Kingfish Holding Corp (fka KSSH)

[WarMachine]

SO, no more filings, no more OTC Markets info updates, BIG OL' STOP SIGN now present. How's Toomey doing these days. Business as usual in OTC CEO life of the sleezy?

Delaware business status "THIS IS NOT A STATEMENT OF GOOD STANDING"

[joma]

CD i want you look at a ticker and explain to us, sorry for posting on the KSSH board the ticker is spcl and i think some offr the folks here can benifit thanks, JOMA

[cdhames]

What's up joma

[joma]

anyone seen cdhames i need to talk to him

[dippyfloppity]

I don't understand how those details incur you to laugh your butt off in all caps.

And yet, there are other details you failed to post. The fact that Toomey put in another 30grand of his own money. The fact that professional fees increased this Q to seek a merger. The fact that Toomey bought shares with a conversion rate of $1.00 USD / share.

[WarMachine]

Dead skunk STILL trading and added 15 million shares to outstanding count per 10q LMAO!

[dippyfloppity]

Thank you. This float is coiled like a spring.

[cdhames]

I have not. Q should drop this month though. Should give us some insight whether they're still looking or in discussions.

[dippyfloppity]

Have you come up with any new DD since May?

[cdhames]

Too early to tell. Depends on what kind of company merges in, whether toomey and sparling intend to stay around after, how much debt the new company has coming in... who the new execs are. Whether the merger even goes through, we haven't even gotten a LOI yet.

One thing I know for sure, no one just sinks a quarter of a mil of his own money into an empty shell, for free. And no company coming in is going to pay toomey a quarter mil in cash for his shell plus interest, on top of the quarter mil it takes just to merge into it. Toomey has to have a plan to get paid back. He was chairman of 20 banks prior to 2008 so he's not stupid. He's holding 85M shares of the 120M in circulation. I think that means something if he's successful.

[bunduru]

cdhames,

Where do you see the pps once (and if) the R/M is completed?

Thanks.

[cdhames]

Some of Toomey's Form 4's for his former Nasdaq business, Coast Financial. Things were looking very positive for him that year:

http://www.sec.gov/Archives/edgar/data/1262276/000118143105056500/xslF345X03/rrd94650.xml

65K shares acquired @ $15.5 per share = $1.007M by Toomey through a 42% ownership in Techtronics.

http://www.sec.gov/Archives/edgar/data/1262276/000126815804000001/xslF345X03/primary_doc.xml

Another 2750 shares purchased for family @ $13.5 and $14.5 respectively: $30K.

He seems to bring major buying power to the table. The fact that this guys name is on KSSH is promising.

I can't help but wonder whether he intends to spin this shell off in the RM and call it quits, or whether he plans to stay as Chairman of the newly formed company (I personally suspect he wants a second chance. This guy was on his way to being a major player when the recession capped him at the knees. He owned 20 banks under his Holding company at the time and his growth rate seemed parabolic.)

[cdhames]

That's because it's a shell, Reverse Merger play. Exactly as stated in the Q. Either you're here for the potential RM play, or you're here for the potential absence of it. Anything else is foolhardy. Early arrivers take more risk, possibly for a larger payoff.

Income/balance sheet analysis is irrelevant.

James Toomey was former Chairmen to Coast Financial (Nasdaq: CFHI) before the housing crisis and recession wiped his company out.

He's very tightly managing this shells share structure. He even took a $230K loss on conversion in December in order to maintain share integrity.

The selling points of this RM play are very attractive.

The latest Q says they've found an attractive, potential merger candidate and are now looking for a financier to facilitate an LOI. I'd speculate with Toomey's connections, that should not be a problem.

Toomey seems willing to spend his own capital to get this done; and that's attractive. Normally you see penny CEOs dumping on shareholders in order to cover the cost of administrative fees just to file a public notice.

I think to anyone that looks, you will tell that Toomey has been behaving in a very fiscally disciplined manner. My expectation is that while he has the reigns of this process, that we'll continue in a disciplined fashion.

[cdhames]

Sounds to me like they've found a potential candidate and are now shopping for a facilitator. Toomey used to move in the banking industry - I would not be surprised at all if he finds an atypical underwriter.

[ErnieBilco]

The drop in assets is due to the fact that the only asset they have is their stock and since it is less than half what it was in 2015 it is totally understandable.

