UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-KSB





X
            ANNUAL
      REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES ACT OF
    1934TRANSITION
      REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





Commission
File Number 000-52375





KESSELRING HOLDING
CORPORATION


(Name of
small business issuer in its charter)





Delaware
            
            20-4838580(State
      or other jurisdiction of incorporation)
            
            (I.R.S
      Employer Identification Number)1956
      Main Street
              Sarasota,
      Florida
            
            34236(Address
      of principal executive offices)
            
            (Zip
      Code)





Issuer’s
      telephone number
            
            (941)
      953-5774




Securities
registered under Section 12(b) of the Exchange Act: None






Securities
registered under Section 12(g) of the Exchange Act: None






Check
whether the Issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.) Yes [X] No [ ]






Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]






Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) Yes [ ] No [X]




The
Issuer's gross sales for the year ending September 30, 2008 were
$10,141,078.






As of
December 26, 2008 the number of shares outstanding of the Issuer's common stock
was 38,308,669.






As of
December 26, 2008 the aggregate number of shares held by non-affiliates was
approximately 24,434,014.






As of
December 26, 2008 the aggregate market value of the Issuer's common stock held
by non-affiliates was $244,340, based on the average bid and asked price of
$0.01 per share as of December 26, 2008.









1




KESSELRING
HOLDING CORPORATION


FORM
10-KSB TABLE OF CONTENTS





Certain
information included in this report and other Company filings (collectively,
“SEC Filings”) under the Securities Exchange Act of 1934, as amended (as well as
information communicated orally or in writing between the dates of such SEC
Filings) contains or may contain forward looking information that is subject to
certain risks, trends and uncertainties that could cause actual results to
differ materially from expected results. Among these risks, trends and
uncertainties are the Company’s ability to raise capital, national and local
economic conditions, the lack of an established operating history for the
Company’s current business activities, conditions and trends in the restoration
and general contracting industries in general, changes in interest rates, the
impact of severe weather on the Company’s operations, the effects of
governmental regulation on the Company and other factors described from time to
time win our filings with the Securities and Exchange Commission.





PART
      OR ITEM
                DESCRIPTION
      OF ITEM
                PAGEPART
      IITEM
      1.
                Description
      of Business.
                3ITEM
      1A.
                Risk
      Factors.
                8ITEM
      2.
                Description
      of Property.
                12ITEM
      3.
                Legal
      Proceedings.
                13ITEM
      4.
                Submission
      of Maters to a Vote of Security Holders.
                14PART
      IIITEM
      5.
                Market
      for Common Equity and Related Stockholder Matters.
                15ITEM
      6.
                Management’s
      Discussion and Analysis or Plan of Operation.
                16ITEM
      7.
                Financial
      Statements.
                25ITEM
      8.
                Changes
      In and Disagreements With Accountants on Accounting and Financial
      Disclosure.
                26ITEM
      8A.
                Controls
      and Procedures.
                26ITEM
      8B.
                Other
      Information.
                28PART
      IIIITEM
      9.
                Directors
      and Executive Officers of the Registrant.
                29ITEM
      10.
                Executive
      Compensation
                32ITEM
      11.
                Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
                39ITEM
      12.
                Certain
      Relationships and Related Transactions.
                40ITEM
      13.
                Exhibits.
                41ITEM
      14.
                Principal
      Accountant Fees and Services.
                42








2






PART
I
 ITEM
I. DESCRIPTION OF BUSINESS
 
 ITEM
1(a) – Business Development
 
 Kesselring
Holding Corporation (the “Company”) was organized as a Delaware corporation on
April 11, 2006. Following our acquisition of Kesselring Corporation on May 18,
2007 (more fully discussed in this Item, below), we are engaged in the following
areas:
 
 ·
              the
      manufacture and sale of cabinetry, door and hardware and remodeling
      products, principally to general
contractors,
 ·
              construction
      and restoration services, principally to commercial property owners,
      and
 ·
              commercial
      remodeling on customer-owned
properties.
 
 Our
business segments consist of
 
 ·
              Manufactured
      Products(cabinetry and
      remodeling products), and
 ·
              Construction
      Services (building, remodeling and restoration services). See Item
      1(b) – Business of Issuer.
 
 On December 12, 2008, in response to the
dramatically deteriorating business environment in the West Central Florida area
for the services offered by Kesselring Restoration, which is focused on
construction and restoration services, the Company decided to terminate those
employees and focus its efforts on subcontracting-out certain projects. The
Company will evaluate its strategic options and make a final determination for
that business in the second quarter of fiscal year 2009. In addition to
continuance, those options could include a sale, restructuring, or liquidation
of the business.
 
 Merger
and Recapitalization
 
 On May
18, 2007, we acquired Kesselring Corporation, a Florida Corporation (“Kesselring
Florida”) pursuant to a Share Exchange Agreement (the “Exchange Agreement”). The
Exchange Agreement provided for, among other things, the exchange of Kesselring
Florida’s 26,773,800 outstanding common shares for 26,796,186 (or 80.28%) of our
post-forward split common shares. Considering that, following the acquisition of
Kesselring Florida, Kesselring Florida’s shareholders control the majority of
the Company’s outstanding voting common stock, its management has actual
operational and governance control and Offline effectively succeeded its
otherwise minimal operations to its operations, Kesselring Florida was
considered the accounting acquirer in this reverse-merger transaction. A
reverse-merger transaction is considered, and accounted for, as a capital
transaction in substance. It is equivalent to the issuance of Kesselring
Florida’s common stock for the net monetary assets of Offline, accompanied by a
recapitalization.
 
 On May
18, 2007, Marcello Trbitsch (the pre-merger majority shareholder and principal
officer) entered into a Settlement and Release Agreement (the “Settlement
Agreement”) with the Company pursuant to which he agreed to cancel 117,048,750
shares of common stock in consideration of the transfer of all of the assets of
the Company’s former business. The Settlement Agreement further provided for Mr.
Trbitsh’s assumption of all obligations and liabilities of the Company’s former
business.
   3
  
 In
connection with the acquisition of Kesselring Florida, we changed our fiscal
year end from December 31 to September 30. In addition, on June 8, 2007, we
changed our name from Offline Consulting, Inc. to Kesselring Holding
Corporation.
 
 On June
29, 2007, our Board of Directors and stockholders approved a 19.5 for one
forward stock split of our issued and outstanding common stock and a reduction
in our authorized shares from 700,000,000 to 200,000,000, each of which were
effective on July 8, 2007. All share and per share information has been restated
to give effect to the forward split for all periods presented.
 
 
 Financing
Transactions
 
 On May
18, 2007, we entered into a financing arrangement with Vision Opportunity Master
Fund Ltd. (“Vision”) pursuant to which we sold various securities in
consideration of an aggregate purchase price of $1,500,000 (the “Preferred
Financing”). In connection with the Preferred Financing, we issued the following
securities to Vision:
 
 ·
              1,000,000
      shares of Series A Preferred Stock (the “Series A
    Preferred”);
 ·
              Series
      A Common Stock Purchase Warrants to purchase 3,091,959 shares of common
      stock at $.49 per share for a period of five years (“Series A
      Warrants”);
 ·
              Series
      B Common Stock Purchase Warrants to purchase 3,091,959 shares of common
      stock at $.54 per share for a period of five years (“Series B Warrants”);
      and,
 ·
              Series
      J Common Stock Purchase Warrants to purchase 3,091,959 shares of common
      stock at $.54 per share for a period of one year from the effective date
      of the registration statement (“Series J
  Warrants”).
 
 The
shares of Series A Preferred Stock are convertible, at any time at the option of
the holder, into an aggregate of 3,091,959 shares of our common stock. Holders
of the Series A Preferred Stock are entitled to receive, when declared by our
board of directors, annual dividends of $0.12 per share of Series A Preferred
Stock paid semi-annually on June 30 and December 31. Such dividends may be paid,
at the election of the Company, either (i) in cash if legally able to do so, or
(ii) in restricted shares of our common stock with piggyback registration
rights.
 
 In the
event of any liquidation or winding up of our company, the holders of Series A
Preferred Stock will be entitled to receive, in preference to holders of common
stock, an amount equal to 115% of the original purchase price per share. There
are no other net-cash settlement provisions embodied in the Series A Preferred
Stock that are not within our control.
 
 The
Series A Warrants and the Series B Warrants are exercisable for five years at an
exercise price of $0.49 and $0.54 per share, respectively. In the event that the
shares of common stock underlying the Series A Warrants and the Series B
Warrants are not registered by May 2009, then the Series A Warrants and the
Series B Warrants are exercisable on a cashless basis. The Series J Warrants are
exercisable for one year from the date of the registration statement registering
the shares of common stock underlying the Series J Warrants is declared
effective at an exercise price of $.54 per share.
 
 We
granted the investor registration rights with respect to the Series A Preferred
Stock and the warrants. We were required to file a registration statement within
60 days from closing and have such registration statement declared effective
within 150 days from closing if the registration statement is not reviewed or,
in the event that the registration statement is reviewed, within 180 days from
closing. If we fail to have the Registration Statement filed or declared
effective by the required dates, which is the case, the dividend rate associated
with the Series A Preferred Stock, as applicable, is increased from 8% to 10%.
Otherwise, there are no required cash payments (such as registration payments or
penalties) that accrue to the benefit of the investors. Additionally, Vision has
the right of first refusal on subsequent funding opportunities along with the
right to reset the conversion price and exercise price associated with the
Series A Preferred and the Warrants in the event that the purchase price for the
subsequent funding rounds is less than the conversion price or the exercise
price in the Preferred Financing.
   4
  
 On March
2, 2007, we entered into a face value, $1,255,500, ten-year, adjustable rate
mortgage note payable which was and continues to be secured by real estate that
we own in Yakima, Washington. See Item 2 for additional information about our
real estate holdings.
 
 On August
16, 2007, we entered into a Securities Purchase Agreement with the Marie Baier
Foundation (the “Foundation”), pursuant to which we issued a convertible
promissory note in the principal amount of $350,000 (the “Foundation Note”). The
Foundation Note bears interest at 7.36%, matures one year from the date of
issuance and is convertible into our common stock, at the Foundation’s option,
at a conversion price of $0.48 per share (the trading market on that date was
$0.30). The Foundation converted the note with interest for 733,725 shares of
common stock on September 17, 2007.
 
 In
October, November and December, 2007 and January, June and July, 2008, certain
members of our Board of Directors, or organizations with which they are
affiliated, funded an aggregate $945,000 to us pursuant to notes payable. These
notes bear interest at 7.0% and mature as follows: April 18, 2009 – $250,000;
April 23, 2009 - $50,000; May 8, 2009 - $25,000; November 6, 2009 - $25,000 and
June 18, 2009 – $250,000; June 27, 2009 - $30,000; June 30, 2009 - $45,000; July
3, 2009 - $20,000.  In addition an additional $250,000 was added in
three tranches bearing interest of 12% and mature as follows: June 26, 2009 -
$40,000; July 3, 2009 - $21,000; July 8, 2009 - $189,000.
 
 Purchases
of Businesses
 
 We
believe that opportunities exist to acquire privately-owned businesses in the
segments that we operate within as well as other segments, on terms favorable to
the company. If necessary, we will acquire the necessary financing to complete
the acquisition. There can be no assurances that we will be able to achieve
these conditions necessary to complete acquisitions.
 
 On
January 14, 2005, Kesselring Florida acquired the outstanding common stock of
Kesselring Restoration Corporation, Inc. (“Kesselring Restoration”) for cash
consideration of $80,000 and notes payable of $50,000; accordingly, our purchase
price amounted to $130,000. We made this purchase for the purpose of commencing
our Restoration Services business. The acquisition of Kesselring Restoration was
accounted for using the purchase method of accounting. Accordingly, the purchase
price, plus the fair values of assumed liabilities, was allocated to the
tangible and intangible assets acquired based upon their respective fair values.
Since the fair values of the tangible and intangible assets acquired exceeded
the purchase price, the fair values of long-lived assets acquired, including
identifiable intangible assets, were reduced to zero and the excess of $12,504
was recorded as an extraordinary gain during the period the acquisition
occurred. The operations of Kesselring Restoration are included in our
consolidated financial statements commencing on the date of this
acquisition.
 
 On March
10, 2005, Kesselring Florida acquired the outstanding common stock of TBS
Constructors, Inc. (“TBS”) for cash consideration of $10,000. We made this
purchase principally for the purpose of engaging TBS’s then owner as our
President, and entering into the residential home construction and remodeling
business. The acquisition of TBS was accounted for using the purchase method of
accounting. Accordingly, the purchase price, plus the fair values of assumed
liabilities was allocated to the tangible and intangible assets acquired based
upon their respective fair values. The operations of TBS Constructors, Inc. are
included in our consolidated financial statements commencing on the date of this
acquisition.
 
 On July
1, 2006, Kesselring Florida acquired the outstanding common stock of the
individual companies comprising the King Group of Companies (the “King Group”)
for 7,446,218 shares of our common stock; face value $700,000 of notes payable,
due December 31, 2006; and, up to $150,000 for certain direct, purchase-related
reimbursements that were probable of payment at the time of the purchase. The
King Group comprised individual companies that were under common shareholder
control at the time of our purchase. We purchased the King Group for the purpose
of commencing our Manufactured Products business. The common shares that we
issued had a fair value of $1,680,723 on the acquisition date based upon a
valuation of the share values using the Income Approach; accordingly, our
purchase price amounted to $2,530,723. Our acquisition of the King Group was
accounted for using the purchase method of accounting. Accordingly, the purchase
price, noted above, plus the fair values of assumed liabilities, was allocated
to the tangible and intangible assets acquired based upon their respective fair
values. The operations of the King Group are included in our consolidated
financial statements commencing on the date of this acquisition. In addition,
given that the King Group was a material acquisition, we have included its prior
financial statements in Item 7, herein, for the period immediately preceding our
acquisition.
 
 
 
 5
 
  Restructuring
Program
 
 During
the second fiscal quarter of our year ended September 30, 2008, our Board of
Directors undertook a restructuring program focused on curtailing our cost
structure, restructuring management and associated responsibilities, cutting our
headcount, raising capital, and aggressively seeking acquisition opportunities.
The initial measure was to substantially restructure our executive management.
This restructured executive management team developed and implemented strategic
and tactical plans to address the Board-directed mandate to alleviate our
liquidity shortfalls, improve gross profit margins, reduce expenses and,
ultimately, achieve profitability. Since the second fiscal quarter, execution of
this plan has included the following:
 
 ·
              the
      elimination of a substantial number of our Florida-based positions and
      associated employment costs,
 ·
              the
      curtailment of operating costs and
expenses,
 ·
              the
      refocus of construction services work away from less profitable
      homebuilding activities to more profitable restoration and renovation
      activities; and,
 ·
              the
      aggressive development of our manufactured products
    business.
 
 Our Board
of Directors has been reviewing the performance of the restructuring program
quarterly. The following unaudited condensed quarterly amounts and trends are
the key performance indicators that our executive management reviews with our
Board:
 
 Quarterly
      Period Ended (a, b)December
      31,
                      2007
                    
                    
                    March
      31,
                      2008
                    
                    
                    June
      30,
                      2008
                    
                    
                    September
      30,
                      2008Revenues:Manufactured
      Products:Woodworking
                    
                    $
                    1,504,060
                    
                    
                    $
                    1,524,482
                    
                    
                    $
                    1,320,515
                    
                    
                    $
                    1,491,620Door
      and Hardware
                    
                    
                    285,096
                    
                    
                    
                    403,631
                    
                    
                    
                    257,780
                    
                    
                    
                    559,2621,789,156
                    
                    
                    
                    1,928,113
                    
                    
                    
                    1,578,295
                    
                    
                    
                    2,050,882Construction
      Services:Homebuilding
                    
                    
                    253,614
                    
                    
                    
                    23,489
                    
                    
                    
                    50,470
                    
                    
                    
                    29,318Restoration
                    
                    
                    655,104
                    
                    
                    
                    456,279
                    
                    
                    
                    368,034
                    
                    
                    
                    958,324908,718
                    
                    
                    
                    479,768
                    
                    
                    
                    418,504
                    
                    
                    
                    987,642Total
                    
                    
                    2,697,874
                    
                    
                    
                    2,407,881
                    
                    
                    
                    1,996,799
                    
                    
                    
                    3,038,526Gross
      profit:Manufactured
      Products
                    
                    
                    392,966
                    
                    
                    
                    630,783
                    
                    
                    
                    459,810
                    
                    
                    
                    788,236Construction
      Services
                    
                    
                    92,018
                    
                    
                    
                    (3,536
                    )
                    
                    
                    145,042
                    
                    
                    
                    320,156Total
                    
                    
                    484,984
                    
                    
                    
                    627,247
                    
                    
                    
                    604,852
                    
                    
                    
                    1,108,392Manufactured
      Products
                    
                    
                    22.0
                    %
                    
                    
                    32.7
                    %
                    
                    
                    29.1
                    %
                    
                    
                    38.4
                    %Construction
      Services
                    
                    
                    10.1
                    %
                    
                    
                    (0.7
                    %)
                    
                    
                    34.7
                    %
                    
                    
                    32.4
                    %Total
                    
                    
                    18.0
                    %
                    
                    
                    26.1
                    %
                    
                    
                    30.3
                    %
                    
                    
                    36.5
                    %Costs
      and expenses:Restructuring
      costs (c)
                    
                    
                    --
                    
                    
                    
                    789,100
                    
                    
                    
                    (12,500
                    )
                    
                    
                    (118,994
                    )Other
      operating costs
                    
                    
                    1,759,555
                    
                    
                    
                    1,345,969
                    
                    
                    
                    1,020,878
                    
                    
                    
                    986,417Other
      income (expense)
                    
                    
                    (33,057
                    )
                    
                    
                    (43,262
                    )
                    
                    
                    (62,789
                    )
                    
                    
                    (65,127
                    )Total
                    
                    
                    1,792,612
                    
                    
                    
                    2,178331
                    
                    
                    
                    1,071,167
                    
                    
                    
                    932,840Net
      income (loss)
                    
                    $
                    (1,307,628
                    )
                    
                    $
                    (1,551,084
                    )
                    
                    $
                    (466,315
                    )
                    
                    $
                    175,846Income
      (loss) per common share—basic and diluted
                    
                    $
                    (0.04
                    )
                    
                    $
                    (0.04
                    )
                    
                    $
                    (0.01
                    )
                    
                    $
                    0.01Earnings
      (loss) before interest, taxes, depreciation and amortization (EBITDA)
      (d)
                    
                    $
                    (1,237,689
                    )
                    
                    $
                    (1,454,596
                    )
                    
                    $
                    (357,155
                    )
                    
                    $
                    287,267Cash
      flows from operations
                    
                    $
                    (951,275
                    )
                    
                    $
                    15,466
                    
                    
                    $
                    (106,048
                    )
                    
                    $
                    (62,724
                    )Working
      capital deficiency
                    
                    $
                    (564,224
                    )
                    
                    $
                    (2,025,658
                    )
                    
                    $
                    (2,169,954
                    )
                    
                    $
                    (1,870,888
                    )
 
 (a)
              These
      results should be read in conjunction with our consolidated financial
      statements and Management’s Discussion and Analysis included elsewhere in
      this Annual Report.
 (b)
              We
      have provided further analysis of these key indicators in Management’s
      Discussion and Analysis.
 (c)
              See
      our accounting policy and details of our restructuring charges below and
      in Note 8 to our consolidated financial
  statements.
 (d)
              EBITDA
      is a non-GAAP measure, but it is a performance indicator that our Board
      has found useful. A reasonably comparable GAAP measure is cash flow from
      operations, also provided above. The principal difference in these two
      measures is that cash flow from operating activities includes the effects
      of changes in operating assets and operating
  liabilities.
   6
  
 In
addition to the restructuring of our operations, our executive management is
currently performing due diligence procedures on certain acquisition candidates
and carefully considering other strategic initiatives to bring the Company into
a state of profitability and continued growth. However, any acquisition will be
predicated on our ability to obtain acquisition financing in order to complete
the acquisition. The current capital markets have been slow, and in some
instances unresponsive, to our proposals for financing. Accordingly and in
particular given the unprecedented dislocation in the financial and credit
markets, we cannot provide any guarantee or level of probability with respect to
our ability to close on the acquisition of these candidates.
 
 We account for exit and
termination activities arising from our restructuring program in accordance with
Statement of Financial Accounting Standards No. 146Accounting
for Costs Associated with Exit of Disposal Activities.Statement No.
146 represents a significant change from the prior practice by requiring that a
liability for costs associated with an exit or disposal activity be recognized
generally as they are incurred and initially measured at fair value only when
the liability is incurred.
 
 The
following table illustrates the activity in our restructuring
reserve:
  Activity
                
                Balance
      at
                  October
      1, 2007
                
                
                Restructuring
                  Charges
                
                
                Restructuring
                  Payments/Adjustments/
                  Credits
                
                
                Balance
      at
                  September
      30, 2008Contract
      termination costs
                
                $
                --
                
                
                $
                452,040
                
                
                $
                139,540
                
                
                $
                312,500Termination
      benefits
                
                
                --
                
                
                
                299,560
                
                
                
                240,811
                
                
                
                58,749Other
      associated costs
                
                
                --
                
                
                
                25,000
                
                
                
                14,359
                
                
                
                10,641$
                --
                
                
                $
                776,600
                
                
                $
                394,710
                
                
                $
                381,890
 
 Contract
Termination Costs:  In March 2008, we exited a significant facility
operating lease that has remaining non-cancellable payments of $748,787
(including executory costs). At that time, we recorded our best estimate of the
fair value of the lease obligation, amounting to $425,040, which was net of
estimated sublease collections, using a probability weighted, discounted forward
cash flow valuation technique. As discussed in Note 13 in the accompanying
financial statements, in July 2008, we entered into a settlement agreement and
mutual release with the landlord. Based upon the terms of the settlement
agreement, we revised our estimate of the lease exit reserve which reduced the
reserve by $119,000.
 
 Termination
Benefits: We have terminated the employment of certain officers and employees
since the commencement of our restructuring program. We record termination
benefits when they are both approved by the appropriate level of management (or
in some instance our Board of Directors) and the benefit is communicated to and
committed to the employee. Our termination benefits do not include any on-going
performance payments (such as stay-bonuses) or benefit (such as health
insurance).
 
 Other
Associated Costs: These costs represent direct, incremental expenses associated
with the exit or restructuring activities, such as legal expenses related to
consultation and the drafting of agreements.
 
