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): November 16,
2009
(Exact
name of registrant as specified in charter
| Delaware | 000-52375 | 20-4838580 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
602 West
Valley Mall Blvd, Union Gap, WA 98901
(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 Instructions 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 communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
/_/
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
8.01 Other
Events.
On
November 16, 2009, Joseph Silva, Chief Executive Officer of Kesselring Holding
Corporation (“Kesselring”), accepted the resignation of two employees and
terminated a third employee (the “Former Employees”) that were employed with
King Brothers Woodworking, Inc. (“King Brothers”), a wholly-owned subsidiary of
Kesselring. The Former Employees refused to recognize Mr. Silva’s
authority. The Former Employees, together with additional shareholders (the
“Shareholders”) filed a Stockholders Derivative Complaint (including a Request
for Temporary Restraining Order (“TRO”)) with the United States District Court
Eastern District of Washington (the “Federal Court”) claiming, among other
things, that Virgil Sandifer and Joseph Silva have been removed as the sole
director of Kesselring and the sole officer of Kesselring,
respectively.
The
Shareholders, as part of the complaint, submitted a Memorial of Action by
Stockholders Without a Formal Meeting (the “Memorial”). These actions
purported to be taken pursuant to the Memorial have resulted in an outright
violation of Federal law including the Securities Exchange Act of 1934, as
amended (the “34 Act”) and Regulation 14A and Regulation 14C as adopted under
the 34 Act.
As a
result of the above, Mr. Sandifer remains the sole director of Kesselring and
Mr. Silva remains the sole officer of Kesselring, the sole officer and director
of Kesselring Corporation, a wholly-owned subsidiary of Kesselring, and the
chief executive officer and sole director of King Brothers. The
properly elected management and Board of Directors of Kesselring intend to
continue to vigorously defend this action. A decision from the
Federal Court with respect to the TRO is presently pending.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
KESSELRING
HOLDING CORPORATION
|
|||
|
Date:
November 20, 2009
|
By:
|
/s/ Joseph Silva | |
| Name: Joseph Silva | |||
| Title: Chief Executive Officer | |||