)	$	(2,829,036	)

Net Loss		-		-		-		-		-			(2,609	)		(2,609	)

Balance September 30, 2012		38,046,321		3,805		-		4,052,812		(20,000	)		(6,868,262	)		(2,831,645	)

Conversion of related party notes payable		11,999,999		1,200		-		33,800		-			-			35,000

Conversion of related party notes payable		-		-		50,000		-		-			-			50,000

Net Income		-		-		-		-		-			486,246			486,246

Balance, September 30, 2013		50,046,320	$	5,005	$	50,000	$	4,086,612	$	(20,000	)	$	(6,382,016	)	$	(2,260,399	)

The accompanying notes are an integral part of these statements

KINGFISH HOLDING CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012

	2013			2012
Cash Flows From Operating Activities:
Net income (loss)	$	486,246		$	(2,609	)
Adjustments to reconcile net income (loss) to net cash used by operations:
Provision for deferred taxes		266,192			-
(Gain) from settlement accrued expenses		(782,918	)		-
Changes in operating assets and liabilities:
Escrow held by attorney		5,367			(892	)
Prepaid expenses		(3,333	)		-
Accounts payable and accrued expenses		(51,554	)		(3,231	)
Net Cash flows used by operating activities		(80,000	)		(6,732	)

Cash Flows From Financing Activities:

Proceeds from notes receivable		-			1,732
Proceeds from note payable to related party		80,000			5,000
Net Cash flows from financing activities		80,000			6,732

Net Increase in Cash		-			-

Cash at the beginning of year		-			-

Cash at the end of the year	$	-		$	-

Non-cash Transaction Disclosures:
Conversion of related party notes payable to common stock	$	85,000		$	-

The accompanying notes are an integral part of these statements

KINGFISH HOLDING CORPORATION

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012

1.	Business:

Our Business:

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

The Company discontinued operations in 2009, sold our last subsidiary in May 2010 and effected a change in management and control at the same time. As part of this transition, old management took possession of the majority of the accounting and corporate records. The Company’s last annual report Form 10-KSB for the year ended September 30, 2008 was filed with the Securities and Exchange Commission (SEC) on December 29, 2008 and the Company’s last quarterly report Form 10-Q for the period ended June 30, 2009 was filed with the SEC on August 19, 2009.

Since discontinued operations in 2009, the Company is reorganizing and structuring a capital campaign to seek suitable candidates for a business combination with a private company. The Company's activities are subject to significant risks and uncertainties, including failing to secure additional funding to reorganize and finding a suitable candidate to participate in its renewable energy initiatives.

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

2.	Summary of Significant Accounting Policies:

Basis of presentation:

The preparation of financial statements in accordance with Accounting Principles Generally Accepted in the United States of America contemplates that the Company will continue as a going concern, for a reasonable period. As reflected in the Company’s financial statements, the Company has a retained deficit of $6,382,016 and $6,868,262 during the years ended September 30, 2013 and 2012, respectively. The Company used cash of ($80,000) and ($6,732) in operating activities during the years ended September 30, 2013 and 2012, respectively. The Company has a working capital deficiency of ($1,968,505) at September 30, 2013 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.

Use of estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets, if any at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates that we have made in the preparation of our financial statements are as follows:

Escrow held by Attorney:

The Company also had deposited a retainer with its legal counsel, which funds were used to pay legal fees, various negotiated legal settlements, and the cost and fees owed to the State of Delaware and the Company’s transfer agent. Therefore, the Company only had an insignificant balance with our legal counsel at September 30, 2013 and 2012.

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

Income Taxes:

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

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

Net income (loss) per share:

Basic income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of outstanding common shares during the period of computation. Diluted loss per share gives effect to potentially dilutive common shares outstanding. Potentially dilutive securities include stock options and warrants. The Company gives effect to these dilutive securities using the Treasury Stock Method. Potentially dilutive securities also include other convertible financial instruments. The Company gives effect to these dilutive securities using the If-Converted-Method. For the years ended September 30, 2013 and 2012, zero and 2,790,200 common stock options and zero common stock warrants, respectively are not considered in our net loss per share calculations because the effect of including them would be anti-dilutive. For the year ended September 30, 2013, 66,666,667 shares of common stock have been included in our basic and diluted net income per share calculations from the committment date. These shares were issued after September 30, 2013, but the Company was committed to issue the shares at September 30, 2013.

3.	Accounts Payable and Accrued Expenses:

Accounts payable and accrued expenses are comprised of the followings:

	September 30, 2013		September 30, 2012

Accounts payable	$	1,582,913	$	1,591,319
Accrued expenses		390,034		390,034
Accrued rent		‐		744,066
Accrued severance		‐		82,000
	$	1,972,947	$	2,807,419

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

The Company also recorded approximately $744,000 of past due rent from a lease of office space. The lease was entered into between old management and the lessor in August 2007. The Company defaulted on the lease payments and the lessor pursued legal action against the Company. In July 2008, the parties entered into a settlement agreement and mutual release which specified specific payment terms for the Company. In August 2013, the parties entered into another settlement agreement whereby the Company paid the lessor $29,648 as full and final settlement of the claim. As a result, the Company recorded approximately $714,000 of gain from settlement of accrued expenses as a result of this settlement.

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

4.	Notes Payable:

Notes payable consisted of the following at September 30, 2013 and 2012:

	2013		2012
4.9% Note payable due August 2010	$	13,246	$	13,246
Auto Loan		11,189		11,189
Prime Plus 4.5%, 1,000,000 bank credit facility (a)		180,141		180,141
Loan on equipment		67,318		67,318
	$	271,894	$	271,894

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

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

		The above notes were entered into with various financial institutions when the Company was an operating company. However, due to the lack of documentation of payments or settlement agreements for reason described in Note 1, the Company was not able to definitively determine that these notes were settled even though it appeared that the financial institutions repossessed the underlying collaterals. Therefore, these notes will remain on our books until the statute of limitation expires which we estimate to be between 2015 and 2017.

5.	Convertible Notes Payable to Related Party:

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

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

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

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

On August 31, 2013, the director elected to convert the above note into the Company’s common stock. The conversion price was determined to be $0.00075, resulting in the conversion into 66,666,667 shares of common stock to the director. These shares were issued to the director subsequent to September 30, 2013, therefore, the Company recorded a common stock payable for $50,000 at September 30, 2013.

6.	Stockholders’ Deficit:

Stock options - On the Company’s annual report Form 10-KSB for the fiscal year ended September 30, 2008, the Company had 2,790,200 options outstanding with a weighted average exercise price of $0.13 and an aggregate weighted average remaining term of 4.48 years. Of these options, 2,450,200 shares were exercisable. These options had no intrinsic value on the date of issuance and on September 30, 2013 and 2012. There have been no options granted or exercised since September 30, 2008 and all outstanding options expired on September 30, 2013.

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

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

7.	Income Taxes:

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

	9/30/2013		9/30/2012
Current
Federal	$	-	$	-
State		-		-
Foreign		-		-
		-		-
Deferred
Federal		266,192		-
State		-		-
Total		266,192		-
Allocated to discontinued operations		-		-
Continuing operations	$	266,192	$	-

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

	9/30/2013			9/30/2012
Income tax provision at statutory rate:	$	255,829		$	(887	)
Increase (decrease) in income tax due to:
Meals & Entertainment		-			-
Stock comp and option expense		-			-
Derivative expense		-			-
State income taxes net
Change in Valuation Allowance		(10,363	)		887
	$	266,192		$	-

7.	Income Taxes (continued):

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

	9/30/2013			9/30/2012
Long-term deferred tax assets (liabilities)
Net Operating Loss	$	1,195,895		$	1,451,724
Valuation Allowance		(1,195,895	)		(1,185,532	)
	$	-		$	266,192

Deferred tax assets and (liabilities) reflect the net effect of temporary differences between the carrying amount of asset and liabilities for financial reporting purposes and amounts used for income tax purposes. As of September 30, 2008, when the last annual report Form 10-KSB for the year ended September 30, 2008 was filed with the Securities and Exchange Commission (SEC), the Company had a deferred tax asset of $2,215,799 and net operating loss carryforwards of approximately $6,960,477. However, due to the discontinued operations for reasons described in Note 1, and the change in control of the Company, the likelihood of the above net operating loss carryforwards available to offset future taxable income were determined to be remote. Accordingly, a full valuation allowance was recorded for the future net operating loss carryforward. The actual net operating loss carryforward is approximately $3,517,000, which will expire starting in 2028. The Company utilized approximately $783,000 of actual net operating loss carryforwards related to the forgiveness of certain accrued liabilities described in Note 3.

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, 2010.

8.	Rescission Liability:

On November 20, 2009, the Company issued 2,000,000 shares of its common stock to pay for services valued at $20,000. The issuance of these shares was declared invalid by the court since they were issued by prior management who did not have the authority to do so since they were validly removed on November 16, 2009. These shares remained outstanding at September 30, 2013 and will be returned to the Company’s transfer agent upon locating the holder of these shares.

9.	Recent Accounting Pronouncement

In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, with early adoption permitted. Management is currently assessing the impact the adoption of ASU 2014-15 will have on our financial statements.

10.

Subsequent Events:

After September 30, 2013, the Company entered into various convertible notes with a director totaling $90,000. The notes bear interest rates at 3.5% per annum and all unpaid principle and interest were due on demand by the director but no earlier than June 1, 2015 or 30 calendar days after the recommencement of public company status as defined in the note agreement. The outstanding principle balance of the note is convertible into the Company’s shares of common stock at the conversion price which is the average of the mean of the bid and ask prices for the ninety consecutive full trading days in which the shares were traded ending at the close of trading on the fifth business day preceding the conversion date. As a result of the variable feature associated with the conversion option, pursuant to ASC Topic 815, the Company bifurcated the conversion option, to determine the fair value of the conversion option. At the issuance date, the Company concluded that the derivative liability and the debt discount were not material to the financial statements.

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

Not Applicable.

ITEM 9A. CONTROLS AND PROCEDURES

Controls and Procedures

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

As of the end of the period covered by this report, our management, consisting of our sole officer and employee, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 15d-15(e) under the Exchange Act). Based upon that evaluation, our management concluded that, as of the end of such period, our disclosure controls and procedures were not effective in providing reasonable assurance in timely alerting management to material information relating to the Company and that information required to be disclosed in our reports is recorded, processed, summarized, and reported as required to be included in our periodic filings with the Commission.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in reports filed under the Exchange Act is accumulated and communicated to management, including the principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. There was no change in our internal control over financial reporting during the fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

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

The Company’s sole officer and employee conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of September 30, 2013 as required by the Rule 15d-15(c) of the Exchange Act. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (1992). Based upon the evaluation, our management concluded that our internal control over financial reporting was not effective as of September 30, 2013 and 2012 because of material weaknesses in our internal control over financial reporting. A material weakness is a control deficiency or combination of deficiencies in internal control, such that there is a reasonable possibility that a material misstatement of the entity’s financial statements will not be prevented or detected and corrected on a timely basis. Our management concluded that the Company has several material weaknesses in our internal control over financial reporting because of inadequate segregation of duties over authorization, review and recording of transactions, as well as the financial reporting of such transactions. Due to the Company’s limited resources and staffing, management has not developed a plan to mitigate the above material weaknesses. Despite the existence of these material weaknesses, the Company believes the financial information presented herein is materially correct and in accordance with generally accepted accounting principles in the United States.

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

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

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The directors and executive officers of the Company, their ages, and positions with the Company as of September 30, 2013 are set forth below.

