Kesselring Holding Corporation. - Current report filing (8-K)
16 Juillet 2008 - 7:56PM
Edgar (US Regulatory)
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 reported): July 10, 2008
KESSELRING HOLDING CORPORATION
(Exact
name of registrant as specified in charter)
Delaware
|
000-52375
|
20-4838580
|
(State or Other Jurisdiction
of Incorporation or Organization)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
1956 Main
Street, Sarasota, Florida, Florida 34236
(Address
of principal executive offices) (Zip Code)
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
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
1.01 Entry
Into a Material Definitive Agreement
In
September 2007, Kesselring Holding Corporation (the “Company”) entered into an
operating lease (the “Lease”) with Cannon Offices, L.L.C. (“Cannon”) for 5,964
square feet of office space in Sarasota, Florida which was the Company’s former
corporate headquarters. Non-cancelable annual lease payments for each
year ending September 30 were $156,878 for 2008, $163,260 for 2009, $169,109 for
2010, $176,022 for 2011 and $166,712 for 2012. The Company vacated
this space and, as a result, the Company defaulted on the Lease. On July 10,
2008, the Company and Cannon executed a Settlement Agreement and Mutual Release
(the “Cannon Settlement”), which was dated July 2, 2008 pursuant to which the
Company agreed to make five payments of $15,000 over a period of 120 days (the
“Abatement Payments”). In the event that the Company fails to make
the Abatement Payments, then Cannon shall be entitled to an immediate money
judgment in the principal amount of $709,000 plus interest plus attorneys fees
in the amount of $5,000. Upon the Abatement Payments being paid, any
action by Cannon shall be abated for a period of two years. Upon the
end of the abatement period, Cannon shall be entitled to a final judgment equal
to the lesser of $312,500 or $709,000 less the Abatement Payments and all
amounts received by Cannon upon leasing the premises.
Item
9.01 Financial Statements and Exhibits
(a)
|
Financial
statements of businesses acquired.
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Not
applicable
(b)
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Pro
forma financial information.
|
Not
applicable
(c) Shell
company transactions.
Not
applicable
(d)
Exhibits
Exhibit
No.
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|
Description
of Exhibit
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10.1
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Settlement
Agreement and Mutual Release by and between Cannon Offices L.L.C. and
Kesselring Holding Corporation
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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.
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KESSELRING HOLDING
CORPORATION
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|
|
|
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Date:
July 15, 2008
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By:
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/s/
Kenneth Craig
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Name:
Kenneth Craig
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|
|
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Title:
CEO
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