UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14C INFORMATION

INFORMATION STATEMENT PURSUANT TO SECTION 14C OF THE
SECURITIES EXCHANGE ACT OF 1934

[X] Filed by the Registrant [ ] Filed by a Party other than the Registrant

Check the appropriate box:
[ ] Preliminary Information Statement
[X] Definitive Information Statement Only
[ ] Confidential, for Use of the Commission (as permitted by Rule 14c)

KESSELRING HOLDING CORPORATION
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(Name of Registrant as Specified In Its Charter)

Name of Person(s) Filing Information Statement, if other than Registrant:

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Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14C-5(g) and 0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount of which the filing fee is
calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------
(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a) (2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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INFORMATION STATEMENT
PURSUANT TO SECTION 14
OF THE SECURITIES EXCHANGE ACT OF 1934
AND REGULATION 14C AND SCHEDULE 14C THEREUNDER

WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY

This information statement is being provided to the shareholders of
Kesselring Holding Corporation ("Company") in connection with certain actions to
be taken by the written consent of shareholders holding a majority of the
outstanding voting stock of the Company, dated as of November 16, 2009 ("Record
Date"). The actions to be taken pursuant to the written consent shall be taken
on or about January 12, 2010, twenty (20) days after the mailing of this
information statement.

THIS IS NOT A NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS AND NO SHAREHOLDER
MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED HEREIN.

By: /s/ Gary E. King
------------------------------
Gary E. King
President

December 22, 2009

NOTICE OF ACTION TO BE TAKEN PURSUANT TO THE WRITTEN CONSENT OF
SHAREHOLDERS HOLDING A MAJORITY OF THE OUTSTANDING VOTING STOCK IN
LIEU OF A SPECIAL MEETING AND ANNUAL MEETING OF THE SHAREHOLDERS,
DATED NOVEMBER 16, 2009

To All Shareholders:

NOTICE IS HEREBY GIVEN that the removal of the Company's entire board of
directors, including, but not limited to, Virgil L. Sandifer, and the election
of three new directors to serve for one year or until their successors are duly
elected, will be taken pursuant to written consent of shareholders holding a
majority of the outstanding voting stock of the Company ("Majority
Shareholders"), dated as of November 16, 2009, in lieu of a special and annual
meeting of the shareholders. Such action will be taken on or about January 12,
2010.

OUTSTANDING SHARES AND VOTING RIGHTS

As of the Record Date, the Company's authorized capitalization consisted of
200,000,000 shares of Common Stock, of which 36,046,321 shares were issued and
outstanding. Holders of Common Stock of the Company have no preemptive rights to
acquire or subscribe to any of the additional shares of Common Stock.

Each share of Common Stock entitles its holder to one vote on each matter
submitted to the shareholders for a vote. However, since shareholders holding at
least a majority 53% of the voting rights of all outstanding shares of Common
Stock as of November 16, 2009, have, by their written consent, voted in favor of
the removal of the Company's entire board of directors, including, but not
limited to, Virgil L. Sandifer, and the election of three (3) new directors to
serve for one year or until their successors are duly elected, no other
shareholder votes or consents will be solicited or considered in connection with
this Information Statement.

While the above actions have been approved by a majority of our outstanding
shares in accordance with Delaware General Corporation Law, the rules of the
Securities and Exchange Commission provide that the above actions cannot take
effect until at least 20 days after this Information Statement has first been
sent to our shareholders. We anticipate that the actions contemplated hereby
will be effected on or about the close of business on January 12, 2010.

The entire cost of furnishing this Information Statement will be borne by
the consenting shareholders. We will request brokerage houses, nominees,
custodians, fiduciaries and other similar persons to forward this Information
Statement to the beneficial owners of the Company's voting securities and we
will reimburse such persons for out-of-pocket expenses incurred in forwarding
such material.