Name	Age	Position with Company

Ted Sparling	51	Director, President, Chief Executive Officer, Chief Financial Officer, and Secretary

James K. Toomey	49	Director

James LaManna	49	Director

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

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

Ted Sparling has served as the President, Chief Executive Officer, Chief Financial Officer, and Secretary and a director of the Company since January 2012. Mr. Sparling also served as the President of the Kesselring Corporation, a Florida corporation from March 2005 (prior to its acquisition by the Company pursuant to the Share Exchange Agreement, dated May 18, 2007) until October 2007 when the Shares Exchange Agreement was consummated. Mr. Sparling also has served as the President and sole director of Gulf & Bay Constructors, Inc., a building contractor located in west central Florida, since December 2006 and has served in the same capacities for Gulf & Bay Inspections, Inc., a building inspector located in west central Florida, since January 2007. He also serves as the President and a manager of Florida Fuel Solutions LLC, a Florida limited liability company in the development stage which seeks to be engaged in the development and production of renewable fuels.

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

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

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

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

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

Family Relationships

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

Involvement in Certain Legal Proceedings

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

Arrangements for Selection of Directors

Except with respect to the initial appointment of Messrs. Toomey and LaManna as directors pursuant to the terms and conditions of the February 2013 Note Agreement, there are no arrangements or understandings between an executive officer, director, or nominee, and any other person pursuant to which he was or is to be elected or selected as a director or as an executive officer of the Company.

Directorships

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

Code of Conduct and Ethics

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

Certain Corporate Governance Matters

The board of directors of the Company, which until recently was comprised of a sole director, has not established or reinstated previously existing any audit or other committees of the board. The functions of audit, compensation, nominating committees, and any committees forming similar functions are instead being undertaken by our full board of directors and, as a result, the entire board of directors is responsible for the full oversight of the affairs of the Company, including the assessment and oversight of the Company’s financial risk exposure. Although we do not have an audit committee at this time, we have concluded that James LaManna would satisfy the conditions to be an “audit committee financial expert” within the meaning of Regulation 401(e) of Regulation S-K promulgated by the Commission. Under the rules of the Commission, a member of an audit committee which satisfies the independence requirements thereof can be designated an audit committee financial expert only when the member satisfies five specified qualification requirements, including experience in (or “experience actively supervising” others engaged in) preparing, auditing, analyzing, or evaluating financial statements presenting a level of accounting complexity comparable to what is encountered in connection with the Company’s financial statements. The regulations further require such qualifications to have been acquired through specified means of experience or education. The Board has determined that Mr. LaManna satisfies the conditions to be deemed a qualified financial expert under these rules. The Commission has determined that an audit committee member who is designated as an audit committee financial expert will not be deemed to be an “expert” for any purpose as a result of being identified as an audit committee financial expert.

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

Compliance with Section 16 of the Exchange Act

The Company’s securities are not registered under Section 12 of the Exchange Act and, as a result, the reporting obligations of Section 16 of the Exchange Act do not apply to the Company. The filing of this Form 10-K is intended to reactivate the Company’s reporting obligations solely under Section 15(d) of the Exchange Act which had been suspended since 2011.

ITEM 11. EXECUTIVE COMPENSATION

Compensation of Executive Officers

The Company did not pay any cash or non-cash consideration to Mr. Sparling, the Company’s sole executive officer and employee (the “Named Executive Officer”), for the fiscal years ended September 30, 2013 and 2012 and Mr. Sparling does not have any written employment agreement with the Company.

Furthermore, as of September 30, 2013, Mr. Sparling did not have any outstanding equity awards with respect to the Company’s common stock.

Director Compensation

None of the Company’s directors received any cash compensation, equity awards, or other non-cash compensation or other arrangements for services provided in their capacity as directors for the fiscal years ended September 30, 2013 and 2012.

Equity Compensation Plans

We currently do not have any equity incentive or other equity awards plans in which any director, officer, consultant, or employee of our Company may participate. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to our current directors or sole executive officer. None of our directors nor our sole executive officer have been granted, or currently hold, any stock options or other equity award in any of our capital stock.

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

The following table sets forth certain information regarding the beneficial ownership of the Company’s outstanding shares of common stock as of November 30, 2014 by: (a) each person known by us to beneficially own 5% or more shares of the Company’s common stock, (b) each director of the Company and each Named Executive Officer of the Company, and (c) all directors and executive officers of the Company as a group. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect to all of the shares of common stock owned by them.

	Current Beneficial Ownership
Name of Beneficial Owner	Number (1)		Percentage (2)

Directors and Named Executive Officers

James K. Toomey (3)		84,438,041		70.85	%
Ted Sparling		1,719,668		1.44	%
Jim LaManna		0		*
All directors and executive officers as a group (3 persons)		86,157,709		72.29	%

______________

*Less than 1%

(1)	For purposes of this table, a person is deemed to be the beneficial owner of a security if he or she (a) has or shares voting power or dispositive power with respect to such security, or (b) has the right to acquire such ownership within sixty days. “Voting power” is the power to vote or direct the voting of shares, and “dispositive power” is the power to dispose or direct the disposition of shares, irrespective of any economic interest in such shares.
(2)	In calculating the percentage ownership or percent of equity vote for a given individual or group, the number of Common Shares outstanding includes unissued shares subject to options, warrants, rights or conversion privileges exercisable within sixty days held by such individual or group, but are not deemed outstanding by any other person or group.
(3)	Includes (a) 5,010,975 shares of common shock held jointly by Mr. Toomey and his spouse over which he has shared voting and investment powers, and (b) 710,600 shares of common stock owned by Tectonics, Inc., a family-owned corporation in which Mr. Toomey and his spouse and custodial for daughter own 38.52% of the outstanding equity interests and for which Mr. Toomey serves as a director and his spouse serves as the president, and by reason thereof Mr. Toomey may be deemed to be the beneficial owner of such shares. This does not include any shares that may be issued upon conversion of the convertible promissory notes in aggregate amount of $90,000 issued pursuant to the terms and conditions of the October 2014 Note Agreement because they are not currently convertible within the next 60 days. Mr. Toomey’s address is 800 Morgan-Johnson Road, Bradenton, FL 34208.

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

Certain Relationships and Related Transactions

Between April 2012 through September 2014, Mr. Toomey has advanced an aggregate of $175,000 to the Company pursuant to the February 2013 Note Agreement (bearing interest at 3%), the August 2013 Promissory Note (bearing interest at 4%), and the October 2014 Note Agreement (bearing interest at 3.5%) described above in exchange for convertible promissory notes as follows:

	·	on April 30, 2012, Mr. Toomey advanced $5,000 to the Company (formalized in the February 2013 Note Agreement);

	·	on February 20, 2013, Mr. Toomey advanced $30,000 to the Company (formalized in the February 2013 Note Agreement);

	·	on August 22, 2013, Mr. Toomey advanced $50,000 to the Company (formalized in the August 2013 Note Agreement);

	·	on October 21, 2013, Mr. Toomey advanced $10,000 to the Company (formalized in the October 2014 Note Agreement);

	·	on November 13, 2013, Mr. Toomey advanced $10,000 to the Company (formalized in the October 2014 Note Agreement);

	·	on January 13, 2014, Mr. Toomey advanced $10,000 to the Company (formalized in the October 2014 Note Agreement);

	·	on April 24, 2014, Mr. Toomey advanced $20,000 to the Company (formalized in the October 2014 Note Agreement);

	·	on May 22, 2014, Mr. Toomey advanced $20,000 to the Company (formalized in the October 2014 Note Agreement); and

	·	on September 17, 2014, Mr. Toomey advanced $20,000 to the Company (formalized in the October 2014 Note Agreement).

These convertible notes issued pursuant to the February 2013 Note Agreement and the August 2013 Promissory Note were converted into 11,999,999 and 66,666,667 shares of our common stock, respectively.

Director Independence

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

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

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

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

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

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

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

Under such definition, as of September 30, 2013, both Messrs. Toomey and LaManna (each of whom was not appointed to the board of directors until August 31, 2013 and September 13, 2013, respectively) could be classified as independent. Mr. Sparling is considered a non-independent director because of his employment in numerous executive officer positions with the Company.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The firm of Warren Averett, LLC, an independent registered public accounting firm (“Warren Averett”), has served as the Company’s auditors for the fiscal year ending September 30, 2013.

Audit and Non-Audit Fees

The following table presents fees for professional audit services rendered by Warren Averett for the audit of the Company’s annual financial statements for the years ended September 30, 2013 and 2012 and fees billed for other services rendered by Warren Averett during those periods.

	2013		2012
Audit fees (1)	$	10,000	$	0
Audit related fees (2)	$	0	$	0
Tax fees (3)	$	0	$	0
All other fees (4)	$	0	$	0

_______________________

(1)	Audit fees consistent principally of audit work performed on the financial statements, as well as work generally only the independent auditors can reasonably be expected to provide, such as statutory audits.
(2)	Audit related fees consisted principally of an attestation report on management’s report on internal controls, a review of our Form 10-Q’s and related press releases, and other general miscellaneous matters.
(3)	Tax fees consisted principally of assistance with tax compliance, preparation of returns, tax planning, and providing tax guidance.
(4)	Consist of fees for products and services provided by our principal accountants, other than services reported under “Audit fees,” “Audit related fees,” or “Tax fees.”

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

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)

Documents are filed as part of this report:

(1)

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

Financial Statements	Page in this Report
Report of Warren Averett, LLC independent registered certified public accounting firm		20
Balance Sheets		21
Statements of Operations		22
Statements of Changes in Stockholders’ Deficit		23
Statements of Cash Flows		24
Notes to Financial Statements		25

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

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

(3)

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

3.1	–	Amended and Restated Certificate of Incorporation of the Company.

3.2	–	Amended and Restated Bylaws of the Company.

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

4.2	–	Convertible Promissory Note No. 1 in favor of James K. Toomey in principal amount of $5,000 for April 30, 2012 loan.

4.3	–	Convertible Promissory Note No. 2 in favor of James K. Toomey in principal amount of $30,000 for February 20, 2013 loan.

4.4	–	Convertible Promissory Note No. 3 in favor of James K. Toomey in principal amount of $50,000 for August 31, 2013 loan.

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

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

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

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

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

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

10.1	–	Convertible Promissory Note Purchase Agreement, effective as of February 20, 2013, by and between Kesselring Holding Corporation and James K. Toomey.

10.2	–	Convertible Promissory Note Purchase Agreement, effective as of August 22, 2013, by and between Kesselring Holding Corporation and James K. Toomey.

10.3	–	Convertible Promissory Note Purchase Agreement, effective as of October 24, 2014, by and between Kesselring Holding Corporation and James K. Toomey.

31.1	–	Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 15d-14(a)), with respect to the registrant’s Annual Report on Form 10-K for the year ended September 30, 2013.

32.1	–	Certificate of Principal Executive Officer and 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 Document

101.LAB	XBRL Taxonomy Extension Label Linkbase Document

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

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

	KINGFISH HOLDING CORPORATION

Date: December 17, 2014	By:	/s/ Ted Sparling
		Ted Sparling
		President and Chief Executive Officer

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

Signature	Title	Date

/s/Ted Sparling	President, Chief Executive Officer, and Chief Financial Officer and Director	December 17, 2014
Ted Sparling	(Principal Executive Officer and Principal Financial Officer)

/s/ James K. Toomey	Director	December 17, 2014
James K. Toomey

/s/ James LaManna	Director	December 17, 2014
James LaManna

INDEX TO EXHIBITS

Exhibit Number		Description of Exhibits

3.1		Amended and Restated Certificate of Incorporation of the Company.

3.2		Amended and Restated Bylaws of the Company.

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

4.2		Convertible Promissory Note No. 1 in favor of James K. Toomey in principal amount of $5,000 for April 30, 2012 loan.

4.3		Convertible Promissory Note No. 2 in favor of James K. Toomey in principal amount of $30,000 for February 20, 2013 loan.

4.4		Convertible Promissory Note No. 3 in favor of James K. Toomey in principal amount of $50,000 for August 31, 2013 loan.

