- Statement of Beneficial Ownership (SC 13D)
24 Décembre 2009 - 7:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No._____)
KESSELRING HOLDING CORPORATION
(Name of Issuer)
Common Stock, $.0001 Par Value Per Share
(Title of Class of Securities)
492536 10 7
(CUSIP Number)
David E. Wise, Esq.
Attorney at Law
8794 Rolling Acres Trail
Fair Oaks Ranch, Texas 78015
(830) 981-8165
(210) 579-1775 (facsimile)
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 16, 2009
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 2 of 59 Pages
--------------------- -------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gary E. King
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
--------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------
7 SOLE VOTING POWER
5,725,278
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 19,369,785
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,725,278
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,369,785 shares of Common Stock
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.7%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 3 of 59 Pages
--------------------- -------------------
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $.0001 par value, of Kesselring
Holding Corporation., a Delaware corporation ("Issuer"). The Issuer's principal
address is 602 West Valley Mall Blvd., Union Gap, WA 98901.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name
Gary E. King
(b) Business Address
602 West Valley Mall Blvd., Union Gap, WA 98901.
(c) Present Principal Occupation
President and Chief Executive Officer of the Issuer and President of
King Bros Woodworking, Inc. He also serves on the board of directors
of both companies.
(d) During the last five years, Gary E. King has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Gary E. King has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Citizenship
United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. King acquired 5,725,278 shares on May 18, 2007 in a reverse merger
transaction when the Issuer acquired Kesselring Corporation, which had acquired
King Brothers Woodworking, Inc. on July 1, 2006. Mr. King had been a shareholder
of King Brothers Woodworking, Inc.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 4 of 59 Pages
--------------------- -------------------
ITEM 4. PURPOSE OF TRANSACTION
Mr. King acquired 5,725,278 shares of the Issuer's common stock pursuant to a
Share Exchange Agreement in a reverse merger transaction as described in Item 3
above. Except as indicated in subparagraph (d) below, Mr. King currently has no
plans or proposals that relate to or would result in:
(a) The acquisition by any person of additional securities of Issuer or
the disposition of securities of Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of Issuer or any of
its subsidiaries;
(d) Any change in the present board of directors or management of Issuer,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board other than
the recent action on November 16, 2009, by the other reporting persons
designated herein ("Group Members") that removed the prior officers
and directors of the Issuer and replaced them with three new
directors: Greg Aff, Gary E. King and Teddy B. Sparling, and Gary E.
King as the new President and Chief Executive Officer of the Issuer;
(e) Any material change in the present capitalization or dividend policy
of Issuer;
(f) Any other material change in Issuer's business or corporate structure;
(g) Changes in Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of Issuer by any person;
(h) Causing a class of securities of Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 5 of 59 Pages
--------------------- -------------------
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Aggregate Number and Percentage of Securities
According to the most recently available information, there are
approximately 36,046,321 shares of Issuer common stock outstanding.
Mr. King is the direct beneficial owner 5,725,278 shares of Issuer
common stock or approximately 15.9 % of the outstanding shares. By
virtue of his November 16, 2009 execution of a written consent of the
Group Members to remove the Issuer's prior management and replace it
with new management, Mr. King is deemed to have shared voting power of
19,369,785 shares of Issuer common stock outstanding or 53.7% of such
outstanding shares.
(b) Power to Vote and Dispose
Mr. King has the sole power to vote or dispose of 5,725,278 shares of
Issuer common stock outstanding and shared power to vote 19,369,785
shares together with the other Group Members.
(c) Transactions within the Past 60 Days
Mr. King has not engaged in any transactions in common stock of Issuer
during the past sixty days other than the transactions described in
Item 4(d).
(d) Certain Rights of Other Persons
Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Except for the execution by the Group Members of the written consent to remove
the prior management and replace them with new management, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 required to be disclosed under this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 Joint Filing Agreement.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 6 of 59 Pages
--------------------- -------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Candace Broadfoot
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
--------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------
7 SOLE VOTING POWER
10,000
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 19,369,785
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 10,000
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,369,785 shares of Common Stock
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.7%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 7 of 59 Pages
--------------------- -------------------
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $.0001 par value, of Kesselring
Holding Corporation., a Delaware corporation ("Issuer"). The Issuer's principal
address is 602 West Valley Mall Blvd., Union Gap, WA 98901.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name
Candace Broadfoot
(b) Business Address
602 West Valley Mall Blvd., Union Gap, WA 98901.
(c) Present Principal Occupation
Controller of the Issuer and King Bros. Woodworking, Inc.
(d) During the last five years, Ms. Broadfoot has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Ms. Broadfoot has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Citizenship
United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Ms. Broadfoot acquired 10,000 shares in a reverse merger transaction when the
Issuer acquired Kesselring Corporation, which had acquired King Brothers
Woodworking, Inc. on July 1, 2006.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 8 of 59 Pages
--------------------- -------------------
ITEM 4. PURPOSE OF TRANSACTION
Ms. Broadfoot acquired 10,000 shares of the Issuer's common stock pursuant to a
Share Exchange Agreement in a reverse merger transaction as described in Item 3
above. Except as indicated in subparagraph (d) below, Ms. Broadfoot currently
has no plans or proposals that relate to or would result in:
(a) The acquisition by any person of additional securities of Issuer or
the disposition of securities of Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of Issuer or any of
its subsidiaries;
(d) Any change in the present board of directors or management of Issuer,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board other than
the recent action on November 16, 2009, by the other reporting persons
designated herein ("Group Members") that removed the prior officers
and directors of the Issuer and replaced them with three new
directors: Greg Aff, Gary E. King and Teddy B. Sparling, and Gary E.
King as the new President and Chief Executive Officer of the Issuer;
(e) Any material change in the present capitalization or dividend policy
of Issuer;
(f) Any other material change in Issuer's business or corporate structure;
(g) Changes in Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of Issuer by any person;
(h) Causing a class of securities of Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 9 of 59 Pages
--------------------- -------------------
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Aggregate Number and Percentage of Securities
According to the most recently available information, there are
approximately 36,046,321 shares of Issuer common stock outstanding.