 
 Other
Associated Costs: These costs generally include direct, incremental expenses
associated with the exit or restructuring activities, such as legal
expenses.
 
 Since
current accounting standards provide for the recognition of restructuring and
exit activities when the related costs have been incurred, we may have
additional charges in future periods as we continue our restructuring
activities.
  ITEM
1(b) – Business of Issuer
 
 We are
engaged in the following areas:
 
 ·
              the
      manufacture and sale of cabinetry door and hardware and remodeling
      products, principally to
contractors,
 ·
              restoration
      services, principally to commercial property owners,
  and
 ·
              multifamily
      and commercial remodeling and building services on customer-owned
      properties.
 
 We apply
the “management approach” to the identification of our reportable operating
segments as provided in Financial Accounting Standard No. 131 Disclosures about Segments
of an Enterprise and Related Information. This approach requires us to
report our segment information based on how our chief decision making officer
internally evaluates our operating performance. As more fully discussed in Note
14 to our Consolidated Financial Statements, included in Item 7 and Item 1(b),
herein, our business segments consist of the following:
 
 ·
              Manufactured
      Products(manufacture and sale of cabinetry, door and hardware and
      remodeling products), and
 ·
              Construction
      Services (building and restoration services). Our Manufactured
      Products Segment facilities are located in the State of Washington and
      principally serve contractors in the Northwestern United States. Our
      Construction Services Segment, consisting of building and restoration
      services, is conducted in the State of Florida and principally serves the
      West Central Florida Area.
 
 Manufactured
Products Segment
 
 The King
Group of Companies (“King Group”) are manufacturers of wood casings and
cabinets, and door and hardware products in central Washington State. In over
29,000 square feet of manufacturing space, the King Group manufactures specialty
wood moldings, doors, casework, display fixtures and related hard surface
materials. Approximately 75% of its work is commercial with the remainder
high-end residential. The commercial work is predominately secured through
competitive bidding. Work is performed for major general construction
contractors statewide.
 
 Construction
Services Segment
 
 Kesselring
Restoration offers commercial exterior restoration services that include removal
and replacement of concrete, stucco, carpentry, waterproofing and painting of
buildings ranging from single floor to high-rise. Kesselring Restoration
performs work primarily on condominiums, but also on banks, hotels, office
buildings, and shopping malls. Most of Kesselring Restoration services are
performed by its employees. We believe that an average coastal structure
requires restoration services every five to seven years under normal weather
circumstances.
 
  7
  
 
 Competition
 
 In the
Construction Services Segment, we compete against numerous local and regional
construction service providers. The competition for construction services
generally has the result of reducing competitive bidding. Competitors in our
Manufactured Products business segment include Masco Corporation and Imperial
Industries, Inc. We expect additional competitors as the market for specialty
services continues to grow and lacks significant barriers to entry.
 
 Sources
and Availability of Raw Materials
 
 Currently,
the raw materials used in our business segments, are neither short-supply nor
subject to severe market volatility as to pricing. We have a robust network of
material providers in both of our operating segments and are aware of many other
sources should a current provider be unable to fulfill our needs.
 
 
 Government
Regulation
 
 Portions
of our operations are highly regulated and subject to a variety of federal and
state laws, including environmental laws, which require that we obtain various
licenses, permits and approvals. We must obtain and maintain various federal,
state and local governmental licenses, permits and approvals in order to provide
our services. We believe we are in material compliance with all applicable
licensing and similar regulatory requirements. However, we can provide
no assurance that we can maintain our licenses or registrations in the
states in which we currently do business, or that we can obtain licenses or
registrations required by any states in which we may desire to expand our
business.
 
 Portions
of our business are heavily regulated by federal, state and local environmental
regulations, including those promulgated under the Environmental Protection
Agency. These federal, state and local environmental laws and regulations govern
the discharge of hazardous materials into the air and water, as well as the
handling, storage, and disposal of hazardous materials and the remediation of
contaminated sites. Our businesses may involve working around and with volatile,
toxic and hazardous substances and other regulated substances.  We are not
aware of any federal, state or local environmental laws or regulations that will
materially affect our earnings or competitive position, or result in material
capital expenditures; however, we cannot predict the effect on our operations of
possible future environmental legislation or regulations.
 
 Employees
 
 As of
September 30, 2008, we have 70 employees of which 54 are full time
employees. Our employees are located in Florida and Washington: 20 employed in
our Construction Services Segment, 47 in our Manufactured Products
Segment, and 3 in Corporate. We have not experienced any work stoppages and we
consider relations with our employees to be good. Further, we believe that the
workforce in our service areas is generally sufficient to support our
overall growth plans.
  PART
1
  ITEM
1A. RISK FACTORS.
 
 You
should carefully consider the risks described below as well as other information
provided to you in this document, including information in the section of this
document entitled “Information Regarding Forward Looking Statements.” Additional
risks and uncertainties not presently known to our company or that we currently
believe are immaterial may also impair our business operations. If any of the
following risks actually occur, our businesses, financial condition or results
of operations could be materially adversely affected, the value of our common
stock could decline, perhaps significantly, and you may lose all or part of your
investment.
 
 Risks Related to Our
Business
 
 Our limited operating history makes
it difficult for us to evaluate our future business prospects and make decisions
based on those estimates of our future performance.
 
 Although
our management team has been engaged in the restoration and wood working
business for an extended period of time, we did not begin operations of our
current business concept relating to restoration and wood working until January
2005 and we have only recently commenced our plan of acquiring other companies.
Through September 30, 2008, we have completed three acquisitions.  We have
a limited operating history in our current combined form, which makes it
difficult to evaluate our business on the basis of historical
operations.  As a consequence, it is difficult, if not impossible, to
forecast our future results based upon our historical data.  Reliance on
the historical results of our acquisition targets may not be representative of
the results we will achieve, particularly in our combined form.  Because of
the uncertainties related to our lack of historical operations, we may be
hindered in our ability to anticipate and timely adapt to increases or decreases
in sales, revenues or expenses.  If we make poor budgetary decisions as a
result of unreliable historical data, we could be less profitable or incur
losses, which may result in a decline in our stock price.
 
 Our
results of operations have historically resulted in losses, and we may not be
able to achieve profitability.
 
 We
incurred a net loss of ($3,149,185) for the year ended September 30, 2008, and a
net loss of ($3,106,621) for the year ended September 30, 2007. Our management
believes that our current business plan will be successful and that we believe
we will be able to limit our losses; however, our business plan is speculative
and unproven.  There is no assurance that we will be successful in
executing our business plan or that even if we successfully implement our
business plan, that we will be able to curtail our losses now or in the
future.  If we incur significant operating losses, our stock price may
decline, perhaps significantly.
 
  8
  
 
 Our
business depends on the demand for construction and restoration services, and if
the demand for these services decrease, our revenues could decline.
 
 Our
business depends upon the demand for construction and restoration services that
we provide primarily to commercial general contractors.  In our
Construction Services segment, we have been adversely impacted by the rapidly
deteriorating economy in Florida. This has resulted in a dramatic reduction in
potential projects as our customers have put many projects on hold as the nation
is in a recession. We would be adversely affected by any slowdown in the growth
of, or reduction in demand for, restoration services. Additionally, demand for
all of our services depends on numerous factors, including:
 
 
              The
      state of the economy in general, and in particular, in Florida and
      Washington,
 
 
              the
      financial condition of general contractors, associations, and commercial
      building owners or businesses looking
                Services
 who retain
our services.
 
 If demand
for the services that we provide decreases, then we may experience a decline in
sales resulting in decreased profits.  If demand for our services decreases
and our management fails to implement appropriate adjustments, then our
profitability could suffer and the price of our common stock could
decline.
 
 We
may engage in acquisitions, which will consume resources and may be unsuccessful
or unprofitable.
  We have
pursued, and we intend to continue to pursue, a strategy of acquiring other
businesses. Our business model is to acquire restoration and construction
services and remodeling businesses as well as other businesses not in that
sector.  However, acquisitions are not always successful or
profitable.  Any future acquisitions could expose us to risks, including
risks associated with assimilating new operations and personnel; diversion of
resources from our existing businesses; inability to generate revenues
sufficient to offset associated acquisition costs; and risks associated with the
maintenance of uniform standards, controls, procedures and policies. 
Acquisitions may also result in additional expenses from amortizing acquired
intangible assets.  If we attempt an acquisition and are unsuccessful in
its completion, we will likely incur significant expenses without any benefit to
our company.  If we are successful in completing an acquisition, the risks
and other problems we face may ultimately make the acquisition
unprofitable.  Failed acquisition transactions and underperforming
completed acquisitions would burden us with significant costs without any
corresponding benefits to us, which could cause our stock price to decrease,
perhaps significantly.
  We expect that we will need to raise
additional funds, and these funds may not be availablewhen we need them.
  We
believe that we will need to raise approximately $1 million to $3 million, in
order to fund our growth strategy and implement our business plan. 
Specifically, we expect that we will need to raise additional funds in order to
pursue rapid expansion, develop new or enhanced services and products, and
acquire complementary businesses or assets.  Additionally, we may need
funds to respond to unanticipated events that require us to make additional
investments in our business.  There can be no assurance that
additional financing will be available when needed on favorable terms, or at
all.  If these funds are not available when we need them, then we may need
to change our business strategy and reduce our rate of
growth.
  We must effectively manage the growth of our
operations, or our company will suffer.
  Our
ability to successfully implement our business plan requires an effective
planning and management process.  If funding is available, we intend to
increase the scope of our operations and acquire complimentary businesses. 
Implementing our business plan will require significant additional funding and
resources.  If we grow our operations, we will need to hire additional
employees and make significant capital investments.  If we grow our
operations, it will place a significant strain on our management and our
resources.  If we grow, we will need to improve our financial and
managerial controls and reporting systems and procedures, and we will need to
expand, train and manage our workforce.  Any failure to manage any of the
foregoing areas efficiently and effectively would cause our business to
suffer.
  We
face competition from numerous sources and competition may increase, leading to
a decline in revenues.
  We
compete primarily with well-established companies, many of which we believe have
greater resources than Kesselring.  We believe that barriers to entry in
the restoration and rebuilding/remodeling services sectors are not significant
and start-up costs are relatively low, so our competition may increase in the
future.  New competitors may be able to launch new businesses similar to
ours, and current competitors may replicate our business model, at a relatively
low cost.  If competitors with significantly greater resources than
ours decide to replicate our business model, they may be able to quickly
gain recognition and acceptance of their business methods and products through
marketing and promotion.  We may not have the resources to compete
effectively with current or future competitors.  If we are unable to
effectively compete, we will lose sales to our competitors and our revenues will
decline.
  Our failure to comply with federal
and state environmental laws and regulations could result in fines or
injunctions, which could materially impair the operation of our
business.
 
 Portions
of our business are heavily regulated by federal, state and local environmental
laws and regulations, including those promulgated under the Environmental
Protection Agency.  These federal, state and local environmental laws and
regulations govern the discharge of hazardous materials into the air and water,
as well as the handling, storage, and disposal of hazardous materials and the
remediation of contaminated sites.  Our businesses may involve working
around and with volatile, toxic and hazardous substances and other regulated
substances.  We may become liable under these federal, state and local laws
and regulations for the improper characterization, handling or disposal of
hazardous or other regulated substances.  We may become subject to claims
for personal injury or property damage related to accidents, spills, and
exposure to hazardous substances that are related to our business.  It is
possible that some of our operations could become subject to an injunction which
would impede or even prevent us from operating that portion of our
business.  Any significant environmental claim or injunction could have a
material adverse impact on our financial condition.  Additionally,
environmental regulations and laws are constantly changing, and changes in those
laws and regulations could significantly increase our compliance costs and
divert our human and other resources from revenue-generating
activities.
 
 The failure to
obtain and maintain required governmentallicenses, permits and approvals could
have a substantial adverse effect on our operations.
  We must
obtain and maintain various federal, state and local governmental licenses,
permits and approvals in order to provide our services.  We may not be
successful in obtaining or maintaining any necessary license, permit or
approval.  Further, as we seek to expand our operations into new markets,
regulatory and licensing requirements may delay our entry into new markets, or
make entry into new markets cost-prohibitive.  We cannot assure you that we
will be able to obtain or, once obtained, maintain our licenses or registrations
in any states where we are required to be licensed or registered to operate our
business.  Our activities in states where necessary licenses or
registrations are not available could be curtailed pending processing of an
application, and we may be required to cease operating in states where we do not
have valid licenses or registrations.  We could also become subject to
civil or criminal penalties for operating without required licenses or
registrations.  These costs may be substantial and may materially impair
our prospects, business, financial condition and results of
operation.
   9
   If
we fail to maintain adequate insurance, our financial results could be
negatively impacted.
 
 We carry
standard general liability insurance in amounts determined to be reasonable by
our management.  We are also covered through standard worker's compensation
insurance against claims by our employees for injuries and other conditions
contracted while on the job.  Although we believe we are adequately
insured, if we fail to adequately assess our insurance needs or if a significant
amount of claims are made by workers or others, there can be no assurance that
the amount of such claims will not exceed our available insurance, resulting in
a material negative impact on our financial results.  This could have an
adverse impact on the price of our common stock.
  We are heavily dependent on our
senior management, and a lossof a member of our senior management
team could cause our stock price to suffer.
  If we
lose members of our senior management, we may not be able to find appropriate
replacements on a timely basis, and our business could be adversely
affected.  Our existing operations and continued future development depend
to a significant extent upon the performance and active participation of certain
key individuals, including primarily our Chief Operating and Financial
Officer.  We cannot guarantee that we will be successful in retaining the
services of these or other key personnel.  If we were to lose any of these
individuals, we may not be able to find appropriate replacements on a timely
basis and our financial condition and results of operations could be materially
adversely affected.
  Our
inability to hire, train and retain qualified employees could cause our
financial condition to suffer.
  The
success of our business is highly dependent upon our ability to hire, train and
retain qualified employees.  We face competition from other employers for
laborers, and the availability of labor is limited, particularly in areas
serviced by our restoration services.  We must offer a competitive
employment package in order to hire and retain employees, and any increase in
competition for labor may require us to increase wages or benefits in order to
maintain a sufficient work force, resulting in higher operation costs. 
Additionally, we must successfully train our employees in order to provide high
quality services.  In the event of high turnover or a labor shortage, we
may experience difficulty in providing consistent high-quality services. 
These factors could adversely affect our results of operations.
 
 SPECIFIC
RISKS RELATING TO OUR COMMON STOCK
 
 The issuance of shares upon conversion of the Series A
Convertible Preferred Stock and exercise of outstanding Series A, Series B and
Series J Warrants issued to the investor may cause immediate and substantial
dilution to our existing stockholders.
 
 The
issuance of shares upon conversion of the Series A Preferred Stock and exercise
of warrants may result in substantial dilution to the interests of other
stockholders since the investor may ultimately convert and sell the full amount
issuable on conversion. Although the investor may not convert their Series A
Preferred Stock if such conversion would cause them to own more than 9.99% of
the Company’s outstanding common stock, this restriction does not prevent the
investor from converting and/or exercising some of their holdings and then
converting the rest of their holdings. In this way, the investor could sell more
than their limit while never holding more than this limit.
  We
have not paid dividends in the past and do not expect to pay dividends in the
future. Any return on investment may be limited to the value of our common
stock
  We have
never paid cash dividends on our common stock and do not anticipate paying cash
dividends in the foreseeable future. The payment of dividends on our common
stock will depend on earnings, financial condition and other business and
economic factors affecting it at such time as the board of directors may
consider relevant. If we do not pay dividends, our common stock may be less
valuable because a return on your investment will only occur if its stock price
appreciates.
 
 There
is a limited market for our common stock which may make it more difficult to
dispose of your stock.
 
 Our
common stock is currently quoted on the Over the Counter Bulletin Board under
the symbol "KSSH". There is a limited trading market for our common stock.
Accordingly, there can be no assurance as to the liquidity of any markets that
may develop for our common stock, the ability of holders of our common stock to
sell our common stock, or the prices at which holders may be able to sell our
common stock.
 
 A sale of a substantial number of
shares of our common stock may cause the price of our common stock to
decline.
  If our
stockholders sell substantial amounts of our common stock in the public market,
the market price of our common stock could fall. These sales also may make it
more difficult for the Company to sell equity or equity-related securities in
the future at a time and price that the Company deems reasonable or appropriate.
Stockholders who have been issued shares in the Acquisition will be able to sell
their shares pursuant to Rule 144 under the Securities Act of 1933, beginning
one year after the stockholders acquired their shares.
    10
 
 Our
common stock is subject to the "Penny Stock" rules of the SEC and the trading
market in our securities is limited, which makes transaction in our stock
cumbersome and may reduce the value of an investment in our stock.
 
 The SEC
has adopted Rule 3a51-1 which establishes the definition of a "penny stock," for
the purposes relevant to us, is any equity security that has a market price of
less than $5.00 per share or with an exercise price of less than $5.00 per
share, subject to certain exceptions. For any transaction involving a penny
stock, unless exempt, Rule 15g-9 requires:
 
 ·
              that
      a broker or dealer approve a person's account for transactions in penny
      stocks; and,
 ·
              the
      broker or dealer receive from the investor a written agreement to the
      transaction, setting forth the identity and quantity of the penny stock to
      be purchased.
 
 In order
to approve a person's account for transactions in penny stocks, the broker or
dealer must:
 
 ·
              obtain
      financial information and investment experience objectives of the person;
      and
 ·
              make
      a reasonable determination that the transactions in penny stocks are
      suitable for that person and the person has sufficient knowledge and
      experience in financial matters to be capable of evaluating the risks of
      transactions in penny stocks
 
 The
broker or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prescribed by the SEC relating to the penny stock market,
which, in highlight form:
 
 ·
              sets
      forth the basis on which the broker or dealer made the suitability
      determination; and,
 ·
              that
      the broker or dealer received a signed, written agreement from the
      investor prior to the transaction.
 
 Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading and about the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.
 
 Generally,
brokers may be less willing to execute transactions in securities subject to the
"penny stock" rules. This may make it more difficult for investors to dispose of
our common stock and cause a decline in the market value of our
stock.
 
 11
 
  PART
I
 ITEM
2. DESCRIPTION OF PROPERTY.
 
 Our
Corporate Headquarters are located in Sarasota, Florida. Our Construction
Services Operations are located in Bradenton, Florida.
 
 ·
              Sarasota
      Facility: We lease our Sarasota, Florida Facility (2,030 square feet)
      under a non-cancelable operating lease with a remaining term of
      approximately two years. Our annual lease obligations under this lease are
      $29,825 and $25,575 for each year in the two-year period ending September
      30, 2010.
 ·
              Bradenton
      Facility: We lease our Bradenton, Florida facility (approximately 4,000
      square feet) on a month-to-month basis with a monthly rent payment of
      $3,940.
 
 Our
Manufactured Products Operations are located in Union Gap, Washington. We own
four facilities that are used for manufacturing, warehousing and administration.
Information about these facilities is as follows:
 
 Address
              Date
      Purchased
              Square
      Feet
              Purchase
      Price
              Est.
      Market Value602
      W. Valley Mall Blvd. (1)
              May
      1987
              21,600
              $468,000
              $950,000604
      W. Valley Mall Blvd. (1)
              March
      1988
              7,500
              $220,000
              $550,0003711
      S. 1st
      Street
              July
      1976
              6,822
              $82,000
              $172,000506
      W. Valley Mall Blvd. (2)
              July
      2007
              7,200
              $389,257
              $389,257
 
 (1)
              On
      March 2, 2007, we entered into a face value, $1,255,500, ten-year,
      adjustable rate mortgage note payable which is secured by the 602 and 604
      W. Valley Mall Blvd properties. A related party, who holds a note payable
      for $250,000, has a second lien position on the
  property.
  (2)
              The
      506 W. Valley manufacturing facility secures a ten-year mortgage with a
      face value of $308,000.
  On July
30, 2007, we entered into a purchase agreement for the purchase of 13,000 square
feet of unimproved land with 7,200 square feet of office space adjacent to our
604 W. Valley Mall Blvd. Location. This purchase facilitated expansion
of our manufacturing capability at that location. We otherwise believe that our
current facilities are sufficient for our current operating levels and projected
growth in the near term. We have no material commitments to purchase other
property or equipment.
  In March
2008, we exited a significant facility operating lease that has remaining
non-cancellable payments of $748,787 (including executory costs). On July 10th,
we entered into a settlement agreement and mutual release with the landlord with
an effective date of July 2nd with the following terms:
 
 1)
              For
      a payment of $75,000 in five equal installments of $15,000 each on July
      2nd, August 2nd, September 2nd, October 2nd and November 2nd, 2008, the
      landlord has agreed to an abatement of legal action against the company
      for a period of two years.
 
 2)
              At
      the end of the two year period, and if the initial payment is made, the
      landlord shall be entitled to a final judgment of the lessor of the
      following amounts:
 
 a.
              The
      sum of $312,500, or
 b.
              b.
      The sum of $709,045 minus the initial payment of $75,000 and any rent
      received as part of a sub lease arrangement during the balance of the
      initial lease term.
 
 We made
the $75,000 initial payment and have recorded the $312,500 as part of the
Restructuring Reserve for the year ended September 30, 2008 (Note 8 in the
accompanying financial statements).
 
   12
 
 PART
I
  ITEM
3. LEGAL PROCEEDINGS.
 
 As more
fully discussed in Part I, Item 3 Properties, on July 10th, we entered into a
settlement agreement and mutual release with the landlord of our former
corporate headquarters with an effective date of July 2nd with the following
terms:
 
 1)
              For
      a payment of $75,000 in five equal installments of $15,000 each on July
      2nd, August 2nd, September 2nd, October 2nd and November 2nd, 2008, the
      landlord has agreed to an abatement of legal action against the company
      for a period of two years.
 
 2)
              At
      the end of the two year period, and if the initial payment is made, the
      landlord shall be entitled to a final judgment of the lessor of the
      following amounts:
 
 a.
              The
      sum of $312,500, or
 b.
              The
      sum of $709,045 minus the initial payment of $75,000 and any rent received
      as part of a sub lease arrangement during the balance of the initial lease
      term.
 
 From time
to time, we may become involved in various lawsuits and legal proceedings, which
arise in the ordinary course of business. However, litigation is subject to
inherent uncertainties, and an adverse result in these or other matters may
arise from time to time that may harm its business.
 
 We are
currently not aware of any legal proceedings or claims that we believe will
have, individually or in the aggregate, a material adverse affect on our
business, financial condition or operating results. We define material as equal
to or greater than 10% of our current assets for these purposes.
 