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

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

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

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

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

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

10.1		Convertible Promissory Note Purchase Agreement, effective as of February 20, 2013, by and between Kesselring Holding Corporation and James K. Toomey.

10.2		Convertible Promissory Note Purchase Agreement, effective as of August 22, 2013, by and between Kesselring Holding Corporation and James K. Toomey.

10.3		Convertible Promissory Note Purchase Agreement, effective as of October 24, 2014, by and between Kesselring Holding Corporation and James K. Toomey

31.1		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 15d-14(a)), with respect to the registrant’s Annual Report on Form 10-K for the year ended September 30, 2013

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

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

EXHIBIT 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

KESSELRING HOLDING CORPORATION

Kesselring Holding Corporation, a corporation organized and ex1stmg under the General

Corporation Law of the State of Delaware (the "Corporation"), does hereby certify that:

1. The present name of the Corporation is Kesselring Holding Corporation.

2. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State ofthe State of Delaware on Aprill1, 2006.

3. The name under which the Corporation was initially incorporated was Offiine Consulting, Inc.

4. This Amended and Restated Certificate of Incorporation restates and amends in its entirety the Certificate of Incorporation of the Corporation, including a change of the corporate name of the Corporation to Kingfish Holding Corporation.

5. The board of directors of the Corporation (the "Board of Directors") duly approved and adopted this Amended and Restated Certificate of Incorporation through an action by written consent in accordance with Sections 141, 242, and 245 of the Delaware General Corporation Law (the "DGCL") whereby the Board of Directors adopted a resolution setting forth this Amended and Restated Certificate of Incorporation and declaring approval thereof to be advisable.

6. The stockholders of the Corporation duly approved and adopted this Amended and Restated Certificate of Incorporation by written consent in accordance with Sections 228, 242, and 245 of the DGCL. As required by Section 228 of the DGCL, the Corporation has given written notice of the amendments reflected herein to all stockholders who did not consent in writing to these amendments.

7. Pursuant to Section 245 of DGCL, this Amended and Restated Certificate of Incorporation restates, integrates, and further amends the provisions of the Amended and Restated Certificate of Incorporation of this Corporation. This Amended and Restated Certificate of Incorporation shall be effective upon its filing with the Secretary of State of the State of Delaware.

8. The text of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:

FIRST: The name of the corporation (hereinafter referred to as the "Corporation") is:

"Kingfish Holding Corporation"

SECOND:The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, in the County of New Castle, and the name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of this Corporation is to engage in any lawful act, activity, or business for which corporations may be organized under the Delaware General Corporation Law (the "DGCL").

FOURTH:. The total number of shares of capital stock of all classes which the Corporation shall have authority to issue is Two Hundred Twenty Million (220,000,000) shares, consisting of Two Hundred Million (200,000,000) shares of common stock, having a par value of $0.0001 per share ("Common Stock"), and Twenty Million (20,000,000) shares of preferred stock, having a par value of $0.0001 per share (the "Preferred Stock").

The Board of Directors of the Corporation (the "Board of Directors") is hereby expressly vested with the authority, subject to limitations prescribed by law and in accordance with the provisions hereof, to provide for the issuance of shares of Preferred Stock in one or more classes or series from time to time and, by filing a certificate of designation pursuant to applicable law of the State of Delaware (such certificate being hereinafter referred to as a "Preferred Stock Designation"), to establish from time to time the number of shares to be included in each such class or series, to fix the designations, powers, preferences, and rights of the shares of such class or series and any qualifications, limitations, or restrictions thereof, as shall be expressed in the resolution or resolutions adopted by the Board of Directors.

Subject to the limitations and restrictions set forth in the Preferred Stock Designation adopted by the Board of Directors originally fixing the number of shares constituting any series or class, the Board of Directors may increase or decrease the number of shares of any such class or series subsequent to the issue of shares of that class or series, but not below the number of shares of such class or series then outstanding. In case the number of shares of any class or series of Preferred Stock shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the certificate or certificates of designation to originally fixing the number of shares of such class or series.

Except as expressly provided in any Preferred Stock Designation designating any class or series of Preferred Stock pursuant to the foregoing provisions of this Section Fourth, shares of any class or series of Preferred Stock which have been redeemed (whether through the operation of a sinking fund or otherwise), purchased, or otherwise acquired by the Corporation, or which, if convertible or exchangeable, have been converted or exchanged for shares of stock of any other class, classes, or series, shall have the status of authorized and unissued shares of Preferred Stock and may be reissued as part of the class or series of which they were originally a part or may be reclassified and reissued as part of a new class or series of Preferred Stock to be created by a certificate of designation pursuant to the provisions of this Section Fourth or as part of any other class or series of Preferred Stock.

No holder of any stock of the Corporation of any class now or hereafter authorized, shall, as such holder, be entitled as ofright to purchase or subscribe for any shares of stock ofthe Corporation of any class or any series now or hereafter authorized or any securities convertible into or exchangeable for such shares, or any warrants, options, rights or other instruments evidencing rights to subscribe for, or purchase, any such shares, whether such shares, securities, warrants, options, rights or other instruments be unissued or issued and thereafter acquired by the Corporation.

Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to the stockholders of the Corporation for their vote; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any Preferred Stock Designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any Preferred Stock Designation relating to any series of Preferred Stock).

FIFTH: The Corporation is to have a perpetual existence.

SIXTH: The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, and the directors need not be elected by written ballot unless required by the bylaws of the Corporation ("Bylaws").

SEVENTH:

A. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors shall be fixed by, or in the manner provided in, the Bylaws.

B. Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall, unless otherwise required by law or by resolution of the Board ofDirectors, be filled only by a majority vote of the directors then in office, though less than a quorum (and not by stockholders). Any director so chosen shall hold office for a term expiring at the next annual meeting of stockholders and until such director's successor shall have been duly elected and qualified, or until such director's earlier death, resignation, retirement, disqualification, removal from office or other reason.

C. The Bylaws may set requirements or conditions requmng advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation, which advance notice provisions, if any, shall be given in the manner provided in the Bylaws.

EIGHTH: In furtherance of, and not in limitation of, the powers conferred by the Delaware General Corporation Law (the "DGCL"), the Board of Directors is expressly authorized and empowered to adopt, amend, alter, or repeal the Bylaws. Subject to and in accordance with the DGCL and the rights of any holders of the Preferred Stock, the affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding Common Stock shall be required to adopt, amend, alter, or repeal and provisions of the Bylaws.

NINTH: The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation in the manner now or hereinafter prescribed by the laws of the State of Delaware. All rights, powers, privileges, and discretionary authority granted or conferred herein upon the stockholders or directors of the Corporation are granted or conferred subject to this reservation. Notwithstanding any other provision of this Certificate of Incorporation or any provision of the law to the contrary which may permit a lesser vote or no vote, the affirmative vote of the holders of at least sixty six and two-thirds percent (66 2/3%) ofthe voting power of all the then-outstanding shares of Common Stock entitled to vote at an election of directors shall be required to amend, alter, change, or repeal any of the provisions of Sections Seventh, Eighth, or Ninth of this Certificate of Incorporation.

TENTH:

A. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

B. The Corporation shall indemnify to the fullest extent permitted by law any person who is made, or threatened to be made, a party to any action, suit, or proceeding (whether civil, criminal, administrative, or investigative) by reason of the fact that he or she is or was a director or officer of the Corporation or serves or served as an director or officer of any other enterprises at the request of the Corporation, and such indemnification provided for herein shall not be deemed exclusive of any other rights to which those persons indemnified may be entitled under any provisions of the Bylaws, agreement, vote of stockholders of disinterested directors or otherwise and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of such person.

C. Neither any amendment, modification, or repeal of any provision of this Section TENTH, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Section TENTH, shall adversely affect any right or protection of, or limitation of liability of, a director or otherwise eliminate or reduce the effect of this Section TENTH, in respect of any matter occurring or any action or proceeding accruing or arising or that, but for this Section TENTH, would accrue or arise, prior to such amendment, modification, repeal, or adoptions of an inconsistent provision.

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be executed by its duly authorized officer this 25 day of November, 2014

EXHIBIT 3.2

AMENDED AND RESTATED

BYLAWS

KINGFISH HOLDING CORPORATION

ARTICLE I - OFFICES

Section 1. Principal Office. The principal office of Kingfish Holding Corporation (the “Corporation”) may be located either within or without the State of Delaware as the board of directors (the “Board of Directors” or the “Board”) may designate or as the business of the Corporation may require from time to time.

Section 2. Registered Office. The registered office of the Corporation, required by Section 131 of the Delaware General Corporation Law (such law or any successor thereto referred to herein as the “DGCL”) to be maintained in the State of Delaware may be, but need not be, identical to the principal office, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II - STOCKHOLDERS

Section 1. Annual Meeting. An annual meeting of stockholders shall be held for the election of directors and for the transaction of such other business as may properly come before such meeting at such time, date, and place, if any, as shall be designated, from time to time, by the Board of Directors and stated in the notice of meeting.

Section 2. Special Meetings. Special meetings of stockholders, other than those required by statute, for any purpose or purposes, may only be called by the Board of Directors at such time as they may determine consistent with these Bylaws. Special meetings of the stockholders may not be called by any other person or persons.

Section 3. Place of Meeting. The annual or special meeting of stockholders shall be held at such place within or without the State of Delaware or solely by means of remote communication pursuant to Section 211(a)(2) of the DGCL as may be designated by the Board of Directors each year. If no designation is made, the place of meeting shall be the principal office of the Corporation in the State of Florida.

Section 4. Notice of Meeting. Written notice stating the time, date and place of the meeting of stockholders, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed present in person or by proxy, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.

Section 5. Adjournments. Any meeting of the stockholders, annual or special, may be adjourned from time to time to reconvene at the same or some other place (such reconvened meeting being referred to herein as the “reconvened meeting”), and notice need not be given of the new date, time and place of the reconvened meeting if, prior to such adjournment, the new date, time and place thereof is announced at the meeting at which the adjournment is taken; provided, however, if the date of any reconvened meeting is more than 30 days after the date that the meeting was originally noticed, or if a new record date is fixed for the reconvened meeting, then a notice of the place, if any, date, and time of the reconvened meeting and the means of remote communications, if any, by which stockholders and proxy holders may be deemed present in person or by proxy and vote at such reconvened meeting shall be given in conformity herewith. At any reconvened meeting, any business may be transacted with might have been transacted at the original meeting.

Section 6. Record Date.

(a) In order that the Corporation may determine the stockholders entitled to notice and to vote at any meeting of stockholders, or to express consent to corporate action in writing without a meeting (to the extent permitted by law and the Corporation’s Certificate of Incorporation (“Certificate of Incorporation”)), or to receive payment of any dividend or other distribution or allotment of rights, or to exercise any rights in respect of any change, conversion, exchange of shares, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board of Directors and which record date: (i) in the case of a determination of the stockholders entitled to notice of and to vote at any meeting of stockholders, shall not be more than sixty (60) and not less than ten (10) days prior to the date of such meeting; (ii) in the case of a determination of stockholders entitled to take action by written consent without a meeting, shall not be more than 10 days after upon which the resolution fixing the record date is adopted by the Board, and (iii) in the case of any other action, shall not be more than sixty (60) days prior to the time for such other action.

(b) If no record date is fixed, the record date for determining: (i) stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day before the first notice is delivered to stockholders or, if notice is waived, at the close of business on the day before the meeting is held; (ii) stockholders entitled to express consent to corporate action in writing without a meeting (A) when no prior action of the Board of Directors is required by the DGCL, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or (B) when prior action by the Board of Directors is required by the DGCL, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action, and (iii) the record date for determining the stockholders of record for any other purpose, shall be the close of business on which the Board of Directors adopts a resolution relating thereto.

(c) A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the reconvened meeting.

