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<SEC-DOCUMENT>0001165527-10-000003.txt : 20100219
<SEC-HEADER>0001165527-10-000003.hdr.sgml : 20100219

<ACCEPTANCE-DATETIME>20100104181029

<PRIVATE-TO-PUBLIC>

ACCESSION NUMBER:		0001165527-10-000003

CONFORMED SUBMISSION TYPE:	8-K/A

PUBLIC DOCUMENT COUNT:		3

CONFORMED PERIOD OF REPORT:	20091224

ITEM INFORMATION:		Changes in Registrant's Certifying Accountant

ITEM INFORMATION:		Financial Statements and Exhibits

FILED AS OF DATE:		20100105

DATE AS OF CHANGE:		20100105


FILER:


	COMPANY DATA:	

		COMPANY CONFORMED NAME:			Kesselring Holding Corporation.

		CENTRAL INDEX KEY:			0001374881

		STANDARD INDUSTRIAL CLASSIFICATION:	GENERAL BUILDING CONTRACTORS - NONRESIDENTIAL BUILDINGS [1540]

		IRS NUMBER:				204838580

		FISCAL YEAR END:			0930



	FILING VALUES:

		FORM TYPE:		8-K/A

		SEC ACT:		1934 Act

		SEC FILE NUMBER:	000-52375

		FILM NUMBER:		10503548



	BUSINESS ADDRESS:	

		STREET 1:		602 WEST VALLEY MALL BLVD

		CITY:			UNION GAP

		STATE:			WA

		ZIP:			98901

		BUSINESS PHONE:		509-453-4683



	MAIL ADDRESS:	

		STREET 1:		602 WEST VALLEY MALL BLVD

		CITY:			UNION GAP

		STATE:			WA

		ZIP:			98901



	FORMER COMPANY:	

		FORMER CONFORMED NAME:	OFFLINE CONSULTING INC

		DATE OF NAME CHANGE:	20060907



</SEC-HEADER>

<DOCUMENT>
<TYPE>8-K/A
<SEQUENCE>1
<FILENAME>g3755.txt
<DESCRIPTION>AMENDMENT 1 TO FORM 8-K
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 8-K/A

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): December 24, 2009


                         KESSELRING HOLDING CORPORATION
             (Exact name of registrant as specified in its charter)

         Delaware                     000-52375                20-4838580
(State or other jurisdiction         (Commission              (IRS Employer
     of incorporation)               File Number)         Identification Number)

602 West Valley Mall Blvd., Union Gap, WA                         98903
(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 Instruction 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 communication pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communication pursuant to Rule 13c-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))
<PAGE>
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

     On December 24, 2009, Kesselring Holding Corporation  ("Company") dismissed
its independent  registered public accounting firm, KBL, LLP ("Former Auditor").
The Former  Auditor  never  issued any  reports  on the  Company's  consolidated
financial statements,  as the Former Auditor was engaged on January 27, 2009, as
the Company's independent registered public accounting firm, but never conducted
an audit of the Company's consolidated financial statements.

     The  Company  does not  have an  audit  committee.  However,  the  board of
directors  approved the dismissal of the Former  Auditor and notified the Former
Auditor of its dismissal on December 24, 2009.

     The  Former  Auditor  was not  engaged  by the  Company  as it  independent
registered  public  accounting  firm until January 27, 2009.  The Company's most
recent fiscal year ended on September 30, 2009.  The Former  Auditor's  work for
the Company  between  January 27, 2009 (date of its engagement) and December 24,
2009 (date of its  dismissal)  was  confined  to review of  quarterly  financial
information  (unaudited) in connection  with the Company's Form 10-Q reports for
the first three quarters of the September 30, 2009 fiscal year.

     From January 27, 2009,  until  December 24, 2009,  the Company did not have
any disagreements with the Former Auditor on any matter of accounting principles
or practices,  financial  statement  disclosure or auditing  scope or procedure,
which  disagreements,  if not resolved to the satisfaction of the Former Auditor
would have caused it to make reference to the subject matter of the disagreement
in connection  with its report,  had the Former Auditor  actually  issued such a
report.

     From January 27, 2009,  until December 24, 2009, the Former  Accountant did
not advise the Company of any of the following:

     A.   That the  internal  controls  necessary  for the  Company  to  develop
          reliable financial statements did not exist;

     B.   That information had come to the Former  Auditor's  attention that had
          led it to no longer be able to rely on  management's  representations,
          or that had made it  unwilling  to be  associated  with the  financial
          statements prepared by management;

     C.   (1)That the Former Auditor needed to expand significantly the scope of
          its  audit,  or that  information  had  come to the  Former  Auditor's
          attention that if further  investigated may: (i) materially impact the
          fairness or reliability of either a previously  issued audit report or
          the underlying financial statements;  or (ii) the financial statements
          issued or to be issued covering the fiscal period(s) subsequent to the
          date of the most  recent  financial  statements  covered  by the audit
          report  (including  information  that  would  have  prevented  it from
          rendering an unqualified audit report on those financial  statements);
          or  (iii)  cause  it  to  be   unwilling   to  rely  on   management's
          representations   or  be  associated  with  the  Company's   financial
          statements;  and (2) due to the Former  Auditor's  resignation (due to