Ms. Broadfoot is the direct beneficial owner 10,000 shares of Issuer
common stock or less than 1% of the outstanding shares. By virtue of
her November 16, 2009 execution of a written consent of the Group
Members to remove the Issuer's prior management and replace it with
new management, Ms. Broadfoot is deemed to have shared voting power of
19,369,785 shares of Issuer common stock outstanding or 53.7% of such
outstanding shares.
(b) Power to Vote and Dispose
Mr. Broadfoot has the sole power to vote or dispose of 10,000 shares
of Issuer common stock outstanding and shared power to vote 19,369,785
shares together with the other Group Members.
(c) Transactions within the Past 60 Days
Ms. Broadfoot has not engaged in any transactions in common stock of
Issuer during the past sixty days other than the transactions
described in Item 4(d).
(d) Certain Rights of Other Persons
Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Except for the execution by the Group Members of the written consent to remove
the prior management and replace them with new management, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 required to be disclosed under this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 Joint Filing Agreement.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 10 of 59 Pages
--------------------- -------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Greg Aff
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
--------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------
7 SOLE VOTING POWER
40,000
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 19,369,785
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 40,000
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,369,785 shares of Common Stock
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.7%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 11 of 59 Pages
--------------------- -------------------
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $.0001 par value, of Kesselring
Holding Corporation., a Delaware corporation ("Issuer"). The Issuer's principal
address is 602 West Valley Mall Blvd., Union Gap, WA 98901.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name
Greg Aff
(b) Business Address
602 West Valley Mall Blvd., Union Gap, WA 98901.
(c) Present Principal Occupation
General Manager King Door and Hardware, a division of King Bros
Woodworking, Inc. He also serves on the Issuer's board of directors.
(d) During the last five years, Mr. Aff has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Mr. Aff has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Citizenship
United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Aff acquired 40,000 shares in the fourth quarter of 2007 as an incentive
from the then Chief Executive Officer of the Issuer.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 12 of 59 Pages
--------------------- -------------------
ITEM 4. PURPOSE OF TRANSACTION
Mr. Aff acquired 40,000 shares of the Issuer's common stock as an incentive in
the fourth quarter of 2007 from the then Chief Executive Officer of the Issuer.
Except as indicated in subparagraph (d) below, Mr. Aff currently has no plans or
proposals that relate to or would result in:
(a) The acquisition by any person of additional securities of Issuer or
the disposition of securities of Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of Issuer or any of
its subsidiaries;
(d) Any change in the present board of directors or management of Issuer,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board other than
the recent action on November 16, 2009, by the other reporting persons
designated herein ("Group Members") that removed the prior officers
and directors of the Issuer and replaced them with three new
directors: Greg Aff, Gary E. King and Teddy B. Sparling, and Gary E.
King as the new President and Chief Executive Officer of the Issuer;
(e) Any material change in the present capitalization or dividend policy
of Issuer;
(f) Any other material change in Issuer's business or corporate structure;
(g) Changes in Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of Issuer by any person;
(h) Causing a class of securities of Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 13 of 59 Pages
--------------------- -------------------
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Aggregate Number and Percentage of Securities
According to the most recently available information, there are
approximately 36,046,321 shares of Issuer common stock outstanding.
Mr. Aff is the direct beneficial owner 40,000 shares of Issuer common
stock or less than 1% of the outstanding shares. By virtue of his
November 16, 2009 execution of a written consent of the Group Members
to remove the Issuer's prior management and replace it with new
management, Mr. Aff is deemed to have shared voting power of
19,369,785 shares of Issuer common stock outstanding or 53.7% of such
outstanding shares.
(b) Power to Vote and Dispose
Mr. Aff has the sole power to vote or dispose of 40,000 shares of
Issuer common stock outstanding and shared power to vote 19,369,785
shares together with the other Group Members.
(c) Transactions within the Past 60 Days
Mr. Aff has not engaged in any transactions in common stock of Issuer
during the past sixty days other than the transactions described in
Item 4(d).
(d) Certain Rights of Other Persons
Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Except for the execution by the Group Members of the written consent to remove
the prior management and replace them with new management, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 required to be disclosed under this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 Joint Filing Agreement.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 14 of 59 Pages
--------------------- -------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Teddy B. Sparling
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
--------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------
7 SOLE VOTING POWER
1,719,668
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 19,369,785
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,719,668
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,369,785 shares of Common Stock
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.7%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 15 of 59 Pages
--------------------- -------------------
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $.0001 par value, of Kesselring
Holding Corporation., a Delaware corporation ("Issuer"). The Issuer's principal
address is 602 West Valley Mall Blvd., Union Gap, WA 98901.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name
Teddy B. Sparling
(b) Business Address
602 West Valley Mall Blvd., Union Gap, WA 98901.
(c) Present Principal Occupation
President of Gulf & Bay Constructors, Inc. and Florida Fuel Solutions,
LLC. He is also a director on the board of directors of the Issuer.
(d) During the last five years, Mr. Sparling has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Mr. Sparling has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Citizenship
United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Sparling acquired 1,483,304 of his shares on May 18, 2007 in a reverse
merger transaction when the Issuer acquired Kesselring Corporation, which had
acquired King Brothers Woodworking, Inc. on July 1, 2006. He acquired an
additional 236,364 shares in August 2008, as part of his severance pay from the
Issuer.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 16 of 59 Pages
--------------------- -------------------
ITEM 4. PURPOSE OF TRANSACTION
Mr. Sparling acquired 1,483,304 of his shares of the Issuer's common stock
pursuant to a Share Exchange Agreement in a reverse merger transaction as
described in Item 3 above. He also acquired an additional 236,634 shares in a
severance pay from the Issuer in August 2008. Except as indicated in
subparagraph (d) below, Mr. Sparling currently has no plans or proposals that
relate to or would result in:
(a) The acquisition by any person of additional securities of Issuer or
the disposition of securities of Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of Issuer or any of
its subsidiaries;
(d) Any change in the present board of directors or management of Issuer,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board other than
the recent action on November 16, 2009, by the other reporting persons
designated herein ("Group Members") that removed the prior officers
and directors of the Issuer and replaced them with three new
directors: Greg Aff, Gary E. King and Teddy B. Sparling, and Gary E.