This Information Statement will serve as written notice to shareholders
pursuant to Section 222 of the Delaware General Corporation Law.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY

BACKGROUND INFORMATION

a. Kesselring Holding Corporation ("Holding") was organized as a Delaware
corporation on April 1, 2006. On May 18, 2007, Holding acquired Kesselring
Corporation, a Florida corporation ("Kesselring Florida") pursuant to a Share
Exchange Agreement in a reverse merger transaction. As a result of the reverse
merger transaction, the shareholders of Kesselring Florida ended up with the
majority of Holding's outstanding voting common stock.

b. On July 1, 2006, Kesselring Florida acquired King Brothers Woodworking, Inc.
("King Bros."). The only real operating business controlled by Holding is King
Bros. King Bros. has been in business since it was founded in 1948. King Bros.
has approximately 30 employees and has a great reputation with its customers,
suppliers and employees and with the citizens of Yakima, Washington.

c. Up until November 16, 2009, Holding had only a couple of employees, Joseph A.
Silva and Virgil Sandifer, yet Holding had an insatiable appetite for cash and
has been taking hundreds of thousands of dollars from King Bros. and using a lot
of that money for the personal benefit of Mr. Silva and Holding's management. In
fact, since September 2009, $172,000 of King Bros. money has been transferred to
Holding (at Mr. Silva's insistence, and earlier to that at the insistence of the
prior CEO of Holding, Charles Rockwood). Since King Bros. was acquired by
Holding, Holding has taken more than $3.7 million from King Bros. and we have
nothing to show for it, but a significant amount of unpaid debt. King Bros.
employees have been repeatedly told by Holding's attorney, Stephen Fleming, that
they would be terminated if the funds were not sent to Holding. Mr. Sandifer has
been threatened many times that if he didn't send King Bros. money to Holding
that he would be sued by Holding.

d. As stated above, King Bros. is a wholly owned subsidiary of Kesselring
Florida, which is the only shareholder of King Bros. King Bros. has no direct
relationship with Holding and is not contractually bound to pay any King Bros.
monies to Holding, yet Mr. Silva and attorney Fleming have repeatedly
intimidated Holding's only director, Virgil Sandifer, and certain King Bros.
employees with threats of termination and lawsuits if they didn't "play ball"
with the people running Holding.

e. By late October 2009, Curtis King, Gary E. King and certain employees of King
Bros. were fed up with Holding's raiding of King Bros. cash. When Holding
insisted that a bunch of money be transferred to Holding on November 1, 2009,
Gary E. King, the President of King Bros., told Holding's management that King
Bros. would not be sending them any more money. Curtis King and Gary E. King
also felt that Virgil Sandifer needed to be removed from his seat on the board
of directors of Holding and that Mr. Silva needed to be fired. On or about
November 9, 2009, Gary E. King began contacting a few Holding shareholders,
mostly members of his family and Don Craig, who works at King Bros., in an
effort to obtain written consents from holders of a majority of the issued and
outstanding shares of Holding's common stock ("Majority Shareholders") to remove

Messrs. Sandifer and Silva from their offices and directorships, electing Greg
Aff, Gary E. King and Teddy B. Sparling as directors on Holding's board of
directors. Gary E. King personally solicited and obtained written consents from
the following shareholders:

Don Craig 500,409 shares
Teresita Craig (Don Craig's wife) 2,102,379 shares
Kenneth & Rose Marie Craig 2,451,521 shares
(Don and Teresita Craig's son and Daughter-in-law)
Erin Craig
(Daughter of Kenneth and Rose Craig) 700,409 shares
Curtis P. & Lois A. King
(Gary King's brother and sister-in-law) 2,965,000 shares
Nicola A. O'Sullivan
Trustee of The Nicola A. O'Sullivan Trust 2,257,379 shares
Teddy B. and Lisa Sparling 1,719,668 shares