As for the debt, most of it is Toomey notes so YES I think this can climb to a nickel or dime if the finally merge something into the shell it now is. All the old debt has rolled off the books which should make this a much better candidate for a merger.

That's just my .0032cents worth.

[WarMachine]

Does ANYBODY really think this is going to suddenly change?

"We have negative working capital, negative shareholders' equity and have not earned any revenues from operations since September 16, 2011."

At March 31, 2016, we had a working capital deficit of $94,712 compared to a working capital deficit of $72,294 at September 30, 2015. Current liabilities increased to $100,017 at March 31, 2016 from $81,667 at September 30, 2015 due to an increase in accounts payable, primarily for professional fees. Total assets decreased from $9,373 at September 30, 2015 to $5,305 at March 31, 2016 due to a decrease in cash.

Yet they FLEECED A LOT OF SHAREHOLDERS in that period. Get real folks!

[cdhames]

Progress.

Based on our search, the Company has identified several potential opportunities with parties that have indicated some level of interest in considering a potential transaction with the Company that management believes would be appropriate and suitable for the Company to pursue. Management has commenced preliminary discussions with one of those parties to further explore the level of interest and to determine whether an appropriate financing partner can be identified to participate in any such potential transaction. Although the Company currently is engaged in preliminary discussions, the Company has not received any letter of intent, proposal, or formal offer from this party relating to any potential transaction, nor has any financing partner committed to, or has formally offered to participate in, any such transaction. ...

[cdhames]

Anything that breaks the pattern at this point should be noteworthy; for good or bad. Who knows what Toomeys real intentions are, but if you track the money being spent on this shell, it tells you a partial story.

By my count, Toomey's loaned $230,000 of his own money to the company, and as of Dec 31, 2015 converted that at $1.00 a share into 244K shares. 244K shares are currently worth $780 bucks for a net loss of $229K -for what purpose? Anyone assuming he's up to something nefarious doesn't have much of a basis when his own money's on the line.

This isn't the right sort of shell game for tax relief... He may be able to claim a capital gains loss on loans, but I think if this were the only purpose, it'd be easier to just give income away to charity or a Trust Fund. It's easier and at least your Trust can "loan" it back it you at 1%.

My personal assumption is to read the intent as it's stated. I don't think these guys are connected in anyway with the other 95% hucksters and shucksters that run the OTC (at least I haven't found any hint of relationships to date). I have to assume that Toomey intends to recuperate that $229K loss, knowing he owns close to 70% of the O/S (close to 85M shares), and based on his history I wonder if this guy is hungry for a second chance.

From the Q filed Dec 31, 2015:

On October 21, 2013, Mr. James K. Toomey, a director of the Company ("Mr. Toomey"), advanced a loan to the Company in the amount of $10,000
On November 13, 2013, Mr. Toomey advanced a loan to the Company in the amount of $10,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $10,000.
On January 13, 2014, Mr. Toomey advanced a loan to the Company in the amount of $10,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $10,000.
On April 24, 2014, Mr. Toomey advanced a loan to the Company in the amount of $20,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $20,000.
On May 22, 2014, Mr. Toomey advanced a loan to the Company in the amount of $20,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $20,000.
On September 17, 2014, Mr. Toomey advanced a loan to the Company in the amount of $20,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $20,000.
On December 19, 2014, Mr. Toomey advanced a loan to the Company in the amount of $60,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $60,000.
On March 5, 2015, Mr. Toomey advanced a loan to the Company in the amount of $20,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $20,000.
On March 16, 2015, Mr. Toomey advanced a loan to the Company in the amount of $40,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $40,000.
On September 8, 2015, Mr. Toomey advanced a loan to the Company in the amount of $20,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $20,000.
On December 7, 2015, Mr. Toomey advanced a loan to the Company in the amount of $20,000 and, in exchange therefor, the Company issued a convertible note to Mr. Toomey in principal amount of $20,000

From the 8K filed Dec 31, 2015

On December 31, 2015, Mr. Toomey elected to convert, at a conversion rate of $1.00 per share, the outstanding principal and accrued interest on each of the following issued and outstanding convertible promissory notes: An aggregate of 244,946 shares of common stock of the Company issued were issued to Mr. Toomey, effective on December 31, 2015, as a result of these conversions.

[dippyfloppity]

I agree the pause is cause for heightened interest. This could get good because I only have a few shares at this point.