King as the new President and Chief Executive Officer of the Issuer;
(e) Any material change in the present capitalization or dividend policy
of Issuer;
(f) Any other material change in Issuer's business or corporate structure;
(g) Changes in Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of Issuer by any person;
(h) Causing a class of securities of Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 17 of 59 Pages
--------------------- -------------------
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Aggregate Number and Percentage of Securities
According to the most recently available information, there are
approximately 36,046,321 shares of Issuer common stock outstanding.
Mr. Sparling is the direct beneficial owner of 1,719,668 shares of
Issuer common stock or 4.8% of the outstanding shares. By virtue of
his November 16, 2009 execution of a written consent of the Group
Members to remove the Issuer's prior management and replace it with
new management, Mr. Aparling is deemed to have shared voting power of
19,369,785 shares of Issuer common stock outstanding or 53.7% of such
outstanding shares.
(b) Power to Vote and Dispose
Mr. Sparling has the sole power to vote or dispose of 1,719,668 shares
of Issuer common stock outstanding and shared power to vote 19,369,785
shares together with the other Group Members.
(c) Transactions within the Past 60 Days
Mr. Aff has not engaged in any transactions in common stock of Issuer
during the past sixty days other than the transactions described in
Item 4(d).
(d) Certain Rights of Other Persons
Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Except for the execution by the Group Members of the written consent to remove
the prior management and replace them with new management, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 required to be disclosed under this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 Joint Filing Agreement.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 18 of 59 Pages
--------------------- -------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald Craig
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
--------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------
7 SOLE VOTING POWER
500,409
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 19,369,785
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 500,409
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,369,785 shares of Common Stock
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.7%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 19 of 59 Pages
--------------------- -------------------
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $.0001 par value, of Kesselring
Holding Corporation., a Delaware corporation ("Issuer"). The Issuer's principal
address is 602 West Valley Mall Blvd., Union Gap, WA 98901.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name
Donald Craig.
(b) Business Address
602 West Valley Mall Blvd., Union Gap, WA 98901.
(c) Present Principal Occupation
Operations Manager of King Bros Woodworking, Inc.
(d) During the last five years, Mr. Craig has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Mr. Craig has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Citizenship
United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Craig acquired 500,409 shares on May 18, 2007 in a reverse merger
transaction when the Issuer acquired Kesselring Corporation, which had acquired
King Brothers Woodworking, Inc. on July 1, 2006.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 20 of 59 Pages
--------------------- -------------------
ITEM 4. PURPOSE OF TRANSACTION
Mr. Craig acquired 500,409 shares of the Issuer's common stock pursuant to a
Share Exchange Agreement in a reverse merger transaction as described in Item 3
above. Except as indicated in subparagraph (d) below, Mr. Craig currently has no
plans or proposals that relate to or would result in:
(a) The acquisition by any person of additional securities of Issuer or
the disposition of securities of Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of Issuer or any of
its subsidiaries;
(d) Any change in the present board of directors or management of Issuer,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board other than
the recent action on November 16, 2009, by the other reporting persons
designated herein ("Group Members") that removed the prior officers
and directors of the Issuer and replaced them with three new
directors: Greg Aff, Gary E. King and Teddy B. Sparling, and Gary E.
King as the new President and Chief Executive Officer of the Issuer;
(e) Any material change in the present capitalization or dividend policy
of Issuer;
(f) Any other material change in Issuer's business or corporate structure;
(g) Changes in Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of Issuer by any person;
(h) Causing a class of securities of Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 21 of 59 Pages
--------------------- -------------------
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Aggregate Number and Percentage of Securities
According to the most recently available information, there are
approximately 36,046,321 shares of Issuer common stock outstanding.
Mr. Craig is the direct beneficial owner 500,409 shares of Issuer
common stock or 1.4% of the outstanding shares. By virtue of his
November 16, 2009 execution of a written consent of the Group Members
to remove the Issuer's prior management and replace it with new
management, Mr. Craig is deemed to have shared voting power of
19,369,785 shares of Issuer common stock outstanding or 53.7% of such
outstanding shares.
(c) Power to Vote and Dispose
Mr. Craig has the sole power to vote or dispose of 500,409 shares of
Issuer common stock outstanding and shared power to vote 19,369,785
shares together with the other Group Members.
(d) Transactions within the Past 60 Days
Mr. Craig has not engaged in any transactions in common stock of
Issuer during the past sixty days other than the transactions
described in Item 4(d).
(e) Certain Rights of Other Persons
Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Except for the execution by the Group Members of the written consent to remove
the prior management and replace them with new management, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 required to be disclosed under this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 Joint Filing Agreement.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 22 of 59 Pages
--------------------- -------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Teresita Craig
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
--------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------
7 SOLE VOTING POWER
2,102,379
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 19,369,785
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,102,379
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,369,785 shares of Common Stock
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.7%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 23 of 59 Pages
--------------------- -------------------
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $.0001 par value, of Kesselring
Holding Corporation., a Delaware corporation ("Issuer"). The Issuer's principal
address is 602 West Valley Mall Blvd., Union Gap, WA 98901.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name
Teresita Craig
(b) Business Address
602 West Valley Mall Blvd., Union Gap, WA 98901.
(c) Present Principal Occupation
Retired.
(d) During the last five years, Ms. Craig has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Ms. Craig has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Citizenship
United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Ms. Craig acquired 2,107,379 shares on May 18, 2007 in a reverse merger
transaction when the Issuer acquired Kesselring Corporation, which had acquired
King Brothers Woodworking, Inc. on July 1, 2006.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 24 of 59 Pages
--------------------- -------------------
ITEM 4. PURPOSE OF TRANSACTION
Ms. Craig acquired 2,102,379 shares of the Issuer's common stock pursuant to a
Share Exchange Agreement in a reverse merger transaction as described in Item 3
above. Except as indicated in subparagraph (d) below, Ms. Craig currently has no
plans or proposals that relate to or would result in:
(a) The acquisition by any person of additional securities of Issuer or
the disposition of securities of Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of Issuer or any of
its subsidiaries;
(d) Any change in the present board of directors or management of Issuer,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board other than
the recent action on November 16, 2009, by the other reporting persons
designated herein ("Group Members") that removed the prior officers
and directors of the Issuer and replaced them with three new
directors: Greg Aff, Gary E. King and Teddy B. Sparling, and Gary E.