Total Solicited Shares 12,696,765 shares

In addition, while Gary E. King was calling shareholders to obtain their
consents and talking with Don Craig, who works in his office, Greg Aff, who is
the General Manager of King Door and Hardware, and Candace Broadfoot, who is the
Controller and Principal Accounting Officer of King Bros. and Holding, overheard
Gary E. King's conversations and volunteered to give their consents to the
actions the Majority Shareholders were taking. Neither Greg Aff nor Candace
Broadfoot was actually solicited by Gary E. King. In fact, their votes were not
even necessary for the Majority Shareholders to have a majority. However, since
they both work at the company, they knew exactly what Messrs. Sandifer and Silva
were doing with King Bros. money and wanted it to stop. So their names and
signatures were added to the written consent. Their share ownership is as
follows:

Greg & Deena Aff 40,000 shares
John & Candace Broadfoot 10,000 shares
(Ms. Broadfoot is the Controller and
Principal Accountant for Holding and King Bros.)

Over the Thanksgiving holiday, a couple of other shareholders asked Don
Craig if they could join in the written consent because they had seen a Form 8-K
filed by Holding discussing the pending litigation, so Gary E. King accepted
their signatures on the written consent on an unsolicited basis. Their share
ownership is as follows:

Justin Craig (Son of Kenneth and Rose Craig) 700,409 shares
Lawrence D. & Arlene Wilder 197,333 shares

When you add the Total Solicited Shares of 12,696,765 to the 5,725,278
shares held by Gary E. King and add in the shares for the Affs, the Broadfoots,
the Wilders and Justin Craig, the total shares consenting to the removal of the
old board and election of the new board is 19,369,785 or over 53 % of Holding's
36,046,321 total outstanding shares.

f. On November 13, 2009, a small number of Holding's shareholders ("Shareholder
Plaintiffs") met at the law offices of Larson Berg & Perkins PLLC in Yakima.
Another attorney for the Shareholder Plaintiff, David E. Wise, Esq., attended a
portion of that meeting via conference telephone call. The Shareholder
Plaintiffs felt like they needed to prevent Holding from further wasting of the
King Bros. assets and prevent Holding from issuing additional shares of Holding
common stock in order to dilute the ownership of the Majority Shareholders, a
plan was devised to simultaneously file a Schedule 14C Information Statement
with the Securities and Exchange Commission ("SEC") and file a stockholders'
derivative action in federal court seeking injunctive relief in the form of a
temporary restraining order and a temporary injunction against Holding, Mr.
Sandifer and Mr. Silva, ET AL ("Complaint").

g. Within an hour of the conclusion of the foregoing meeting, Candace Broadfoot,
the Controller for King Bros., received a call from Banner Bank advising her
that Mr. Silva had flown all the way from Florida and was trying to change the
signature authority on the King Bros. bank accounts and take the money back to
Florida. Attorneys from Larson Berg & Perkins went to Banner Bank and contested
Mr. Silva's authority to do anything with the bank accounts, resulting in the
bank placing a hold on the accounts.

h. On November 16, 2009, Mr. Silva arrived at the King Bros. facilities and
attempted to terminate several employees. That afternoon, the Plaintiff
Shareholders filed the Complaint in the United States District Court, Eastern
District of Washington ("Federal Court") in a case styled Bradley I. King, et
al., Plaintiffs, v. Kesselring Holding Corporation, a Delaware corporation, et
al., Case No. CV-09-3110-EFS. ("Federal Case"). On November 24, 2009, the
Federal Court Judge entered a temporary restraining order against Holding,
Messrs. Sandifer and Silva and in favor of the plaintiff shareholders. The
Federal Court Judge told the parties to maintain the status quo, that the funds
at Banner Bank could not be used by Holding and that no stock was to be issued
by Holding.

