8-K

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 20, 2009

KESSELRING HOLDING CORPORATION

 (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))

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Item 1.01                      Entry into a Material Definitive Agreement 

Item 3.02                      Unregistered Sales of Equity Securities

On November 20, 2009, Kesselring Holding Corp. (the “Company”) entered into a conversion agreement with Southtech Solutions, Inc. (“Southtech”) pursuant to which the Company agreed to convert $20,000 in outstanding fees owed to Southtech into 2,000,000 shares of common stock.  The above transaction was approved by the sole director of the Company.  As a result, as of November 20, 2009, the outstanding shares of common stock of the Company is 38,046,321.

The issuance of the shares of common stock was made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 and/or Rule 506 promulgated under Regulation D thereunder. Southtech is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933.

The foregoing information is a summary of each of the agreements involved in the transaction described above, is not complete, and is qualified in its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this Current Report on Form 8-K.  Readers should review those agreements for a complete understanding of the terms and conditions associated with this financing transaction.

Item 9.01 Financial Statements and Exhibits.

(a)   Financial statements of business acquired.

Not applicable.

(b)   Pro Forma Financial statements.

Not applicable.

(c)   Shell company transactions.

Not applicable.

(d)   Exhibits.

Exhibit Number	Description
10.1	Conversion Agreement entered by and between Kesselring Holding Corp. and Southtech Solutions, Inc.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	KESSELRING HOLDING CORPORATION
Date: November 20, 2009	By:	/s/ Joseph Silva
		Name: Joseph Silva
		Title: CEO and CFO

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EX-10.1

Exhibit 10.1

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

CONVERSION AGREEMENT

THIS CONVERSION AGREEMENT, dated as of November 20, 2009is made by and between KESSELRING HOLDING CORPORATION, Inc., a Delaware corporation (“Company”), and Southtech Solutions, Inc., a consultant of the Company (“Consultant”).

WHEREAS, the Company owes Consultant fees in arrears for a total of Forty Two Thousand Three Hundred Seventy One Dollars and Thirty Five Cents ($42,371.35) (the “Fees”); and

WHEREAS, the Company and the Consultant wish to convert Twenty Thousand Dollars ($20,000) of the Fees (the “Conversion Fees”) into Common Stock, par value $0.001per share (“Common Stock”), of the Company;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge the parties agree as follows:

1.            Conversion Fees. The Company and Consultant hereby agree that Conversion Fees shall convert into 2,000,000 shares of Common Stock (“Conversion Shares”) to Consultant.

2.            Closing. At the Closing, the Company shall deliver the Conversion Shares.

3.            Further Assurances. In connection with the Conversion Fees, the Consultant, by entering into this Conversion Agreement, agrees to execute all agreements and other documents as reasonably requested by the Company.

4.            Investor Representations and Warranties and Covenants. The Consultant represents, warrants and covenants to the Company as follows:

a.  No Registration. Such Consultant understands that the Conversion Shares have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”) by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such Consultant’s representations as expressed herein or otherwise made pursuant hereto.

b.  Investment Intent. Such Consultant is acquiring the Conversion Shares for investment for his own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof, and such Consultant has no present intention of selling, granting any participation in, or otherwise distributing the same. Such Consultant further represents that it will not violate the Securities Act and does not have any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer or grant participation to such person or entity or to any third person or entity with respect to the Conversion Shares.

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c.  Investment Experience. Such Consultant has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company and acknowledges that such Consultant can protect its own interests. Such Consultant has such knowledge and experience in financial and business matters so that such Consultant is capable of evaluating the merits and risks of its investment in the Company.

d.  Speculative Nature of Investment.

Such Consultant understands and acknowledges that the Company has a limited financial and operating history and that an investment in the Company is highly speculative and involves substantial risks. Such Consultant can bear the economic risk of such Consultant’s investment and is able, without impairing such Consultant’s financial condition, to hold the Conversion Shares for an indefinite period of time and to suffer a complete loss of such Consultant’s investment.

e.  Accredited Investor. The Consultant is an “accredited investor’ within the meaning of Regulation D, Rule 50 1(a), promulgated by the Securities and Exchange Commission under the Securities Act and shall submit to the Company such further assurances of such status as may be reasonably requested by the Company.

f.   Rule 144. Such Consultant acknowledges that the Conversion Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. Such Consultant is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares subject to the satisfaction of certain conditions, including among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the number of shares being sold during any three-month period not exceeding specified limitations. Such Consultant acknowledges that, in the event all of the requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Conversion Shares such Consultant understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk.

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g.          Authorization.

i. Consultant has all requisite power and authority to execute and deliver this Conversion Agreement, and to carry out and perform its obligations under the terms hereof. All action on the part of the Consultant necessary for the authorization, execution, delivery and performance of this Conversion Agreement, and the performance of all of the Consultant’s obligations herein, has been taken.

ii. This Conversion Agreement, when executed and delivered by the Consultant, will constitute valid and legally binding obligations of the Consultant, enforceable in accordance with its terms except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity.

iii.  No consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or third person is required to be obtained by the Consultant in connection with the execution and delivery of this Conversion Agreement by the Consultant or the performance of the Consultant’s obligations hereunder.

j.  Brokers or Finders. Such Consultant has not engaged any brokers, finders or agents, and the Company has not, and will not, incur, directly or indirectly, as a result of any action taken by the Consultant, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Conversion Agreement and the transactions related hereto.

k.  Tax Advisors. Such Consultant has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Conversion Agreement. With respect to such matters, such Consultant relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Consultant understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Conversion Agreement.

l.  Legends. Such Consultant understands and agrees that the certificates evidencing the Conversion Shares and Interest Shares shall bear a legend in substantially the form as follows (in addition to any legend required by any other applicable agreement or under applicable state securities laws):

“THE SHARES REPRESENTED BY THIS CERTIFICATE

HAVE NOT BEEN REGISTERED UNDER THE SECURITIES

ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS

OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED,

ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND

UNTIL REGISTERED UNDER SUCH ACT AND/OR

APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE

COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR

OTHER EVIDENCE, REASONABLY SATISFACTORY TO

THE COMPANY AND ITS COUNSEL, THAT SUCH

REGISTRATION IS NOT REQUIRED.”

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereonto duly authorized as of the day and year first above written.

KESSELRING HOLDING CORPORATION:
By:	/s/ Joseph Silva
	Joseph Silva
	Chief Executive Officer

SOUTHTECH SOLUTIONS, INC.:
By:	/s/ Paul Hoffman
	Name: Paul Hoffman
	Title: CEO