Section 7. Stockholders’ List for Meeting. After fixing the record date for a meeting, a complete list of stockholders entitled to vote at the meeting, arranged in alphabetical order for each class of stock and showing the address of each stockholder and the number of shares registered in his, her or its name, shall be open to the examination of any such stockholder for a period of at least ten (10) days prior to the meeting date in the manner required by law. The stockholders’ list also shall open to the examination of any stockholder during the whole time of the meeting as required by law. The stockholders’ list shall presumptively determine the identity of stockholders entitled to vote at the meeting and the number of shares held by each of them.

Section 8. Quorum.

(a) At any meeting of the stockholders, the holders of at least one-third of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. Where a separate vote by a class or classes or series is required, at least one-third of the outstanding shares of such class or classes or series shall constitute a quorum entitled to take action with respect to that vote on that matter. In the absence of a quorum, the chair of the meeting may adjourn the meeting from time to time in the manner provided in Article II, Section 5 of these bylaws.

(b) A holder of stock shall be treated as present at the meeting if the holder of such stock is (i) present in person at the meeting or (ii) represented at the meeting by a valid proxy executed in writing (or in some other manner permitted by the DGCL) by the stockholder, or by such person’s duly authorized attorney in fact. Once a share is represented for any purpose at the meeting, it is deemed present for quorum purposes for the remainder of that meeting and any adjournment thereof (unless a new record date is or must be set for the reconvened meeting) and the subsequent withdrawal of shares or stockholders, so as to reduce the presence, in person or by proxy, of the number of shares entitled to vote on a matter at the meeting below the number required for a quorum, shall not affect the validity of any action taken on such matter at the meeting or any adjournment thereof.

Section 9. Proxies and Voting.

(a) Except as otherwise provided by the Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one (1) vote for each share of stock held by them which has voting power upon the matter in question.

(b) Every stockholder entitled to vote at a meeting of stockholders may vote in person or by proxy authorized by an instrument in writing or by an electronic transmission permitted by law filed in accordance with the procedure established for the meeting. Any copy, facsimile telecommunication or other reliable reproduction of the writing or electronic transmission authorized pursuant to this Section 9(b) may be substituted or used in lieu of the original writing or electronic transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

(c) Such proxy shall be filed with or transmitted to the Secretary of the Corporation, or other officer or agent authorized to tabulate votes, before or at the time of such meeting or at the time of expressing such consent or dissent without a meeting. No proxy shall be valid after 3 years from the date of its execution, unless a longer period is expressly provided in the proxy. duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person, or by filing an instrument in writing with the Secretary of the Corporation revoking the proxy, or by giving a duly executed proxy bearing the later date. If an appointment form expressly provides therefor, any proxy holder may appoint, in writing, a substitute to act in his or her place.

(d) When a quorum is present at a meeting, all elections of directors shall be determined by a plurality of the votes cast and, except as otherwise provided by the Certificate of Incorporation or the DGCL, action on all other matters shall be determined by a majority of the votes cast affirmatively or negatively. In determining the number of votes cast, shares abstaining from voting or not voted on a matter will not be treated as votes cast. The provisions of this Section 9(d) will govern with respect to all votes of stockholders except as otherwise provided for in these bylaws, the Certificate of Incorporation, or by specific statutory provisions, regulation, or rule superseding the provisions contained in these bylaws or the Certificate of Incorporation.

Section 10. Organization and Conduct of Business.

(a) The Chairman of the Board (the “Chairman”), if any, or in his absence, the President, if any, or in his absence, a Vice President, if any, or in his absence, such person designated by the Board of Directors, or in the absence of such designation, such person as may be chosen by the holders of a majority of the shares entitled to vote at the meeting and who are present, in person or by proxy, shall call to order any meeting of stockholders and act as chairman of the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

(b) The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seems to him or her to be in order. The chair of the meeting shall have the power to adjourn the meeting to another place, if any, date and time. The date and time of the opening and closing of the polls for each matter upon which stockholders will vote at the meeting shall be announced at the meeting. No ballots, proxies or votes, nor revocations thereof or changes thereto, shall be accepted by the inspectors or the chair of the meeting after the closing of the polls unless the Delaware Court of Chancery upon application by a stockholder shall determine otherwise.

Section 11. Inspectors of Election. In advance of any meeting of the stockholders, the Corporation may, and to the extent required by law, shall appoint one or more inspectors to act at the meeting or any adjournment thereof and make a written report thereof (“Inspectors of Election”). The Corporation may designate one or more alternate inspectors to replace any Inspector of Election who fails to act. If Inspectors of Election have not been appointed prior to a stockholder meeting, the person presiding at the meeting may, and to the extent required by law, shall make such an appointment at the meeting. In case any person appointed by the Corporation in advance of a stockholder meeting fails or refuses to act and no alternate inspectors are available as a replacement, the vacancy may, and to the extent required by law, shall be filled by the person presiding at the meeting. Each inspector, before entering upon discharge of his or her duties, shall take and sign an oath to faithfully execute the duties of inspector with strict impartiality to the best of his or her ability. To the extent that Inspectors of election are designated in accordance with this Section 11, every vote taken by ballots shall be counted by duly appointed Inspectors of Election.

Section 12. Action by Written Consent of Stockholders.

(a) Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted by the DGCL to be taken at any annual or special meeting of the stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if (1) a consent or consents in writing, setting forth the action so taken, shall be signed and dated by the holders of outstanding shares of stock entitled to vote thereon having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and (2) such consent or consents are delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.

(b) No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the date of the earliest dated consent delivered to the Corporation, a written consent or consents signed by a sufficient number of holders to take action are delivered to the Corporation in the manner prescribed by this Section 12 of Article II or as otherwise required by law.

(c) A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder, member or proxyholder, or by a person or persons authorized to act for a stockholder, member or proxyholder, shall be deemed to be written, signed and dated for the purposes of this Section 12 of Article II, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information required by Section 228(d) of the DGCL. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed.

(d) No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders or members are recorded. Delivery made to the Corporation's registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission, may be otherwise delivered to the principal place of business of the Corporation or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board of Directors. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

(e) Prompt notice of the taking of corporate action without a meeting shall be given as required by law to those stockholders who have not consented in writing to and who would have been entitled to notice of and to vote on the action.

ARTICLE III - BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of, the Board of Directors, which Board of Directors may, except as otherwise provided by law, the Certificate of Incorporation, or these bylaws, exercise all powers and do all such acts and things as may be exercised or done by the Corporation.

Section 2. Number, Tenure, and Qualification.

(a) The number of directors who shall constitute the whole Board shall be fixed from time to time exclusively by the Board of Directors. The Board may increase or decrease the number of authorized of directors from time to time by resolution; provided, however, that the Corporation shall always have at least one (1) director. Any increase in the number of directors may be effective immediately. Any decrease in the number of directors shall be effective at the time of the next succeeding annual meeting of the stockholders unless, at the time of such decrease, there shall be vacancies on the Board which are being eliminated by the decrease, in which case such decrease may become effective at any time prior to the next succeeding annual meeting to the extent of the number of vacancies.

(b) Except as otherwise provided by these bylaws or required by the Certificate of Incorporation or law, directors shall be elected at the annual meeting of stockholders for a term of one (1) year and shall hold office until the next annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal from office as hereinafter provided by these bylaws.

Section 3. Chairman of the Board. The Board of Directors may elect a Chairman who, if so elected, shall preside at all meetings of the Board of Directors. The Chairman shall have such other powers and shall perform all duties as from time to time may be granted or assigned to him or her by the Board of Directors and as provided by law.

Section 4. Annual and Regular Meetings. The annual meeting of the Board of Directors shall be held without other notice than this bylaw, immediately after and at the same place as the annual meeting of stockholders. The Board of Directors may provide, by resolution, for the holding of other regular meetings, which meetings shall be held on such date(s) at such time(s), and at such place(s) as established by such resolution. A notice of each regular meeting other than by resolution shall not be required.

Section 5. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman, the Chief Executive Officer, the President or, if requested in writing by 2 or more directors, by the Secretary and shall be held at such place, on such date and at such time as they, or he or she shall fix. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting of the Board of Directors.

Section 6. Notice. Notice of any special meeting of the Board shall be given to each director by whom it is not waived at his or her business address by written notice delivered personally, or by mail, telegraph, teletype, telex, cablegram, or by facsimile or electronic transmissions of the same not less than 24 hours prior to the meeting. Any director may waive notice of any meeting, before or after the meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of the meeting, the time or date of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

Section 7. Quorum. At any meeting of the Board of Directors, a majority of the directors then in office present in person or by telephone or other electronic communications shall constitute a quorum for all purposes. A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place.

Section 8. Conduct of Business; Vote Required for Action. Except as otherwise required by law, the Certificate of Incorporation, or these bylaws, the vote of a majority of the directors present at a meeting in which a quorum is present shall be the act of the Board of Directors.

Section 9. Constructive Presence at a Meeting. Members of the Board of Directors may participate in a meeting of the Board, or a committee by means of conference telephone or other communications equipment by which all persons participating in the meeting may hear and speak to each other during the meeting. A director participating in a meeting by this means shall constitute presence in person at the meeting.

Section 10. Action Without A Meeting. Any action required or permitted by law to be taken at any meeting of the Board or a committee thereof, may be taken without a meeting if all members of the Board or any committee thereof, as the case may be, consent thereto. The action taken must be evidenced by one or more written consents describing the action taken and signed by each director, and such consent or consents shall be filed with the minutes of the proceedings of the Board of Directors or such committee.

Section 11. Vacancies. If any vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors of the Corporation, unless otherwise required by law or by resolution of the Board of Directors such vacancy may be filled by the affirmative vote of a majority of the directors then in office, although less than a quorum of the Board of Directors, or by a sole remaining director. A director elected to fill a vacancy or a newly created directorship shall hold office only until the next annual meeting of stockholders and until his or her successor shall have been elected and qualified or until his or her earlier death, resignation, or removal from office. No decrease in the number of authorized directors shall shorten the term of any incumbent director.

Section 12. Director Compensation. Unless otherwise restricted by the Certificate of Incorporation, the Board of Directors or a duly authorized committee thereof shall have the authority to fix the compensation of the directors, including, without limitation, a fixed sum for their for their attendance at each meeting of the Board and its committees, and reimbursement for expenses incurred, if any, for attendance at meetings of the Board of Directors and its committees. No such payment made to a director under this Section 12 of Article III shall preclude any director from serving the Corporation in any other capacity and receiving compensation and reimbursement of expenses therefor.

ARTICLE IV - COMMITTEES

Section 1. Committees of the Board of Directors. Except as otherwise provided by the Certificate of Incorporation or these bylaws, the Board of Directors may from time to time designate one or more committees of the Board of Directors, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board. The Board of Directors shall, for those committees and any others provided for herein, elect the director or directors to serve as the member or members of each such committee, designating the chair of such committee and, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member or any committee or any alternate member in his or her place, the member or members of the committee present at such meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

Any committee so designated, to the extent permitted by law and to the extent provided in the Board resolution which designates the committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation.

Section 2. Conduct of Business. Each committee designated by the Board of Directors may determine, make, alter, and repeal the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise required by law or provided by the Board of Directors or these bylaws. In the absence of such rules, each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article III of these bylaws.

ARTICLE V - OFFICERS

Section 1. Positions. The officers of the Corporation shall include: President, Chief Executive Officer, Secretary, and Treasurer (“Treasurer”), each of whom shall be elected by the Board of Directors. The President shall be the Chief Executive Officer of the Corporation unless the Board of Directors elects another individual to serve in that capacity. One or more Vice Presidents and such other officers, assistant officers, and agents as may be deemed necessary, may be elected or appointed by the Board of Directors. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the Board of Directors.

