Registrant's
telephone number, including area code: (941) 953-5774
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
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[ ]
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
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Item
1.01 Entry
Into a Material Definitive Agreement
On
December 30, 2008, Kesselring Holding Corporation (the “Company”) entered into
an Agreement with Vision Opportunity Master Fund, Ltd. (“Vision”) pursuant to
which Vision agreed to return for cancellation 2,467,348 shares of common stock
of the Company and 1,000,000 shares of preferred stock of the Company, waive all
rights and penalties under that certain Registration Rights Agreement entered by
and between the Company and Vision in May 2007 (the “Vision Registration
Agreement”), terminate the Vision Registration Agreement and amend its right to
participate in future financings providing that such right shall terminate in
December 2010 in consideration of the payment of $100. In addition,
the Company agreed to amend that certain Class A Common Stock Purchase Warrant
to purchase 3,091,959 shares of common stock to reduce the exercise price to
$.01 per share and that certain Class J Common Stock Purchase Warrant to
purchase 3,091,959 shares of common stock to provide a termination date of
December 31, 2012.
Item
4.01 Change
in Registrants Certifying Accountant
On
January 5, 2009 (the “Resignation Date”), Lougheed & Company LLC (the
“Former Auditor”) advised the Company that it is withdrawing for reelection or
reappointment to serve as the Company’s independent registered public accounting
firm. Except as noted in the paragraph immediately below, the reports
of the Former Auditor on the Company’s consolidated financial statements for the
years ended September 30, 2008 and 2007 did not contain an adverse opinion or
disclaimer of opinion, and such reports were not qualified or modified as to
uncertainty, audit scope, or accounting principle.
The
reports of the Former Auditor on the Company’s consolidated financial statements
as of and for the years ended September 30, 2008 and 2007, contained an
explanatory paragraph which noted that there was substantial doubt as to the
Company’s ability to continue as a going concern as the Company had recurring
losses and management does not believe that working capital is sufficient to
maintain operations at their current levels.
During
the years ended September 30, 2008 and 2007, and through the Resignation Date,
the Company has not had 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 Former
Auditor’s satisfaction, would have caused them to make reference thereto in
their reports on the Company’s consolidated financial statements for such
years.
During
the years ended September 30, 2008 and 2007, and through the Dismissal Date,
there were no reportable events, as defined in Item 304(a)(1)(v) of
Regulation S-K.
The
Company has requested that Former Auditor furnish it with a letter addressed to
the Securities and Exchange Commission stating whether it agrees with the above
statements. A copy of this letter is attached hereto to this
amendment to the Form 8K as Exhibit 16.1.
Item
9.01
Financial Statements and Exhibits
(a)
|
Financial
statements of businesses acquired.
|
Not
applicable
(b)
|
Pro
forma financial information.
|
Not
applicable
(c)
|
Shell company
transactions.
|
Not
applicable
(d)
Exhibits
Exhibit
No.
|
Description
of Exhibit
|
|
|
10.1
|
Agreement
between Kesslering Holding Corporation and Vision Opportunity Master Fund,
Ltd. dated December 30, 2008
|
|
|
10.2
|
Amendment
to the Class A Common Stock Purchase Warrant
|
|
|
10.3
|
Amendment
to the Class J Common Stock Purchase Warrant
|
|
|
16.1
|
Letter
from Lougheed &
Company
|