 
 
 13
   PART
I
 ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURTIY HOLDERS.
 
 NONE.






14






PART
II


ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS





Market
Information:





Our
common stock is traded on the OTC Bulletin Board, referred to herein as the
OTCBB, under the symbol “KSSH”. The high and low trades for our shares for each
quarter were:





Quarterly
      period ended:
              
              High
              
              LowSeptember
      30, 2008
              
              $0.09
              
              $0.02June
      30, 2008
              
              $0.16
              
              $0.06March
      31, 2008
              
              $0.32
              
              $0.07December
      31, 2007
              
              $0.65
              
              $0.30





Quarterly
      period ended:
              
              High
              
              LowSeptember
      30, 2007
              
              $1.00
              
              $0.26June
      30, 2007
              
              $0.23
              
              $0.12March
      31, 2007
              
              NA
              
              NADecember
      31, 2006
              
              NA
              
              NA





Holders:





As of
September 30, 2008, there were approximately 67 holders of record of our common
stock. This number excludes individual stockholders holding stock under nominee
security position listings.





Dividends:





We have
never paid cash dividends and have no plans to do so in the foreseeable future.
Our future dividend policy will be determined by our board of directors and will
depend upon a number of factors, including our financial condition and
performance, our cash needs and expansion plans, income tax consequences, and
the restrictions that applicable laws and our credit arrangements then
impose.





Securities
authorized for issuance under equity compensation plans:





The
following table sets forth information about shares of the Company’s common
stock that may be issued upon the exercise of options granted to employees
and/or consultants:





Category
            Number
      of securities to be issued upon exercise of outstanding options, warrants
      and rights
            Weighted-average
      exercise price of outstanding options, warrants and rights
            Number
      of securities remaining available for issuance under equity compensation
      planSecurity
      Holder Approved
            -
            -
            -Security
      Holder Not Approved
            2,450,200
            .13
            10,180,169





Sales
of Unregistered Securities





On August
16, 2007, we entered into a Securities Purchase Agreement with the Marie Baier
Foundation (the “Foundation”), pursuant to which we issued a convertible
promissory note in the principal amount of $350,000 (the “Foundation Note”). The
Foundation Note bears interest at 7.36%, matures one year from the date of
issuance and is convertible into our common stock, at the Foundation’s option,
at a conversion price of $0.48 per share (the trading market on that date was
$0.30). The Foundation converted the note with interest for 733,725 shares of
common stock on September 26, 2007.







15







PART
II


ITEM
6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION





Overview





Our
Management’s Discussion and Analysis should be read in conjunction with our
consolidated financial statements included in Item 7, herein.





The
Company was organized as a Delaware corporation on April 11, 2006. Following our
acquisition of the Kesselring Corporation, on May 18, 2007 (more fully discussed
in this Item, below), we are engaged in (i) restoration services, principally to
commercial property owners, (ii) the manufacture and sale of cabinetry and
remodeling products, principally to contractors and (iii) multifamily and
commercial remodeling and building services on customer-owned properties. Our
business segments consist of (i) Construction
Services (building and restoration services), and (ii) Manufactured
Products. See Item 1(b) – Business of Issuer. We apply the “management
approach” to the identification of our reportable operating segments as provided
in Financial Accounting Standard No. 131 Disclosures about Segments
of an Enterprise and Related Information. This approach requires us to
report our segment information based on how our chief decision making officer
internally evaluates our operating performance. As more fully discussed in Note
14 to our Consolidated Financial Statements included in Item 7 and Item 1(b),
herein, our business segments consist of (i) Construction
Services (building and restoration services), and (ii) Manufactured
Products. Our building and restoration services are conducted in the
State of Florida and principally serve the West Central Florida Area. Our
Manufactured Products manufacturing facilities are located in the State of
Washington and serve principally contractors in the Northwestern United
States.





On May
18, 2007, we acquired Kesselring Corporation, a Florida Corporation (“Kesselring
Florida”) pursuant to a Share Exchange Agreement (the “Exchange Agreement”). The
Exchange Agreement provided for, among other things, the exchange of Kesselring
Florida’s 26,773,800 outstanding common shares (representing 99.9% of their
common shares) for 26,796,186 (or 80.28%) of our common shares. Considering that
Kesselring Florida’s shareholders control the majority of the Company’s
outstanding voting common stock, its management has actual operational control
and Offline effectively succeeded its otherwise minimal operations to its
operations, Kesselring Florida was considered the accounting acquirer in this
reverse-merger transaction. A reverse-merger transaction is considered, and
accounted for, as a capital transaction in substance. It is equivalent to the
issuance of Kesselring Florida’s common stock for the net monetary assets of
Offline, accompanied by a recapitalization. On the date of the merger, Offline
had no assets and no liabilities. Financial statements included in Item 7 and
other information presented herein reflect the consolidated assets and
liabilities and operations of Kesselring Florida, giving effect to the
recapitalization, as if it had been the Issuer during the periods
presented.





On June
29, 2007, our Board of Directors and stockholders approved a 19.5 for one
forward stock split of our issued and outstanding stock and a reduction in our
authorized shares from 700,000,000 to 200,000,000, each of which were effective
on July 8, 2007. All share and per share information has been restated to give
effect to the forward split for all periods presented.





During
our second fiscal quarter of our year ended September 30, 2008, our Board of
Directors undertook a restructuring program focused on curtailing our cost
structure, restructuring management and associated responsibilities, cutting our
headcount, raising capital, and aggressively seeking acquisition opportunities.
The initial measure was to substantially restructure our executive management.
This restructured executive management team developed and implemented strategic
and tactical plans to address the Board-Directed mandate to alleviate our
liquidity shortfalls, improve gross profit margins, reduce expenses and,
ultimately, achieve profitability. Since the first fiscal quarter, execution of
this plan has included (i) the elimination of a substantial number of our
Florida-based positions and the associated employment costs, (ii) the
curtailment of operating costs and expenses, (iii) the refocus of construction
services work away from less profitable homebuilding activities to more
profitable restoration and renovation activities; and, (iv) the aggressive
development of our manufactured products business.





We account for exit and
termination activities arising from our restructuring program in accordance with
Statement of Financial Accounting Standards No. 146Accounting
for Costs Associated with Exit of Disposal Activities.Statement No.
146 represents a significant change from the prior practice by requiring that a
liability for costs associated with an exit or disposal activity be recognized
generally as they are incurred and initially measured at fair value only when
the liability is incurred.





The
following table illustrates the activity in our restructuring
reserve:




Activity
              
              Balance
      at
                October
      1, 2007
              
              
              Restructuring
                Charges
              
              
              Restructuring
                Payments/Adjustments
              
              
              Balance
      at
                September
      30, 2008Contract
      termination costs
              
              $
              --
              
              
              $
              452,040
              
              
              $
              139,540
              
              
              $
              312,500Termination
      benefits
              
              
              --
              
              
              
              299,560
              
              
              
              240,811
              
              
              
              58,749Other
      associated costs
              
              
              --
              
              
              
              25,000
              
              
              
              14,359
              
              
              
              10,641$
              --
              
              
              $
              776,600
              
              
              $
              394,710
              
              
              $
              381,890





Contract
Termination Costs:  In March 2008, we exited a significant facility
operating lease that has remaining non-cancellable payments of $748,787
(including executory costs). At that time, we recorded our best estimate of the
fair value of the lease obligation, amounting to $425,040, which was net of
estimated sublease collections, using a probability weighted, discounted forward
cash flow valuation technique. As discussed in Note 13 in the accompanying
financial statements, in July 2008, we entered into a settlement agreement and
mutual release with the landlord. Based upon the terms of the settlement
agreement, we revised our estimate of the lease exit reserve which reduced the
reserve by $119,000.


Termination
Benefits: We have terminated the employment of certain officers and employees
since the commencement of our restructuring program. We record termination
benefits when they are both approved by the appropriate level of management (or
in some instance our Board of Directors) and the benefit is communicated to and
committed to the employee. Our termination benefits do not include any on-going
performance payments (such as stay-bonuses) or benefit (such as health
insurance).





Other
Associated Costs: These costs represent direct, incremental expenses associated
with the exit or restructuring activities, such as legal expenses related to
consultation and the drafting of agreements.









16






Growth
Strategy





We
believe that opportunities exist to acquire privately-owned businesses. As of
this date, we have completed the acquisitions listed below. Further acquisitions
are dependent upon our ability to identify acquisition targets, negotiate terms
that are favorable to the Company and, if necessary, acquire the necessary
financing to complete the acquisition. There can be no assurances that we will
be able to achieve these conditions necessary to complete
acquisitions.





On
January 14, 2005, Kesselring Florida acquired the outstanding common stock of
Kesselring Restoration for cash consideration of $80,000 and notes payable of
$50,000; accordingly, our purchase price amounted to $130,000. We made this
purchase for the purpose of commencing our Restoration Services business. The
acquisition of Kesselring Restoration Corporation, Inc. was accounted for using
the purchase method of accounting. Accordingly, the purchase price, plus the
fair values of assumed liabilities, was allocated to the tangible and intangible
assets acquired based upon their respective fair values. Since the fair values
of the tangible and intangible assets acquired exceeded the purchase price, the
fair values of long-lived assets acquired, including identifiable intangible
assets, were reduced to zero and the excess of $12,504 was recorded as an
extraordinary gain during the period the acquisition occurred. The operations of
Kesselring Restoration Corporation, Inc. are included in our consolidated
financial statements commencing on the date of this acquisition.





On March
10, 2005, Kesselring Florida acquired the outstanding common stock of TBS
Constructors, Inc. (“TBS”) for cash consideration of $10,000. We currently
operate this subsidiary under the name Coastal Construction. We made this
purchase principally for the purpose of engaging TBS’s then owner as our
President, and entering into the residential home construction and remodeling
business. The acquisition of TBS was accounted for using the purchase method of
accounting. Accordingly, the purchase price, plus the fair values of assumed
liabilities was allocated to the tangible and intangible assets acquired based
upon their respective fair values. The operations of TBS Constructors, Inc. are
included in our consolidated financial statements commencing on the date of this
acquisition.





On July
1, 2006, Kesselring Florida acquired the outstanding common stock of the
individual companies comprising the King Group for 7,446,218 shares of our
common stock; face value $700,000 of notes payable, due December 31, 2006; and,
up to $150,000 for certain direct, purchase-related reimbursements that were
probable of payment at the time of the purchase. The King Group comprised
individual companies that were under common shareholder control at the time of
our purchase. We purchased the King Group for the purpose of commencing our
Manufactured Products business. The common shares that we issued had a fair
value of $1,680,723 on the acquisition date based upon a valuation of the share
values using the Income Approach; accordingly, our purchase price amounted to
$2,530,723. Our acquisition of the King Group was accounted for using the
purchase method of accounting. Accordingly, the purchase price, noted above,
plus the fair values of assumed liabilities, was allocated to the tangible and
intangible assets acquired based upon their respective fair values. The
operations of the King Group are included in our consolidated financial
statements commencing on the date of this acquisition







Sensitive
Accounting Estimates





The
financial information contained in our comparative results of operations and
liquidity disclosures has been derived from our consolidated financial
statements included in Item 7 herein. The preparation of those consolidated
financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and notes. The following significant
estimates have made in the preparation of our consolidated financial statements
and should be considered when reading our Management’s Discussion and
Analysis:





·
            Contract
      revenue: Our revenue recognition policies require us to estimate our total
      contract costs and revise those estimates for changes in the facts and
      circumstances. These estimates consider all available information
      including pricing quotes provided by our vendors for materials,
      projections of our direct labor costs and our past experience in providing
      contract services. Estimates, by their nature are subjective. Actual
      results could differ.





·
            Intangible
      assets: Our intangible assets require us to make subjective estimates
      about our future operations and cash flows so that we can evaluate the
      recoverability of such assets. These estimates consider available
      information and market indicators including our operational history, our
      expected contract performance, and changes in the industries that we
      serve.





·
            Share-based
      payment arrangements: The Black-Scholes-Merton and Trinomial Lattice
      valuation models that we use to value share-indexed contracts, such as
      warrants and options, requires that certain assumptions be made when
      calculating the compensation expense related to stock options. Of these
      assumptions, a volatility factor is required as part of the calculation.
      Due to the lack of significant stock history, the volatility of comparable
      companies (“peers”) was analyzed to determine the appropriate rate to be
      used in the calculation.





·
            Common
      stock valuation: Estimating the fair value of our common stock is
      necessary in the preparation of computations related to share-based
      payments and financing transactions. We believe that the most appropriate
      and reliable basis for common stock value is trading market prices in an
      active market. Prior to May 31, 2007, we utilized the income approach to
      enterprise valuation coupled with our common shares outstanding to
      estimate the fair value of our common stock per share. The income approach
      requires us to develop subjective estimates about our future operating
      performance and cash flows. It also requires us to develop estimates
      related to the discount rate necessary to discount future cash flows. As
      with any estimates, actual results could be different. On May 31, 2007,
      some of our common stock became publicly traded under our newly acquired
      trading symbol. We continue to review and evaluate trading activity to
      determine whether such activity provides a reliable basis upon which to
      value our common stock. Commencing with our quarterly financial statements
      after May 31, 2007, we began using trading market information in the fair
      value of our per share common stock
price.





·
            We account for exit
      and termination activities arising from our restructuring program in
      accordance with Statement of Financial Accounting Standards No.
      146Accounting
      for Costs Associated with Exit of Disposal Activities.Statement
      No. 146 represents a significant change from the prior practice by
      requiring that a liability for costs associated with an exit or disposal
      activity be recognized generally as they are incurred and initially
      measured at fair value only when the liability is incurred. Fair value
      measurements of these liabilities is particularly sensitive because they
      require us to make reasonable business projections of future outcomes. In
      making these estimations, we have considered multiple,
      probability-weighted outcomes. Since current
      accounting standards provide for the recognition of restructuring and exit
      activities when the related costs have been incurred, we may have
      additional charges in future periods as we continue our restructuring
      activities.





As of
September 30, 2008, there have been no material additions to our critical
accounting policies and there have been no changes in the application of
existing accounting principles.





Results
of Operations for the Year Ended September 30, 2008, compared to the Year Ended
September 30, 2007






17







Revenues: Our consolidated
revenues decreased $2,034,117, or 17%, to $10,141,078 in 2008 compared to
$12,175,195 for the prior year.





Manufactured Products
Segment: Revenues from our Manufactured Products Segment increased
$283,365 in 2008 to $7,346,555, compared to $7,063,190 in the prior
year.





Construction Services
Segment: Revenues from our Construction Services Segment decreased
$2,317,482 or 45% to $2,794,523 in 2008, compared to $5,112,005 in the prior
year. The following table illustrates the revenue comparison for our
homebuilding and renovation construction services:





2008
                
                
                2007Homebuilding
                
                $
                356,891
                
                
                $
                3,043,034Restoration
                
                
                2,437,632
                
                
                
                2,068,971$
                2,794,523
                
                
                $
                5,112,005





We had
two homes under construction in fiscal 2008, they are over 99% complete as of
September 30, 2008. All of these homes were contracted for during 2005 and 2006.
We did not contract to build any new homes during 2008 and do not anticipate
building any other homes in the future. The increase in our restoration services
resulted principally from the shift of emphasis from homebuilding to restoration
services.





Cost of Revenues and Margins:
Our consolidated cost of revenues decreased $2,478,480 or 25% to $7,315,603 in
2008, compared to $9,794,083 in the prior year. Our consolidated gross profit
increased $444,363 or 19% to $2,825,475 in 2008, compared to $2,381,112 in the
prior year.





Manufactured Products
Segment: Cost of revenues in our Manufactured Products Segment decreased
$689,711 to $5,074,760 in 2008, compared to $5,764,472 in the prior
year.





Construction Services
Segment: Cost of revenues arising from our Construction Services Segment
decreased $1,788,768 or 44% to $2,240,843 in 2008, compared to $4,029,611 in the
prior year. The following table illustrates the cost of revenues comparison for
our homebuilding and restoration construction services:





2008
                
                
                2007Homebuilding
                
                $
                308,523
                
                
                $
                2,664,626Restoration
                
                
                1,932,320
                
                
                
                1,364,985$
                2,240,843
                
                
                $
                4,029,611





Our
homebuilding services experienced an increased gross profit percentage to 14% in
2008, compared to 12% in 2007.  Our restoration services experienced a
decreased gross profit percentage to 21% from 34% in 2007. The lower gross
profit is attributable to an increase in competition as the builders in new
construction markets have repositioned themselves into the restoration market as
a result of the declining economic conditions in the West Central Florida Area,
which are currently being experienced across the United States.





Salaries and Benefits
Expenses: Our salaries and benefits expense increased $931,120 or 48% to
$2,858,103 in 2008, compared to $1,926,983 in the prior year. The increase
resulted from (i) our acquisition of the King Group, and (ii) the increase in
average head count during 2008.





Our
salaries and benefits expense in 2008 includes $329,975 of compensation arising
from share-based payment arrangements, compared to $340,834 in 2007. We have
entered into employment contracts subsequent to our recent fiscal year end that
include share-based awards. In addition, as we grow our business, we may use
share-based payment arrangements to compensate and motivate our employees.
Accordingly, share-based payments and the associated expense may increase in
future periods.





Subsequent
to our recent fiscal year end, we decreased our workforce principally involved
in our  Construction Services Segment. These headcount reductions will
result in lower compensation expense in future periods. However, as our
operations grow and improve, we will add employees accordingly. In addition, a
former officer of the company resigned on October 5, 2007. As a result, we will
recognize $87,500 of severance in the first quarter of fiscal 2008. This
severance will be paid over the first two quarters of fiscal 2008. We did not
otherwise extend termination benefits to other employees who were
dismissed.





Professional Fees: Our
professional fees decreased $1,088,466 to $649,329  in 2008, compared
to $1,737,795 in the prior year. This decrease was due to decreased legal, audit
and consulting fees that were necessary to (i) prepare financial statements for
the fiscal years ended September 30, 2006 and 2005, (ii) prepare filings to
report financial and other information about our merger and (iii) provide the
necessary consultancy support traditionally required by a publicly-traded
company. We paid $33,780 of our professional fees in 2008 under share-based
arrangements. We record share-based payments at fair values. We do not
anticipate incurring professional fees of this magnitude in future
periods.





Consulting Fees, Related
Parties: Our consulting fees, related parties, decreased $341,564 to
$87,625- in 2008, compared to $429,189 in the prior year.  Consulting
fees, related parties, were paid in cash during 2007. Consulting fees, related
parties, related to the services in connection with the merger and the
going-public decision. We do not anticipate incurring consulting fees, related
parties, at this level in future periods.





Rent and Occupancy: We rent
the facilities used for our Corporate Headquarters and our Construction Services
Segment under operating leases. We own the facilities used for our Manufactured
Products Segment and, accordingly, rent and occupancy costs for that segment are
minimal. Our rent and occupancy expense decreased $73,024 to $156,173 in 2008,
compared to $229,197 in the prior year. This decrease is attributable to our
moving the corporate headquarters into a more reasonably priced
facility.





Repair and Maintenance: Our
repair and maintenance expense decreased $116,457 to $83,813 in 2008, compared
to $200,270 in the prior year.


Depreciation and Amortization:
Depreciation and amortization net of amounts included in cost of sales,
decreased $13,606 or 8% to $153,576 in 2008 compared to $167,182 in the prior
year.






18







Restructuring and Exit Activities:We commenced a restructuring program during the second quarter that
included termination of employees, exiting contracts and certain other exit
costs. We account for our restructuring and exit activities under the guidelines
of Statement 146 Accounting for Costs Associated with Exit or Disposal
Activities. Generally, costs arising from exit and restructuring activities are
recorded when they are incurred. In the case of contract terminations, costs are
incurred upon contract termination or exit. In the case of termination benefits,
costs are incurred when the benefit has been fixed and disclosed to the
employee.





We incurred restructuring expenses of
$776,600 during the year ended September 30, 2008.  Of this amount,
$452,040 represents the termination and exit of a material lease (see Note 13),
$299,560 represents termination benefits disclosed to former employees, and
$25,000 was for legal fees that we have incurred. In July 2008, we entered into
a settlement agreement and mutual release with the landlord.  Based
upon the terms of the settlement agreement, we revised our estimate of the lease
exit reserve which reduced the reserve by $119,000.  We recorded the
contract termination at its fair value, using estimated future cash flows.
Actual cash flows from this activity could be different. In addition, because
restructuring and exit activities are recorded as they are incurred, we may
record additional charges in future periods as the expense associated with the
activity are incurred. The following tableillustrates the activity in
our restructuring reserve:





Activity
              
              Balance
      at
                October
      1, 2007
              
              
              Restructuring
                Charges
              
              
              Restructuring
                Payments/Adjustments/
                Credits
              
              
              Balance
      at
                September
      30, 2008Contract
      termination costs
              
              $
              --
              
              
              $
              452,040
              
              
              $
              139,540
              
              
              $
              312,500Termination
      benefits
              
              
              --
              
              
              
              299,560
              
              
              
              240,811
              
              
              
              58,749Other
      associated costs
              
              
              --
              
              
              
              25,000
              
              
              
              14,359
              
              
              
              10,641$
              --
              
              
              $
              776,600
              
              
              $
              394,710
              
              
              $
              381,890








Other Operating Expenses:
Other operating expenses increased $132,600 to $602,770 in 2008 compared to
$470,170 in the prior year. This increase is primarily due to recognition of
approximately $62,000 in additional bad debts arising from homebuilding
services.





Interest Expense: Our interest
expense increased from $107,715 in 2007 to $233,437 in 2008 due to increased
average borrowings. During our current fiscal year we generated proceeds from
the issuance of interest-bearing debt in the amount of $3,819,142. We paid debt
in the amount of $2,647,077 during the same year. Considering that a large
balance of our new indebtedness arose late in the year (i.e. during the June to
August timeframe) we expect our average outstanding balances to increase, which,
in turn, will result in an increase in interest expense. In addition, we are
amortizing approximately $55,000 in deferred financing costs over the terms of
our loans with charges to interest expense. These charges will continue while
balances are outstanding.





Interest Income: We received
$5,799 and $1,062 in interest income in 2007 and 2008, respectively. The
decrease in interest income was a result of lower average deposited balances.
Currently, cash is being used in operating activities and, accordingly, interest
income is expected to decline during fiscal 2009.