i. On November 20, 2009 (just three days after the complaint was filed and the
judge told the parties not to do anything to change the status quo and told
Holding not to issue any more stock) Holding filed a Form 8-K Current Report
with the SEC stating that Holding had entered into a conversion agreement with
Southtech Solutions, Inc. and Holding issued 2,000,000 shares of common stock to
such creditor in return for cancelling a mere $20,000 in debt. All this was done
to dilute the ownership of the Majority Shareholders and obviously irritated the
Federal Court Judge who granted the request for a temporary restraining order;
and

j. On December 16, 2009, the Federal Court ruled that the Plaintiff Shareholders
held a majority of Holding shares; that Plaintiff Shareholders' actions on
November 16, 2009 were proper and did not violated any SEC regulations; they
validly voted out Messrs. Silva and Sandifer from their positions with Holding
and replaced them with the new board members and officers; and that because Mr.
Silva lacked authority to issue the 2,000,000 shares of Holding stock to
Southtech Solutions, Inc. on November 20, 2009, the issuance of those shares was
invalid. The Court issued an Order granting the plaintiffs a temporary
injunction against the defendants prohibiting them from taking or attempting to
take the following actions with respect to a ) issuing additional stock; b )
hiring or terminating any board members and/or officers of Holding; c ) hiring
or terminating any employees, contractors, board members and/or officers of King
Bros.; d ) changing any banking arrangements involving Holding; e ) changing any
banking arrangements involving King Bros.; f ) signing or renegotiating
contracts; g) seizing funds held in any bank account of King Bros.; h ) seizing
or exerting control over any payments received or to be received by King Bros.;
i ) issuing any payment to Searchlight, Inc.; j) declaring or issuing any
dividends; and/or k ) engaging in any other drastic or material change that
would or could affect the operation of Kesselring Florida or King Bros. Holding
intends to vigorously prosecute the Federal Case and seek monetary damages from
Mr. Silva and the other defendants.

LEGAL AUTHORITY FOR ABOVE ACTIONS:

Holding is a corporation organized under the laws of the State of Delaware.
Section 141(k) of the Delaware General Corporation Law ("DGCL") states that:

"Any director or the entire board of directors may be removed, with or without
cause, by the holders of a majority of the shares then entitled to vote at an
election of directors...."

Section 228 of the DGCL permits shareholders to take action by their
written consents and states as follows:

"Unless otherwise provided in the certificate of incorporation, any action
required to be taken by this chapter to be taken at any annual or special
meeting of stockholders of a corporation or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in this State, its principal place of business
or an officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to a
corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested."

Holding's Certificate of Incorporation and amendments thereto do not
mention or restrict written consents of shareholders. Article 8 of Holding's
Bylaws specifically authorizes written consents of shareholders and states as
follows:

"Except as any provision of the General Corporation law may otherwise require,
any action required by the General Corporation law to be taken at any annual or
special meeting of stockholders, or any action which may be taken at any annual
or special meeting of stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting ...."

Article 7 of Holding's Bylaws states in pertinent part as follows:

"Each share of stock shall entitle the holder thereof to one vote. Directors
shall be elected by a plurality of the votes of the shares present or
represented by proxy at the meeting and entitled to vote on the election of
directors."

CONCLUSION

Based on the facts, Holding's board of directors believes that Holding's
shareholders were legally authorized to take action by their written consent,
that such shareholders owned at least a plurality of the votes that could have
been cast at any annual or special meeting of Holding's shareholders, the
shareholders effectively removed Virgil Sandifer from Holding's board of
directors and elected Messrs. Greg N. Aff, Gary E. King and Teddy B. Sparling to
Holding's board of directors. This conclusion is further supported by the
Federal Court's December 16, 2009 ruling.

Holding's board of directors believes that the solicitations of shareholder
consents did not require a proxy statement pursuant to Section 14(a) of the
Securities Exchange Act of 1934 because no more than ten shareholders were
solicited and such solicitation was exempt under Rule 14a-2 which states that
Rule 14a-3 (proxy solicitation rule) does not apply to solicitations made
otherwise than on behalf of the registrant where the total number of persons
solicited is not more than ten.