King as the new President and Chief Executive Officer of the Issuer;
(e) Any material change in the present capitalization or dividend policy
of Issuer;
(f) Any other material change in Issuer's business or corporate structure;
(g) Changes in Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of Issuer by any person;
(h) Causing a class of securities of Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 25 of 59 Pages
--------------------- -------------------
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Aggregate Number and Percentage of Securities
According to the most recently available information, there are
approximately 36,046,321 shares of Issuer common stock outstanding.
Ms. Craig is the direct beneficial owner 2,102,379 shares of Issuer
common stock or 5.8% of the outstanding shares. By virtue of her
November 16, 2009 execution of a written consent of the Group Members
to remove the Issuer's prior management and replace it with new
management, Ms. Craig is deemed to have shared voting power of
19,369,785 shares of Issuer common stock outstanding or 53.7% of such
outstanding shares.
(b) Power to Vote and Dispose
Ms. Craig has the sole power to vote or dispose of 2,102,379 shares of
Issuer common stock outstanding and shared power to vote 19,369,785
shares together with the other Group Members.
(c) Transactions within the Past 60 Days
Ms. Craig has not engaged in any transactions in common stock of
Issuer during the past sixty days other than the transactions
described in Item 4(d).
(d) Certain Rights of Other Persons
Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Except for the execution by the Group Members of the written consent to remove
the prior management and replace them with new management, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 required to be disclosed under this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 Joint Filing Agreement.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 26 of 59 Pages
--------------------- -------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Erin Craig
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 AF
--------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------
7 SOLE VOTING POWER
700,409
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 19,369,785
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 700,409
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,369,785 shares of Common Stock
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.7%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 27 of 59 Pages
--------------------- -------------------
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $.0001 par value, of Kesselring
Holding Corporation., a Delaware corporation ("Issuer"). The Issuer's principal
address is 602 West Valley Mall Blvd., Union Gap, WA 98901.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name
Erin Craig
(b) Business Address
602 West Valley Mall Blvd., Union Gap, WA 98901.
(c) Present Principal Occupation
Recent college graduate.
(d) During the last five years, Erin Craig has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Erin Craig has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Citizenship
United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Erin Craig acquired 500,409 shares on May 18, 2007 in a reverse merger
transaction when the Issuer acquired Kesselring Corporation, which had acquired
King Brothers Woodworking, Inc. on July 1, 2006. In addition, Erin Craig
acquired 200,000 shares on May 6, 2008, as a gift from her father, Kenneth
Craig.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 28 of 59 Pages
--------------------- -------------------
ITEM 4. PURPOSE OF TRANSACTION
Erin Craig acquired 500,409 shares of the Issuer's common stock pursuant to a
Share Exchange Agreement in a reverse merger transaction as described in Item 3
above. In addition, Erin Craig acquired 200,000 shares on May 6, 2008, as a gift
from her father, Kenneth Craig. Except as indicated in subparagraph (d) below,
Erin Craig currently has no plans or proposals that relate to or would result
in:
(a) The acquisition by any person of additional securities of Issuer or
the disposition of securities of Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of Issuer or any of
its subsidiaries;
(d) Any change in the present board of directors or management of Issuer,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board other than
the recent action on November 16, 2009, by the other reporting persons
designated herein ("Group Members") that removed the prior officers
and directors of the Issuer and replaced them with three new
directors: Greg Aff, Gary E. King and Teddy B. Sparling, and Gary E.
King as the new President and Chief Executive Officer of the Issuer;
(e) Any material change in the present capitalization or dividend policy
of Issuer;
(f) Any other material change in Issuer's business or corporate structure;
(g) Changes in Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of Issuer by any person;
(h) Causing a class of securities of Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 29 of 59 Pages
--------------------- -------------------
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Aggregate Number and Percentage of Securities
According to the most recently available information, there are
approximately 36,046,321 shares of Issuer common stock outstanding.
Erin Craig is the direct beneficial owner 700,409 shares of Issuer
common stock or 1.9% of the outstanding shares. By virtue of her
November 16, 2009 execution of a written consent of the Group Members
to remove the Issuer's prior management and replace it with new
management, Erin Craig is deemed to have shared voting power of
19,369,785 shares of Issuer common stock outstanding or 53.7% of such
outstanding shares.
(b) Power to Vote and Dispose
Erin Craig has the sole power to vote or dispose of 700,409 shares of
Issuer common stock outstanding and shared power to vote 19,369,785
shares together with the other Group Members.
(c) Transactions within the Past 60 Days
Erin Craig has not engaged in any transactions in common stock of
Issuer during the past sixty days other than the transactions
described in Item 4(d).
(d) Certain Rights of Other Persons
Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Except for the execution by the Group Members of the written consent to remove
the prior management and replace them with new management, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 required to be disclosed under this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 Joint Filing Agreement.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 30 of 59 Pages
--------------------- -------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Justin Craig
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 AF
--------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------
7 SOLE VOTING POWER
700,409
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 19,369,785
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 700,409
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,369,785 shares of Common Stock
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.7%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 31 of 59 Pages
--------------------- -------------------
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $.0001 par value, of Kesselring
Holding Corporation., a Delaware corporation ("Issuer"). The Issuer's principal
address is 602 West Valley Mall Blvd., Union Gap, WA 98901.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name
Justin Craig
(b) Business Address
602 West Valley Mall Blvd., Union Gap, WA 98901.
(c) Present Principal Occupation
Professional golfer.
