Item 1.01 Entry into a Material Definitive Agreement.

After filing of its delinquent reports with the Securities and Exchange Commission (the "Commission"), as described in Item 8.01 of this Current Report on Form 8-K, Kingfish Holding Corporation (the "Company") borrowed $50,000 in aggregate principal amount from James K. Toomey, the Company's corporate secretary and a director, on March 7, 2022 (the "Toomey Loan"). The proceeds of the Toomey Loan will be used to pay outstanding amounts owed for professional services, to pay operating expenses, and to pursue the Company's acquisition strategy.

The Toomey Loan is evidenced by a consolidated promissory note, dated March 7, 2022, issued by the Company to Mr. Toomey (the "2022 Promissory Note"). The 20212Promissory Note bears interest, commencing on the date of the loan, at an initial rate of 2% per annum and the note matures on December 31, 2024. The maturity date of the 2022 Promissory Notes will accelerate and be due and payable immediately upon any change of control, merger, or other business combination (as defined in the 2022 Promissory Note). If the maturity date is extended for any reason whatsoever (including in connection with an acceleration event), the 2022 Promissory Note will bear interest at a rate of 5% per annum, commencing on the date of any such extension. The 2022 Promissory Note is not convertible into our common shares.

The foregoing description of the 2021 Promissory Note does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2021 Promissory Note, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Form 8-K by reference.




Item 8.01. Other Events.

On March 2, 2022, the Company completed its filings with the Commission, under the Securities Exchange Act of 1934 (the "Exchange Act"), of all its delinquent periodic reports on Form 10-K for the fiscal years ended September 30, 2016 through 2021, as well as Forms 10-Q for the most recently completed fiscal year ended.

On March 7, 2022, the Company moved its principal place of business to 822 62nd Street Circle East, Unit 105, Bradenton, Florida 34208. The Company's telephone and fax numbers also have been changed to phone: (941) 487-3653 and Fax: (941) 847-0797

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit
No.        Description

  10.1       Promissory Note, dated March 7, 2022 in favor of James K. Toomey in
           the principal amount of $50,000.
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           Document).





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