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))
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
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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
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EXHIBITS INDEX
Exhibit Number Description of Exhibit
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16.1 Letter from KBL, LLP