-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FmQYWaIHw/o/DRwkv858NyMS4bn1PFt0MmqoG2jGrzjCiar6unH3k7XYtUBfie21 UX2yLRrkYTxS82z0CwdwUA== 0001013762-09-002171.txt : 20091120 0001013762-09-002171.hdr.sgml : 20091120 20091120171857 ACCESSION NUMBER: 0001013762-09-002171 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091116 ITEM INFORMATION: Other Events FILED AS OF DATE: 20091120 DATE AS OF CHANGE: 20091120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kesselring Holding Corporation. CENTRAL INDEX KEY: 0001374881 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL BUILDING CONTRACTORS - NONRESIDENTIAL BUILDINGS [1540] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52375 FILM NUMBER: 091199560 BUSINESS ADDRESS: STREET 1: 2208 58TH AVENUE EAST CITY: BRADENTON STATE: FL ZIP: 34203 BUSINESS PHONE: 941 371 0440 MAIL ADDRESS: STREET 1: 2208 58TH AVENUE EAST CITY: BRADENTON STATE: FL ZIP: 34203 FORMER COMPANY: FORMER CONFORMED NAME: OFFLINE CONSULTING INC DATE OF NAME CHANGE: 20060907 8-K 1 form8k.htm FORM 8-K KESSELRING form8k.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 16, 2009

 (Exact name of registrant as specified in charter
 
Delaware 000-52375  20-4838580
(State or other jurisdiction of incorporation)      (Commission File Number) (IRS Employer Identification No.)
                                                                      
602 West Valley Mall Blvd, Union Gap, WA 98901
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (509) 453-4683



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

/_/ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

/_/ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

/_/ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

/_/ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 8.01                      Other Events.

On November 16, 2009, Joseph Silva, Chief Executive Officer of Kesselring Holding Corporation (“Kesselring”), accepted the resignation of two employees and terminated a third employee (the “Former Employees”) that were employed with King Brothers Woodworking, Inc. (“King Brothers”), a wholly-owned subsidiary of Kesselring.  The Former Employees refused to recognize Mr. Silva’s authority. The Former Employees, together with additional shareholders (the “Shareholders”) filed a Stockholders Derivative Complaint (including a Request for Temporary Restraining Order (“TRO”)) with the United States District Court Eastern District of Washington (the “Federal Court”) claiming, among other things, that Virgil Sandifer and Joseph Silva have been removed as the sole director of Kesselring and the sole officer of Kesselring, respectively.

The Shareholders, as part of the complaint, submitted a Memorial of Action by Stockholders Without a Formal Meeting (the “Memorial”).  These actions purported to be taken pursuant to the Memorial have resulted in an outright violation of Federal law including the Securities Exchange Act of 1934, as amended (the “34 Act”) and Regulation 14A and Regulation 14C as adopted under the 34 Act.

As a result of the above, Mr. Sandifer remains the sole director of Kesselring and Mr. Silva remains the sole officer of Kesselring, the sole officer and director of Kesselring Corporation, a wholly-owned subsidiary of Kesselring, and the chief executive officer and sole director of King Brothers.  The properly elected management and Board of Directors of Kesselring intend to continue to vigorously defend this action.  A decision from the Federal Court with respect to the TRO is presently pending.
 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
KESSELRING HOLDING CORPORATION
  
       
Date: November 20, 2009
By:
/s/ Joseph Silva  
    Name: Joseph Silva  
    Title: Chief Executive Officer  
       




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