Income Tax Benefit: We
recorded an income tax benefit of $-0- during the year ended September 30, 2008
compared to $254,829 in 2007. We recognize income tax benefits from net
operating losses only in instances where future revenue sources, as outlined in
Statements on Financial Accounting Standards No. 109 Accounting for Income
Taxes, are present. During each period, we recognized the benefits
against future reversing temporary differences; that is, deferred tax credits.
During the year ended September 30, 2007, we exhausted all future income sources
and, accordingly, do not expect to record income tax benefits in our next fiscal
year.





Loss Applicable to Common
Stockholders: Loss applicable to common stockholders amounting to
($3,304,664) represents our net loss of ($3,149,185) less preferred stock
dividends and accretions of ($155,479). Our preferred stock dividends and
accretion arose in connection with our Series A Preferred Stock and Warrant Sale
in May of 2007. In connection with this financing transaction, we recorded a
deemed dividend to the benefit of the preferred stockholders in the amount of
$1,479,104. See the discussion of this accounting under our Liquidity and
Capital Resources section, below. We do not anticipate any further deemed
dividends on this financial instrument. However, the financial instrument has a
cumulative dividend feature and those dividends, declared or undeclared, will
continue to be reflected in our loss applicable to common shareholders until the
preferred shares are converted, if ever. We have not declared dividends on the
Series A Preferred Stock. However, for purposes of computing our net loss per
common share, we are required to include dividends in arrearage that amounts to
$155,479.








19





Loss Per Common Share: Our
loss per common share decreased from ($0.14) in 2007 to ($0.09) in 2008. The
decrease in the loss per common share is attributable to (i) our increased net
loss during 2007 coupled with (ii) the preferred stock dividends and accretions
that are required to be reflected as reductions to our net loss solely for this
computation. Our diluted loss per common share does not include the effects of
(i) our Convertible Series A Preferred Stock, (ii) warrants and (iii) employee
stock options, because the effects of these financial instruments on our diluted
loss per share is anti-dilutive. The following table illustrates the number of
indexed shares in each of these categories:





Indexed
                  SharesSeries
      A Preferred Stock
                
                
                3,091,966Warrants
                
                
                9,275,877Stock
      Options
                
                
                2,450,200Total
      share indexed to financial instruments
                
                
                14,818,043





We apply
the Treasury Stock Method to compute the dilutive effects of options and
warrants. We apply the If-Converted Method to compute the dilutive effects of
convertible securities, such as the Series A Preferred Stock. In future periods,
these financial instruments may have a dilutive effect on our loss per common
share and, accordingly, may be included in the computation at that
time.








Condensed
Unaudited Quarterly Results during the Restructuring Period:





The
following unaudited condensed quarterly amounts and trends are the key
performance indicators that our executive management reviews with our
Board:





Quarterly
      Period Ended (a, b)December
      31,
                    2007
                  
                  
                  March
      31,
                    2008
                  
                  
                  June
      30,
                    2008
                  
                  
                  September
      30,
                    2008Revenues:Manufactured
      Products:Woodworking
                  
                  $
                  1,504,060
                  
                  
                  $
                  1,524,482
                  
                  
                  $
                  1,320,515
                  
                  
                  $
                  1,491,620Door
      and Hardware
                  
                  
                  285,096
                  
                  
                  
                  403,631
                  
                  
                  
                  257,780
                  
                  
                  
                  559,2621,789,156
                  
                  
                  
                  1,928,113
                  
                  
                  
                  1,578,295
                  
                  
                  
                  2,050,882Construction
      Services:Homebuilding
                  
                  
                  253,614
                  
                  
                  
                  23,489
                  
                  
                  
                  50,470
                  
                  
                  
                  29,318Restoration
                  
                  
                  655,104
                  
                  
                  
                  456,279
                  
                  
                  
                  368,034
                  
                  
                  
                  958,324908,718
                  
                  
                  
                  479,768
                  
                  
                  
                  418,504
                  
                  
                  
                  987,642Total
                  
                  
                  2,697,874
                  
                  
                  
                  2,407,881
                  
                  
                  
                  1,996,799
                  
                  
                  
                  3,038,524Gross
      profit:Manufactured
      Products
                  
                  
                  392,966
                  
                  
                  
                  630,783
                  
                  
                  
                  459,810
                  
                  
                  
                  788,236Construction
      Services
                  
                  
                  92,018
                  
                  
                  
                  (3,536
                  )
                  
                  
                  145,042
                  
                  
                  
                  320,156Total
                  
                  
                  484,984
                  
                  
                  
                  627,247
                  
                  
                  
                  604,852
                  
                  
                  
                  1,108,392Manufactured
      Products
                  
                  
                  22.0
                  %
                  
                  
                  32.7
                  %
                  
                  
                  29.1
                  %
                  
                  
                  38.4
                  %Construction
      Services
                  
                  
                  10.1
                  %
                  
                  
                  (0.7
                  %)
                  
                  
                  34.7
                  %
                  
                  
                  32.4
                  %Total
                  
                  
                  18.0
                  %
                  
                  
                  26.1
                  %
                  
                  
                  30.3
                  %
                  
                  
                  36.5
                  %Costs
      and expenses:Restructuring
      costs (c)
                  
                  
                  --
                  
                  
                  
                  789,100
                  
                  
                  
                  (12,500
                  )
                  
                  
                  (118,994
                  )Other
      operating costs
                  
                  
                  1,759,555
                  
                  
                  
                  1,345,969
                  
                  
                  
                  1,020,878
                  
                  
                  
                  986,417Other
      income (expense)
                  
                  
                  (33,057
                  )
                  
                  
                  (43,262
                  )
                  
                  
                  (62,789
                  )
                  
                  
                  (65,127
                  )Total
                  
                  
                  1,792,612
                  
                  
                  
                  2,178331
                  
                  
                  
                  1,071,167
                  
                  
                  
                  932,840Net
      income (loss)
                  
                  $
                  (1,307,628
                  )
                  
                  $
                  (1,551,084
                  )
                  
                  $
                  (466,315
                  )
                  
                  $
                  175,846Income
      (loss) per common share—basic and diluted
                  
                  $
                  (0.04
                  )
                  
                  $
                  (0.04
                  )
                  
                  $
                  (0.01
                  )
                  
                  $
                  0.01Earnings
      (loss) before interest, taxes, depreciation and amortization (EBITDA)
      (d)
                  
                  $
                  (1,237,689
                  )
                  
                  $
                  (1,454,596
                  )
                  
                  $
                  (357,155
                  )
                  
                  $
                  287,267Cash
      flows from operations
                  
                  $
                  (951,275
                  )
                  
                  $
                  15,466
                  
                  
                  $
                  (106,048
                  )
                  
                  $
                  (62,724
                  )Working
      capital deficiency
                  
                  $
                  (564,224
                  )
                  
                  $
                  (2,025,658
                  )
                  
                  $
                  (2,169,954
                  )
                  
                  $
                  (1,870,888
                  )





(a)
            These
      results should be read in conjunction with our consolidated financial
      statements and Management’s Discussion and Analysis included elsewhere in
      this Annual Report.


(b)
            We
      have provided further analysis of these key indicators in Management’s
      Discussion and Analysis.


(c)
            See
      our accounting policy and details of our restructuring charges below and
      in Note 8 to our consolidated financial
  statements.


(d)
            EBITDA
      is a non-GAAP measure, but it is a performance indicator that our Board
      has found useful. A reasonably comparable GAAP measure is cash flow from
      operations, also provided above. The principal difference in these two
      measures is that cash flow from operating activities includes the effects
      of changes in operating assets and operating
  liabilities.






20






In
addition to the restructuring of our operations, our executive management is
currently performing due diligence procedures on certain acquisition candidates
and carefully considering other strategic initiatives to bring the Company into
a state of profitability and continued growth. However, any acquisition will be
predicated on our ability to obtain acquisition financing in order to complete
the acquisition. The current capital markets have been slow, and in some
instances unresponsive, to our proposals for financing. Accordingly and in
particular given the unprecedented dislocation in the financial and credit
markets, we cannot provide any guarantee or level of probability with respect to
our ability to close on the acquisition of these candidates.





We account for exit and
termination activities arising from our restructuring program in accordance with
Statement of Financial Accounting Standards No. 146Accounting
for Costs Associated with Exit of Disposal Activities.Statement No.
146 represents a significant change from the prior practice by requiring that a
liability for costs associated with an exit or disposal activity be recognized
generally as they are incurred and initially measured at fair value only when
the liability is incurred.





The
following table illustrates the activity in our restructuring
reserve:




Activity
              
              Balance
      at
                October
      1, 2007
              
              
              Restructuring
                Charges
              
              
              Restructuring
                Payments/Adjustments/
                Credits
              
              
              Balance
      at
                September
      30, 2008Contract
      termination costs
              
              $
              --
              
              
              $
              452,040
              
              
              $
              139,540
              
              
              $
              312,500Termination
      benefits
              
              
              --
              
              
              
              299,560
              
              
              
              240,811
              
              
              
              58,749Other
      associated costs
              
              
              --
              
              
              
              25,000
              
              
              
              14,359
              
              
              
              10,641$
              --
              
              
              $
              776,600
              
              
              $
              394,710
              
              
              $
              381,890





Contract
Termination Costs:  In March 2008, we exited a significant facility
operating lease that has remaining non-cancellable payments of $748,787
(including executory costs). At that time, we recorded our best estimate of the
fair value of the lease obligation, amounting to $425,040, which was net of
estimated sublease collections, using a probability weighted, discounted forward
cash flow valuation technique. As discussed in Note 13 in the accompanying
financial statements, in July 2008, we entered into a settlement agreement and
mutual release with the landlord. Based upon the terms of the settlement
agreement, we revised our estimate of the lease exit reserve which reduced the
reserve by $119,000.





Termination
Benefits: We have terminated the employment of certain officers and employees
since the commencement of our restructuring program. We record termination
benefits when they are both approved by the appropriate level of management (or
in some instance our Board of Directors) and the benefit is communicated to and
committed to the employee. Our termination benefits do not include any on-going
performance (such as stay-bonuses) or benefit (such as health)
requirements.





Other
Associated Costs: These costs generally include direct, incremental expenses
associated with the exit or restructuring activities, such as legal
expenses.





Since
current accounting standards provide for the recognition of restructuring and
exit activities when the related costs have been incurred, we may have
additional charges in future periods as we continue our restructuring
activities.








Revenues: Within the
Manufactured Products segment, we took steps to increase our Door and Hardware
volume by inserting new management, intensifying our business development
activities, and broadening our geographic reach. By shifting our focus from
smaller “transactional” type sales to aggressively securing larger “contract”
type projects, we have been able to increase the backlog of projects which has
resulted in accelerated revenue growth within the category type.





In our
Construction Services segment, after shrinking our headcount and inserting new
management and business development expertise, we went back to what made us
successful over three decades ago by concentrating on medium size painting,
waterproofing, and concrete restoration type projects. As a result, we were able
to quickly secure several new projects with past customers and increase our
revenues.





Gross Profit: We implemented
several initiatives across both segments designed to instill discipline within
the project estimation process to ensure that every project meets a minimum
profit hurdle or falls into a broader plan which does. In the Manufactured
Products segment, for example, we re-engineered our installation process which
translated into higher margins on certain larger projects. In our Construction
Services segment, we shifted our strategy from out-sourcing to in-sourcing, By
doing the work with our own in-house crews who are expert in their painting,
waterproofing, and concrete restoration fields, we were able to better control
the projects versus subcontracting the work out to others. This increased our
gross profits and improved customer satisfaction levels.





EBITDA: The goal of the
restructuring initiatives implemented since the early part of the second quarter
were to remove as much costs as possible while at the same create a scalable,
externally focused platform capable of delivering positive EBITDA and growth. In
the quarterly period ended March 31, when a $789,100 largely non-cash charge was
taken, EBITDA has improved significantly since the first quarter. Maintaining
positive EBITDA in the near term will be difficult, however, given the
challenges facing our Construction Services segment (see Subsequent Events
note).








21








Liquidity
and Capital Resources





As
reflected in our consolidated financial statements, we have incurred losses of
($3,149,185) and ($3,106,621) during the years ended September 30, 2008 and
2007, respectively. As discussed above, in the operating results comparison, our
2008 loss included, among other items, significant increases in salaries and
benefits and professional fees that substantially depressed our operating
income. In addition, our current working capital level of
$(1,870,888)  is insufficient in our view to sustain our current
levels of operations without substantial cost reductions and additional
financing. During our most recent fiscal year ended September 30, 2008, our
financing activities resulted in net cash proceeds of $1,172,065.





In
response to these trends and conditions, our Board of Directors has
substantially restructured our executive management. This restructured executive
management team has been implementing a strategic plan to alleviate our
liquidity shortfalls, improve gross profit margins, reduce expenses and,
ultimately, achieve profitability. Since August 2007, execution of this plan has
included (i) the elimination of a substantial number of our Florida-based
positions and the associated employment costs, (ii) the curtailment of operating
costs and expenses, (iii) the refocus of construction services work away from
less profitable homebuilding activities to more profitable restoration and
renovation activities; and, (iv) the aggressive development of our manufactured
products business.





As a
result of our executive management’s efforts, we have (i) increased our revenues
in the fourth quarter to $3,038,525 compared to $2,697,874, $2,407,881 and
$1,996,799 during our first, second, and third quarters, respectively, (ii)
increased our consolidated gross profits to 30% and 35% for our third and fourth
quarters, respectively, compared to 18% and 26% during our first and second
quarters, respectively, (iii) increased our operating profit to $175,841 in the
fourth quarter compared to operating losses of ($1,307,628), ($1,551,085), and
($466,317), in the first, second, and third quarters, respectively. (iv) reduced
our cash-based compensation expenditures to $575,000 and $570,000 for our third
and fourth quarters, respectively, compared to $840,000 and $538,000 during our
first and second quarters, respectively, and (v) reduced our total operating
expenses to $1,084,000 and $895,000 for our third and fourth quarters,
respectively, compared to $1,760,000 and $2,135,000 during our first and second
quarters, respectively.




Notwithstanding
the operating performance improvements, our negative liquidity conditions have
worsened from reporting working capital of $613,551 at September 30, 2007 to a
deficiency of working capital of ($1,870,888)  at September 30,
2008.  The reduction in liquidity is due to our preservation of cash
reserves to sustain our operations while working closely with our creditors and
vendors to extend terms of payment, the later having the effect of increasing
our liabilities. Our management will continue these efforts while seeking other
permanent sources of equity. However, there can be no assurance that additional
capital arrangements, at terms suitable to our management, will present
themselves.




On May
18, 2007, we entered into a financing arrangement with Vision Opportunity Master
Fund Ltd. (“Vision”) pursuant to which we sold various securities in
consideration of an aggregate purchase price of $1,500,000 (the “Preferred
Financing”). In connection with the Preferred Financing, we issued the following
securities to Vision:





·
            1,000,000
      shares of Series A Preferred Stock (the “Series A
    Preferred”);


·
            Series
      A Common Stock Purchase Warrants to purchase 3,091,959 shares of common
      stock at $.49 per share for a period of five years (“Series A
      Warrants”);


·
            Series
      B Common Stock Purchase Warrants to purchase 3,091,959 shares of common
      stock at $.54 per share for a period of five years (“Series B Warrants”);
      and,


·
            Series
      J Common Stock Purchase Warrants to purchase 3,091,959 shares of common
      stock at $.54 per share for a period of one year from the effective date
      of the registration statement (“Series J
  Warrants”).





The
shares of Series A Preferred Stock are convertible, at any time at the option of
the holder, into an aggregate of 3,091,959 shares of our common stock. Holders
of the Series A Preferred Stock are entitled to receive, when declared by our
board of directors, annual dividends of $0.12 per share of Series A Preferred
Stock paid semi-annually on June 30 and December 31. Such dividends may be paid,
at the election of the Company, either (i) in cash if legally able to do so, or
(ii) in restricted shares of our common stock with piggyback registration
rights.





In the
event of any liquidation or winding up of our company, the holders of Series A
Preferred Stock will be entitled to receive, in preference to holders of common
stock, an amount equal to 115% of the original purchase price per share. There
are no other net-cash settlement provisions embodied in the Series A Preferred
Stock that are not within our control.





The
Series A Warrants and the Series B Warrants are exercisable for five years at an
exercise price of $0.49 and $0.54 per share, respectively. In the event that the
shares of common stock underlying the Series A Warrants and the Series B
Warrants are not registered by May 2009, then the Series A Warrants and the
Series B Warrants are exercisable on a cashless basis; however, the provision is
contractually defined to provide for an explicit limit on the number of common
shares indexed to these warrants. The Series J Warrants are exercisable for one
year from the date of the registration statement registering the shares of
common stock underlying the Series J Warrants is declared effective at an
exercise price of $.54 per share.





We
granted the investor registration rights with respect to the Series A Preferred
Stock and the warrants. We were required to file a registration statement within
60 days from closing and have such registration statement declared effective
within 150 days from closing if the registration statement is not reviewed or,
in the event that the registration statement is reviewed, within 180 days from
closing. If we fail to have the Registration Statement filed or declared
effective by the required dates, which is the case, the dividend rate associated
with the Series A Preferred Stock, as applicable, is increased from 8% to 10%.
Otherwise, there are no required cash payments (such as registration payments or
penalties) that accrued to the benefit of the investors. Additionally, Vision
has the right of first refusal on subsequent funding opportunities along with
the right to reset the conversion price and exercise price associated with the
Series A Preferred and the Warrants in the event that the purchase price for the
subsequent funding rounds is less than the conversion price or the exercise
price in the Preferred Financing.









22





On March
2, 2007, we entered into a face value, $1,255,500, ten-year, adjustable rate
mortgage note payable which was and continues to be secured by real estate that
we own in Yakima, Washington. See Item 2 for additional information about our
real estate holdings.





On August
16, 2007, we entered into a Securities Purchase Agreement with the Marie Baier
Foundation (the “Foundation”), pursuant to which we issued a convertible
promissory note in the principal amount of $350,000 (the “Foundation Note”). The
Foundation Note bears interest at 7.36%, matures one year from the date of
issuance and is convertible into our common stock, at the Foundation’s option,
at a conversion price of $0.48 per share (the trading market on that date was
$0.30). The Foundation converted the note with interest for 733,725 shares of
common stock on September 26, 2007.





In
October, November and December, 2007 and January, June and July, 2008, certain
members of our Board of Directors, or organizations with which they are
affiliated, funded an aggregate $945,000 to us pursuant to notes payable. These
notes bear interest at 7.0% and mature as follows: April 18, 2009 – $250,000;
April 23, 2009 - $50,000; May 8, 2009 - $25,000; November 6, 2009 - $25,000 and
June 18, 2009 – $250,000; June 27, 2009 - $30,000; June 30, 2009 - $45,000; July
3, 2009 - $20,000.  In addition an additional $250,000 was added in
three tranches bearing interest of 12% and mature as follows: June 26, 2009 -
$40,000; July 3, 2009 - $21,000; July 8, 2009 - $189,000.





Ultimately,
the Company’s ability to continue for a reasonable period is dependent upon
management’s continued successful reduction of costs and expenses to a level
that our current operations can support and obtaining additional financing to
augment our working capital requirements and support our acquisition plans.
There can be no assurance that management will be successful in achieving
sufficient cost reductions or obtain additional financing under terms and
conditions that are suitable.





For
further analysis, we are providing information on the cash flows associated with
our financial activities as follows:





Operating
Activities




Net cash
used in operating activities was $1,021,985 for the year ended September 30,
2008 as compared to net cash provided by operating activities of $2,319,759 for
the year ended September 30, 2007. The principle reason for the change was the
Accounts payable and accrued expenses increased from $1,488,155 in fiscal year
ended September 30, 2007 to $2,528,726 in fiscal year ended September 30, 2008.
Our non-cash operating expense in 2008 included $414,425 of share-based
payments, $232,212 in depreciation and amortization, $-0- in bad debts, and a
deferred tax benefit of $-0-. Comparable amounts in 2007 were $515,478,
$262,621, $101,227, and ($254,829), respectively.  We intend to
continue to use share-based payment arrangements to compensate our employees,
which will reduce operating cash outflows.  We experienced bad debts
in our Construction Services Segment as a result of customer disputes of
$163,068 and $101,227 in 2008 and 2007, respectively.  Our non-cash
tax benefit from net losses was limited to $-0- under current accounting
standards. We will not recognize further tax benefits from net losses until we
generate taxable income.




Investing
Activities





Capital
expenditures were $187,936 in fiscal year ended September 30, 2008 and $682,911
in fiscal year ended September 30, 2007. The decrease was substantially due to
the acquisition of adjacent land and an associated building at our Washington
manufacturing facility in 2007. We currently have no material commitments
for the purchase of property and equipment.








23










Financing
Activities





During
the year ended September 30, 2008, we repaid $2,647,077 of notes payable and
borrowed $3,819,142 on our operating LOC, pursuant to the
following:





On April
29, 2008, we entered into an agreement with a financial institution to provide
up to $1,000,000 in secured credit, subject to certain limitations. This
facility will replace a previous facility with another bank that had a limit of
$300,000. Under this new facility, we are permitted to draw on an advance line
of up to 80% of certain eligible accounts receivable arising from our
manufactured products segment. The interest rate is Prime plus 4.5%. The line is
secured by the accounts receivable, inventory, and the unencumbered fixed assets
of that segment. As part of the transaction, the lender was granted 150,000
shares of common stock having a fair market value of $15,000.







Off-balance
Sheet Arrangements





We
operate certain facilities under operating leases, as follows:





We
entered into a three-year operating lease for 2,030 square feet of office space
in Sarasota, Florida. Non-cancelable annual lease payments for each year ending
September 30 are as follows:  2009--$29,825; and,
2010--$25,575.










24










PART
II


ITEM
7. FINANCIAL STATEMENTS







KESSELRING
HOLDING CORPORATION AND SUBSIDIARIES
 INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
ENDED SEPTEMBER 30, 2008 AND 2007
 
 
 
 
 KESSELRING
      HOLDING CORPORATION
                          PageReport
      of Independent Registered Public Accounting Firm
                          F-1Consolidated
      Balance Sheets at September 30, 2008 and 2007
                          F-2Consolidated
      Statements of Operations for the Years Ended September 30, 2008 and
      2007
                          F-3Consolidated
      Statements of Stockholders’ Equity (Deficit) for the Years Ended
      September 30, 2008 and 2007
                          F-4Consolidated
      Statements of Cash Flows for the Years Ended September 30, 2008 and
      2007
                          F-5Notes
      to Consolidated Financial Statements
                          F-6
      -
F-40
 
     25
   REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To the
Board of Directors and Stockholders
 Kesselring
Holding Corporation
 
 We have
audited the accompanying consolidated balance sheets of Kesselring Holding
Corporation and Subsidiaries (the “Company”) as of September 30, 2008 and 2007,
and the related consolidated statements of operations, stockholders' equity
(deficit), and cash flows for the years then ended. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. We were not engaged to perform an
audit of the Company's internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we express no
such opinion. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Kesselring
Holding Corporation and Subsidiaries as of September 30, 2008 and 2007 and the
consolidated results of their operations and their cash flows for the years then
ended in conformity with accounting principles generally accepted in the United
States of America.
 