Holding's board of directors believes that Messrs. Greg Aff, Gary E. King
and Teddy B. Sparling have been duly elected to Holding's board of directors and
that Gary E. King has been duly appointed to the offices of President and Chief
Executive Officer of Holding and that the board is authorized and obligated
pursuant to the requirement in Exchange Act Rule 14c-2 to make this Schedule 14C
filing on behalf of Holding.

REMOVAL OF THE COMPANY'S ENTIRE BOARD OF DIRECTORS, INCLUDING,
BUT NOT LIMITED TO, VIRGIL L. SANDIFER

On November 16, 2009, the Majority Shareholders of the Company executed a
written consent of shareholders in accordance with Delaware General Corporation
Law to remove the Company's entire board of directors, including, but not
limited to, Virgil L. Sandifer.

ELECTION OF THREE NEW DIRECTORS

Following the removal of the Company's entire board of directors,
including, but not limited to, Virgil L. Sandifer, the Company will have no
directors. On November 16, 2009, the Majority Shareholders executed a written
consent in accordance with Delaware General Corporation Law to elect Greg N.
Aff, Gary E. King and Teddy B. Sparling, Jr. as directors of the Company to
serve for one year or until their successors are duly elected, effective
immediately after the above described removal of the entire board of directors
of the Company, including, but not limited to, Virgil L. Sandifer.

The following information relates to our current directors and executive
officers:

DIRECTORS AND EXECUTIVE OFFICERS

Our executive officers are elected by the board of directors and serve at
the discretion of the board. All of the current directors serve until the next
annual shareholders' meeting or until their successors have been duly elected
and qualified. The following table sets forth certain information regarding our
current directors and executive officers:

Name Age Position Director Since
- ---- --- -------- --------------
Gary E. King 69 President, Chief Executive November 16, 2009
Officer, and Director

Greg N. Aff 44 Director November 16, 2009

Teddy B. Sparling 46 Director November 16, 2009

Certain biographical information of our directors and officers is set forth
below.

GARY E. KING. Mr. King was elected to the offices of President, Chief
Executive Officer and Director of the Company on November 16, 2009. From 2007
until the present day, Mr. King has served as the President and a Director of
King Brothers Woodworking, Inc. ("King Bros."). From 1977 to 2007, Mr. King
co-managed King Bros. where he handled financial and operational control of King
Bros. From 1997 until 2007, Mr. King co-managed King Door and Hardware, Inc., a
company founded by Mr. King and his brother, Curtis P. King. From 2007 until the
present day, Mr. King has served as the President of King Door and Hardware,
Inc. King Door and Hardware is a Division of King Bros. and King Bros. is a
wholly owned subsidiary of Kesselring Corporation, Inc. Kesselring Corporation,
Inc. is a wholly owned subsidiary of Kesselring Holding Co. Mr. King holds both
a BS degree in Physics and an MBA degree from the University of Washington in

Seattle, Washington. He currently serves as Treasurer on the Governing Board of
Northwest University in Kirkland, Washington, which he joined in 1985.

GREG N. AFF. Mr. Aff was elected as a Director of the Company on November
16, 2009. From May 2007 until the present day, Mr. Aff has held the position of
General Manager of King Door and Hardware, a Division of King Bros. Mr. Aff is
also the Chairman of the Management Advisory Committee of King Bros. From 1990
until May 2007, Mr. Aff held the position of Senior Contract Sales
Representative for JDS Incorporated. He has written specifications for
architects and has provided commercial building products for schools, hospitals,
universities and office buildings.