Section 2. Election and Term of Office. The officers of the Corporation to be elected by the Board shall be elected annually by the Board at the annual meeting of the Board held after each annual meeting of stockholders. If the election of officers shall not be held at meeting, such election shall be held as soon thereafter as may be convenient. Each officer shall hold office until his or her successor shall have been elected and qualified or until his or her earlier resignation, removal from office, or death.

Section 3. Removal. Any officer, assistant officer, or agent of the Corporation may be removed at any time, with or without cause by the Board of Directors. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4. Vacancies. A vacancy, however occurring, in any office may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Chief Executive Officer. The Chief Executive Officer shall supervise, control, and have the responsibility for the general management and control of the business and affairs of the Corporation, subject to the provisions of these bylaws and to the direction of the Board of Directors. Such Chief Executive Officer shall perform all duties and have all powers which are commonly incident to the office of chief executive officer or which from time to time may be assigned or delegated to him by the Board of Directors. He or she shall have the power to sign contracts, bonds, mortgages and other instruments of the Corporation and shall have general supervisions and direction of all of the other officers, employees, and agents of the Corporation, subject in all cases to the orders and resolutions of the Board of Directors. If a Chairman has not been elected or is otherwise absent, the Chief Executive Officer shall preside at all meetings of stockholders and at all meetings of the Board of Directors. If a Chairman has not been elected, the Chief Executive Officer shall report to the Chairman.

Section 6. President. The President, if not the same individual who is the Chief Executive Officer, shall be the chief operating and administrative officer of the Corporation. Such President shall have the general responsibility for the management and control of the operations and administration of the Corporation and shall perform all duties and have all powers which are commonly incident to the office of president or which from time to time may be assigned or delegated to him by the Board of Directors. Subject to the direction of the Board of Directors and the Chief Executive Officer, the President shall have the power to sign contracts, bonds, mortgages and other instruments of the Corporation and shall have general supervisions and direction of all of the other officers (other than the Chief Executive Officer), employees, and agents of the Corporation, subject in all cases to the orders and resolutions of the Board of Directors and to the direction of the Chief Executive Officer.

Section 7. Vice President(s). Each Vice President shall have such powers and duties as may be delegated to him or her by the Board of Directors. In the absence of the President or in the event of the President’s death or inability or refusal to act, the Vice President, if one is elected, shall have the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. If more than one Vice President is elected, the Board of Directors shall designate which Vice President shall serve until the election of a successor President.

Section 8. Secretary. The Secretary shall: (1) keep the minutes of all meetings of stockholders and of the Board of Directors in one or more books provided for that purpose; (2) duly issue all authorized notices in accordance with the provisions of these bylaws or as required by law; (3) have charge of and be custodian of the corporate books and records and of the seal of the Corporation, and shall affix or cause to be affixed the seal of the Corporation to all documents the execution of which on behalf of the Corporation is duly authorized; (4) keep a register of the post office address of each stockholder which shall be furnished to the Secretary by each stockholder; (5) have general charge of the stock transfer books of the Corporation; (6) authenticate all records of the Corporation; and (7) in general, perform all duties incident to the office of Secretary and such other duties as the Board of Directors or the President from time to time prescribe.

Section 9. Treasurer. The Treasurer shall: (1) have responsibility for maintaining the financial records of the Corporation; (2) receive and give receipts for monies due and payable to the Corporation from any source whatsoever; (3) deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VII of these bylaws; (4) make disbursements of the funds of the Corporation as are authorized; (5) render from time to time an account of all transactions and of the financial condition of the Corporation; and (6) in general perform all of the duties incident to the office of Treasurer as the Board of Directors or the President from time to time prescribe. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 10. Delegation of Authority. The Board of Directors may from time to time delegate the powers and duties of any officer to any other officers or agents, notwithstanding any provision hereof.

Section 11. Action With Respect to Securities of Other Corporations. Unless otherwise directed by the Board of Directors, the Chief Executive Officer, the President, or any officer of the Corporation authorized by the President shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE VI - RESIGNATIONS

Any director or officer of the Corporation may resign at any time by delivering notice in writing or by electronic transmission to the Board of Directors or its Chairman, or to the Chief Executive Officer, President or the Secretary of the Corporation. Any such resignation shall take effect when delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date, the Board of Directors may fill the pending vacancy before the effective date if the Board of Directors provides that the successor does not take office until the effective date.

ARTICLE VII - STOCK

Section 1. Certificates of Stock.

(a) The shares of stock of the Corporation shall be represented by certificates; provided that the Board may provide, by resolution, that some or all classes or series of its stock may be uncertified shares. Each holder of stock represented by certificates, and upon request, every holder of uncertificated shares, shall be entitled to a certificate which certifies the number and class of stock owned by him or her or it, signed by, or in the name of, the Corporation by (1) Chairman or vice chairman or the President or vice president, and (2) the Secretary or an Assistant Secretary or the Treasurer or an assistant Treasurer. Any or all of the signatures on the certificate may be by facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. The Corporation shall not issue any certificate in bearer form.

(b) Certificates representing shares of stock of the Corporation shall be in such form as shall be determined by the Board of Directors. All certificates for shares of stock shall be numbered consecutively or otherwise identified. The name and address of the persons to whom the stock represented thereby have been issued, the number of shares, and the date of issuance shall be entered on to the transfer books of the Corporation.

(c) All certificates representing shares of stock of the Corporation which are subject to restrictions on transfer (including the limitations, if any, imposed under any applicable securities laws) or to other restrictions shall have conspicuously imprinted or otherwise referenced thereon a notation of such restriction.

Section 2. Transfers of Stock. Transfers of stock shall be made upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Transfers of stock shall be made on the transfer books of the Corporation only when the holder of record thereof, or his legal representative, or his attorney thereunto authorized by a power of attorney duly executed and filed with the Secretary of the Corporation, shall furnish proper evidence of authority to transfer, and when there is surrendered for cancellation the certificate(s) for shares, properly endorsed. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes. Except where a certificate is issued in accordance with Section 3 of Article VII of these bylaws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

Section 3. Lost, Stolen, or Destroyed Certificates. In the event of the loss, theft, or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft, or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

Section 4. Regulations. The issue, transfer, conversion, and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE VIII – NOTICES AND WAIVERS

Section 1. Notices. If mailed, notices to stockholders shall be deemed delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his address as it appears on the stock transfer books of the Corporation. Without limiting the manner by which notice may otherwise be given effectively to stockholders, any notice may be given to stockholders by electronic transmission in the manner provided in Section 232 of the DGCL.

Section 2. Waivers. Any written waiver of any notice, signed by a stockholder or a director, or waiver by electronic transmission by such person, whether given before or after the time of the vent for which notice is given, shall be deemed equivalent to the notice required to be given to such person. Neither the business nor purpose of any meeting needs to be specified in such waiver. Attendance at any meeting shall constitute a waiver of notice, except attendance for the express purposes objecting, at the beginning of the meeting, to the transaction of business because the meeting is not lawfully called or convened.

ARTICLE IX - INDEMNIFICATION

Section 1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”) by reason of the fact that he or the person for whom he is the legal representative is or was a director of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as a director, officer, employee, or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the FBCA, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expenses, liability, and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this Article IX with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

Section 2. Advancement of Expenses. In addition to the right to indemnification conferred in Section 1 of this Article IX, the Corporation shall, to the fullest extent not prohibited by applicable law, pay the expenses (including attorney’s fees) incurred by the indemnitee in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision form which there is not further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise.

Section 3. Right of Indemnitee to Bring Suit. If a claim under Section 1 or 2 of this Article IX is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also to the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article IX or otherwise shall be on the Corporation.

Section 4. Non-Exclusivity of Rights. The right to indemnification and to the advancement of expenses conferred in this Article IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Certificate of Incorporation, these bylaws, any agreement, a vote of stockholders or disinterested directors, or otherwise.

Section 5. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of the Corporation or another corporation, partnership, joint venture, trust, or other enterprise against any expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss under the DGCL.

Section 6. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors or duly authorized committee thereof, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article IX with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

Section 7. Nature of Rights. The rights conferred upon indemnitees in this Article IX shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent of the Corporation and shall insure to the benefit of the indemnitee’s heirs, executors and administrators.

Section 8. Other Indemnification. The Corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, enterprise, or non-profit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise, or non-profit enterprise.

Section 9. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article IX shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

ARTICLE X - GENERAL PROVISIONS

Section 1. Fiscal Year. The fiscal year of the Corporation shall be as fixed by the Board of Directors. .

Section 2. Dividends. The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by the Certificate of Incorporation and law.

Section 3. Corporate Seal. The Board of Directors shall provide a suitable corporate seal which shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.

Section 4. Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

Section 5. Reliance Upon Books Reports and Records. Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports, or statements presented to the Corporation by any of its officers or employees or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 6. Time Periods. In applying any provision of these bylaws which requires that an act be done or not be dome a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

ARTICLE XI - AMENDMENTS

Except as provided by law, the Certificate of Incorporation, or these bylaws, the Board of Directors is expressly authorized to adopt, amend and repeal these bylaws; subject to the power of the holders of capital stock of the Corporation to adopt, amend and repeal these bylaws in the manner provided in the Certificate of Incorporation.

As approved and adopted by the Board of Directors on November 25, 2014.

History of Adoption of and Amendments to the Bylaws

1. Date of original adoption April 11, 2006 (Offline Consulting, Inc.)

EXHIBIT 4.2

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

CONVERTIBLE PROMISSORY NOTE

Note No. 1	February 20, 2013
U.S. $5,000.00	Tampa, Florida

FOR VALUE RECEIVED, the undersigned Kesselring Holding Corporation, a Delaware corporation (the “Company”), promises to pay to the order of James K. Toomey (“Payee”, and Payee and any subsequent permitted holder(s) of this Note being referred to collectively as “Holder”), at Holder’s address set forth below (or by wire transfer to Holder’s wire address set forth below) or at such other place as Holder may designate in writing pursuant to the notice provisions below, the principal sum of FIVE THOUSAND DOLLARS ($5,000.00) (the “Principal Amount”), together with accrued and unpaid interest thereon, said principal and interest to be due and payable as stated below.

This convertible promissory note (the “Note”) is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement (as amended, the “Purchase Agreement”) dated as of February 20, 2013 by and between the Company and the Payee. Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement.

1. Interest Rate. The Company promises to pay simple interest on the outstanding principal amount of this Note from April 30, 2012 (the date that the underlying loan was originally made by the Holder to the Company) until paid in full at the fixed rate of three percent (3%) per annum. Interest shall be calculated on a 365-day year basis and shall be due and payable as set forth below.

2. Maturity.Unless this Note has been previously converted in accordance with the terms of Section 5 hereof, all outstanding principal and accrued and unpaid interest on this Note, plus all fees, costs and expenses then due under this Note, become fully due and payable upon demand by the Holder (the “Maturity Date”); provided, however, that no demand for payment shall be made prior to June 15, 2013.

3. Payments. No principal amount of this Note or any accrued interest on the principal balance of this Note is due or payable until the Maturity Date.

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

5. Optional Conversion of Note.

(a) Optional Conversion Rights. The outstanding principal balance of this Note shall be convertible, at the option of the Holder at any time prior to the Maturity Date, into shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”), at the then-Conversion Price (defined below), commencing upon the earliest of any of the following (the “Optional Conversion Right”): (a) June 15, 2013, (b) Sale of the Company (as defined below), or (c) immediately prior to the closing of any equity financing or issuance of debt securities by the Company in a transaction or a series of related transactions resulting in aggregate proceeds of at least One Hundred Thousand Dollars ($100,000). The date that the Optional Conversion Right first becomes available to the Holder is referred to herein as “Determination Date.” To the extent that the Holder decides to exercise his or her Optional Conversion Right, then any unpaid interest on this Note shall be converted into Common Stock on the same terms as the principal of the Note.