Sorry I would private reply but I stopped paying ihub because of obvious reasons from another board.

[cdhames]

if anything were of concern, they likely wouldn't file the NT; they would stop filing period.

The NT says nothing significant has changed, but perhaps there's a reason for delay and we'll find it in the Q when it drops.

[ErnieBilco]

With zero business operations financials should be a breeze even for a blindman to fill out.

Toomey is the wildcard but seems he's more into running an ice cream shop out on AMI

[dippyfloppity]

No business that we know of yet.

[ErnieBilco]

Okay, a ticker has absolutely no business and they can't file their financials on time????

[dippyfloppity]

Only 10k shares traded this month, when exactly is that time haha?

[joma]

time to buy some more

[cdhames]

looked like a positional sell, someone just exiting. Probably hoped for a short-term run. Reverse Merger looks good for this year but no guarantees. May be months before it happens.

[WarMachine]

CEO needed some money to take the family out to Dave and Busters?

[StaleyCornell]

What triggered all the selling yesterday?

[dippyfloppity]

Reverse Merger

[NorkYork]

What am I missing about this stock?

[WarMachine]

.008 then .006 then ....... take her home number 1

[joma]

I will keep on buying,no matter the small bashing this is a winning circle we can not go down empty handed on the this one.
I believe that the guys who are running this is not going to pick a crappy merger partner, it will have some grunt to it

[cdhames]

Doubt it's even that much. Probably just an MM shuffle or a value trader trying to make a little cash. The floats been bafflingly tight for at least a year now (as long as I've been monitoring KSSH). There should be at least 30M - 40M available on the float for free trading but I don't think I've seen over 5M traded in the past 12 months (I'll check when I get home).

At a guess there's a handful of shareholders out there that have locked up the majority of this float.

[dippyfloppity]

I think it's only a couple 100k from early bid sitters months ago.

[joma]

Bought some more, and nite is still holding some think he has a lot more to sell we will see soon

[WarMachine]

EXACTLY! Someone setting up the dreamers for a big fall. Small share buys on the ask to paint the price up. Someone getting ready to dump like crazy.

[StaleyCornell]

Moves on absolutely nothing.

[dippyfloppity]

This is one crazy thin low floater.

[StaleyCornell]

I wonder what NITE is really holding. Can't be much

[cdhames]

who's testing NITE.

I was tempted to do the same when I looked at L2 this morning.

[StaleyCornell]

Very quiet loading going on here

[dippyfloppity]

Excellent DD sir. It seems Toomey knows what he's doing with an interesting track record. I think my statement of "this could be an amazing opportunity" is a well obvious understatement.

[cdhames]

That was under First Bank, the buyer, the year after. Toomey doesn't appear involved in it, but he does provide some speculative commentary about the events sometime after.

Shark e'shark world.

[ErnieBilco]

It destroyed the holding company. Housing fraud loans and such. Nasty stuff and ruined a lot of peeps if I remember correctly. Not sure how involved Toomey was or wasn't involved.

[cdhames]

They IPO'd in 2003 on the NASDAQ at $12 a share, with roughly $210M in assets and 1.6M common shares. A small cap growth stock, although they sold in 2007 just above their initial IPO asset value. I don't think they ever made it out of the small business mentality...

The FDIC filing looks like a slap on the hand: Get your Board straightened out; tighten up your loan ratios; get your audit and oversight up to snuff. Issues, I think, every transitioning small business has.

They were ordered to establish a compliance committee and implement changes, such as adding personnel to the BoD; hiring a CEO with commensurate skills (I assume one that could run a NASDAQ traded company), and a senior lending officer; and to acquire and maintain Tier 1 capital in the amount of 7.5% of total assets (and to maintain a risk ratio of 10%). And on...

I don't see anything criminal here. Just inexperienced, small time bankers. They sold the company to First Bank, 3 months after this was filed. I assume in part, to meet the Tier 1 capital requirements.

There's politics here: At the same time their primary customer goes belly up, defaulting on a majority of loans; they get hit with this FDIC order; forced compliance across the board, forced capital requirements the FDIC likely knew they couldn't obtain. I understand why they sold.

There's an article out there that says Toomey was hospitalized when this went down.