 As more
fully discussed in Note 1 to the consolidated financial statements, the Company
has experienced recurring losses and management does not believe that working
capital is sufficient to maintain operations at their current levels. These
conditions raise substantial doubt surrounding the Company’s ability to continue
as a going concern. Management’s plans are also included in Note 1. The
consolidated financial statements do not include any adjustments that may arise
from this uncertainty.
 
 
 /s/
Lougheed & Company LLC
 
 
 Tampa,
Florida
 December
24, 2008
   F-1
  
  KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 CONSOLIDATED
BALANCE SHEETS
 SEPTEMBER
30, 2008 AND 2007
 
  2008
                                
                                
                                2007AssetsCurrent
      assets:Cash
      and cash equivalents
                                
                                $
                                121,888
                                
                                
                                $
                                159,744Accounts
      receivable, net allowances
                                
                                
                                950,201
                                
                                
                                
                                1,311,833Inventories
                                
                                
                                575,781
                                
                                
                                
                                580,203Costs
      and estimated earnings in excess of billingson
      uncompleted contracts
                                
                                
                                61,104
                                
                                
                                
                                132,435Other
      current assets
                                
                                
                                121,272
                                
                                
                                
                                141,669Total
      current assets
                                
                                
                                1,830,246
                                
                                
                                
                                2,325,884Property
      and equipment, net
                                
                                
                                2,530,963
                                
                                
                                
                                2,643,835Intangible
      assets, net
                                
                                
                                10,499
                                
                                
                                
                                24,499Other
      assets
                                
                                
                                56,273
                                
                                
                                
                                55,095Total
      assets
                                
                                $
                                4,427,981
                                
                                
                                $
                                5,049,313Liabilities
      and stockholders' equity (deficit)Current
      liabilities:Accounts
      payable and accrued expenses
                                
                                $
                                2,528,726
                                
                                
                                $
                                1,488,155Billings
      in excess of costs and estimated earnings onuncompleted
      contracts
                                
                                
                                12,036
                                
                                
                                
                                192,932Current
      maturities of notes payable
                                
                                
                                215,372
                                
                                
                                
                                31,246Current
      maturities of notes payable-related parties
                                
                                
                                945,000
                                
                                
                                
                                -Total
      current liabilities
                                
                                
                                3,701,134
                                
                                
                                
                                1,712,333Notes
      payable
                                
                                
                                1,586,374
                                
                                
                                
                                1,543,435Total
      liabilities
                                
                                
                                5,287,508
                                
                                
                                
                                3,255,768Commitments
      (Note 13)
                                
                                
                                -
                                
                                
                                
                                -Stockholders'
      equity (deficit):Preferred
      stock, $0.0001 par value, liquidation value,$1,725,000,
      20,000,000 shares authorized;1,000,000
      shares designated Series APreferred;
      1,000,000 issued and outstanding
                                
                                
                                1,500,000
                                
                                
                                
                                1,500,000Common
      stock, $0.0001 par value, 200,000,000 sharesauthorized;
      38,308,669 and 35,507,655 shares issuedand
      outstanding, respectively
                                
                                
                                3,831
                                
                                
                                
                                3,551Additional
      paid-in capital
                                
                                
                                4,479,985
                                
                                
                                
                                3,984,152Accumulated
      deficit
                                
                                
                                (6,843,343
                                )
                                
                                
                                (3,694,158
                                )Total
      stockholders' equity (deficit)
                                
                                
                                (859,527
                                )
                                
                                
                                1,793,545Total
      liabilities and stockholders' equity (deficit)
                                
                                $
                                4,427,981
                                
                                
                                $
                                5,049,313






F-2
  
  KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 CONSOLIDATED
STATEMENTS OF OPERATIONS
 YEARS
ENDED SEPTEMBER 30, 2008 AND 2007
 
 
 
 2008
                                                    
                                                    
                                                    2007Revenues:Product
      sales
                                                    
                                                    $
                                                    7,346,555
                                                    
                                                    
                                                    $
                                                    7,063,190Construction
      services
                                                    
                                                    
                                                    2,794,523
                                                    
                                                    
                                                    
                                                    5,112,00510,141,078
                                                    
                                                    
                                                    
                                                    12,175,195Cost
      of revenues:Product
      sales
                                                    
                                                    
                                                    5,074,760
                                                    
                                                    
                                                    
                                                    5,764,472Construction
      services
                                                    
                                                    
                                                    2,240,843
                                                    
                                                    
                                                    
                                                    4,029,6117,315,603
                                                    
                                                    
                                                    
                                                    9,794,083Gross
      profit
                                                    
                                                    
                                                    2,825,475
                                                    
                                                    
                                                    
                                                    2,381,112Operating
      expenses:Salaries
      and benefits
                                                    
                                                    
                                                    2,858,103
                                                    
                                                    
                                                    
                                                    1,926,983Restructuring
      and exit costs
                                                    
                                                    
                                                    657,606
                                                    
                                                    
                                                    
                                                    -Professional
      fees
                                                    
                                                    
                                                    649,329
                                                    
                                                    
                                                    
                                                    1,737,795Bad
      Debts
                                                    
                                                    
                                                    163,068
                                                    
                                                    
                                                    
                                                    101,227Insurance
                                                    
                                                    
                                                    160,919
                                                    
                                                    
                                                    
                                                    117,840Rent
      and occupancy costs
                                                    
                                                    
                                                    156,173
                                                    
                                                    
                                                    
                                                    229,197Depreciation
      and amortization
                                                    
                                                    
                                                    153,576
                                                    
                                                    
                                                    
                                                    167,182Transportation
      costs
                                                    
                                                    
                                                    129,443
                                                    
                                                    
                                                    
                                                    155,602Consulting
      fees, related parties
                                                    
                                                    
                                                    87,625
                                                    
                                                    
                                                    
                                                    429,189Repairs
      and maintenance
                                                    
                                                    
                                                    83,813
                                                    
                                                    
                                                    
                                                    200,270Advertising
                                                    
                                                    
                                                    68,000
                                                    
                                                    
                                                    
                                                    114,433Other
      operating expenses
                                                    
                                                    
                                                    602,770
                                                    
                                                    
                                                    
                                                    470,1705,770,425
                                                    
                                                    
                                                    
                                                    5,649,888Loss
      from operations
                                                    
                                                    
                                                    (2,944,950
                                                    )
                                                    
                                                    
                                                    (3,268,776
                                                    )Other
      income (expense):Interest
      expense
                                                    
                                                    
                                                    (233,437
                                                    )
                                                    
                                                    
                                                    (107,715
                                                    )Other
      income (expense), net
                                                    
                                                    
                                                    28,140
                                                    
                                                    
                                                    
                                                    9,242Interest
      income
                                                    
                                                    
                                                    1,062
                                                    
                                                    
                                                    
                                                    5,799(204,235
                                                    )
                                                    
                                                    
                                                    (92,674
                                                    )Loss
      before income taxes
                                                    
                                                    
                                                    (3,149,185
                                                    )
                                                    
                                                    
                                                    (3,361,450
                                                    )Income
      tax benefit
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    254,829Net
      loss
                                                    
                                                    $
                                                    (3,149,185
                                                    )
                                                    
                                                    $
                                                    (3,106,621
                                                    )Loss
      applicable to common stockholders:Net
      loss
                                                    
                                                    $
                                                    (3,149,185
                                                    )
                                                    
                                                    $
                                                    (3,106,621
                                                    )Preferred
      stock dividends and accretions
                                                    
                                                    
                                                    (155,479
                                                    )
                                                    
                                                    
                                                    (1,479,104
                                                    )Loss
      applicable to common stockholders
                                                    
                                                    $
                                                    (3,304,664
                                                    )
                                                    
                                                    $
                                                    (4,585,725
                                                    )Loss
      per common share, basic and diluted
                                                    
                                                    $
                                                    (0.09
                                                    )
                                                    
                                                    $
                                                    (0.14
                                                    )Weighted
      average common shares, basic and diluted
                                                    
                                                    
                                                    36,550,281
                                                    
                                                    
                                                    
                                                    33,477,552
  
 
 See
accompanying notes.
 
  F-3
    KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
 YEARS
ENDED SEPTEMBER 30, 2008 AND 2007
 
 
 Preferred
                                  
                                  
                                  Stock
                                  
                                  
                                  Common
                                  
                                  
                                  Stock
                                  
                                  
                                  Paid-in
                                  
                                  
                                  AccumulatedShares
                                  
                                  
                                  Amount
                                  
                                  
                                  Shares
                                  
                                  
                                  Amount
                                  
                                  
                                  Capital
                                  
                                  
                                  Deficit
                                  
                                  
                                  TotalBalances
      at October 1, 2006
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  25,329,800
                                  
                                  
                                  
                                  254
                                  
                                  
                                  
                                  2,939,784
                                  
                                  
                                  
                                  (587,537
                                  )
                                  
                                  
                                  2,352,501Sale
      of common stock
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  1,400,000
                                  
                                  
                                  
                                  14
                                  
                                  
                                  
                                  489,986
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  490,000Common
      stock issued to consultants for services
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  44,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  22,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  22,00026,773,800
                                  
                                  
                                  
                                  268
                                  
                                  
                                  
                                  3,451,770
                                  
                                  
                                  
                                  (587,537
                                  )
                                  
                                  
                                  2,864,501Recapitalization:Cancellation
      of accounting issuers shares
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  (26,773,800
                                  )
                                  
                                  
                                  (268
                                  )
                                  
                                  
                                  (3,445,170
                                  )
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (3,445,438
                                  )Issuance
      of shares to accounting acquirer
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  1,374,163
                                  
                                  
                                  
                                  137
                                  
                                  
                                  
                                  3,445,300
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  3,445,437Common
      shares of legal acquirer outstanding
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  337,480
                                  
                                  
                                  
                                  34
                                  
                                  
                                  
                                  (34
                                  )
                                  
                                  
                                  
                                  
                                  
                                  
                                  -Reverse
      stock split
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  31,823,739
                                  
                                  
                                  
                                  3,182
                                  
                                  
                                  
                                  (3,182
                                  )
                                  
                                  
                                  
                                  
                                  
                                  
                                  -Recapitalized
      stockholder's equity
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  33,535,382
                                  
                                  
                                  
                                  3,353
                                  
                                  
                                  
                                  3,448,684
                                  
                                  
                                  
                                  (587,537
                                  )
                                  
                                  
                                  2,864,500Post-recapitalization
      transactions:Sale
      of Series A Preferred and warrants:Allocation
      of proceeds to Series A Preferred and warrants
                                  
                                  
                                  1,000,000
                                  
                                  
                                  
                                  584,270
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  605,730
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  1,190,000Beneficial
      conversion feature in Series A Preferred
                                  
                                  
                                  
                                  (513,374
                                  )
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  513,374
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  -Deemed
      dividend accretes Series A Preferred
                                  
                                  
                                  
                                  
                                  
                                  
                                  1,429,104
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  (1,429,104
                                  )
                                  
                                  
                                  
                                  
                                  
                                  
                                  -Share-based
      payment arrangements ( at fair values):Common
      stock issued to employees
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  930,000
                                  
                                  
                                  
                                  93
                                  
                                  
                                  
                                  286,407
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  286,500Common
      stock issued to consultants
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  233,558
                                  
                                  
                                  
                                  23
                                  
                                  
                                  
                                  130,120
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  130,143Common
      stock issued to Board Members
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  75,000
                                  
                                  
                                  
                                  8
                                  
                                  
                                  
                                  22,493
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  22,501Issuance
      of employee stock options (240,200 indexed shares)
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  54,334
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  54,334Conversion
      of convertible debt for common stock at a rate implicit
                                  
                                  
                                  
                                  733,725
                                  
                                  
                                  
                                  73
                                  
                                  
                                  
                                  352,114
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  352,187in
      the contractNet
      loss
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  (3,106,621
                                  )
                                  
                                  
                                  (3,106,621
                                  )Balances
      at October 1, 2007
                                  
                                  
                                  1,000,000
                                  
                                  
                                  $
                                  1,500,000
                                  
                                  
                                  
                                  35,507,665
                                  
                                  
                                  $
                                  3,551
                                  
                                  
                                  $
                                  3,984,152
                                  
                                  
                                  $
                                  (3,694,158
                                  )
                                  
                                  $
                                  1,793,545Share-based
      payment arrangements (at fair values):Common
      stock issued to employees
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  1,073,204
                                  
                                  
                                  
                                  107
                                  
                                  
                                  
                                  142,559
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  142,666Common
      stock issued to consultants
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  180,000
                                  
                                  
                                  
                                  18
                                  
                                  
                                  
                                  14,782
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  14,800Common
      stock issued to Board Members
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  337,800
                                  
                                  
                                  
                                  34
                                  
                                  
                                  
                                  23,612
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  23,646Common
      stock issued for direct finance costs
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  150,000
                                  
                                  
                                  
                                  15
                                  
                                  
                                  
                                  14,985
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  15,000Common
      stock issued to officers for settlement of debts
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  1,260,000
                                  
                                  
                                  
                                  126
                                  
                                  
                                  
                                  71,768
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  71,894Compensation
      on vested stock options
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  175,955
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  175,955Debt
      forgiveness by officers
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  57,152
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  57,152Common
      stock cancelled
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  (200,000
                                  )
                                  
                                  
                                  (20
                                  )
                                  
                                  
                                  20
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  -Other
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  (5,000
                                  )
                                  
                                  
                                  
                                  
                                  
                                  
                                  (5,000
                                  )Net
      loss
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  (3,149,185
                                  )
                                  
                                  
                                  (3,149,185
                                  )Balances
      at September 30, 2008
                                  
                                  
                                  1,000,000
                                  
                                  
                                  
                                  1,500,000
                                  
                                  
                                  
                                  38,308,669
                                  
                                  
                                  
                                  3,831
                                  
                                  
                                  
                                  4,479,985
                                  
                                  
                                  
                                  (6,843,343
                                  )
                                  
                                  
                                  (859,527
                                  )
 
 
 See
accompanying notes.
 
  F-4
  KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 YEARS
ENDED SEPTEMBER 30, 2008 AND 2007
 
 
 
 2008
                                            
                                            
                                            2007Cash
      flows from operating activities:Net
      loss
                                            
                                            $
                                            (3,149,185
                                            )
                                            
                                            $
                                            (3,106,621
                                            )Adjustments
      to reconcile net loss to net cash fromoperating
      activities:Restructuring
      reserves
                                            
                                            
                                            657,606
                                            
                                            
                                            
                                            -Depreciation
      and amortization of long-lived assets
                                            
                                            
                                            232,212
                                            
                                            
                                            
                                            262,621Share-based
      payments:Employees
                                            
                                            
                                            142,666
                                            
                                            
                                            
                                            340,834Board
      members
                                            
                                            
                                            23,646
                                            
                                            
                                            
                                            -Consultants
                                            
                                            
                                            14,800
                                            
                                            
                                            
                                            22,500Provisions
      for bad debts
                                            
                                            
                                            163,068
                                            
                                            
                                            
                                            101,227Loss
      on disposal of assets
                                            
                                            
                                            82,596Amortization
      of deferred finance costs
                                            
                                            
                                            12,391
                                            
                                            
                                            
                                            -Deferred
      income taxes
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (254,829
                                            )Changes
      in operating assets and liabilities:Accounts
      receivable
                                            
                                            
                                            198,564
                                            
                                            
                                            
                                            350,441Inventories
                                            
                                            
                                            4,421
                                            
                                            
                                            
                                            (100,643
                                            )Contract
      assets and liabilities
                                            
                                            
                                            71,331
                                            
                                            
                                            
                                            (2,970
                                            )Other
      current assets
                                            
                                            
                                            32,787
                                            
                                            
                                            
                                            (48,050
                                            )Other
      assets
                                            
                                            
                                            (1,178
                                            )
                                            
                                            
                                            (58,508
                                            )Accounts
      payable and accrued expenses
                                            
                                            
                                            678,530
                                            
                                            
                                            
                                            300,691Contract
      liabilities
                                            
                                            
                                            (186,240
                                            )
                                            
                                            
                                            (126,452
                                            )Net
      cash flows from operating activities
                                            
                                            
                                            (1,021,985
                                            )
                                            
                                            
                                            (2,319,759
                                            )Cash
      flows from investing activities:Purchases
      of property and equipment
                                            
                                            
                                            (187,936
                                            )
                                            
                                            
                                            (682,911
                                            )Net
      cash flows from investing activities
                                            
                                            
                                            (187,936
                                            )
                                            
                                            
                                            (682,911
                                            )Cash
      flows from financing activities:Proceeds
      from mortgage notes payable
                                            
                                            
                                            3,819,142
                                            
                                            
                                            
                                            2,431,200Payment
      of notes payable
                                            
                                            
                                            (2,547,077
                                            )
                                            
                                            
                                            (726,889
                                            )Payment
      of notes payable to related parties
                                            
                                            
                                            (100,000
                                            )
                                            
                                            
                                            (924,524
                                            )Proceeds
      from sale of preferred stock and warrants
                                            
                                            
                                            -
                                            
                                            
                                            
                                            1,190,000Proceeds
      from sales of common stock
                                            
                                            
                                            -
                                            
                                            
                                            
                                            490,000Net
      cash flows from financing activities
                                            
                                            
                                            1,172,065
                                            
                                            
                                            
                                            2,459,787Net
      change in cash
                                            
                                            
                                            (37,856
                                            )
                                            
                                            
                                            (390,738
                                            )Cash
      at the beginning of the year
                                            
                                            
                                            159,744
                                            
                                            
                                            
                                            550,482Cash
      at the end of the year
                                            
                                            $
                                            121,888
                                            
                                            
                                            $
                                            159,7442008
                                            
                                            
                                            2007Supplemental
      Cash Flow Information:Cash
      paid for:Interest
                                            
                                            $
                                            233,437
                                            
                                            
                                            $
                                            98,261Income
      taxes
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -Non-cash
      investing and financing activities:Issuances
      of common stock:Settlement
      of officer debt
                                            
                                            $
                                            71,894Direct
      finance costs
                                            
                                            $
                                            15,000Conversion
      of face value $350,000 convertible debtand
      $2,187 accrued interest for common stock
                                            
                                            
                                            
                                            
                                            
                                            $
                                            352,187
 
 See
accompanying notes.
   F-5
   KESSELRING
HOLDING CORPORATION AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 1.
              Business,
      basis of presentation and significant accounting
  policies:
 
 Our
business:
 
 Kesselring
Holding Corporation (the “Company”) was organized as a Delaware Corporation on
April 11, 2006. We are engaged in (i) restoration services, principally to
commercial property owners, (ii) the manufacture and sale of cabinetry and
remodeling products, principally to contractors and (iii) multifamily and
commercial remodeling and building services on customer-owned properties. We
apply the “management approach” to the identification of our reportable
operating segments as provided in Financial Accounting Standard No. 131 Disclosures about Segments
of an Enterprise and Related Information. This approach requires us to
report our segment information based on how our chief decision making officer
internally evaluates our operating performance. As more fully discussed in Note
14, our business segments consist of (i) Construction Services (building and
restoration services), and (ii) Manufactured Products. Our building and
restoration services are conducted in the State of Florida and principally serve
the West Central Florida Area. Our Manufactured Products manufacturing
facilities are located in the State of Washington and serve principally
contractors in the Northwestern United States.
 
 Basis
of presentation:
 
 The
preparation of financial statements in accordance with Accounting Principles
Generally Accepted in the United States of America contemplates that the Company
will continue as a going concern, for a reasonable period. As reflected in our
condensed consolidated financial statements, we have incurred losses of
($3,149,185) and ($3,106,621) during the years ended September 30, 2008 and
2007, respectively. We have used cash of ($1,021,985) and ($2,319,759) in our
operating activities during the years ended September 30, 2008 and 2007,
respectively. We also have a current working capital deficiency of ($1,870,888)
that is insufficient in our management’s view to sustain our current levels of
operations for a reasonable period without additional financing. These trends
and conditions continue to raise substantial doubt surrounding our ability to
continue as a going concern for a reasonable period.
 
 In
response to these trends and conditions, our Board of Directors has
substantially restructured our executive management. This restructured executive
management team has been implementing a strategic plan to alleviate our
liquidity shortfalls, improve gross profit margins, reduce expenses and,
ultimately, achieve profitability. Since August 2007, execution of this plan has
included (i) the elimination of a substantial number of our Florida-based
positions and the associated employment costs, (ii) the curtailment of operating
costs and expenses, (iii) the refocus of construction services work away from
less profitable homebuilding activities to more profitable restoration and
renovation activities; and, (iv) the aggressive development of our manufactured
products business.
    F-6
 
 
 KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  
 1.
              Business,
      basis of presentation and significant accounting policies
      (continued):
 
  As a
result of our executive management’s efforts, we have (i) increased our
unaudited consolidated revenues in the fourth quarter to $3,038,525 compared to
$2,697,874, $2,407,881 and $1,996,799 during our first, second, and third
quarters, respectively, (ii) increased our unaudited consolidated gross profits
to 30% and 35% for our third and fourth quarters, respectively, compared to 18%
and 26% during our first and second quarters, respectively, (iii) increased our
unaudited consolidated operating profit to $175,841 in the fourth quarter
compared to operating losses of ($1,307,628), ($1,551,085), and ($466,317), in
the first, second, and third quarters, respectively, (iv) reduced our unaudited
consolidated cash-based compensation expenditures changed to $575,000 and
$570,000 for our third and fourth quarters, respectively, compared to $840,000
and $538,000 during our first and second quarters, respectively, and (v) reduced
our total unaudited consolidated operating expenses to $1,084,000 and $895,000
for our third and fourth quarters, respectively, compared to $1,760,000 and
$2,135,000 during our first and second quarters, respectively.
  Notwithstanding
the operating performance improvements, our negative liquidity conditions have
worsened from reporting working capital of $613,551 at September 30, 2007 to a
deficiency of working capital of ($1,870,888) at September 30,
2008.  The reduction in liquidity is due to our preservation of cash
reserves to sustain our operations while working closely with our creditors and
vendors to extend terms of payment, the later having the effect of increasing
our liabilities. Our management will continue these efforts while seeking other
permanent sources of equity. However, there can be no assurance that additional
capital arrangements, at terms suitable to our management, will present
themselves.
  In
addition to the restructuring of our current operations, management is currently
performing due diligence procedures on certain acquisition candidates and is
carefully considering other strategic initiatives to bring the Company into a
state of profitability and continued growth. There can be no assurances that our
management can complete the acquisition of other businesses and, if they do,
there can be no assurances that the acquired business would remediate the
liquidity shortfalls being experienced.
  Ultimately,
the Company’s ability to continue for a reasonable period is dependent upon
management’s ability to continue to increase revenues and profits, maintain
current operating expense levels, and obtaining additional financing to augment
working capital requirements and support acquisition plans. There can be no
assurance that management will be successful in achieving these objectives or
obtain financing under terms and conditions that are suitable. The accompanying
financial statements do not include any adjustments associated with these
uncertainties.
  