(d) During the last five years, Justin Craig has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Justin Craig has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Citizenship
United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Justin Craig acquired 500,409 shares on May 18, 2007 in a reverse merger
transaction when the Issuer acquired Kesselring Corporation, which had acquired
King Brothers Woodworking, Inc. on July 1, 2006. In addition, Justin Craig
acquired 200,000 shares on May 6, 2008, as a gift from his father, Kenneth
Craig.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 32 of 59 Pages
--------------------- -------------------
ITEM 4. PURPOSE OF TRANSACTION
Justin Craig acquired 500,409 shares of the Issuer's common stock pursuant to a
Share Exchange Agreement in a reverse merger transaction as described in Item 3
above. In addition, Justin Craig acquired 200,000 shares on May 6, 2008, as a
gift from his father, Kenneth Craig. Except as indicated in subparagraph (d)
below, Justin Craig currently has no plans or proposals that relate to or would
result in:
(a) The acquisition by any person of additional securities of Issuer or
the disposition of securities of Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of Issuer or any of
its subsidiaries;
(d) Any change in the present board of directors or management of Issuer,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board other than
the recent action on November 16, 2009, by the other reporting persons
designated herein ("Group Members") that removed the prior officers
and directors of the Issuer and replaced them with three new
directors: Greg Aff, Gary E. King and Teddy B. Sparling, and Gary E.
King as the new President and Chief Executive Officer of the Issuer;
(e) Any material change in the present capitalization or dividend policy
of Issuer;
(f) Any other material change in Issuer's business or corporate structure;
(g) Changes in Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of Issuer by any person;
(h) Causing a class of securities of Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 33 of 59 Pages
--------------------- -------------------
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Aggregate Number and Percentage of Securities
According to the most recently available information, there are
approximately 36,046,321 shares of Issuer common stock outstanding.
Justin Craig is the direct beneficial owner 700,409 shares of Issuer
common stock or 1.9% of the outstanding shares. By virtue of his
November 16, 2009 execution of a written consent of the Group Members
to remove the Issuer's prior management and replace it with new
management, Justin Craig is deemed to have shared voting power of
19,369,785 shares of Issuer common stock outstanding or 53.7% of such
outstanding shares.
(b) Power to Vote and Dispose
Justin Craig has the sole power to vote or dispose of 700,409 shares
of Issuer common stock outstanding and shared power to vote 19,369,785
shares together with the other Group Members.
(c) Transactions within the Past 60 Days
Justin Craig has not engaged in any transactions in common stock of
Issuer during the past sixty days other than the transactions
described in Item 4(d).
(d) Certain Rights of Other Persons
Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Except for the execution by the Group Members of the written consent to remove
the prior management and replace them with new management, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 required to be disclosed under this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 Joint Filing Agreement.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 34 of 59 Pages
--------------------- -------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Curtis King
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
--------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 19,369,785
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
2,965,000
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,369,785 shares of Common Stock
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.7%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 35 of 59 Pages
--------------------- -------------------
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $.0001 par value, of Kesselring
Holding Corporation., a Delaware corporation ("Issuer"). The Issuer's principal
address is 602 West Valley Mall Blvd., Union Gap, WA 98901.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name
Curtis King
(b) Business Address
602 West Valley Mall Blvd., Union Gap, WA 98901.
(c) Present Principal Occupation
----------------------------------------
(d) During the last five years, Curtis King has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Curtis King has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Citizenship
United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Curtis & Lois A. King acquired 2,965,000 shares on May 18, 2007 in a reverse
merger transaction when the Issuer acquired Kesselring Corporation, which had
acquired King Brothers Woodworking, Inc. on July 1, 2006.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 36 of 59 Pages
--------------------- -------------------
ITEM 4. PURPOSE OF TRANSACTION
Curtis & Lois A. King acquired 2,965,000 shares of the Issuer's common stock
pursuant to a Share Exchange Agreement in a reverse merger transaction as
described in Item 3 above. Except as indicated in subparagraph (d) below, Curtis
King currently has no plans or proposals that relate to or would result in:
(a) The acquisition by any person of additional securities of Issuer or
the disposition of securities of Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of Issuer or any of
its subsidiaries;
(d) Any change in the present board of directors or management of Issuer,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board other than
the recent action on November 16, 2009, by the other reporting persons
designated herein ("Group Members") that removed the prior officers
and directors of the Issuer and replaced them with three new
directors: Greg Aff, Gary E. King and Teddy B. Sparling, and Gary E.
King as the new President and Chief Executive Officer of the Issuer;
(e) Any material change in the present capitalization or dividend policy
of Issuer;
(f) Any other material change in Issuer's business or corporate structure;
(g) Changes in Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of Issuer by any person;
(h) Causing a class of securities of Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 37 of 59 Pages
--------------------- -------------------
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Aggregate Number and Percentage of Securities
According to the most recently available information, there are
approximately 36,046,321 shares of Issuer common stock outstanding.
Mr. and Mrs. King are the direct beneficial owners of 2,965,000 shares
of Issuer common stock or 8.2% of the outstanding shares. By virtue of
their November 16, 2009 execution of a written consent of the Group
Members to remove the Issuer's prior management and replace it with
new management, Mr. and Mrs. King are deemed to have shared voting
power of 19,369,785 shares of Issuer common stock outstanding or 53.7%
of such outstanding shares.
(b) Power to Vote and Dispose
Mr. and Mrs. King have shared power to vote or dispose of 2,965,000
shares of Issuer common stock outstanding and shared power to vote
19,369,785 shares together with the other Group Members.
(c) Transactions within the Past 60 Days
Mr. King has not engaged in any transactions in common stock of Issuer
during the past sixty days other than the transactions described in
Item 4(d).
