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): March 30, 2010
KESSELRING HOLDING CORPORATION
(Exact name of registrant as specified in 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
On March 30, 2010, Mr. Gary King resigned from the Board of Directors of
the Kesselring Holding Corporation ("Company"). On March 30, 2010, R. Dennis
Cook was elected to the Board of Directors of the Company.
Mr. Cook is a retired Savings and Loan executive and Certified Real Estate
Appraiser. He has been associated with various areas of the construction
industry for 40 years. He has owned and managed a diversified truss
manufacturing company, lumber yard, Door Company, and cabinet and window
company. He currently owns a farm and the Ahtanum General Store and fueling
facilities. He has been employed and managed same for more than the past five
(5) years. He holds a BA degree in Finance from Washington State University and
an SRA designation from the Society of Real Estate Appraisers.
ITEM 8.01 OTHER EVENTS
The Company hereby retracts any and all statements made by the Company and
its executive officers or representatives with respect to the involvement of
Stephen Fleming, Esq. with respect to the litigation between the Company and
various of its shareholders in Federal Court in the State of Washington.
Specifically, the statements made in the 14c definitive information statement
filed with the Securities and Exchange Commission on December 22, 2009 with
respect to Mr. Fleming are hereby retracted.
On November, 16, 2009, various shareholders of the Company filed a
Complaint in the United States District Court, Eastern District of Washington 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"), in which the plaintiffs sought a temporary restraining order against the
Company, Virgil Lee Sandifer, Jr. and Joseph A. Silva to prevent the Company and
Defendants Sandifer and Silva from taking certain action alleged to be
detrimental to the Company.
The Court in the Federal Case ultimately granted a temporary restraining
order and temporary injunction in favor of the Plaintiffs.
As time has passed, the parties have agreed to end the Federal Case and all
parties thereto have entered into a Settlement Agreement in which the parties
released one another from any and all liability. Order Dismissing the Action
with Prejudice was signed the 5th day of April, 2010.
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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: April 7, 2010 By: /s/ Kenneth Craig
---------------------------------
Name: Kenneth Craig
Title: Chief Executive Officer
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