 F-7
  
  KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  
 1.
              Business,
      basis of presentation and significant accounting policies
      (continued):
 
 Merger
and Recapitalization:
 
 On May 18, 2007, we merged with
Kesselring Corporation, a Florida Corporation (“Kesselring Florida”) pursuant to
a Share Exchange Agreement (the “Exchange Agreement”). The Exchange Agreement
provided for, among other things, the exchange of Kesselring Florida’s
26,773,800 outstanding common shares for 26,796,186 (or 80.28%) of our common
shares. Considering that Kesselring Florida’s shareholders now control the
majority of the Company’s outstanding voting common stock, its management has
actual operational control and Offline effectively succeeded its otherwise
minimal operations to the operations of Kesselring Florida, Kesselring Florida
is considered the accounting acquirer in this reverse-merger transaction. A
reverse-merger transaction is considered, and accounted for as, a capital
transaction in substance; it is equivalent to the issuance of Kesselring
Florida’s common stock for the net monetary assets of Offline, accompanied by a
recapitalization. On the date of the merger, Offline had no assets and no
liabilities. Financial statements presented post-merger reflect the financial
assets and liabilities and operations of Kesselring Florida, giving effect to
the recapitalization, as if it had been the Issuer during the periods
presented.
 
 On May
18, 2007, immediately before the merger, Marcello Trbitsch (the pre-merger
majority shareholder and principal officer) entered into a Settlement and
Release Agreement (the “Agreement”) with Offline Consulting, Inc. (“Offline”)
pursuant to which he agreed to cancel 117,048,750 shares of common stock in
consideration of the transfer of all of the assets (having a carrying value of
approximately $10,000) of the Company’s former business. The Agreement further
provided for Mr. Trbitsh’s assumption of all obligations and liabilities of the
Company’s former business (amounting to approximately $35,000). While Kesselring
Florida was not a party to the Agreement, execution of the Agreement was a
condition precedent to the merger as was explicitly provided for in the Share
Exchange Agreement. In recognition that the former business was unable to
develop into a viable business entity and that the assets had no value, the
pre-merged company charged the assets to operations as an impairment charge. The
assumption of liabilities was treated as a capital transaction since the
extinguishment involved a significant related party.
 
 F-8
 
  
 KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 1.
              Business,
      basis of presentation and significant accounting policies
      (continued):
 
 In
connection with the merger, we changed our fiscal year end from December 31 to
September 30. In addition, on June 8, 2007, we changed our name from Offline
Consulting, Inc. to Kesselring Holding Corporation.
 
 On June
29, 2007, our Board of Directors and stockholders approved a 19.5 for one
forward stock split of our issued and outstanding stock which was effective on
July 8, 2007. All share and per share information has been restated to give
effect to the forward split for all periods presented.
 
 Consolidation
policy:
 
 Our
consolidated financial statements include the accounts of the Company and our
wholly-owned subsidiaries, Kesselring Florida, Kesselring Restoration Inc., King
Brothers Woodworking, Inc., King Door and Hardware, Inc., Kesselring Homes,
Inc., and 1st
Aluminum, Inc. All significant inter-company balances and transactions have been
eliminated in our consolidated financial statements.
 
 Revenue
recognition:
 
 We
recognize revenue when persuasive evidence of an arrangement exists, delivery
has occurred or services have been rendered, our price is fixed or otherwise
determinable and collectability is probable. Our revenue recognition policy for
each of our offerings follows:
 
 Construction services
– Our construction services revenue reflects the revenues that we derive from
providing restoration and building services under formal contractual
arrangements. Our restoration contracts are principally with commercial property
owners; such as hotel or apartment building owners. Our building contracts
provide for the commercial construction customer-owned property; we do not take
title or possession to real-estate (including land, buildings and improvements)
in connection with these construction services. Our remodeling contracts are
with commercial and multifamily property owners. These services include the
provisioning of our workforce, the engagement of subcontractors and the delivery
and installation of materials and products that are necessary to provide
services to our customers. We contract with our customers on both a fixed-price
and time and material basis. We generally recognize contract revenues by
applying the percentage-of-completion method, where the percentage of revenue
that we record is determined by dividing our contract-specific costs incurred by
our estimate of total costs on each contract.
 
 
 
 F-9
 
 
 KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 1.
              Business,
      basis of presentation and significant accounting policies
      (continued):
 
 In
certain instances where restoration contracts are very short in duration and
involve minimal costs, we record revenue when our contractual responsibilities
have been completed; but only after we conclude that the application of this
method would not result in materially different reported revenues. In all
instances, we evaluate our contracts for possible losses. We record contract
losses when such losses are both probable and reasonably estimable.
 
 Manufactured Product
– Our manufactured product sales reflect revenue that we derive from our
Manufactured Products operating segment. We manufacture and sell custom
cabinetry and custom remodeling products principally to construction
contractors. In certain instances, to facilitate the sale of our custom
products, we may engage to install our products at the contractor worksite at
the time of delivery. We recognize product sales when products have been picked
up at our facility or delivered, and where installation is required, installed
at our customer’s worksite.
 
 Cash
and Cash Equivalents:
 
 For
purposes of our statements of cash flows, we consider all highly liquid
investments with a maturity of three months or less when purchased to be cash
equivalents. The Company owns depositary balances at several financial
institutions, in amounts which may exceed FDIC insured limits from time to time.
We minimize the risks associated with such concentrations by periodically
considering the reported standing of the financial institution.
 
 Accounts
receivable:
 
 Accounts
receivable represents normal trade obligations from customers that are subject
to normal trade collection terms, without discounts or rebates. We require
deposits or retainers when we consider a customer’s credit risk to warrant the
collection of such. In addition, we at times collect deposits in connection with
our construction services, consistent with industry practice. Notwithstanding
these collections, we periodically evaluate the collectability of our accounts
receivable and consider the need to establish an allowance for doubtful accounts
based upon our historical collection experience and specifically identifiable
information about our customers.
 
 Notwithstanding
the above policies, when we begin a remodeling, restoration or building project,
it is our practice to send a notice to owner in order to protect our lien rights
on the property underlying the project to reduce the risk of uncollectible
receivables. Other parties, particularly banks and other lending institutions
may have a superior security interest in the property. From time to time we
pursue legal action in the ordinary course of business to enforce the lien,
including negotiation, arbitration, mediation or other legal means. The process
involved in pursuing these collection actions may impact our ability to collect
receivables in a timely manner.
   F-10
  
 KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 1.
              Business,
      basis of presentation and significant accounting policies
      (continued):
 
 Inventories:
 
 Inventories
consist of (i) manufacturing materials used in and held for sale in our
Manufactured Products operating segment, (ii) non-contract-specific construction
materials used in our Construction services operating segment, and (iii)
work-in-process on short-duration time and material contracts. Manufacturing and
general contract inventories are stated at the lower of cost, applying the
first-in, first-out method, or market. Work-in-process on short-duration time
and material contracts is recorded at the job-specific actual cost of material,
labor and overhead.
 
 Property
and equipment:
 
 Property
and equipment are stated at cost. Buildings and improvements, vehicles, office
and production equipment are depreciated using the straight-line method over the
estimated useful lives of the related assets. Carrying values of land are
considered for impairment at least annually. Maintenance and routine repairs are
charged to expense as incurred. Significant renewals and betterments are
capitalized. At the time of retirement or other disposition of property and
equipment, the cost and accumulated depreciation are removed from the accounts
and any resulting gain or loss is reflected in the statement of
operations.
 
 Intangible
assets:
 
 Our
intangible assets arose from the purchase of businesses in July 2006. Intangible
assets are recorded at our cost, and are being amortized over estimated useful
lives.
 
 Impairment
of long-lived assets:
 
 We assess
the recoverability of our long-lived assets (property and equipment and
identifiable intangible assets) by determining whether undiscounted cash flows
of long-lived assets over their remaining lives are sufficient to recover the
respective carrying values. The amount of long-lived asset impairment, if any,
is measured based on fair values of our assets and is charged to operations in
the period in which long-lived asset impairment is determined by
management.
 
 
 
 F-11
 
 
 
 
 
 KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 1.
              Business,
      basis of presentation and significant accounting policies
      (continued):
 
 Advertising
expense:
 
 We
expense our advertising costs as they are incurred. During the year ended
September 30, 2008 and 2007, advertising costs amounted to approximately $68,000
and $114,000 respectively.
 
 Share-based
payment:
 
 Share-based
payments issued to employees and non-employees are accounted for at their
grant-date fair values pursuant to Statements of Financial Accounting Standards
No. 123(R), Shared-Based Payments
(revised 2004). The provisions in Statement No. 123(R) were effective for all
stock options or other equity-based awards to our employees that vest or become
exercisable during our first quarter of fiscal 2007. Prior to our adoption of
Statement No. 123(R), we issued shares as compensation to employees and
non-employees and in connection with acquisitions of business. In all instances,
we recorded share-based payments at their fair value on the date issued. As a
result, the adoption of Statement No. 123(R) did not have a transitional effect
on our current period financial statements.
 
 Income
taxes:
 
 We
account for income taxes under the asset and liability method in accordance with
Financial Accounting Standard No. 109, Accounting for Income
Taxes. Under this method, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. Under
Statement No. 109, the effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that includes the enactment
date. A valuation allowance is provided for certain deferred tax assets if it is
more likely than not that we will not realize tax assets through future
operations.
 
 Comprehensive
income:
 
 Comprehensive
income is defined as all changes in stockholders’ equity from transactions and
other events and circumstances. Therefore, comprehensive income includes our net
income (loss) and all charges and credits made directly to stockholders’ equity
other than stockholder contributions and distributions. We had no other
transactions or events that affect our comprehensive income.
 
 
 F-12
 
 KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 1.
              Business,
      basis of presentation and significant accounting policies
      (continued):
 
 Net
income (loss) per share:
 
 Basic
income (loss) per share is computed by dividing income available to common
stockholders by the weighted average number of outstanding common shares during
the period of computation. Diluted income (loss) per share gives effect to
potentially dilutive common shares outstanding. Potentially dilutive securities
include stock options and warrants. We give effect to these dilutive securities
using the Treasury Stock Method. Potentially dilutive securities also include
preferred stock and, from time-to-time, other convertible financial instruments.
We give effect to these dilutive securities using the If-Converted Method.
Irrespective, dilutive securities are not considered in our net income (loss)
per share calculations if the effect of including them would be
anti-dilutive.
 
 Use
of estimates:
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires us to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets, if any, at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period.
Significant estimates that we have made in the preparation of our financial
statements are as follows:
 
 Contract
revenue: Our revenue recognition policies require us to estimate our total
contract costs and revise those estimates for changes in the facts and
circumstances. These estimates consider all available information; including
pricing quotes provided by our vendors for materials, projections of our
employee compensation and our past experience in providing construction
services.
 
 
 
 F-13
 
 
 
 KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 1.
              Business,
      basis of presentation and significant accounting policies
      (continued):
 
 Long-lived
assets: Our long-lived assets require us to make subjective estimates about our
future operations and cash flows so that we can evaluate the recoverability of
such assets. These estimates consider all available information and market
indicators; including our operational history, our expected contract performance
and changes in the industries that we serve.
 
 Share
Based Payment: Estimating the fair value of our common stock is necessary in the
preparation of computations related to share-based payments and financing
transactions. We believe that the most appropriate and reliable basis for common
stock value is trading market prices in an active market. However, prior to May
31, 2007, our common stock was not listed or publicly traded under our symbol.
Prior to May 31, 2007, we utilized the income approach to enterprise valuation
coupled with our common shares outstanding to estimate the fair value of our
common stock per share. The income approach requires us to develop subjective
estimates about our future operating performance and cash flows. It also
requires us to develop estimates related to the discount rate necessary to
discount future cash flows. As with any estimates, actual results could be
different. On May 31, 2007, some of our common stock became publicly traded
under our newly acquired trading symbol. We continue to review and evaluate
trading activity to determine whether such activity provides a reliable basis
upon which to value our common stock. Commencing with our quarterly financial
statements after May 31, 2007, we began using trading market information in the
fair value of our per share common stock price.
 
 Actual
results could differ from these estimates.
 
 Recent
Accounting Pronouncements:
  We have
reviewed accounting pronouncements and interpretations thereof that have
effectiveness dates during the periods reported and in future periods. We
believe that the following impending standards may have an impact on our future
filings. Also see Fair Value Measurements, above. The applicability of any
standard is subject to the formal review of our financial management and certain
standards are under consideration.
  In
December 2007, the FASB issued Financial Accounting Standard No. 141(R), Business Combinations
("SFAS 141(R)"), which establishes principles and requirements for how an
acquirer recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, and any non-controlling interest in an
acquiree, including the recognition and measurement of goodwill acquired in a
business combination.  SFAS 141R is effective as of the beginning of
the first fiscal year beginning on or after December 15, 2008. Earlier adoption
is prohibited and we are currently evaluating the effect, if any that the
adoption will have on our financial position results of operations or cash flows
should we enter into a transaction that meets the definition of a business
purchase.
 
 
 F-14
 
 
 KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 1.
              Business,
      basis of presentation and significant accounting policies
      (continued):
 
 Financial
Accounting Standard No. 157 Fair Value Measurements defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value measurements. It
is effective for our fiscal year beginning October 1, 2008. This Statement
applies under other accounting pronouncements that require or permit fair value
measurements, the FASB having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute.
Accordingly, this new standard will not require any new fair value measurements.
We do not believe that this standard will result in a material financial affect.
However, we will be required to expand our disclosures, commencing with our
quarterly period ending December 31, 2008, in areas where other accounting
principles require fair value measurements to provide information related to the
hierarchy of fair value inputs.
 
 In
September 2006, the FASB issued Financial Accounting Standard No. 158, Employers’ Accounting for
Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB
Statements No. 87, 88, 106 and132(R) (“SFAS 158”).  SFAS 158
improves financial reporting by requiring an employer to recognize the
overfunded or underfunded status of a defined benefit postretirement plan (other
than a multiemployer plan) as an asset or liability in its statement of
financial position and to recognize changes in that funded status in the year in
which the changes occur through comprehensive income of a business entity or
changes in unrestricted net assets of a not-for-profit organization. SFAS 158
also improves financial reporting by requiring an employer to measure the funded
status of a plan as of the date of its year-end statement of financial position,
with limited exceptions.  The effective date for an employer with
publicly traded equity securities is as of the end of the fiscal year ending
after December 15, 2006. The adoption of SFAS 158 did not have a material impact
on our financial position, results of operations or cash flows because we do not
have a defined benefit plan for our employees.
 
 Financial
Accounting Standard No. 159 The Fair Value Option for
Financial Assets and Financial Liabilities permits entities to choose to
measure many financial instruments and certain other items at fair value. It is
effective for our fiscal year beginning October 1, 2008. At this time, we do not
intend to reflect any of our current financial instruments at fair value (expect
that we are required to carry our derivative financial instruments at fair
value). However, we will consider the appropriateness of recognizing financial
instruments at fair value on a case by case basis as they arise in future
periods.
 
 
 
 F-15
 
 
 
 
 
 
 
 
 
 KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 1.
              Business,
      basis of presentation and significant accounting policies
      (continued):
 
 In
December 2007, the FASB issued Financial Accounting Standard No. 160, Non-controlling Interests in
Consolidated Financial Statements Liabilities–an Amendment of ARB No.
51. This statement amends ARB No. 51 to establish accounting and
reporting standards for the Non-controlling interest in a subsidiary and for the
deconsolidation of a subsidiary.  SFAS 160 will change the
classification and reporting for minority interest and non-controlling interests
of variable interest entities.  Following the effectiveness of SFAS
160, the minority interest and non-controlling interest of variable interest
entities will be carried as a component of stockholders’ equity. Accordingly,
upon the effectiveness of this statement, we will begin to reflect
non-controlling interest in our consolidated variable interest entities as a
component of stockholders’ equity. This statement is effective for fiscal years
and interim periods within those fiscal years, beginning on or after December
15, 2008 and earlier adoption is prohibited. Since we do not currently have
Variable Interest Entities consolidated in our financial statements, adoption of
this standard is not expected to have a material effect.
 
 In March
2008, the FASB issued Financial Accounting Standard No. 161, Disclosures about Derivative
Instruments and Hedging Activities–an amendment to FASB
Statement No. 133 (“SFAS 161”).  SFAS 161 is intended to
improve financial standards for derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their
effects on an entity's financial position, financial performance, and cash
flows. Entities are required to provide enhanced disclosures about: (a) how and
why an entity uses derivative instruments; (b) how derivative instruments and
related hedged items are accounted for under SFAS 133 and its related
interpretations; and (c) how derivative instruments and related hedged items
affect an entity’s financial position, financial performance, and cash flows. It
is effective for financial statements issued for fiscal years beginning after
November 15, 2008, with early adoption encouraged. We are currently evaluating
the impact of SFAS 161, if any, will have on our financial position, results of
operations or cash flows. This standard will affect the disclosures in our
financial statements to provide the required information.
 
 In May
2008, the FASB issued Financial Accounting Standard No. 162, The Hierarchy of Generally
Accepted Accounting Principles ("SFAS 162"). SFAS 162 identifies the
sources of accounting principles and the framework for selecting the principles
used in the preparation of financial statements of nongovernmental entities that
are presented in conformity with generally accepted accounting principles (the
GAAP hierarchy). SFAS 162 will become effective 60 days following the SEC's
approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, "The Meaning of Present Fairly in Conformity With Generally
Accepted Accounting Principles." We do not expect the adoption of SFAS 162 will
have a material effect on its financial position, results of operations or cash
flows.
 
 
 F-16
 
 
 
 
 
 
 KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 1.
              Business,
      basis of presentation and significant accounting policies
      (continued):
 
 In July
2006, the FASB issued Interpretation No. 48, Accountingfor
Uncertainty in Income Taxes(“FIN 48”). FIN No. 48
clarifies the accounting for Income Taxes by prescribing the minimum recognition
threshold a tax position is required to meet before being recognized in the
financial statements. It also provides guidance on derecognition, measurement,
classification, interest and penalties, accounting in interim periods,
disclosure and transition and clearly scopes income taxes out of Financial
Accounting Standard No. 5, Accounting
for Contingencies. FIN 48 was effective for
fiscal years beginning after December 15, 2006. Accordingly, we have implemented
FIN 48 by summarizing and evaluating all potential uncertain tax positions. As a
result of our implementation, FIN No. 48 did not have a material impact on our
financial position, results of operations or cash flows, although, as discussed
in our income tax disclosures, certain positions are present that require our
periodic review in maintaining compliance with this standard.
 
 In
December 2006, the FASB issued FSP EITF 00-19-2, Accounting for Registration
Payment Arrangements (FSP 00-19-2) which addresses accounting for
registration payment arrangements. FSP 00-19-2 specifies that the contingent
obligation to make future payments or otherwise transfer consideration under a
registration payment arrangement, whether issued as a separate agreement or
included as a provision of a financial instrument or other agreement, should be
separately recognized and measured in accordance with SFAS No. 5, Accounting for
Contingencies. FSP 00-19-2 further clarifies that a financial instrument
subject to a registration payment arrangement should be accounted for in
accordance with other applicable generally accepted accounting principles
without regard to the contingent obligation to transfer consideration pursuant
to the registration payment arrangement.  For registration payment
arrangements and financial instruments subject to those arrangements that were
entered into prior to the issuance of EITF 00-19-2, this guidance shall be
effective for financial statements issued for fiscal years beginning after
December 15, 2006 and interim periods within those fiscal years. The adoption of
EITF 00-19-02 did not have a material impact on our financial position, results
of operations or cash flows, because we have no current transactions that embody
Registration Payment Arrangements, as defined in the standard.
 
 In April
2008, the FASB issued FSP No. FAS 142-3 Determination of the Useful
Life of Intangible Assets. This FSP amends the factors that should be
considered in developing renewal or extension assumptions used to determine the
useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other
Intangible Assets. The Company is required to adopt FSP 142-3 on October
1, 2008. The guidance in FSP 142-3 for determining the useful life of a
recognized intangible asset shall be applied prospectively to intangible assets
acquired after adoption, and the disclosure requirements shall be applied
prospectively to all intangible assets recognized as of, and subsequent to,
adoption. We are currently evaluating the impact of FSP 142-3 on its financial
position, results of operations or cash flows, and believe that the established
lives will continue to be appropriate under the FSP.
 
 
 F-17
 
 
 
 
 KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 1.
              Business,
      basis of presentation and significant accounting policies
      (continued):
 
 In May
2008, the FASB issued FSP Accounting Principles Board 14-1 Accounting for Convertible
Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial
Cash Settlement) ("FSP APB 14-1"). FSP APB 14-1 requires the issuer of
certain convertible debt instruments that may be settled in cash (or other
assets) on conversion to separately account for the liability (debt) and equity
(conversion option) components of the instrument in a manner that reflects
the issuer's non-convertible debt borrowing rate. FSP APB 14-1 is effective for
fiscal years beginning after December 15, 2008 on a retroactive basis. We are
currently evaluating the potential impact, if any, of the adoption of FSP APB
14-1 on its financial position, results of operations or cash
flows.
 
