SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 3, 2010
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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING
Due to the actions of our prior management in dissipating a major portion
of our cash reserves and the failure of our prior management to have our books
audited for 2009, we were unable to complete the audit of our fiscal year ended
September 30, 2009, and, therefore, we were unable to timely file our Annual
Report on Form 10-K for the Fiscal Year Ended September 30, 2009. Although we
have not received any notice from the OTC Bulletin Board, as a consequence of
our not timely filing such Form 10-K, our common stock will cease to be quoted
on the OTC Bulletin Board in the next few days and will be quoted on the Pink
OTC Markets at pink sheets.com.
Our management will use its best efforts to comply with the disclosure and
filing requirements of the Securities Exchange Act of 1934 sometime in the
future, if and when we have the financial resources to pay the costs associated
therewith.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
On January 3, 2010, a special meeting of the Company's board of directors
appointed (effective January 1, 2010) the following persons to the executive
offices indicated below:
Name Position
---- --------
Kenneth Craig Chief Executive Officer
Donald Craig Chief Operating Officer
Candace Broadfoot Chief Financial Officer
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, of King Brothers
Woodworking, Inc. and
Director of the Company
Greg N. Aff 44 Director of the Company November 16, 2009
Teddy B. Sparling 46 Director of the Company November 16, 2009
Kenneth Craig 55 Chief Executive Officer --
Donald Craig 73 Chief Operating Officer --
Candace Broadfoot 62 Chief Financial Officer --
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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. On January
3, 2010, he resigned from the offices of President and Executive Officer of the
Company, but is still on the Company's board of directors. 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.
KENNETH CRAIG. Kenneth Craig has over 25 years of executive management
experience in private and public companies. The Board has reached an agreement
with him to return to Kesselring Holding Corporation in the position of CEO
beginning on January 1, 2010. From December 2001 to May 2005, he held positions
of CEO, CFO and Board Member of Morgan Beaumont, Inc., a publicly-traded company
that is a premier provider of Stored Value and Prepaid Card Solutions. His
responsibilities included operations and interfacing with investors, attorneys,
auditors and the SEC. From June 2005 until December 2006, he worked as a
consultant for several companies including Kesselring Corporation. In January
2007, he assumed the position of CEO of Kesselring Corporation and continued as
CEO in Kesselring Holding Corporation until he resigned in August of 2007. Upon
the Board's request he took the position of CEO of Kesselring Holding
Corporation in February 2008, and continued until he resigned in April of 2009.
He has worked as a consultant for Secure Cash Network, Inc. from May 2009,
through December 31, 2010.
DONALD CRAIG. Donald Craig, COO of Kesselring Holding Corporation, has more
than 50 years of experience in the industries of wood products, general
contracting, real estate development, engineering, mortgage banking, textiles,
petroleum and various other interests. He has successfully developed businesses
in numerous states in the U.S.A., as well as in several foreign countries.
Clients for whom he has performed services include Ford Motor Company, General
Motors, Combustion Engineering, numerous universities and real estate
developers. He was employed by the Kesselring companies from January, 2005 until
September of 2007. He then retired and came out of retirement in July 2009 when
he joined King Bros. where he is the COO and Corporate Secretary.
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CANDACE BROADFOOT. Since August 2006, Ms. Broadfoot has served as the
Controller of King Bros. She has been a Licensed Certified Public Accountant in
the state of Washington since 1992. She graduated from City University,
Bellevue, WA. with a B.S. in Accounting. She also worked with LeMaster & Daniels
PLLC, a regional accounting firm in Washington state for 10 years, focusing on
small business and tax. From December 2001 until December 2004, she worked for
West Coast Hospitality as controller of two hotels and a catering company. She
did not work between Janaury 2005, until August 2006 when she joined King Bros.
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
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(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.
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 entered into an Employment Agreement with Kenneth Craig as our CEO. The
term of the agreement is five years, calls for a base salary of $64,200 per year
and the right to participate in bonus pool. In addition, the CEO is entitled to
receive 250,000 shares of common stock upon signing and an additional 250,000
shares at the end of each of the first three years of the agreement. No other
employment agreements exist. We do not currently pay fees to our directors, but
may do so in the future. We have no stock option or other compensatory plans
with any director or officer.
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.
ITEM 9.01 EXHIBITS
(d) Exhibits:
Exhibit No. Description
- ----------- -----------
10.1 Employment Agreement with Kenneth Craig
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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: January 14, 2010 KESSELRING HOLDING CORPORATION
By: /s/ Kenneth Craig
---------------------------------
Kenneth Craig
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
10.1 Employment Agreement with Kenneth Craig