                                       2
<PAGE>
          audit scope  limitations or otherwise) or dismissal,  or for any other
          reason,  the  accountant  did not so expand  the scope of its audit or
          conduct such further investigation; or

     D.   That  information has come to the Former  Auditor's  attention that it
          had  concluded  materially  impacted the fairness and  reliability  of
          either:  (i) a  previously  issued  audit  report  or  the  underlying
          financial  statements or (ii) the financial statements issued or to be
          issued  covering the fiscal period  subsequent to the date of the most
          recent  financial  statements  covered by an audit  report  (including
          information   that,   unless   resolved   to  the   Former   Auditor's
          satisfaction,  would prevent it from  rendering an  unqualified  audit
          report on those financial  statements,  except as indicated above) and
          (2)  the  issue  has  not  been  resolved  to  the  Former   Auditor's
          satisfaction prior to its termination.

     The Company  provided the Former Auditor with a copy of the disclosures set
forth in this Current  Report on Form 8-K/A and  requested  that Former  Auditor
furnish the Company with a letter addressed to the U.S.  Securities and Exchange
Commission  stating  whether it agrees with the  statements  made by the Company
herein.  A copy of the letter  from the Former  Auditor  is  attached  hereto as
Exhibit 16.1.

ITEM 9.01 EXHIBITS

     (d) Exhibits:

         16.1  Letter from KBL, LLP

                                   SIGNATURES

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

DATED: December 30, 2009

                                       KESSELRING HOLDING CORPORATION


                                       By: /s/ Gary E. King
                                           -------------------------------------
                                           Gary E. King
                                           President and Chief Executive Officer


                                       3
<PAGE>
                                 EXHIBITS INDEX

     Exhibit Number             Description of Exhibit
     --------------             ----------------------

         16.1                    Letter from KBL, LLP
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-16.1
<SEQUENCE>3
<FILENAME>ex16-1.txt
<DESCRIPTION>LETTER FROM FORMER ACCOUNTANT
<TEXT>
                                                                    Exhibit 16.1

                                [KBL, LLP LOGO]
           201 E. Kennedy Boulevard, Suite 1111, Tampa, Florida 33602
                    Office: (813)227-9100 Fax: (813)227-8866


January 4, 2010


Office of the Chief Accountant
PCAOB Letter File
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-6561

Ladies and Gentlemen:

We have read Item 4.01 of Form 8-K/A dated December 30, 2009 of Kesselring
Holding Corporation, and are in agreement with the statements contained therein.

Respectfully,


/s/ KBL, LLP
- ----------------------
KBL, LLP
Tampa, Florida
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>4
<FILENAME>filename4.txt
<TEXT>
                         Kesselring Holding Corporation
                           602 West Valley Mall Blvd.
                           Union Gap, Washington 98903
                                 (509) 453-4683


                                January 4, 2010


Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, NE
Washington, D.C. 20549

Attention: Ms. Melinda Hooker
           Staff Accountant
           Division of Corporation Finance

Re: Kesselring Holding Corp.
    Form 8-K
    Filed on December 29, 2009
    File No. 0-52375

Dear Ms. Hooker,

     This letter is in response to your letter to me of December 29, 2009,
regarding the above referenced matter ("Comment Letter"). Kesselring Holding
Corporation will be filing an amendment to the referenced Form 8-K ("Form
8-K/A") later today.

     The Form 8-K/A will contain a disclosure in response to your Comment No.1
that the Board of Directors approved the dismissal of KBL, LLP. The Form 8-K/A
will also contain disclosures requested in your Comments No. 2 and 3; however,
since KBL, LLP was not engaged until January 27, 2009, we have limited the
requested disclosures to the period of time from January 27, 2009, to December
24, 2009, when KBL, LLP was our independent registered public accounting firm.

     In response to your Comment No. 4, we will attach a letter from KBL, LLP as
Exhibit 16.1 to the Form 8-K/A stating that the former accountant agrees with
the statements made in the Form 8-K/A.

     In response to your Comment No. 5, when we engage a new accountant, we will
report the engagement in a new form 8-K and comply with the requirements of Item
304(a)(2) of Regulation S-K and we will disclose any consultations with the new
accountant up through the date of engagement.
<PAGE>
     I hereby acknowledge that:

     *    The Company is responsible for the adequacy and accuracy of the
          disclosure in the filing;

     *    Staff comments or changes to disclosure in response to staff comments
          in the filings reviewed by the staff do not foreclose the Commission
          from taking any action with respect to the filing; and

     *    The Company may not assert staff comments as a defense in any
          proceeding initiated by the Commission or any person under the federal
          securities laws of the United States.

Sincerely,



By: /s/ Gary E. King
   ------------------------------
   Gary E. King
   President
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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