TEDDY B. SPARLING. Mr. Sparling was elected as a Director of the Company on
November 16, 2009. Mr. Sparling was the owner and President of TBS Constructors,
Inc. from 1989 until March 2005, when TBS Constructors was acquired by
Kesselring Corporation. From March 2005 until October 2007, Mr. Sparling worked
for Kesselring Corporation. Since he left Kesselring Corporation, he has served
as President of Gulf & Bay Constructors, Inc. and since November 2008, he has
served as President of Florida Fuel Solutions, LLC (a company focused on
renewable fuels). Mr. Sparling has been a Licensed Florida Building Contractor
since 1989.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

During the past five years, no present director, executive officer or
person nominated to become a director or an executive officer of the Company:

(1) had a petition under the federal bankruptcy laws or any state
insolvency law filed by or against, or a receiver, fiscal agent or
similar officer appointed by a court for the business or property of
such person, or any partnership in which he was a general partner at
or within two years before the time of such filing, or any corporation
or business association of which he was an executive officer at or
within two years before the time of such filing;

(2) was convicted in a criminal proceeding or subject to a pending
criminal proceeding (excluding traffic violations and other minor
offenses);

(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining him from or
otherwise limiting his involvement in any of the following activities:

(i) acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, any other person regulated by the
Commodity Futures Trading Commission, or an associated person of

any of the foregoing, or as an investment adviser, underwriter,
broker or dealer in securities, or as an affiliated person,
director or employee of any investment company, bank, savings and
loan association or insurance company, or engaging in or
continuing any conduct or practice in connection with such
activity;

(ii) engaging in any type of business practice; or

(iii) engaging in any activity in connection with the purchase or sale
of any security or commodity or in connection with any violation
of federal or state securities laws or federal commodities laws;
or

(4) was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of an federal or state authority
barring, suspending or otherwise limiting for more than 60 days the
right of such person to engage in any activity described in paragraph
(3) (i), above, or to be associated with persons engaged in any such
activity; or

(5) was found by a court of competent jurisdiction (in a civil action),
the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or
commodities law, and for which the judgment has not been reversed,
suspended or vacated.

DIRECTORSHIPS

No Director of the Company or person nominated or chosen to become a
Director holds any other directorship in any company with a class of securities
registered pursuant to Section 12 of the 1934 Act or subject to the requirements
of Section 15(d) of such Act or any other company registered as an investment
company under the Investment Company Act of 1940.

ADDITIONAL MANAGEMENT CHANGES

Our board of directors intends to appoint additional officers and possibly
add additional board members in the future. However, no such persons have been
identified and no formal plans have been developed to recruit and appoint such
additional officers and directors at this time.

COMMITTEES OF THE BOARD OF DIRECTORS

We do not currently have an audit or compensation committee. However, our
board of directors intends to attempt to recruit additional persons to serve on

our board of directors and, if enough independent directors join our board, then
we will constitute audit and compensation committees at such time.

EMPLOYMENT AGREEMENTS AND OTHER COMPENSATION PLANS

We do not have any employment agreements. For the fiscal year ended
September 30, 2009, Gary E. King received total compensation of $132,772 in his
capacity as President of King Brothers Woodworking, Inc. and Greg Aff received
total compensation of $85,297 in his capacity as Manager of King Door and
Hardware, a division of King Brothers Woodworking, Inc.

OTHER

There are no arrangements or understandings between any of our directors
and any other persons pursuant to which any of our directors was selected as a
director. None of our newly elected directors currently serves on any committee
of our board of directors or is expected to serve on any such committee in the
near future. However, if and when committees are constituted, one or more of our
directors may serve on one or more such committees.