(d) Certain Rights of Other Persons
Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Except for the execution by the Group Members of the written consent to remove
the prior management and replace them with new management, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 required to be disclosed under this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 Joint Filing Agreement.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 38 of 59 Pages
--------------------- -------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lois A. King
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
--------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 19,369,785
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
2,965,000
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,369,785 shares of Common Stock
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.7%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 39 of 59 Pages
--------------------- -------------------
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $.0001 par value, of Kesselring
Holding Corporation., a Delaware corporation ("Issuer"). The Issuer's principal
address is 602 West Valley Mall Blvd., Union Gap, WA 98901.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name
Lois A. King
(b) Business Address
602 West Valley Mall Blvd., Union Gap, WA 98901.
(c) Present Principal Occupation
----------------------------------------
(d) During the last five years, Lois A. King has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Lois A. King has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Citizenship
United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Curtis and Lois A. King acquired 2,965,000 shares on May 18, 2007 in a reverse
merger transaction when the Issuer acquired Kesselring Corporation, which had
acquired King Brothers Woodworking, Inc. on July 1, 2006.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 40 of 59 Pages
--------------------- -------------------
ITEM 4. PURPOSE OF TRANSACTION
Curtis & Lois A. King acquired 2,965,000 shares of the Issuer's common stock
pursuant to a Share Exchange Agreement in a reverse merger transaction as
described in Item 3 above. Except as indicated in subparagraph (d) below, Lois
A. King currently has no plans or proposals that relate to or would result in:
(a) The acquisition by any person of additional securities of Issuer or
the disposition of securities of Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of Issuer or any of
its subsidiaries;
(d) Any change in the present board of directors or management of Issuer,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board other than
the recent action on November 16, 2009, by the other reporting persons
designated herein ("Group Members") that removed the prior officers
and directors of the Issuer and replaced them with three new
directors: Greg Aff, Gary E. King and Teddy B. Sparling, and Gary E.
King as the new President and Chief Executive Officer of the Issuer;
(e) Any material change in the present capitalization or dividend policy
of Issuer;
(f) Any other material change in Issuer's business or corporate structure;
(g) Changes in Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of Issuer by any person;
(h) Causing a class of securities of Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 41 of 59 Pages
--------------------- -------------------
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Aggregate Number and Percentage of Securities
According to the most recently available information, there are
approximately 36,046,321 shares of Issuer common stock outstanding.
Mr. and Mrs. King are the direct beneficial owners of 2,965,000 shares
of Issuer common stock or 8.2% of the outstanding shares. By virtue of
his November 16, 2009 execution of a written consent of the Group
Members to remove the Issuer's prior management and replace it with
new management, Mr. and Mrs. King are deemed to have shared voting
power of 19,369,785 shares of Issuer common stock outstanding or 53.7%
of such outstanding shares.
(b) Power to Vote and Dispose
Mr. and Mrs. King share the power to vote or dispose of 2,965,000
shares of Issuer common stock outstanding and shared power to vote
19,369,785 shares together with the other Group Members.
(c) Transactions within the Past 60 Days
Mrs. King has not engaged in any transactions in common stock of
Issuer during the past sixty days other than the transactions
described in Item 4(d).
(d) Certain Rights of Other Persons
Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Except for the execution by the Group Members of the written consent to remove
the prior management and replace them with new management, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 required to be disclosed under this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 Joint Filing Agreement.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 42 of 59 Pages
--------------------- -------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenneth Craig
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 and PF
--------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------
7 SOLE VOTING POWER
1,751,112
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 19,369,785
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,751,112
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,369,785 shares of Common Stock
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.7%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 43 of 59 Pages
--------------------- -------------------
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $.0001 par value, of Kesselring
Holding Corporation., a Delaware corporation ("Issuer"). The Issuer's principal
address is 602 West Valley Mall Blvd., Union Gap, WA 98901.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name
Kenneth Craig
(b) Business Address
602 West Valley Mall Blvd., Union Gap, WA 98901.
(c) Present Principal Occupation
Business consultant.
(d) During the last five years, Kenneth Craig has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Kenneth Craig has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Citizenship
United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Kenneth Craig acquired 1,201,512 shares on May 18, 2007 in a reverse merger
transaction when the Issuer acquired Kesselring Corporation, which had acquired
King Brothers Woodworking, Inc. on July 1, 2006. On or about September 4, 2007,
Mr. Craig acquired an additional 200,000 shares from the Issuer in a private
offering for an aggregate cash consideration of $20,000. On or about May 6,
2008, Mr. Craig acquired an additional 949,600 shares in lieu of back salary and
gave 200,000 of such shares to each of Erin Craig, Justin Craig and Rose Marie
Craig.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 44 of 59 Pages
--------------------- -------------------
ITEM 4. PURPOSE OF TRANSACTION
Kenneth Craig acquired 1,201,512 shares of the Issuer's common stock pursuant to
a Share Exchange Agreement in a reverse merger transaction as described in Item
3 above. On or about September 4, 2007, Mr. Craig acquired an additional 200,000
shares from the Issuer in a private offering for an aggregate cash consideration
of $20,000. On or about May 6, 2008, Mr. Craig acquired an additional 949,600
shares in lieu of back salary and gave 200,000 of such shares to each of Erin
Craig, Justin Craig and Rose Marie Craig. Except as indicated in subparagraph
(d) below, Kenneth Craig currently has no plans or proposals that relate to or
would result in:
(a) The acquisition by any person of additional securities of Issuer or
the disposition of securities of Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of Issuer or any of
its subsidiaries;
(d) Any change in the present board of directors or management of Issuer,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board other than
the recent action on November 16, 2009, by the other reporting persons
designated herein ("Group Members") that removed the prior officers
and directors of the Issuer and replaced them with three new
directors: Greg Aff, Gary E. King and Teddy B. Sparling, and Gary E.
King as the new President and Chief Executive Officer of the Issuer;
(e) Any material change in the present capitalization or dividend policy
of Issuer;
(f) Any other material change in Issuer's business or corporate structure;
(g) Changes in Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of Issuer by any person;
(h) Causing a class of securities of Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 45 of 59 Pages
--------------------- -------------------
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(e) Aggregate Number and Percentage of Securities
According to the most recently available information, there are
approximately 36,046,321 shares of Issuer common stock outstanding.
Mr. Craig is the direct beneficial owner of 1,751,112 shares of Issuer
common stock or 4.9% of the outstanding shares. By virtue of his
November 16, 2009 execution of a written consent of the Group Members
to remove the Issuer's prior management and replace it with new
management, Mr. Craig is deemed to have shared voting power of
19,369,785 shares of Issuer common stock outstanding or 53.7% of such
outstanding shares.
(f) Power to Vote and Dispose
Mr. Craig has the sole power to vote or dispose of 1,751,112 shares of
Issuer common stock outstanding and shared power to vote 19,369,785
shares together with the other Group Members.