 In June
2008, the Emerging Issues Task Force issued EITF Consensus No. 07-05 Determining Whether an
Instrument (or Embedded Feature) Is Indexed to an Entity's Own Stock,
which supersedes the definition in EITF 06-01 for periods beginning after
December 15, 2008 (our fiscal year ending September 30, 2010). The objective of
this Issue is to provide guidance for determining whether an equity-linked
financial instrument (or embedded feature) is indexed to an entity's own stock
and it applies to any freestanding financial instrument or embedded feature that
has all the characteristics of a derivative in of Statement 133, for purposes of
determining whether that instrument or embedded feature qualifies for the first
part of the scope exception in paragraph 11(a) of Statement 133 (the “Paragraph
11(a) Exemption). This Issue also applies to any freestanding financial
instrument that is potentially settled in an entity's own stock, regardless of
whether the instrument has all the characteristics of a derivative in Statement
133, for purposes of determining whether the instrument is within the scope of
Issue 00-19. We currently have 9,275,877 warrants that embody terms and
conditions that require the reset of their strike prices upon our sale of shares
or equity-indexed financial instruments and amounts less than the conversion
prices. These features will no longer be treated as “equity” under the EITF once
it becomes effective. Rather, such instruments will require classification as
liabilities and measurement at fair value. Early adoption is precluded.
Accordingly, this standard will be adopted in our quarterly period ended
December 31, 2009.
  In June
2008, the Emerging Issues Task Force issue EITF Consensus No. 08-04 Transition Guidance for
Conforming Changes to Issue 98-5 “Accounting for Convertible Securities with
Beneficial Conversion Features or Contingently Adjustable Conversion
Ratios, which is effective for years ending after December 15, 2008 (our
fiscal year ending September 30, 2009). Early adoption is not permitted. The
overall objective of the Issue is to conform the requirements of EITF 00-27 and
Financial Accounting Standard No. 150 with EITF 98-5 to provide for consistency
in application of the standard. We computed and recorded a beneficial conversion
feature in connection with our Preferred Stock Financing in 2007. We are
currently evaluating the effects of our adoption of this standard for purposes
of our quarterly report for the period ending December 31, 2008.
 
 Other
recent accounting pronouncements issued by the FASB (including its Emerging
Issues Task Force), the AICPA, and the SEC did not, or are not believed by
management to, have a material impact on our present or future financial
statements.
   F-18
   KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 2.
              Accounts
      receivable:
 
 Accounts
receivable consisted of the following at September 30, 2008 and
2007:
 
 September
      30, 2008
                  
                  Construction
                    Services
                  
                  
                  Manufactured
                    Products
                  
                  
                  TotalCompleted
      contracts and product
                    Deliveries
                  
                  $
                  100,147
                  
                  
                  $
                  850,054
                  
                  
                  $
                  950,201Uncompleted
      contracts
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -$
                  100,157
                  
                  
                  $
                  850,054
                  
                  
                  $
                  950,201
 
 September
      30, 2007
                  
                  Construction
                    Services
                  
                  
                  Manufactured
                    Products
                  
                  
                  TotalCompleted
      contracts and product
                    Deliveries
                  
                  $
                  100,578
                  
                  
                  $
                  920,527
                  
                  
                  $
                  1,021,105Uncompleted
      contracts
                  
                  
                  290,728
                  
                  
                  
                  -
                  
                  
                  
                  290,728$
                  391,306
                  
                  
                  $
                  920,527
                  
                  
                  $
                  1,311,833
 
 Our
accounts receivable are net of reserves for uncollectible accounts of $81,853
and $96,264 at September 30, 2008 and 2007, respectively.
 
 3.
              Inventories:
 
 Inventories
consisted of the following at September 30, 2008 and 2007:
 
 2008
                    
                    
                    2007Raw
      materials
                    
                    $
                    266,449
                    
                    
                    $
                    126,253Work-in-process
                    
                    
                    238,986
                    
                    
                    
                    323,556Finished
      goods
                    
                    
                    70,346
                    
                    
                    
                    130,394$
                    575,781
                    
                    
                    $
                    580,203
 
 4.
              Uncompleted
      contracts:
 
 Costs,
estimated earnings and billings on uncompleted contracts are as
follows:
 
 2008
                    
                    
                    2007Contract
      costs
                    
                    $
                    2,238,326
                    
                    
                    $
                    7,554,740Estimated
      earnings
                    
                    
                    183,051
                    
                    
                    
                    1,578,622Billings
                    
                    
                    (2,372,309
                    )
                    
                    
                    (9,193,859
                    )$
                    49,068
                    
                    
                    $
                    (60,497
                    )
 
    F-19
  
 
 KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 5.
              Uncompleted
      contracts (continued):
 
 2008
                    
                    
                    2007Costs
      and estimated earnings in excess of
                      billings
      on uncompleted contracts
                    
                    $
                    61,104
                    
                    
                    $
                    132,435Billings
      in excess of costs and estimated
                      earnings
      on uncompleted contracts
                    
                    
                    (12,036
                    )
                    
                    
                    (192,932
                    )$
                    49,068
                    
                    
                    $
                    (60,497
                    )
 
 6.
              Property
      and equipment:
 
 Property
and equipment consisted of the following as of September 30, 2008 and
2007:
 
 2008
                    
                    
                    2007Land
                    
                    $
                    532,291
                    
                    
                    $
                    532,291Buildings
                    
                    
                    1,496,873
                    
                    
                    
                    1,496,873Building
      improvements
                    
                    
                    70,892
                    
                    
                    
                    30,724Vehicles
                    
                    
                    273,027
                    
                    
                    
                    334,118Office
      equipment
                    
                    
                    291,376
                    
                    
                    
                    247,307Production
      equipment
                    
                    
                    334,758
                    
                    
                    
                    286,5032,999,217
                    
                    
                    
                    2,927,816Less
      accumulated depreciation
                    
                    
                    (468,254
                    )
                    
                    
                    (283,981
                    )$
                    2,530,963
                    
                    
                    $
                    2,643,835
 
 We
depreciated our property and equipment using the straight-line method. Buildings
and building improvements are depreciated over 30 years and 15 years,
respectively. Vehicles are depreciated over 5 years. Office equipment and
furniture is depreciated over lives ranging from 3 to 7 years. Production
equipment is depreciated over lives ranging from 5 to 10 years.
 
 Depreciation
expense has been allocated to the following activities in our consolidated
financial statements:
   2008
                              
                              
                              2007Cost
      of sales
                              
                              $
                              92,636
                              
                              
                              $
                              95,439Operating
      expenses
                              
                              
                              139,576
                              
                              
                              
                              109,900$
                              232,212
                              
                              
                              $
                              205,339
 
 
 
 F-20
 
 
 
 KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 7.
              Intangible
      assets:
 
 Intangible
assets, which arose during our business acquisition of the King Group of
Companies in July 2006 (effectively our Manufactured Products Segment),
consisted of the following as of September 30, 2008 and 2007:
 
 2008
                    
                    
                    2007Employment
      contracts
                    
                    $
                    206,017
                    
                    
                    $
                    206,017Customer
      lists
                    
                    
                    42,000
                    
                    
                    
                    42,000248,017
                    
                    
                    
                    248,017Accumulated
      amortization
                    
                    
                    (237,518
                    )
                    
                    
                    (223,518
                    )$
                    10,499
                    
                    
                    $
                    24,499
 
 We
amortize our employment contract intangibles over 2 years. We amortize our
customer list intangibles over 3 years.
 
 Amortization
expense amounting to $14,000 and $57,282 during the years ended September 30,
2008 and 2007, respectively, and is reflected as a component of operating
expenses in our consolidated financial statements. Estimated future amortization
of intangible assets for the years ending September 30 is: 2009 —
$10,499.
 
  
 
 
 
 F-21
 
  
 KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 8.
              Accounts
      payable and accrued expenses:
 
 Accounts
payable and accrued expenses consisted of the following at September 30, 2008
and 2007:
 
 2008
                    
                    
                    2007Accounts
      payable
                    
                    $
                    1,550,754
                    
                    
                    $
                    1,031,898Accrued
      expenses
                    
                    
                    565,184
                    
                    
                    
                    407,964Restructuring
      and exit reserves (a)
                    
                    
                    381,890
                    
                    
                    
                    --Accrued
      losses on contracts
                    
                    
                    1,465
                    
                    
                    
                    1,465Accrued
      warranty costs
                    
                    
                    29,433
                    
                    
                    
                    46,828$
                    2,528,726
                    
                    
                    $
                    1,488,155
 
 
 (a)
Restructuring and exit activities:
 
 As
discussed in Note 1, our Board of Directors has substantially restructured our
executive management. This restructured executive management team has been
implementing a strategic plan to alleviate our liquidity shortfalls, improve
gross profit margins, reduce expenses and, ultimately, achieve profitability.
Since August 2007, execution of this plan has included (i) the elimination of a
substantial number of our Florida-based positions and the associated employment
costs, (ii) the curtailment of operating costs and expenses, (iii) the refocus
of construction services work away from less profitable homebuilding activities
to more profitable restoration and renovation activities; and, (iv) the
aggressive development of our manufactured products business.
 
 In
addition to the restructuring of our current operations, management is currently
performing due diligence procedures on certain acquisition candidates and
carefully considering other strategic initiatives to bring the Company into a
state of profitability and continued growth.  The Company cannot
provide any guarantee with respect to its ability to close on the acquisition of
these candidates.
 
 We account for exit and
termination activities in accordance with Financial Accounting Standards Board
issued Statements of Financial Accounting Standards No. 146Accounting
for Costs Associated with Exit of Disposal Activities.Statement No.
146 represents a significant change from the then prior practice by requiring
that a liability for costs associated with an exit or disposal activity be
recognized and initially measured at fair value only when the liability is
incurred.
 
 
 F-22
 
 
 
 
 KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 8.
              Accounts
      payable and accrued expenses
(continued):
 
 The
following table illustrates the activity in our restructuring
reserve:
  Activity
                  
                  Balance
      at
                    October
      1, 2007
                  
                  
                  Restructuring
                    Charges
                  
                  
                  Restructuring
                    Payments/Adjustments/
                    Credits
                  
                  
                  Balance
      at
                    September
      30, 2008Contract
      termination costs
                  
                  $
                  --
                  
                  
                  $
                  452,040
                  
                  
                  $
                  139,540
                  
                  
                  $
                  312,500Termination
      benefits
                  
                  
                  --
                  
                  
                  
                  299,560
                  
                  
                  
                  240,811
                  
                  
                  
                  58,749Other
      associated costs
                  
                  
                  --
                  
                  
                  
                  25,000
                  
                  
                  
                  14,359
                  
                  
                  
                  10,641$
                  --
                  
                  
                  $
                  776,600
                  
                  
                  $
                  394,710
                  
                  
                  $
                  381,890
 
 Contract
Termination Costs:  In March 2008, we exited a significant facility
operating lease that has remaining non-cancellable payments of $748,787
(including executory costs). At that time, we recorded our best estimate of the
fair value of the lease obligation, amounting to $425,040, which was net of
estimated sublease collections, using a probability weighted, discounted forward
cash flow valuation technique. As discussed in Note 13, in July 2008, we entered
into a settlement agreement and mutual release with the
landlord.  Based upon the terms of the settlement agreement, we
revised our estimate of the lease exit reserve which reduced the reserve by
$119,000.
 
 Termination
Benefits: We have terminated the employment of certain officers and employees
since the commencement of our restructuring activities. We record termination
benefits when they are both approved by the appropriate level of management (or
in some instance our Board of Directors) and the benefit is communicated to and
committed to the employee. Our termination benefits do not include any on-going
performance payments (such as stay-bonuses) or benefits (such as health
insurance).
 
 Other
Associated Costs: These costs represent direct, incremental expenses associated
with the exit or restructuring activities, such as legal expenses related to
consultation and the drafting of agreements.
 
 Since
current accounting standards provide for the recognition of restructuring and
exit activities when the related costs have been incurred, we may have
additional charges in future periods as we continue our restructuring
activities.
 
 
 
 F-23
 
  
 KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 9.     Notes payable and convertible
      promissory note:
 
 Notes
payable:
 
 Notes
payable consisted of the following at September 30, 2008 and 2007:
 
 2008
                      
                      
                      2007Variable
      rate mortgage note payable, due January 2017 (a)
                      
                      $
                      1,229,763
                      
                      
                      $
                      1
      ,247,2618.0%
      Note payable, due July 2017 (b)
                      
                      
                      300,089
                      
                      
                      
                      306,5624.9%
      Note payable, due August 2010
                      
                      
                      13,246
                      
                      
                      
                      20,8587.0%
      Related party note due on demand (c)
                      
                      
                      695,000
                      
                      
                      
                      --12.0%
      Related Party note due on demand (c)
                      
                      
                      250,000
                      
                      
                      
                      --Auto
      Loan
                      
                      
                      11,189
                      
                      
                      
                      --Prime
      Plus 4.5%, $1,000,000 bank credit facility (f)
                      
                      
                      180,141Loans
      on equipment
                      
                      
                      67,318
                      
                      
                      
                      --2,746,746
                      
                      
                      
                      1,574,681Current
      maturities of notes payable
                      
                      
                      (215,372
                      )
                      
                      
                      (31,246
                      )Current
      maturities of notes payable-related parties
                      
                      
                      (945,000
                      )
                      
                      
                      --Long-term
      debt
                      
                      $
                      1,586,374
                      
                      
                      $
                      1,543,435
 
 (a)
              In
      March, 2007, we borrowed $1,255,500 under a ten-year, adjustable rate
      mortgage note. The coupon rate is based on the five-year Treasury Rate for
      Zero-Coupon Government Securities, plus 280 basis points (5.78% and 7.73%
      at September 30, 2008 and 2007, respectively). The mortgage note is
      secured by commercial real estate owned in Washington
    State.
 (b)
              In
      August, 2007, we incurred mortgage debt of $308,000 as the partial
      purchase price for real estate in the State of Washington (with a cost of
      $389,257). This note has a ten-year term and an adjustable coupon rate
      based on the five-year Treasury Rate for Zero-Coupon Government
      Securities, plus 310 basis points (6.08% at September 30, 2008). This debt
      is secured by the real estate
acquired.
 (c)
              The
      7.0% stockholder notes arose in connection with our purchase of the King
      Group of Companies on July 1, 2006.(d)
              On
      May 14, 2008, we entered into an agreement with a financial institution to
      provide up to $1,000,000 in secured credit, subject to certain
      limitations. This facility replaced a previous facility with another bank
      that had a limit of $300,000. Under this new facility, we are permitted to
      draw on an advance line of up to 80% of certain eligible accounts
      receivable arising from our manufactured products segment. The interest
      rate is Prime plus 4.5%. The line is secured by the accounts receivable,
      inventory, and the unencumbered fixed assets of that segment. As part of
      the transaction, the lender was granted 150,000 shares of common stock
      having a fair market value of $15,000.
 
 
 F-24
 
 
 KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 9.     Notes payable and convertible
      promissory note:
 
 Maturities
of our notes payable for each year ending September 30 are as
follows:
 
 2009
                    
                    $
                    1,160,3722010
                    
                    
                    85,3872011
                    
                    
                    56,7522012
                    
                    
                    33,3712013
                    
                    
                    36,361Thereafter
                    
                    
                    1,374,503$
                    2,746,746
 
 Convertible
Promissory Note:
 
 On August
16, 2007, we entered into a Securities Purchase Agreement with the Marie Baier
Foundation (the “Foundation”), pursuant to which we issued a convertible
promissory note in the principal amount of $350,000 (the “Foundation Note”). On
September 26, 2007 the Foundation converted the note into our common stock.
While outstanding, the Foundation Note bore interest at 7.36%, had a one year
term and was convertible into our common stock, at the Foundation’s option, at a
conversion price of $0.48 per share (the trading market on the contract
inception date was $0.30).
 
 We
evaluated the Foundation Note on the inception date under Statements on
Financial Accounting Standards No. 133 Accounting for Derivative
Financial Instruments and Hedging Activities for embedded terms and
features that may require separate recognition as derivative liabilities. While
the contract included such features, including the embedded conversion feature,
none required bifurcation. The embedded conversion feature, in fact, met the
Conventional Convertible exemption because the conversion price was fixed and
there were no other conditions that would result in variability in the number of
shares issued to settle the contract. In addition, the conversion feature did
not embody a beneficial conversion feature (a conversion price that is less than
the trading market value of the underlying shares of common stock). A beneficial
conversion feature would generally result in a portion of the proceeds being
allocated to stockholders’ equity.
 
 The
Foundation converted the note, $350,000, and accrued interest, $2,187, for
733,725 shares of common stock on September 26, 2007. Since the conversion was
effected under the explicit terms of the convertible promissory note, without
adjustment or inducement, we treated the conversion as a reclassification of the
carrying value on the date of conversion to stockholders’ equity under the
context provided in Accounting Principles Board Opinion No. 26 Early Extinguishment of
Debt and related interpretations.
   F-25
 
 
 KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 10.
              Related
      party transactions:
 
 Consulting
fees, related parties:
 
 Our
consulting fees, related parties, for the year ended September 30, 2008 and 2007
amounted to $87,625 and $429,189 respectively, and is comprised of the
activities, as follows:
 
 Our
former Chief Executive Officer received $43,500 in fees under a consultancy
contract through the first quarter of our fiscal year ended September 30, 2007.
Subsequent to this consultancy agreement the former Chief Executive Officer
received a salary which was included in salaries and benefits.
 
 Our Chief
Operating and Financial Officer received $33,400 in fees under a consultancy
contract through the second quarter of our fiscal year ended September 30, 2008,
prior to his employment.
 
 Our
former Chief Operating Officer and current Chairman of our Board of Directors
received $31,910 in fees under a consultancy contract through the first quarter
of our fiscal year ended September 30, 2007. Subsequent to this consultancy
agreement the former Chief Operating Officer received a salary which was
included in salaries and benefits.
 
 We paid
$176,000 in consultancy fees to a family member of our former Chief Executive
Officer through June 2007. We do not have any further obligations under that
arrangement.
 
 We paid
$16,011 and $103,796 in professional fees to an accounting firm partially owned
by our former Interim Chief Financial Officer and Director for the fiscal year
ended September 30, 2008 and 2007 respectively.
 
 We paid
$38,214 and $73,983 in consultancy fees to Spyglass Ventures for the fiscal year
ended September 30, 2008 and 2007 respectively. The managing partner of Spyglass
Ventures is also actively involved in other unrelated business
ventures.   The Chairman of our Board of Directors and our Chief
Operating and Financial Officer are directly involved in some of those other
unrelated business ventures.  Our Chairman and our Chief Operating and
Financial Officer do not participate in the determination of the fees that we
pay to Spyglass Ventures.
 
 
 
 F-26
 
 
 
 
 KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 10.
              Related
      party transactions (continued):
 
 Settlements:
 
 During
the year ended September 30, 2008, we settled obligations to certain officers
and directors (having a carrying value in accounts payable and accrued
liabilities of $165,067) for 1,260,000 shares of common stock, having a fair
value of $118,304, and cash and assets, having a fair value of $28,999. We
accounted for each individual settlement separately. Gains (aggregating $57,152)
were recorded in stockholders’ equity due to the related party nature of the
settlement. Losses (aggregating $7,088) were recorded in salaries and
benefits.
 
 Other
transactions and accounts:
 
 During
the year ended September 30, 2008 and September 30, 2007, we compensated members
of our Board of Directors with 337,800 and 75,000 shares of common stock with a
fair value of $50,670 and $22,501, respectively. This amount is included in
other operating expenses.
 
  F-27
 
 
 
 
 
 KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 11.
              Stockholders’
      equity:
 
 Year
ended September 30, 2008:
 
 Common
stock issuances and cancellations:
 
 During
the year ended September 30, 2008, we issued 180,000 shares of our common stock
to a consultant as compensation for services rendered. We valued these common
shares using the trading market prices in effect on the date of the payment.
Total expense related to this award amounted to $14,800 and is included in
consulting expense.
 
 Also
during the year ended September 30, 2008, we issued 150,000 shares of common
stock to a lender for direct financing costs. We capitalized the fair value of
the direct financing costs, amounting to $15,000, and are amortizing the balance
to interest expense over the term of the debt agreement.
 
 Finally,
during the year ended September 30, 2008, we issued an aggregate of 2,671,004
shares of common stock, having an aggregate fair value of $352,510, to certain
current and former employees, officers and board members in connection with
their employment, employment contracts and settlements, as follows.
 
 During
the year ended September 30, 2008, we settled a vendor dispute that resulted in
the vendor’s return of 200,000 shares of common stock that had been previously
recorded based upon their fair value as partial consideration for the services.
The shares were redeemed without consideration and were cancelled.
 
 
 F-28
 
  
 
 KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 11.
              Stockholders’
      equity (continued):
 
 Stock
options:
 
 We record
compensation expense related to stock options as they vest using the grant-date,
fair value method prescribed in Statements on Financial Accounting Standards No.
123R Accounting for Share-Based Payments. The aggregate grant-date fair value of
stock options issued during the year ended September 30, 2008 was estimated to
be $315,829 using the Trinomial Lattice valuation technique. Significant
assumptions underlying this technique include (i) an effective volatility range
of 55.71% to 97.28%, (ii) a risk-free rate range of 2.89% to 3.32% and (iii) an
effective term equal to the contractual term.
 
 The
following table illustrates the status of our stock option awards as of
September 30, 2008:
 
 Options
                    Outstanding
                  
                  
                  Weighted
                    Average
                    Exercise
                    PricesOctober
      1, 2006
                  
                  
                  --
                  
                  
                  
                  --Granted
                  
                  
                  240,200
                  
                  
                  $
                  0.39Exercised
                  
                  
                  --
                  
                  
                  
                  --Expired
      or forfeited
                  
                  
                  --
                  
                  
                  
                  --October
      1, 2007
                  
                  
                  240,200
                  
                  
                  
                  0.39Granted
                  
                  
                  5,050,000
                  
                  
                  
                  0.20Exercised
                  
                  
                  --
                  
                  
                  
                  --Expired
      or forfeited
                  
                  
                  (2,500,000
                  )
                  
                  
                  0.30September
      30, 2008
                  
                  
                  2,790,200
                  
                  
                  $
                  0.13Exercisable
      at September 30, 2008
                  
                  
                  2,450,200
 
 The above
options have an aggregate weighted average remaining term of 4.48 years. There
was no intrinsic value on the date of issuance for stock options
issued.
 
 Amortization
of our stock-option based compensation arrangements during the year ended
September 30, 2008 amounted to $175,955, and is included in the caption salaries
and benefits.
 
 
 F-29
 
 
 
 KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 11.
              Stockholders’
      equity (continued):
 
 Warrants:
 
 We have
warrants outstanding to purchase 10,297,671 shares of our common stock. Our
outstanding warrants range in exercise prices from $0.49 to $0.54 and have a
weighted average remaining life of 2.57 years on September 30,
2008.
 