SHAREHOLDERS SHARING AN ADDRESS

We will deliver only one Information Statement to multiple shareholders
sharing an address unless we receive contrary instructions from one or more of
the shareholders. We undertake to deliver promptly, upon written or oral
request, a separate copy of the Information Statement to a shareholder at a
shared address to which we have delivered a single copy of the Information
Statement. A shareholder may notify the consenting shareholders that the
shareholder desires to receive a separate copy of the Information Statement by
contacting Mr. Gary E. King by telephone at (509) 453-4683.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED SHAREHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table (based on information contained in the Company's most
recently filed Form 10-K Annual Report and other documents filed by the Company,
its officers, directors and persons who own more than 5% of the Company's voting
securities) sets forth security ownership information as of November 16, 2009,
with respect to the beneficial ownership of the outstanding Common Stock by (i)
any holder of more than five percent (5%) of the Company's Common Stock; (ii)
each of the Company's officers and directors; (iii) the newly elected directors;
and (iv) all officers and directors as a group. We assume that each of the
shareholders listed below has sole voting and investment power over the shares
beneficially owned. The removed director, Virgil Lee Sandifer, is the beneficial
owner of 779,342 shares of Common Stock.

Amount and
Nature of
Name of Beneficial Owner Title Of Class Beneficial Owner Percent of Class
- ------------------------ -------------- ---------------- ----------------

Greg Aff (1) Common Stock 40,000 Less than 1%

Charles B. Rockwood Common Stock 2,000,000 5.55%

Kenneth Craig Common Stock 3,852,339 (2) 10.69%

Gary and Margaret King (1) Common Stock 5,725,278 15.88%

Clifford H. Wildes Common Stock 3,338,696 (3) 9.26%

Teddy B. Sparling (1) Common Stock 1,719,668 4.77%

Nicole O'Sullivan Common Stock 2,257,379 (4) 6.26%

Curtis and Lois King Common Stock 2,965,000 8.23%

Vision Capital Advisors, LLC Common Stock 3,977,945 (5) 9.94%
(Adam Benewitz)
20 West 5th Street, 5th Floor
New York, New York 10019

All officers and directors as
a group (3) Common Stock 7,484,946 20.76%

- ----------
(1) Messrs. Greg Aff, Gary King and Teddy Sparling are the newly elected
Directors of the Company.
(2) Includes 2,101,277 shares of Common Stock held by Mr. Craig's wife and
children.
(3) Includes 1,600,000 shares of Common Stock held by Mr. Wildes' wife.
(4) Represents shares of Common Stock held by the Nicole O'Sullivan Trust.
(5) Based on Form 13G/A filed on February 12, 2009.

DISSENTERS' RIGHTS OF APPRAISAL

The Delaware General Corporation Law does not provide for dissenters' or
appraisal rights in connection with the removal of the Company's directors or
the election of new directors.

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS ACTED UPON

Aside from opposition from the removed officer and director in the ongoing
Federal Court Case, our board of directors is not aware of any substantial
interest, direct or indirect, by security holdings or otherwise, of any persons
in any matter acted upon

ADDITIONAL INFORMATION

The Company is subject to the information requirements of the Securities
Exchange Act of 1934, and in accordance therewith, files reports, proxy
statements, information statements and other information, including annual and
quarterly reports on Form 10-K and Form 10-Q with the Securities and Exchange
Commission ("SEC"). Reports and other information filed by the Company can be
inspected and copied at the public reference facilities maintained by the SEC at
100 F Street, N.E., Washington, DC 20549. Copies of such material can be
obtained upon written request addressed to the SEC, Public Reference Section,
450 Fifth Street, N.W., Washington, DC 20549, at prescribed rates. You may
obtain information on the operation of the SEC's Public Reference Room by
calling the SEC at (800) SEC-0330. The SEC also maintains a web site on the

Internet (http://www.sec.gov) where reports, proxy and information statements
and other information regarding issuers that file electronically with the SEC
may be obtained free of charge.

CONCLUSION

As a matter of regulatory compliance, we are sending you this information
statement that describes the purpose and effect of the above actions. Your
consent to the above action is not required and is not being solicited in
connection with these actions. This information statement is intended to provide
our fellow shareholders information required by the rules and regulations of the
Securities Exchange Act of 1934.

WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THIS INFORMATION STATEMENT IS FOR INFORMATIONAL PURPOSES ONLY.

BY ORDER OF THE BOARD OF DIRECTORS

Gary King
President December 22, 2009