(g) Transactions within the Past 60 Days
Mr. Craig has not engaged in any transactions in common stock of
Issuer during the past sixty days other than the transactions
described in Item 4(d).
(h) Certain Rights of Other Persons
Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Except for the execution by the Group Members of the written consent to remove
the prior management and replace them with new management, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 required to be disclosed under this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 Joint Filing Agreement.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 46 of 59 Pages
--------------------- -------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rose Marie Craig
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 AF
--------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------
7 SOLE VOTING POWER
700,409
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 19,369,785
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 700,409
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,369,785 shares of Common Stock
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.7%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 47 of 59 Pages
--------------------- -------------------
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $.0001 par value, of Kesselring
Holding Corporation., a Delaware corporation ("Issuer"). The Issuer's principal
address is 602 West Valley Mall Blvd., Union Gap, WA 98901.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name
Rose Marie Craig
(b) Business Address
602 West Valley Mall Blvd., Union Gap, WA 98901.
(c) Present Principal Occupation
Realtor.
(d) During the last five years, Rose Marie Craig has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Rose Marie Craig has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Citizenship
United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Rose Marie Craig acquired 500,409 shares on May 18, 2007 in a reverse merger
transaction when the Issuer acquired Kesselring Corporation, which had acquired
King Brothers Woodworking, Inc. on July 1, 2006. In addition, Ms. Craig acquired
200,000 shares on May 6, 2008, as a gift from her husband, Kenneth Craig.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 48 of 59 Pages
--------------------- -------------------
ITEM 4. PURPOSE OF TRANSACTION
Rose Marie Craig acquired 500,409 shares of the Issuer's common stock pursuant
to a Share Exchange Agreement in a reverse merger transaction as described in
Item 3 above. In addition, Ms. Craig acquired 200,000 shares on May 6, 2008, as
a gift from her husband, Kenneth Craig. Except as indicated in subparagraph (d)
below, Rose Marie Craig currently has no plans or proposals that relate to or
would result in:
(a) The acquisition by any person of additional securities of Issuer or
the disposition of securities of Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of Issuer or any of
its subsidiaries;
(d) Any change in the present board of directors or management of Issuer,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board other than
the recent action on November 16, 2009, by the other reporting persons
designated herein ("Group Members") that removed the prior officers
and directors of the Issuer and replaced them with three new
directors: Greg Aff, Gary E. King and Teddy B. Sparling, and Gary E.
King as the new President and Chief Executive Officer of the Issuer;
(e) Any material change in the present capitalization or dividend policy
of Issuer;
(f) Any other material change in Issuer's business or corporate structure;
(g) Changes in Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of Issuer by any person;
(h) Causing a class of securities of Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 49 of 59 Pages
--------------------- -------------------
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Aggregate Number and Percentage of Securities
According to the most recently available information, there are
approximately 36,046,321 shares of Issuer common stock outstanding.
Ms. Craig is the direct beneficial owner 700,409 shares of Issuer
common stock or 1.9% of the outstanding shares. By virtue of her
November 16, 2009 execution of a written consent of the Group Members
to remove the Issuer's prior management and replace it with new
management, Ms. Craig is deemed to have shared voting power of
19,369,785 shares of Issuer common stock outstanding or 53.7% of such
outstanding shares.
(b) Power to Vote and Dispose
Ms. Craig has the sole power to vote or dispose of 700,409 shares of
Issuer common stock outstanding and shared power to vote 19,369,785
shares together with the other Group Members.
(c) Transactions within the Past 60 Days
Ms. Craig has not engaged in any transactions in common stock of
Issuer during the past sixty days other than the transactions
described in Item 4(d).
(d) Certain Rights of Other Persons
Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Except for the execution by the Group Members of the written consent to remove
the prior management and replace them with new management, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 required to be disclosed under this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 Joint Filing Agreement.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 50 of 59 Pages
--------------------- -------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nicola O'Sullivan
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
--------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------
7 SOLE VOTING POWER
2,257,379
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 19,369,785
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,257,379
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,369,785 shares of Common Stock
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.7%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 51 of 59 Pages
--------------------- -------------------
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $.0001 par value, of Kesselring
Holding Corporation., a Delaware corporation ("Issuer"). The Issuer's principal
address is 602 West Valley Mall Blvd., Union Gap, WA 98901.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name
Nicola O'Sullivan
(b) Business Address
602 West Valley Mall Blvd., Union Gap, WA 98901.
(c) Present Principal Occupation
Trustee of the Nicola O'Sullivan Trust. _____________________________
(d) During the last five years, Ms. O'Sullivan has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Ms. O'Sullivan has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Citizenship
United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Nicola O'Sullivan Trust acquired 2,257,379 shares on May 18, 2007 in a
reverse merger transaction when the Issuer acquired Kesselring Corporation,
which had acquired King Brothers Woodworking, Inc. on July 1, 2006. Nicola
O'Sullivan is the Trustee of the Nicola O'Sullivan Trust.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 52 of 59 Pages
--------------------- -------------------
ITEM 4. PURPOSE OF TRANSACTION
The Nicola O'Sullivan Trust acquired 2,257,379 shares of the Issuer's common
stock pursuant to a Share Exchange Agreement in a reverse merger transaction as
described in Item 3 above. Except as indicated in subparagraph (d) below, Nicola
O'Sullivan as Trustee currently has no plans or proposals that relate to or
would result in:
(a) The acquisition by any person of additional securities of Issuer or
the disposition of securities of Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of Issuer or any of
its subsidiaries;
(d) Any change in the present board of directors or management of Issuer,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board other than
the recent action on November 16, 2009, by the other reporting persons
designated herein ("Group Members") that removed the prior officers
and directors of the Issuer and replaced them with three new
directors: Greg Aff, Gary E. King and Teddy B. Sparling, and Gary E.
King as the new President and Chief Executive Officer of the Issuer;
(e) Any material change in the present capitalization or dividend policy
of Issuer;
(f) Any other material change in Issuer's business or corporate structure;
(g) Changes in Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of Issuer by any person;
(h) Causing a class of securities of Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 53 of 59 Pages
--------------------- -------------------
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Aggregate Number and Percentage of Securities
According to the most recently available information, there are
approximately 36,046,321 shares of Issuer common stock outstanding.