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

(c) Definitions. For purposes of this Note:

(i) The “Conversion Price” shall be the average of the mean of the bid and asked prices of Common Stock as quoted on any inter-dealer quotation system or pink sheets (as reported by the Wall Street Journal or, if not reported thereby, any other authoritative source selected by the Company) for the ninety (90) consecutive full trading days in which such shares were traded ending at the close of trading on the fifth business day preceding the Determination Date.

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

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

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

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

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

9. Governing Law.

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

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

10. Modification; Waiver. No term of this Note may be amended or waived without the prior written consent of the Company and the Holder.

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

12. Waiver of Jury Trial. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15.

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

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

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

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

[Signature Page Follows]

	Kesselring Holding Corporation, a Delaware corporation

	By:	/s/ Ted Sparling
	Name:	Ted Sparling
	Title:	President

HOLDER:

/s/ James K Toomey
James K. Toomey

[SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE OF KESSELRING HOLDING CORPORATION]

NOTICE OF EXERCISE

(To be executed by the Holder desiring to exercise the right to convert this Note into Units of KESSELRING HOLDING CORPORATION, a Delaware corporation)

The undersigned Holder of a Convertible Promissory Note (Note No. 1) hereby elects to exercise his or her Optional Conversion Right, pursuant to the provisions of the Note dated February 20, 2013 issued to the Holder by Kesselring Holding Corporation, a Delaware corporation, to receive that number of shares of Common Stock into which the outstanding principal amount of, and accrued and unpaid interest on, this Note is convertible at the Conversion Price at the address set forth below.

Dated: , _________

	Printed Name:

	Signature:

	Address:

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

EXHIBIT 4.3

CONVERTIBLE PROMISSORY NOTE

Note No. 2	February 20, 2013
U.S. $30,000.00	Tampa, Florida

FOR VALUE RECEIVED, the undersigned Kesselring Holding Corporation, a Delaware corporation (the “Company”), promises to pay to the order of James K. Toomey (“Payee”, and Payee and any subsequent permitted holder(s) of this Note being referred to collectively as “Holder”), at Holder’s address set forth below (or by wire transfer to Holder’s wire address set forth below) or at such other place as Holder may designate in writing pursuant to the notice provisions below, the principal sum of THIRTY THOUSAND DOLLARS ($30,000.00) (the “Principal Amount”), together with accrued and unpaid interest thereon, said principal and interest to be due and payable as stated below.

1. Interest Rate. The Company promises to pay simple interest on the outstanding principal amount of this Note from the date hereof until paid in full at the fixed rate of three percent (3%) per annum. Interest shall be calculated on a 365-day year basis and shall be due and payable as set forth below.

3. Payments. No principal amount of this Note or any accrued interest on the principal balance of this Note is due or payable until the Maturity Date.

5. Optional Conversion of Note.

(c) Definitions. For purposes of this Note:

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

9. Governing Law.

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

10. Modification; Waiver. No term of this Note may be amended or waived without the prior written consent of the Company and the Holder.

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

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

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

[Signature Page Follows]

	KESSELRING HOLDING CORPORATION, a Delaware corporation

	By	/s/ Ted Sparling
	Name:	Ted Sparling
	Title:	President

HOLDER:

/s/ James K Toomey
James K. Toomey

[SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE OF KESSELRING HOLDING CORPORATION]

NOTICE OF EXERCISE

(To be executed by the Holder desiring to exercise the right to convert this Note into Units of KESSELRING HOLDING CORPORATION, a Delaware corporation)

The undersigned Holder of a Convertible Promissory Note (Note No. 2) hereby elects to exercise his or her Optional Conversion Right, pursuant to the provisions of the Note dated February 20, 2013 issued to the Holder by Kesselring Holding Corporation, a Delaware corporation, to receive that number of shares of Common Stock into which the outstanding principal amount of, and accrued and unpaid interest on, this Note is convertible at the Conversion Price at the address set forth below.

Dated: ________________, _________

	Printed Name:

	Signature:

	Address:

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

EXHIBIT 4.4

CONVERTIBLE PROMISSORY NOTE

Note No. 3	August 22, 2013
U.S. $50,000.00	Tampa, Florida

FOR VALUE RECEIVED, the undersigned Kesselring Holding Corporation, a Delaware corporation (the “Company”), promises to pay to the order of James K. Toomey (“Payee”, and Payee and any subsequent permitted holder(s) of this Note being referred to collectively as “Holder”), at Holder’s address set forth below (or by wire transfer to Holder’s wire address set forth below) or at such other place as Holder may designate in writing pursuant to the notice provisions below, the principal sum of FIFTY THOUSAND DOLLARS ($50,000.00) (the “Principal Amount”), together with accrued and unpaid interest thereon, said principal and interest to be due and payable as stated below.

This convertible promissory note (the “Note”) is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement (as amended, the “Purchase Agreement”) dated as of August 22, 2013 by and between the Company and the Payee. Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement.

1. Interest Rate. The Company promises to pay simple interest on the outstanding principal amount of this Note from the date hereof until paid in full at the fixed rate of three percent (4.0%) per annum. Interest shall be calculated on a 365-day year basis and shall be due and payable as set forth below.

3. Payments. No principal amount of this Note or any accrued interest on the principal balance of this Note is due or payable until the Maturity Date.

5. Optional Conversion of Note.

(a) Optional Conversion Rights. The outstanding principal balance of this Note shall be convertible, at the option of the Holder at any time prior to the Maturity Date, into shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”), at the then-Conversion Price (defined below), commencing upon the earliest of any of the following (the “Optional Conversion Right”): (a) August 30, 2013, (b) Sale of the Company (as defined below), or (c) immediately prior to the closing of any equity financing or issuance of debt securities by the Company in a transaction or a series of related transactions resulting in aggregate proceeds of at least One Hundred Thousand Dollars ($100,000). The date that the Optional Conversion Right first becomes available to the Holder is referred to herein as “Determination Date.” To the extent that the Holder decides to exercise his or her Optional Conversion Right, then any unpaid interest on this Note shall be converted into Common Stock on the same terms as the principal of the Note.

(c) Definitions. For purposes of this Note:

(i) The “Conversion Price” shall be the average of the closing prices of Common Stock as quoted on any inter-dealer quotation system or pink sheets (as reported by the Wall Street Journal or, if not reported thereby, any other authoritative source selected by the Company) for the ninety (90) consecutive full trading days in which such shares were traded ending at the close of trading on the fifth business day preceding the Determination Date.

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

9. Governing Law.

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

10. Modification; Waiver. No term of this Note may be amended or waived without the prior written consent of the Company and the Holder.

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

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

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

[Signature Page Follows]

	KESSELRING HOLDING CORPORATION, a Delaware corporation

	By	/s/ Ted Sparling
	Name:	Ted Sparling
	Title:	Director

HOLDER:

/s/ James K Toomey
James K. Toomey

[SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE OF KESSELRING HOLDING CORPORATION]

NOTICE OF EXERCISE

(To be executed by the Holder desiring to exercise the right to convert this Note into Units of KESSELRING HOLDING CORPORATION, a Delaware corporation)

The undersigned Holder of a Convertible Promissory Note (Note No. 3) hereby elects to exercise his or her Optional Conversion Right, pursuant to the provisions of the Note dated August __, 2013 issued to the Holder by Kesselring Holding Corporation, a Delaware corporation, to receive that number of shares of Common Stock into which the outstanding principal amount of, and accrued and unpaid interest on, this Note is convertible at the Conversion Price at the address set forth below.

Dated: ________________, _________

	Printed Name:

	Signature:

	Address:

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

EXHIBIT 4.5

CONVERTIBLE PROMISSORY NOTE

Note No. 4	October 24, 2014
U.S. $10,000.00	Tampa, Florida

FOR VALUE RECEIVED, the undersigned Kesselring Holding Corporation, a Delaware corporation (the “Company”), promises to pay to the order of James K. Toomey (“Payee”, and Payee and any subsequent permitted holder(s) of this Note being referred to collectively as “Holder”), at Holder’s address set forth below (or by wire transfer to Holder’s wire address set forth below) or at such other place as Holder may designate in writing pursuant to the notice provisions below, the principal sum of TEN THOUSAND DOLLARS ($10,000.00) (the “Principal Amount”), together with accrued and unpaid interest thereon, said principal and interest to be due and payable as stated below.

This convertible promissory note (the “Note”) is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement (as amended, the “Purchase Agreement”) dated as of October 24, 2014 by and between the Company and the Payee. Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement.

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

2. Maturity. Unless this Note has been previously converted in accordance with the terms of Section 5 hereof, all outstanding principal and accrued and unpaid interest on this Note, plus all fees, costs and expenses then due under this Note, become fully due and payable upon demand by the Holder (the “Maturity Date”); provided, however, that no demand for payment shall be made prior to earlier of: (a) June 1, 2015, and (b) thirty (30) calendar days after the Recommencement of Public Company Status (defined in Section 5(d) below).

3. Payments. No principal amount of this Note or any accrued interest on the principal balance of this Note is due or payable until the Maturity Date.

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

5. Optional Conversion of Note.

(a) Optional Conversion Rights. The outstanding principal balance of this Note shall be convertible, in whole or in part, at the option of the Holder at any time prior to the Maturity Date, into shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”), at the then-Conversion Price (as defined in Section 5(d) below) (the “Optional Conversion Right”), commencing upon the earliest of any of the following:

(i) the date that the Company takes all corporate action necessary to increase the number of authorized shares of Common Stock in an amount sufficient to issue those shares of Common Stock issuable upon the exercise of the Optional Conversion Right, in whole or in part, by the Holder,

(ii) Sale of the Company (as defined in Section 5(d) below), or

(iii) immediately prior to the closing of any equity financing or issuance of debt securities by the Company in a transaction or a series of related transactions resulting in aggregate proceeds of at least One Hundred Thousand Dollars ($100,000).

The date that the Optional Conversion Right first becomes available to the Holder is referred to herein as “Determination Date.” To the extent that the Holder decides to exercise his or her Optional Conversion Right, then any unpaid interest on this Note shall be converted into Common Stock on the same terms as the principal of the Note.

(b) Covenants of Company. The Company hereby agrees that it will take all steps required under applicable law to have authorized on or prior to Recommencement of Public Company Status and thereafter to reserve and keep available, solely for issuance and delivery to the Holder, that number of shares of its Common Stock (or other securities and property) that may be required from time to time for issuance and delivery upon the exercise of the Optional conversion Right afforded by this Note. The Company shall take all action as may be necessary to assure that such shares of Common Stock (and any other securities and property) may be issued and delivered as provided herein without violation of any applicable law or regulation, or of any requirements, of any domestic securities exchange or inter-dealer quotation system upon which the Common Stock may be listed;

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

(d) Definitions. For purposes of this Note:

(ii) The term “Recommencement of Public Company Status” shall mean such time as when the Company revives its filing obligations under section 13 or 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”) by filing a Form 8-K or a Form 10-K with the Securities and Exchange Commission.

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

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

9. Governing Law.

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

10. Modification; Waiver. No term of this Note may be amended or waived without the prior written consent of the Company and the Holder.

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

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

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

[Signature Page Follows]

	Kesselring Holding Corporation, a Delaware corporation

	By:	/s/ Ted Sparling
	Name:	Ted Sparling
	Title:	CEO

HOLDER:
/s/ James K Toomey
James K. Toomey

[SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE NO. 4 OF KESSELRING HOLDING CORPORATION]

NOTICE OF EXERCISE

(To be executed by the Holder desiring to exercise the right to convert this Note into Units of KESSELRING HOLDING CORPORATION, a Delaware corporation)

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

Dated:__________________,________

	Printed Name:

	Signature:

	Address:

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

EXHIBIT 4.6

CONVERTIBLE PROMISSORY NOTE

Note No. 5	October 24, 2014
U.S. $10,000.00	Tampa, Florida

FOR VALUE RECEIVED, the undersigned Kesselring Holding Corporation, a Delaware corporation (the “Company”), promises to pay to the order of James K. Toomey (“Payee”, and Payee and any subsequent permitted holder(s) of this Note being referred to collectively as “Holder”), at Holder’s address set forth below (or by wire transfer to Holder’s wire address set forth below) or at such other place as Holder may designate in writing pursuant to the notice provisions below, the principal sum of TEN THOUSAND DOLLARS ($10,000.00) (the “Principal Amount”), together with accrued and unpaid interest thereon, said principal and interest to be due and payable as stated below.