[ErnieBilco]

https://www.fdic.gov/bank/individual/enforcement/2007-05-01.pdf

[cdhames]

Why Coast Bank went under:

His partner in the deal, Coast Bank of Bradenton, financed at least 482 of the CCI loans and is on the hook for upwards of $77-million customers may never repay. Stockholder wrath sent bank shares spiraling to record lows. Last month, the bank hired an advisory firm in the hopes of salvaging its future.

"Coast Bank has become the poster child for many banks having problems in Florida," said Miami banking expert Ken Thomas. "This is a national story. Everyone around the world is talking about the housing crisis in America. There hasn't been a bank failure since June of '04. The question is: Is this going to be the first casualty?"

How did a modest home renovation firm capsize a fast-rising bank?

http://www.sptimes.com/2007/02/04/Business/Who_s_to_blame_Coast_.shtml

[cdhames]

Toomey sold Coast Bank for $3.40 per common share:

BRADENTON, Fla. and ST. LOUIS, Aug. 3 2007 /PRNewswire-FirstCall/ -- Coast Financial Holdings, Inc. (Nasdaq: CFHI), a bank holding company headquartered in Bradenton, Florida, and First Banks, Inc. ("First Banks"), a bank holding company headquartered in St. Louis, Missouri, jointly announce the signing of an Agreement and Plan of Merger providing for First Banks to acquire Coast Financial Holdings, Inc., a Florida bank holding company ("CFHI"), and its wholly owned banking subsidiary, Coast Bank of Florida, a Florida state chartered bank (collectively, "Coast"). Coast operates 20 banking offices in Florida's Manatee, Pinellas, Hillsborough and Pasco counties.
Under the terms of the Agreement and Plan of Merger, each outstanding share of Coast's common stock will be converted into and will represent the right to receive an amount equal to $22,130,793.80 divided by the number of shares of Coast's common stock outstanding, or approximately $3.40 in cash, without interest thereon.

...
First Banks is one of the largest privately held bank holding companies in the United States with nearly $10.5 billion in assets at June 30, 2007. First Banks operates 197 offices throughout Missouri, Illinois, Texas and California and employs nearly 2,700 employees.

...
CFHI Chairman James K. Toomey stated, "We have had discussions with First Banks for some time now, and through these discussions we have come to know the organization as one of high integrity, high standards and a commitment to excellence." Mr. Toomey continued, "We believe our proposed alignment with First Banks is a solid decision which serves the best interest of Coast Bank customers, employees, CFHI shareholders and the communities we serve."

[dippyfloppity]

Should be interesting to watch, I'm in.

[cdhames]

It's possible, I'm not really sure. Toomey and Sparling don't really fit the normal penny huckster profile.

I've spent most of my free time today looking up Toomey. He seems to care for his public image. Former banker, a lot of his personal history seems to indicate his family is wealthy. Manatee Circuit Court indicates he just went through probate and estate administration for what appears to be his mother, possibly. Looks like he recently fought off an eminent domain challenge from manatee county. I looked up Sparling also and they're both pretty clean.

Toomey is into some odd stuff -dinosaur bones in particular. He seems to be accepted in his local community as a paleontologist even though he isn't credentialed for it.

It looks like he ran a fair operation when he was Chairman of his bank. He talked of deposit based growth, which is your slow and steady, straight path to banking success. It seems he made some excessive deals with a housing developer in 2007 (just prior to the crash) that ended up doing him (almost literally) and his bank in.

Him and Sparling apparently go back many years. I'll probably have to revise my former opinion on him -looks like he wasn't brought on to affect the merger -but he does seem to be the driving force behind this effort.

He's part owner of several companies in relative states of activity or dissolution. That at least, is standard fare for penny hucksters I've seen.

What I'm not used to seeing is a penny huckster giving up his own money to fund a relisting/merger/reverse merger effort. His filings mention substantial capital deficiencies should they end up executing their business plan so I initially took that as meaning, they intend to dilute the O/S to raise the money for the merger -I assume 25-50M shares which would bring the active float up to 80M-100M shares (more liquidity). But we'll see I guess -maybe he funds the entire endeavor out of pocket.

His loans to the company, and conversions are straightforward, I'd even say somewhat adverse to him and more beneficial to the shell.

I think Toomey at least, has a squeaky clean image for the most part. I don't think he's as clean as he's made out to be -there are some indicators that there might mean something, might not... I also don't think Toomey and Sparling are tied into the normal penny huckster network we're accustomed to seeing.

It looks like they're solo'ing this gig, for better or worse.

I'm interested to see where this goes.