The Nicola O'Sullivan Trust is the direct beneficial owner of
2,257,379 shares of Issuer common stock or 6.3% of the outstanding
shares. By virtue of his, her or its November 16, 2009 execution of a
written consent of the Group Members to remove the Issuer's prior
management and replace it with new management, Nicola O'Sullivan as
Trustee is deemed to have shared voting power of 19,369,785 shares of
Issuer common stock outstanding or 53.7% of such outstanding shares.
(b) Power to Vote and Dispose
Nicola O'Sullivan as Trustee has the sole power to vote or dispose of
2,257,379 shares of Issuer common stock outstanding and shared power
to vote 19,369,785 shares together with the other Group Members.
(c) Transactions within the Past 60 Days
Neither the Nicola O'Sullivan Trust nor Nicola O'Sullivan as Trustee
or individually has engaged in any transactions in common stock of
Issuer during the past sixty days other than the transactions
described in Item 4(d).
(d) Certain Rights of Other Persons
Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Except for the execution by the Group Members of the written consent to remove
the prior management and replace them with new management, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 required to be disclosed under this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 Joint Filing Agreement.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 54 of 59 Pages
--------------------- -------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lawrence D. Wilder
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
--------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------
7 SOLE VOTING POWER
197,333
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 19,369,785
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 197,333
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,369,785 shares of Common Stock
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.7%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 55 of 59 Pages
--------------------- -------------------
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $.0001 par value, of Kesselring
Holding Corporation., a Delaware corporation ("Issuer"). The Issuer's principal
address is 602 West Valley Mall Blvd., Union Gap, WA 98901.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name
Lawrence D. Wilder
(b) Business Address
408 N. 60th Avenue Yakima, WA 98003
(c) Present Principal Occupation
Retired.
(d) During the last five years, Mr. Wilder has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Mr. Wilder has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Citizenship
United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Wilder acquired 197,333 shares on May 18, 2007 in a reverse merger
transaction when the Issuer acquired Kesselring Corporation, which had acquired
King Brothers Woodworking, Inc. on July 1, 2006.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 56 of 59 Pages
--------------------- -------------------
ITEM 4. PURPOSE OF TRANSACTION
Mr. Wilder acquired 197,333 shares of the Issuer's common stock pursuant to a
Share Exchange Agreement in a reverse merger transaction as described in Item 3
above. Except as indicated in subparagraph (d) below, Mr. Wilder currently has
no plans or proposals that relate to or would result in:
(a) The acquisition by any person of additional securities of Issuer or
the disposition of securities of Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of Issuer or any of
its subsidiaries;
(d) Any change in the present board of directors or management of Issuer,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board other than
the recent action on November 16, 2009, by the other reporting persons
designated herein ("Group Members") that removed the prior officers
and directors of the Issuer and replaced them with three new
directors: Greg Aff, Gary E. King and Teddy B. Sparling, and Gary E.
King as the new President and Chief Executive Officer of the Issuer;
(e) Any material change in the present capitalization or dividend policy
of Issuer;
(f) Any other material change in Issuer's business or corporate structure;
(g) Changes in Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of Issuer by any person;
(h) Causing a class of securities of Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 57 of 59 Pages
--------------------- -------------------
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Aggregate Number and Percentage of Securities
According to the most recently available information, there are
approximately 36,046,321 shares of Issuer common stock outstanding.
Mr. Wilder is the direct beneficial owner 197,333 shares of Issuer
common stock or less than 1% of the outstanding shares. By virtue of
his November 16, 2009 execution of a written consent of the Group
Members to remove the Issuer's prior management and replace it with
new management, Mr. Wilder is deemed to have shared voting power of
19,369,785 shares of Issuer common stock outstanding or 53.7% of such
outstanding shares.
(b) Power to Vote and Dispose
Mr. Wilder has the sole power to vote or dispose of 197,333 shares of
Issuer common stock outstanding and shared power to vote 19,369,785
shares together with the other Group Members.
(c) Transactions within the Past 60 Days
Mr. Wilder has not engaged in any transactions in common stock of
Issuer during the past sixty days other than the transactions
described in Item 4(d).
(d) Certain Rights of Other Persons
Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Except for the execution by the Group Members of the written consent to remove
the prior management and replace them with new management, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 required to be disclosed under this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 Joint Filing Agreement.
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 58 of 59 Pages
--------------------- -------------------
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
December 23, 2009
----------------------------------
(Date)
/s/ Gary E. King
----------------------------------
Signature
Gary E. King
----------------------------------
Name
/s/ Donald Craig
----------------------------------
Signature
Donald Craig
----------------------------------
Name
/s/ Teresita Craig
----------------------------------
Signature
Teresita Craig
----------------------------------
Name
/s/ Erin Craig
----------------------------------
Signature
Erin Craig
----------------------------------
Name
/s/ Justin Craig
----------------------------------
Signature
Justin Craig
----------------------------------
Name
/s/ Greg Aff
----------------------------------
Signature
Greg Aff
----------------------------------
Name
|
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 492536 10 7 Page 59 of 59 Pages
--------------------- -------------------
/s/ Candace Broadfoot
----------------------------------
Signature
Candace Broadfoot
----------------------------------
Name
/s/ Curtis King
----------------------------------
Signature
Curtis King
----------------------------------
Name
/s/ Lois A. King
----------------------------------
Signature
Lois A. King
----------------------------------
Name
/s/ Kenneth Craig
----------------------------------
Signature
Kenneth Craig
----------------------------------
Name
/s/ Rose Marie Craig
----------------------------------
Signature
Rose Marie Craig
----------------------------------
Name
/s/ Teddy B. Sparling
----------------------------------
Signature
Teddy B. Sparling
----------------------------------
Name
Nicola O'Sullivan Trust
By: /s/ Nicola O'Sullivan
----------------------------------
Signature
Nicola O'Sullivan, Trustee
----------------------------------
Name
/s/ Lawrence D. Wilder
----------------------------------
Signature
Lawrence D. Wilder
----------------------------------
Name
|
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