This convertible promissory note (the “Note”) is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement (as amended, the “Purchase Agreement”) dated as of October 24, 2014 by and between the Company and the Payee. Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement.

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

2. Maturity. Unless this Note has been previously converted in accordance with the terms of Section 5 hereof, all outstanding principal and accrued and unpaid interest on this Note, plus all fees, costs and expenses then due under this Note, become fully due and payable upon demand by the Holder (the “Maturity Date”); provided, however, that no demand for payment shall be made prior to earlier of: (a) June 1, 2015, and (b) thirty (30) calendar days after the Recommencement of Public Company Status (defined in Section 5(d) below).

3. Payments. No principal amount of this Note or any accrued interest on the principal balance of this Note is due or payable until the Maturity Date.

5. Optional Conversion of Note.

(ii) Sale of the Company (as defined in Section 5(d) below), or

(d) Definitions. For purposes of this Note:

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

9. Governing Law.

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

10. Modification; Waiver. No term of this Note may be amended or waived without the prior written consent of the Company and the Holder.

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

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

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

[Signature Page Follows]

	Kesselring Holding Corporation, a Delaware corporation

	By:	/s/ Ted Sparling
	Name:	Ted Sparling
	Title:	CEO

HOLDER:
/s/ James K Toomey
James K. Toomey

[SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE NO. 5 OF KESSELRING HOLDING CORPORATION]

NOTICE OF EXERCISE

(To be executed by the Holder desiring to exercise the right to convert this Note into Units of KESSELRING HOLDING CORPORATION, a Delaware corporation)

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

Dated: ________________, _________

	Printed Name:

	Signature:

	Address:

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

EXHIBIT 4.7

CONVERTIBLE PROMISSORY NOTE

Note No. 6	October 24, 2014
U.S. $10,000.00	Tampa, Florida

FOR VALUE RECEIVED, the undersigned Kesselring Holding Corporation, a Delaware corporation (the “Company”), promises to pay to the order of James K. Toomey (“Payee”, and Payee and any subsequent permitted holder(s) of this Note being referred to collectively as “Holder”), at Holder’s address set forth below (or by wire transfer to Holder’s wire address set forth below) or at such other place as Holder may designate in writing pursuant to the notice provisions below, the principal sum of TEN THOUSAND DOLLARS ($10,000.00) (the “Principal Amount”), together with accrued and unpaid interest thereon, said principal and interest to be due and payable as stated below.

This convertible promissory note (the “Note”) is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement (as amended, the “Purchase Agreement”) dated as of October 24, 2014 by and between the Company and the Payee. Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement.

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

2. Maturity. Unless this Note has been previously converted in accordance with the terms of Section 5 hereof, all outstanding principal and accrued and unpaid interest on this Note, plus all fees, costs and expenses then due under this Note, become fully due and payable upon demand by the Holder (the “Maturity Date”); provided, however, that no demand for payment shall be made prior to earlier of: (a) June 1, 2015, and (b) thirty (30) calendar days after the Recommencement of Public Company Status (defined in Section 5(d) below).

3. Payments. No principal amount of this Note or any accrued interest on the principal balance of this Note is due or payable until the Maturity Date.

5. Optional Conversion of Note.

(ii) Sale of the Company (as defined in Section 5(d) below), or

(d) Definitions. For purposes of this Note:

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

9. Governing Law.

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

10. Modification; Waiver. No term of this Note may be amended or waived without the prior written consent of the Company and the Holder.

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

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

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

[Signature Page Follows]

	Kesselring Holding Corporation, a Delaware corporation

	By:	/s/ Ted Sparling
	Name:	Ted Sparling
	Title:	CEO

HOLDER:

/s/ James K Toomey
James K. Toomey

[SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE NO. 6 OF KESSELRING HOLDING CORPORATION]

NOTICE OF EXERCISE

(To be executed by the Holder desiring to exercise the right to convert this Note into Units of KESSELRING HOLDING CORPORATION, a Delaware corporation)

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

Dated: ________________, _________

	Printed Name:

	Signature:

	Address:

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

EXHIBIT 4.8

CONVERTIBLE PROMISSORY NOTE

Note No. 7	October 24, 2014
U.S. $20,000.00	Tampa, Florida

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

This convertible promissory note (the “Note”) is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement (as amended, the “Purchase Agreement”) dated as of October 24, 2014 by and between the Company and the Payee. Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement.

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

2. Maturity. Unless this Note has been previously converted in accordance with the terms of Section 5 hereof, all outstanding principal and accrued and unpaid interest on this Note, plus all fees, costs and expenses then due under this Note, become fully due and payable upon demand by the Holder (the “Maturity Date”); provided, however, that no demand for payment shall be made prior to earlier of: (a) June 1, 2015, and (b) thirty (30) calendar days after the Recommencement of Public Company Status (defined in Section 5(d) below).

3. Payments. No principal amount of this Note or any accrued interest on the principal balance of this Note is due or payable until the Maturity Date.

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

5. Optional Conversion of Note.

(ii) Sale of the Company (as defined in Section 5(d) below), or

The date that the Optional Conversion Right first becomes available to the Holder is referred to herein as “Determination Date.”To the extent that the Holder decides to exercise his or her Optional Conversion Right, then any unpaid interest on this Note shall be converted into Common Stock on the same terms as the principal of the Note.

(b) Covenants of Company. The Company hereby agrees that it will take all steps required under applicable law to have authorized on or prior to Recommencement of Public Company Status and thereafter to reserve and keep available, solely for issuance and delivery to the Holder, that number of shares of its Common Stock (or other securities and property) that may be required from time to time for issuance and delivery upon the exercise of the Optional conversion Right afforded by this Note.The Company shall take all action as may be necessary to assure that such shares of Common Stock (and any other securities and property) may be issued and delivered as provided herein without violation of any applicable law or regulation, or of any requirements, of any domestic securities exchange or inter-dealer quotation system upon which the Common Stock may be listed;

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

(d) Definitions. For purposes of this Note:

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

9. Governing Law.

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

10. Modification; Waiver. No term of this Note may be amended or waived without the prior written consent of the Company and the Holder.

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

12. Waiver of Jury Trial. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15.

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

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

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

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

[Signature Page Follows]

	Kesselring Holding Corporation, a Delaware corporation

	By:	/s/ Ted Sparling
	Name:	Ted Sparling
	Title:	CEO

HOLDER:
/s/ James K Toomey
James K. Toomey

[SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE NO. 7 OF KESSELRING HOLDING CORPORATION]

NOTICE OF EXERCISE

(To be executed by the Holder desiring to exercise the right to convert this Note into Units of KESSELRING HOLDING CORPORATION, a Delaware corporation)

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

Dated: ________________, _________

	Printed Name:

	Signature:

	Address:

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

EXHIBIT 4.9

CONVERTIBLE PROMISSORY NOTE

Note No. 8	October 24, 2014
U.S. $20,000.00	Tampa, Florida

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

This convertible promissory note (the “Note”) is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement (as amended, the “Purchase Agreement”) dated as of October 24, 2014 by and between the Company and the Payee. Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement.

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

2. Maturity. Unless this Note has been previously converted in accordance with the terms of Section 5 hereof, all outstanding principal and accrued and unpaid interest on this Note, plus all fees, costs and expenses then due under this Note, become fully due and payable upon demand by the Holder (the “Maturity Date”); provided, however, that no demand for payment shall be made prior to earlier of: (a) June 1, 2015, and (b) thirty (30) calendar days after the Recommencement of Public Company Status (defined in Section 5(d) below).

3. Payments. No principal amount of this Note or any accrued interest on the principal balance of this Note is due or payable until the Maturity Date.

5. Optional Conversion of Note.

(ii) Sale of the Company (as defined in Section 5(d) below), or

(d) Definitions. For purposes of this Note:

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

9. Governing Law.

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

10. Modification; Waiver. No term of this Note may be amended or waived without the prior written consent of the Company and the Holder.

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

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

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

[Signature Page Follows]

	Kesselring Holding Corporation, a Delaware corporation

	By:	/s/ Ted Sparling
	Name:	Ted Sparling
	Title:	CEO

HOLDER:

/s/ James K Toomey
James K. Toomey

[SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE NO. 8 OF KESSELRING HOLDING CORPORATION]

NOTICE OF EXERCISE

(To be executed by the Holder desiring to exercise the right to convert this Note into Units of KESSELRING HOLDING CORPORATION, a Delaware corporation)

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

Dated: ________________,

	Printed Name:

	Signature:

	Address:

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

EXHIBIT 4.10

CONVERTIBLE PROMISSORY NOTE

Note No. 9	October 24, 2014
U.S. $20,000.00	Tampa, Florida

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

This convertible promissory note (the “Note”) is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement (as amended, the “Purchase Agreement”) dated as of October 24, 2014 by and between the Company and the Payee. Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement.

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

2. Maturity. Unless this Note has been previously converted in accordance with the terms of Section 5 hereof, all outstanding principal and accrued and unpaid interest on this Note, plus all fees, costs and expenses then due under this Note, become fully due and payable upon demand by the Holder (the “Maturity Date”); provided, however, that no demand for payment shall be made prior to earlier of: (a) June 1, 2015, and (b) thirty (30) calendar days after the Recommencement of Public Company Status (defined in Section 5(d) below).

3. Payments. No principal amount of this Note or any accrued interest on the principal balance of this Note is due or payable until the Maturity Date.

5. Optional Conversion of Note.

(ii) Sale of the Company (as defined in Section 5(d) below), or

(d) Definitions. For purposes of this Note:

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

9. Governing Law.

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

10. Modification; Waiver. No term of this Note may be amended or waived without the prior written consent of the Company and the Holder.

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

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

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

[Signature Page Follows]

	Kesselring Holding Corporation, a Delaware corporation

	By:	/s/ Ted Sparling
	Name:	Ted Sparling
	Title:	CEO

HOLDER:

/s/ James K Toomey
James K. Toomey

[SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE NO. 9 OF KESSELRING HOLDING CORPORATION]

NOTICE OF EXERCISE

(To be executed by the Holder desiring to exercise the right to convert this Note into Units of KESSELRING HOLDING CORPORATION, a Delaware corporation)

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

Dated: _________________,

	Printed Name:

	Signature:

	Address:

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

EXHIBIT 10.1

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT

Convertible Promissory Note Purchase Agreement (this “Agreement”), effective as of February 20, 2013 is entered into by and among Kesselring Holding Corporation, a Delaware corporation (the “Company”), and James K. Toomey, an individual with his business address at 6425 28^th Avenue East, Bradenton, Florida 34208 (the “Investor”). Certain capitalized terms used in this Agreement are defined in Section 5.1 of this Agreement.

RECITALS

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

WHEREAS, the Investor is willing to loan $30,000 to the Company (the “2013 Loan Proceeds”), subject to the conditions specified herein, to provide the Company with such additional resources to conduct its business; and

WHEREAS, the Company has previously borrowed $5,000 from the Investor to provide funds for the Company’s operations in 2012 and the parties are desirous of formalizing the loan on substantially the same terms as the proposed $30,000 loan (other than the commencement date of the accrual of interest which commenced on the date such funds were actually loaned to the Company).

