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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): May 13, 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 2.01 COMPLETION OF DISPOSITION OF ASSETS.
BACKGROUND INFORMATION
Kesselring Holding Corporation ("Company") previously borrowed $500,000
from AMI Holdings, Inc. ("AMI") on two separate loans. The first loan was for
$250,000 on October 18, 2007 and was evidenced by an unsecured promissory note
issued by the Company to AMI. The second loan was for an additional $250,000 on
December 13, 2007 and was evidenced by a secured promissory note that was
secured by a continuing security interest in, a continuing lien upon, and
unqualified right to possession and disposition of all of the Company's assets.
The amount of the Company's indebtedness increased to $582,770.28, including
accrued interest of $82,770.28. Due to the Company's default on the two loans,
on May 13, 2010, AMI foreclosed on certain of the Company's assets, including
100% of the common stock of Kesselring Corporation, a subsidiary of ours, and
100% of the common stock of King Brothers Woodworking, Inc. ("King Bros."), a
subsidiary of Kesselring Corporation.
The Company was also indebted to Gary E. King in the amount of $502,564.82
evidenced by various promissory notes ("Gary E. King Notes) and to Kenneth
Craig, our President, in the amount of $29,174.05 evidenced by a promissory note
(Kenneth Craig Note").
On May 24, 2010, AMI sold 100% of the King Bros. common stock to King Bro
Wood, L.L.C., a Washington corporation, owned by Gary E. King (our former
President and Directors) and Terisita Craig, the wife of Don Craig, our former
Chief Operating Officer (who resigned from such office on April 27, 2010).
The Company had no options to foreclosure as AMI had a security interest
in, a continuing lien upon, and unqualified right to possession and disposition
of all of the Company's assets and did not have any money with which to litigate
the foreclosure. However, the Company was able to extract some benefits from
King Bro Wood, L.L.C., Gary E. King and Ken Craig, our President. In exchange
for the Company allowing the sale of King Bros. to King Bro Wood, L.L.C. to go
through, King Bro Wood, L.L.C. delivered the Gary E. King Notes and the Kenneth
Craig Note to the Company marked paid in full, resulting in a reduction of the
Company's indebtedness by $531,738.87. In addition, King Bro Wood, L.L.C. issued
a promissory note to the Company in the principal amount of $156,990.85, such
promissory note being payable over 24 months at the interest rate of 6% per
annum.
As a result of the foreclosure, the Company has no operating entities and
its only asset is the $156,990.85 promissory note from King Bro Wood, L.L.C. and
is now a "shell company" as defined in rule 12b-2 of the Securities Exchange Act
of 1934, as amended.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
As previously reported in a form 8-K Current Report filed with the
Commission on April 7, 2010, Mr. Gary E. 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. However,
Mr. Cook declined to accept the position and, therefore, is not a member of our
Board of Directors.
On April 27, 2010, Don Craig resigned from the office of Chief Operating
Officer of the Company.
2
ITEM 9.01 EXHIBITS.
(d) Exhibits.
Exhibit Number Description
-------------- -----------
10.1 Agreement dated May 27, 2010, by and between Kesselring Holding
Corporation, King Bro Wood, L.L.C., Gary E. King and Ken Craig
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: May 28, 2010 By: /s/ Kenneth Craig
---------------------------------
Name: Kenneth Craig
Title: Chief Executive Officer