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

1. Amount and Terms of Loans.

1.1 2013 Loan. On the basis of the representations, warranties, covenants and agreements contained in this Agreement, and subject to the terms and conditions of this Agreement, the Investor agrees to lend to the Company at Closing (defined below) Thirty Thousand Dollars ($30,000.00) (the “2013 Loan”) against the issuance and delivery by the Company of a convertible promissory note for such amount, in substantially the form attached hereto as Exhibit A (the, “2013 Convertible Note”). The cash amount to be distributed to the Company at the Closing (the “Cash Payment”) under the 2013 Loan shall be equal to the full 2013 Loan Proceeds less all Corporate Expenses paid prior to the date hereof. For purposes of the 2013 Loan and the 2013 Convertible Note, the Investor shall be credited for having paid such Corporate Expenses on behalf of the Company and such amounts will be deemed advances by the Investor under the 2013 Loan. Upon distribution of the Cash Payment at closing pursuant to the provisions of Section 1.4 hereof, the Investor will be deemed to have fully funded the 2013 Loan and have provided the full amount of 2013 Loan Proceeds to the Company.

1.2 2012 Loan. The Company acknowledges receipt of a loan from the Investor in the amount of Five Thousand Dollars ($5,000) on or about April 30, 2012 (the “2012 Loan”) which will be evidenced by the issuance and delivery by the Company to the Investor at Closing of a convertible promissory note for such amount, in substantially the form attached hereto as Exhibit B (the, “2012 Convertible Note”).

1.3 The Closing. The closing of the sale and purchase of the 2013 Convertible Note (the “Closing”) shall take place at the offices of Carlton Fields P.A. located at 4221 W. Boy Scout Boulevard, Suite 1000, Tampa, Florida 33607, or such other place as the Company and the Investor may mutually agree, concurrently with the execution of this Agreement (the “Closing Date”).

1.4 Deliveries at Closing. At the Closing:

(a) The Investor shall deliver for Cash Payment portion of the 2013 Loan Proceeds to the Company by instructing the Escrow Agent to deliver the Cash Payment to the Company by wire transfer fund of immediately available funds to a bank account or bank accounts designated by the Company.

(b) Concurrently upon receipt of the Cash Payment in accordance with Section 1.4(a), the Company shall issue and deliver the 2012 Convertible Note and the 2013 Convertible Note, each in favor of the Investor, payable in the principal amount of the underlying loan.

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

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

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

2.3 No Conflict or Required Approvals.

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

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

2.4 Capitalization.

(a) The authorized capital stock of the Company, prior to giving effect to the conversion of any of the Notes hereby, consists of (i) 200,000,000 Common Shares, of which 40,513,669 shares are issued and outstanding, and (ii) 20,000,000 of preferred stock, par value $0.0001 per share (the “Preferred Stock”), none of which are issued and outstanding.

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

(c) No stockholder of the Company or any other person is entitled to any preemptive rights with respect to the purchase, sale, or issuance of securities by the Company. Except as required pursuant to the terms of the Loan Documents: (i) there is no outstanding or authorized subscription, warrant, option, or other right, commitment or arrangement (written or oral, or contingent or otherwise) to which the Company is a party or by which it is bound, to purchase or acquire any shares of, or any security directly or indirectly convertible in or exchangeable or exercisable for, any capital stock of the Company (“Options”), (ii) the Company has no obligation (contingent or otherwise) to issue any Options or to issue or distribute to holders of any shares of its capital stock, any evidences of indebtedness, or assets of the Company, (iii) the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof, and (iv) except for this Agreement, there are no voting agreements or similar arrangements among the Company or any of its stockholders.

2.5 Issuance of Conversion Shares.

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

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

2.6 Compliance with Laws; No Violations.

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

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

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

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

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

3.1 Authority; No Conflict or Required Consents.

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

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

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

3.2 Investment Representations.

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

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

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

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

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

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

3.4 Accredited Investor. The Investor is an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act.

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

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

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

(c) the Investor has not relied on any statement or representation of the Company or of any of its Affiliates, attorneys, agents, or other representatives, except as specifically set forth or referenced in this Agreement or provided in accordance with Section 3.5(a) of this Agreement.

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

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

4. Additional Agreements.

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

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

4.3 Board of Directors. The Company agrees that immediately following the later of of (a) the Investor’s exercise of either the Optional Conversion Right (as defined in the 2012 Convertible Note or the 2013 Convertible Note), or (b) the date the Company obtains directors’ and officers’ liability insurance for each director of the Company, the Company will fix the size of the Board of Directors at three (3) directors and will appoint the Investor to serve on the board of directors of the Company until the next annual meeting of stockholders. The remaining vacancy will be filled in the future at a time agreed to by the parties with the appointment of a person designated by the Investor who is reasonably satisfactory to the Company.

4.4 Directors’ and Officers’ Liability Insurance. The Company shall, within a reasonable time following the Closing Date:

(a) obtain directors’ and officers’ liability insurance for each director of the Company reasonably satisfactory to the Investors in an amount of no less than $1,000,000.00 and

(b) enter into an indemnification agreement with each member of the board of directors of the Company.

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

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

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

5. General Provisions.

Section 5.1 Definitions.

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

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

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

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

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

“Corporate Expenses” shall mean (a) payments made to the State of Delaware in order to restore the Company’s certificate of incorporation, including without limitation, all current and delinquent franchise taxes and penalties, (b) payment of all amounts due and outstanding which are owed to the Company’s transfer agent, and (c) legal fees paid to Carlton Fields, P.A. for legal services rendered to the Company.

“Entity” shall mean any general partnership, limited partnership, corporation, joint venture, trust, limited liability company, limited liability partnership, business trust, cooperative or association.

“Escrow” means the escrow account maintained by the Escrow Agent for the benefit of the Company.

“Escrow Agent” shall mean the law firm of Carlton Fields, P.A. for purposes of this Agreement.

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

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

“Notes” shall mean collectively, the 2012 Convertible Note and the 2013 Convertible Note.

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

“Person” shall mean an individual, corporation, general partnership, limited partnership, joint venture, limited liability company, limited liability partnership, unincorporated organization, business trust, association, corporations, or other entity.

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

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

Term	Section

2012 Convertible Note	Recitals
2012 Loan	Recitals
2013 Convertible Note	Recitals
2013 Loan	Recitals
2013 Loan Proceeds	Recitals
Agreement	Preamble
Bankruptcy and Equity Exceptions	2.2
Cash Payment	1.1
Closing	1.3
Closing Date	1.3
Company	Preamble
Conversion Shares	2.2
Governmental Entity	2.3(a)
Investor	Preamble
Loan Documents	2.2
Options	2.4(c)
Preferred Stock	2.4(a)
Securities	2.5(b)
Securities Act	2.5(b)
Transfer	3.4

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

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

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

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

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

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

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

If to Company:

Ted Sparling, President & CEO

Kesselring Holding Corporation

2641 49th Street

Sarasota, FL 34234

with a copy to:

Carlton Fields, P.A.

Corporate Center Three at International Plaza

4221 West Boy Scout Blvd., Ste. 1000

Tampa, FL 33607-5780

Attn: Richard A. Denmon

Telephone: 813-229-4219

Facsimile: 813-229-4133

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

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

5.8 Governing Law; Jurisdiction.

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

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

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

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

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

5.13 Counterparts. This Agreement may be executed in one or more separate counterparts, each of which, when so executed and delivered, shall be deemed to constitute an original, but all of which together shall constitute one and the same instrument.

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

[Remainder of the Page Intentionally Left Blank]

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

	COMPANY:

	Kesselring Holding Corporation, a Delaware corporation

	By:	/s/ Ted Sparling
		Ted Sparling
		President & CEO


INVESTOR:

/s/ James K. Toomey
James K. Toomey

[SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT]

EXHIBIT 10.2

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT

Convertible Promissory Note Purchase Agreement (this “Agreement”), effective as of August 22, 2013 is entered into by and among Kesselring Holding Corporation, a Delaware corporation (the “Company”), and James K. Toomey, an individual with his business address at 6425 28^th Avenue East, Bradenton, Florida 34208 (the “Investor”). Certain capitalized terms used in this Agreement are defined in Section 5.1 of this Agreement.

RECITALS

WHEREAS, the Company is in need of additional financial sources in order to conduct its business; and

WHEREAS, the Investor is willing to loan $50,000 to the Company (the “Loan Amount”), subject to the conditions specified herein, to provide the Company with such additional resources to conduct its business.

1. Amount and Terms of Loans.

1.1 August 2013 Loan. On the basis of the representations, warranties, covenants and agreements contained in this Agreement, and subject to the terms and conditions of this Agreement, the Investor agrees to lend to the Company at Closing (defined below) Fifty Thousand Dollars ($50,000.00) (the “August 2013 Loan”) against the issuance and delivery by the Company of a convertible promissory note for such amount, in substantially the form attached hereto as Exhibit A (the, “August 2013 Convertible Note”).

1.2 The Closing. The closing of the sale and purchase of the August 2013 Convertible Note (the “Closing”) shall take place at the offices of Carlton Fields P.A. located at 4221 W. Boy Scout Boulevard, Suite 1000, Tampa, Florida 33607, or such other place as the Company and the Investor may mutually agree, concurrently with the execution of this Agreement (the “Closing Date”).

1.3 Deliveries at Closing. At the Closing:

(a) The Investor shall deliver the Loan Amount to the Company by instructing the Escrow Agent to deliver to the Company from Escrow, by wire transfer of immediately available funds in the amount of the Loan Amount, to a bank account or bank accounts designated by the Company.

(b) Concurrently upon receipt of the Loan Amount in accordance with Section 1.3(a), the Company shall issue and deliver the August 2013 Convertible Note in favor of the Investor, payable in the principal amount of such Loan Amount.

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

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

2.2 Authority; Due Execution. The Company has all of the requisite corporate power and authority to execute and deliver this Agreement and the August 2013 Convertible Note (the Agreement and the August 2013 Convertible Note are referred to collectively as the “Loan Documents”), and to carry out and perform its obligations under the Loan Documents, and to consummate the transactions contemplated thereby. The execution, delivery, and performance by the Company of the Loan Documents, including the delivery of the August 2013 Convertible Note and the reservation of Common Stock issuable upon conversion of August 2013 Convertible Note (the “Conversion Shares”), and the consummation of the transactions contemplated thereby, has been duly and validly authorized by all necessary corporate action on the part of the Company. The Loan Documents have been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by the Investor, the Loan Documents will constitute legal, valid, and binding obligations of the Company, enforceable against it in accordance with their respective terms (except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriums, or similar Laws affecting creditors’ rights and remedies generally and except that the availability of the equitable remedy of specific performance and injunctive relief is subject to the discretion of the court before which any proceedings may be brought (the “Bankruptcy and Equity Exceptions”).

2.3 No Conflict or Required Approvals.

2.4 Capitalization.

(a) The authorized capital stock of the Company, prior to giving effect to the conversion of any of the August 2013 Convertible Note hereby, consists of (i) 200,000,000 Common Shares, of which 40,513,669 shares are issued and outstanding, and (ii) 20,000,000 of preferred stock, par value $0.0001 per share (the “Preferred Stock”), none of which are issued and outstanding.

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

2.5 Issuance of Conversion Shares.

2.6 Compliance with Laws; No Violations.

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

3.1 Authority; No Conflict or Required Consents.

3.2 Investment Representations.

3.4 Accredited Investor. The Investor is an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act.

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

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

4. Additional Agreements.

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

4.3 Noteholder Agreement. The Investor agrees that by acceptance of the August 2013 Convertible Note pursuant to the terms of this Agreement, he will be bound by the terms of the August 2013 Convertible Note.

4.6 Documentary Stamp Taxes. The Company agrees to pay all documentary stamp taxes required to be paid in connection with the issuance and delivery of the August 2013 Convertible Note to the Investor.

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