 The
following table illustrates the status of our stock warrants as of September 30,
2008:
 
 Warrants
                    Outstanding
                  
                  
                  Weighted
                    Average
                    PricesOctober
      1, 2006
                  
                  
                  --
                  
                  
                  
                  --Granted
                  
                  
                  10,297,671
                  
                  
                  $
                  0.52Exercised
                  
                  
                  --
                  
                  
                  
                  --Expired
                  
                  
                  --
                  
                  
                  
                  --October
      1, 2007
                  
                  
                  10,297,671
                  
                  
                  
                  0.52Granted
                  
                  
                  --
                  
                  
                  
                  --Exercised
                  
                  
                  --
                  
                  
                  
                  --Expired
                  
                  
                  --
                  
                  
                  
                  --September
      30, 2008
                  
                  
                  10,297,671
                  
                  
                  $
                  0.52Exercisable
      at September 30, 2008
                  
                  
                  10,297,671
 
 Preferred
stock:
 
 Our
Series A Preferred Stock has a conversion option that is indexed to 3,091,966 of
our common shares. In addition, the terms provide for cumulative dividends at
8.0% (10.0% default rate). We record dividends when they are declared by our
Board of Directors. As of September 30, 2008 $205,479 of cumulative preferred
stock dividends are in arrears.
 
 
 
 
 F-30
 
  
 KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 11.
              Stockholders’
      equity (continued):
 
 Year
ended September 30, 2007:
 
 Recapitalization:
 
 On June
29, 2007, our Board of Directors and a majority of our stockholders approved
19.5 shares for one share forward stock split of our issued and outstanding
stock. All share and per share information has been restated to give effect to
the stock split. In addition, the number of common shares that we are authorized
to issue was decreased from 700,000,000 to 200,000,000.
 
 On May
18, 2007, we merged with Kesselring Corporation, a Florida Corporation
(“Kesselring Florida”) pursuant to a Share Exchange Agreement (the “Exchange
Agreement”). The Exchange Agreement provided for, among other things, the
exchange of Kesselring Florida’s 26,773,800 outstanding common shares for
26,796,186 (or 80.28%) of our common shares. Considering that Kesselring
Florida’s shareholders controlled the majority of the post-merger outstanding
voting common stock, its management had actual post-merger operational control
(e.g. All principal executive and operational positions) and governance control
(e.g. Board of Directors); and Offline effectively succeeded its otherwise
minimal operations to the operations of Kesselring Florida, Kesselring Florida
was considered the accounting acquirer in this reverse-merger transaction. A
reverse-merger transaction is considered, and accounted for as, a capital
transaction in substance. It is equivalent to the issuance of Kesselring
Florida’s common stock for the net monetary assets of Offline, accompanied by a
recapitalization in stockholders’ equity.
 
 
 Share-based
payments - consultants:
 
 During
the year ended September 30, 2007, we compensated consultants with 277,558
shares of common stock for professional, organizational and operations related
services. We recorded share-based consulting expense of $152,143 as services
were rendered, based upon the fair value of the shares issued.
 
 
 
 F-31
 
 
 
 
 
 
 KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 11.
              Stockholders’
      equity (continued):
 
 Sale
of preferred stock and warrants:
 
 On May
18, 2007, we entered into a financing arrangement with one investor pursuant to
which we sold Series A Preferred Stock and three tranches of warrants to
purchase our common stock in consideration of an aggregate purchase price of
$1,500,000 (the “Preferred 2007 Financing”). Net proceeds from this financing
arrangement amounted to $1,190,000. In connection with the Preferred 2007
Financing, the Company issued the following securities to the
investor:
 
 ·
              1,000,000
      shares of Series A Preferred Stock (the “Series A
    Preferred”);
 ·
              Series
      A Common Stock Purchase Warrants to purchase 3,091,959 shares of common
      stock at $0.49 per share for a period of five years (“Series A
      Warrants”);
 ·
              Series
      B Common Stock Purchase Warrants to purchase 3,091,959 shares of common
      stock at $0.54 per share for a period of five years (“Series B Warrants”);
      and,
 ·
              Series
      J Common Stock Purchase Warrants to purchase 3,091,959 shares of common
      stock at $0.54 per share for a period of one year from the effective date
      of the registration statement (“Series J
  Warrants”)
 
 The
shares of Series A Preferred Stock have a stated value of $1.50 per share and
are convertible, at any time at the option of the holder, into an aggregate of
3,091,966 shares of the Company’s common stock. Holders of the Series A
Preferred Stock have if-converted voting rights and are entitled to receive,
when and if declared by the Company's Board of Directors, annual dividends of
$0.12 per shareof
Series A Preferred Stock (representing 8.0% of the stated value) paid
semi-annually on June 30 and December 31, commencing on December 31, 2007. Such
dividends may be paid, at the option of the Company, either (i) in cash, or (ii)
in restricted shares of common stock The underlying Certificate of Designation
provides for redemption in common stock or cash under certain circumstances.
There are no circumstances that are not within the Company’s control that could
result in net-cash settlement of the Series A Preferred Stock. In the event of
any liquidation or winding up of the Company, the holders of Series A Preferred
Stock will be entitled to a liquidation value equal to 115% of the original
purchase price of $1.725 per share ($1,725,000 in the aggregate).
 
 
 
 F-32
 
 
 
 
 KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 11.
              Stockholders’
      equity (continued):
 
 The
Series A Preferred Stock was evaluated under Statements of Financial Accounting
Standards No. 150 Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity
(“FAS150”) and Statements on Financial
Accounting Standards No. 133 Accounting for Derivative Financial Instruments and
Hedging Activities (“FAS133”). Since the Series A Preferred Stock is not
mandatorily redeemable and there are no conditions that would rise to an
unconditional cash-settlement obligation, we concluded that they were not within
the scope of FAS150. In evaluating the Series A Preferred Stock under the
context of FAS133, we first concluded that, for purposes of evaluating the
classification of the embedded conversion option and certain other features, its
terms and conditions and features were more akin to equity; specifically, a
perpetual preferred equity security. In performing this evaluation we considered
many of the terms and conditions in the Certificate of Designation, including
the voting rights and dividend rights afforded the Series A Preferred Stock
holders. As such, we concluded that the embedded features that principally
embodied risks of equity (e.g. the conversion option) were clearly and closely
related to the host contract and that bifurcation and liability classification
was not required. Finally, we considered classification of the Series A
Preferred Stock under the guidance of EITF D-98 Classification and Measurement
of Redeemable Securities. This standard provides that provisions for net-cash
settlement under circumstances that are not within the control of management
would be precluded from classification in stockholders’ equity. As previously
mentioned, there are no such terms that could result in net-cash settlement for
matters that are not within our control. Accordingly, we have classified the
Series A Preferred Stock in our stockholders’ equity.
 
 In
addition to the evaluation that we performed on the Series A Preferred Stock, we
also evaluated the warrants issued therewith (both financing and placement agent
warrants) against the criteria for classification in stockholders’ equity
specified in EITF 00-19, Accounting for Derivative
Financial Instruments that are Indexed to, and Potentially Settled in, a
Company’s Own Stock (EITF 00-19), as amended by FSP EITF 00-19-2 Accounting for Registration
Payment Arrangements. EITF 00-19 provides for eight conditions that
freestanding derivative financial instruments must achieve in order to be
classified in stockholders’ equity; this test is required to be performed at the
inception of the freestanding derivative and at each reporting period until
settlement thereof. The conditions generally provide for an evaluation of
whether a company has sufficient authorized shares to settle all of its
financial instruments, whether it is able to settle in unregistered shares
(since registration activities are presumed not to be within a company’s
control) and whether terms of the derivative afford the holder either rights
similar to those of a creditor or are materially greater than the rights of a
holder of the underlying common shares. Based upon our analysis of these
conditions, we concluded that classification in stockholder’s equity of the
warrants was appropriate. Significant considerations in drawing this conclusion
were (i) certain registration rights afforded the warrant holder, discussed in
the next paragraph, provided for economic alternatives in the event that we were
unable to settle with registered shares, (ii) we have sufficient authorized and
unissued shares
    F-33
 
 KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 11.
              Stockholders’
      equity (continued):
 
 to settle
the warrants and all of our other share-indexed financial contracts and (iii)
certain cash-less exercise provisions only in the A and B warrants are
structured to limit the number of shares issuable upon exercise of that
provision to a number of shares below the number of shares indexed to the
warrants.
 
 As noted
above, we entered into a Registration Rights Agreement with the investors in the
Preferred 2007 Financing. Our agreement provides for the filing of a
registration statement and achievement of the effectiveness on a best efforts
basis, using reasonably commercial means that are within our capabilities and
control. We have agreed with the investors that, in the event that we are unable
to file a registration statement or achieve effectiveness, we would increase the
annual dividend rate on the Series A Preferred Stock from 8% to 10%, but no
higher.
 
 Notwithstanding
our conclusions to classify the Series A Preferred Stock and warrants in
stockholders’ equity, we were required to further evaluate the Series A
Preferred Stock under EITF 98-5, Accounting for Convertible
Securities with Beneficial Conversion Features or Contingently Adjustable
Conversion Ratios (EITF 98-5), as amended and interpreted by EITF 00-27,
Application of Issue
98-5 to Certain Convertible Securities. Although the conversion price of
the Series A Convertible Preferred Stock was below our estimated fair market
value per share, EITF 98-5 requires us to calculate an effective conversion
rate, which gives effect to the allocation of proceeds from the transaction to
the three tranches of warrants (on a relative fair value basis consistent with
Accounting Principles Board Opinion No. 14, Accounting for Debt with
Detachable Warrants). Accordingly, to allocate the relative fair values
between the Series A Preferred Stock and the warrants, we estimated the fair
value of each class of warrants on the date of issuance using the
Black-Scholes-Merton valuation model (no dividend yield; volatility of 76.37%,
risk-free interest rate of 4.84%; and an expected life of 5 years and 1.5 years
for the Series A and B Warrants and the Series J Warrants, respectively). We
concluded that the fair value of the Series A Preferred Stock was equal to the
stated value, since it was relatively consistent with its common stock
equivalent value. As a result, we allocated $605,730 to the warrants, which was
immediately recorded in paid-in capital. The amount allocated to the Series A
Preferred Stock amounted to $584,270, which resulted in an effective conversion
price of $0.19; this amount is beneficial to our estimated common stock fair
value of $0.355 on the date of the transaction. The gross beneficial conversion
feature of $513,374 was recorded in paid-in capital. The remaining balance
ascribed to the Series A Preferred Stock amounted to $70,896.
 
 
 F-34
 
 
 
 KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 11.
              Stockholders’
      equity (continued):
 
 Following
the allocation of the beneficial conversion feature above, we considered the
probability that the Series A Preferred Stock holders would convert to common
stock. Although the Series A Preferred does not have a stated maturity or
redemption provision, based upon our communications with the investors, we
believe that conversion to our common stock is more likely than not. As a
result, we are required to recognize as a deemed dividend, the amount by which
the stated value of the preferred stock exceeds the carrying value. The deemed
distribution of $1,429,104 is recorded as accretion to the Series A Preferred
Stock in our stockholders’ equity and a charge to paid-in capital, since we have
an accumulated deficit on the date of the transaction.
 
 The
aforementioned calculations and accounting required estimation of the fair value
of our common stock. We are responsible for the valuation of our common stock
and believe that trading market prices are the best indicator for stock price
valuation. For purposes of the fair value, we have utilized the trading market
of our common stock since our stock became publicly traded on June 1, 2007.
However, during the first sixty days of our trading, we noted that our stock
price fluctuated significantly in terms of both share prices and daily trading
levels. We believe that these fluctuations are indicative of the responses by
market participants as we provided information about our business to the market
place. Accordingly, for purposes of our stock price value in the aforementioned
calculations, we utilized a weighted average share price, based upon a
combination of closing market prices and trading levels, for a reasonable period
following listing and trading of our common stock. This calculation resulted in
a value of $0.355 per common share, which was only slightly different than our
pre-trading, private-company valuation of $0.350 (which applied income approach
to valuation) used in prior periods to value common stock underlying share-based
payment arrangements that we had entered into. We believe that this approach to
valuing our common stock is in accordance with the objectives of fair value
measurement.
 
 Option
issuances - Employees:
 
 In
January, 2007, we granted options to purchase 200,167 shares of our common stock
to a senior officer as part of an employment agreement. These options vested
immediately and are exercisable for five years at $0.37 per share. The fair
value of the option award was estimated on the date of grant as $46,000 using
the Black-Scholes-Merton valuation model that used the following assumptions:
dividend yield - none, volatility of 79%, risk-free interest rate of 4.9%,
assumed forfeiture rate as they occur, and an expected life of 5 years.
Accordingly, we recognized $46,000 of compensation expense on the date of
grant.
 
 
 F-35
 
 
 KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 11.
              Stockholders’
      equity (continued):
 
 In May,
2007, we granted options to purchase 40,033 shares of our common stock to an
employee as part of an employment agreement. These options vested immediately
and are exercisable for five years at $.50 per share. The fair value of the
option award was estimated on the date of grant as $8,334 using the
Black-Scholes-Merton valuation model that used the following assumptions:
dividend yield - none, volatility of 76.37%, risk-free interest rate of 4.84%,
assumed forfeiture rate as they occur, and an expected life of 5 years.
Accordingly, we recognized $8,334 of compensation expense on the date of
grant.
 
 
 12.
              Income
      taxes:
 
 Our
provision (benefit) for income taxes consisted of the following components at
September 30, 2008 and 2007:
 
 2008
                    
                    
                    2007Current:Federal
                    
                    $
                    -
                    
                    
                    $
                    -State
                    
                    
                    -
                    
                    
                    
                    -Deferred
      income taxes, net of allowances
                    
                    
                    -
                    
                    
                    
                    (254,829
                    )$
                    -
                    
                    
                    $
                    (254,829
                    )
 
 Deferred
tax assets and (liabilities) reflect the net tax effect of temporary differences
between the carrying amount of asset and liabilities for financial reporting
purposes and amounts used for income tax purposes. Significant components of our
deferred tax assets are as follows as of September 30, 2008 and
2007:
 2008
                    
                    
                    2007Property
      and fixed assets
                    
                    $
                    (517,480
                    )
                    
                    $
                    (544,514
                    )Intangible
      assets
                    
                    
                    (10,499
                    )
                    
                    
                    (16,298
                    )Net
      operating loss carry forwards
                    
                    
                    2,696,940
                    
                    
                    
                    1,525,245Reserves
      and accruals
                    
                    
                    46,828
                    
                    
                    
                    58,031Net
      deferred tax assets (liabilities)
                    
                    
                    2,215,789
                    
                    
                    
                    1,022,464Valuation
      allowances
                    
                    
                    (2,215,789
                    )
                    
                    
                    (1,022,464
                    )Net
      deferred taxes, after valuation allowances
                    
                    $
                    -
                    
                    
                    $
                    -
 
 Our
valuation allowance increased $1,193,325 and $1,022,464 during the years ended
September 30, 2008 and 2007, respectively.
 
 
 F-36
 
 
 
 
 KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 12.
              Income
      taxes (continued):
 
 As of
September 30, 2008, we have Federal net operating loss carry-forwards of
approximately $6,960,477. Net operating loss carry-forwards expire starting in
2016 through 2028. The ultimate availability of these losses to offset future
taxable income may be subject to limitations under Internal Revenue Code Section
382.
 
 In July
2006, the FASB issued Interpretation No. 48, Accountingfor
Uncertainty in Income Taxes(“FIN 48”). FIN No. 48
clarifies the accounting for Income Taxes by prescribing the minimum recognition
threshold a tax position is required to meet before being recognized in the
financial statements. It also provides guidance on derecognition, measurement,
classification, interest and penalties, accounting in interim periods,
disclosure and transition and clearly scopes income taxes out of SFAS No. 5,
Accounting
for Contingencies. FIN 48 was effective for
fiscal years beginning after December 15, 2006. We previously purchased certain
business where we carried over the tax bases of assets and liabilities. We have
filed income tax returns with taxing jurisdictions since those acquisitions on
the basis that they were non-taxable transactions. If, in an examination, the
Internal Revenue Service imposed treatment as a taxable transaction, we would be
required to allocate the purchase price differently and such reallocation may
have the effect of changing deductions that we have taken for depreciation and
amortization. We continue to believe that our accounting treatment was
appropriate and, accordingly, have not provided any reserves for the outcome of
this uncertain tax position.
 
 The
reconciliation of the effective income tax rate to the Federal statutory rate is
as follows for the periods below:
 2008
                      
                      
                      2007Federal
      income at the statutory rate
                      
                      
                      (34.00
                      %)
                      
                      
                      (34.00
                      %)Composite
      state rate, net of Federal benefit (a)
                      
                      
                      (3.63
                      %)
                      
                      
                      (3.63
                      %)Non-taxable
      income items
                      
                      
                      -
                      
                      
                      
                      -Non-deductible
      expense items
                      
                      
                      0.42
                      %
                      
                      
                      1.41
                      %Change
      in the valuation allowance
                      
                      
                      37.21
                      %
                      
                      
                      8.64
                      %Effective
      income tax rate
                      
                      
                      -
                      
                      
                      
                      (7.58
                      %)
 
 (a) We
operate in one jurisdiction (the State of Washington) that does not have a
corporate income tax. The composite state tax rate gives effect to this
jurisdiction.
 
 
   F-37
   KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 13.
              Commitments
      and contingencies:
 
 Warranties:
 
 We
provide a basic limited one-year warranty on workmanship and materials for all
construction and restoration services performed and products manufactured. 
We estimate the costs that may be incurred under its basic limited warranty and
record a liability in the amount of such costs at the time the associated
revenue is recognized.  Factors that affect our warranty liability include
the number of homes constructed, the amount of restoration services performed,
the number of products manufactured, historical and anticipated rates of
warranty claims and average cost per claim.  Estimated warranty costs are
0.50% of the total sales price of homes constructed and restoration services
performed and 0.25% of the total sales price of products manufactured. The
Company periodically assesses the adequacy of its recorded warranty liabilities
and adjusts the amounts as necessary.
 
 The
following tabular presentation reflects activity in warranty reserves during the
periods presented:
 
 Year
      ended September 30, 2008
                        
                        
                        Year
      ended September 30, 2007Balance
      at beginning of period
                        
                        $
                        46,828
                        
                        
                        $
                        33,325Warranty
      charges
                        
                        
                        499
                        
                        
                        
                        25,723Warranty
      payments
                        
                        
                        (17,894
                        )
                        
                        
                        (12,220
                        )Balance
      at end of period
                        
                        $
                        29,433
                        
                        
                        $
                        46,828
 
 Lease
obligations and rent:
 
 Rent and
related expense for the years ended September 30, 2008 and 2007 amounted to
$156,173 and $229,197 respectively.
 
 
 
 F-38
  
 KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 13.
              Commitments
      and contingencies (continued):
 
 On August
15, 2007, our Contract Services Segment entered into a three-year operating
lease for 2,030 square feet of office space in Sarasota, Florida, our corporate
headquarters. Non-cancelable annual lease payments for each year ending
September 30 are as follows: 2009--$29,825; and, 2010--$25,575.
 
 In March
2008, we exited a significant facility operating lease, our former corporate
headquarters, that has remaining non-cancellable payments of $748,787 (including
executor costs). On July 10th, we entered into a settlement agreement and mutual
release with the landlord with an effective date of July 2nd with the following
terms:
 1) For a
payment of $75,000 in five equal installments of $15,000 each on July 2nd,
August 2nd, September 2nd, October 2nd and November 2nd, 2008, the landlord has
agreed to an abatement of legal action against the company for a period of two
years.
 2) At the
end of the two year period, and if the initial payment is made, the landlord
shall be entitled to a final judgment of the lessor of the following
amounts:
 a. The
sum of $312,500, or
 b. The
sum of $709,045 minus the initial payment of $75,000 and any rent received as
part of a sub lease arrangement during the balance of the initial lease
term.
 
 The
company made the $75,000 initial payment and has recorded the $312,500 as part
of the Restructuring Reserve for the year ended September 30, 2008 (Note
8).
 
 14.
              Segment
      information:
 
 Our
business segments consist of (i) Construction Services and (ii) Manufactured
Products. Construction Services consists of commercial and multifamily
construction and restoration services including the exterior removal and
replacement of steel reinforced concrete, stucco, carpentry work, waterproofing
and painting of commercial buildings such as hotels and apartment buildings. We
currently provide these services to commercial property owners principally in
the West Central Florida Area. Our Manufactured Products business consists of
the custom manufacturing and sale of cabinetry, wood moldings, door and
hardware, casework, display fixtures and other types of specialty woodwork. We
provide these products principally to construction and homebuilding contractors
in the Northwestern United States.
 
 F-39
 
 
 
 
 
 
 KESSELRING HOLDING CORPORATION AND
SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 14.
              Segment
      information (continued):
 
 Selected
financial information about our segments is provided in the table
below:
 
 2008
                  
                  Construction
                    Services
                  
                  
                  Manufactured
                    Products
                  
                  
                  Corporate
                  
                  
                  TotalRevenues
                  
                  $
                  2,794,523
                  
                  
                  $
                  7,346,555
                  
                  
                  $
                  --
                  
                  
                  $
                  10,141,078Net
      Income/(Loss)
                  
                  
                  (552,993
                  )
                  
                  
                  (251,108
                  )
                  
                  
                  (2,847,301
                  )
                  
                  
                  (3,149,186
                  )Depreciation
      and amortization
                  
                  
                  59,540
                  
                  
                  
                  144,299
                  
                  
                  
                  42,373
                  
                  
                  
                  246,212Identifiable
      assets
                  
                  
                  389,270
                  
                  
                  
                  3,899,392
                  
                  
                  
                  139,319
                  
                  
                  
                  4,427,981
 
 2007
                  
                  Construction
                    Services
                  
                  
                  Manufactured
                    Products
                  
                  
                  Corporate
                  
                  
                  TotalRevenues
                  
                  $
                  5,112,004
                  
                  
                  $
                  7,063,190
                  
                  
                  $
                  --
                  
                  
                  $
                  12,175,194Net
      Income/(Loss)
                  
                  
                  (735,146
                  )
                  
                  
                  (552,611
                  )
                  
                  
                  (1,818,864
                  )
                  
                  
                  (3,106,621
                  )Depreciation
      and amortization
                  
                  
                  104,408
                  
                  
                  
                  118,640
                  
                  
                  
                  2,720
                  
                  
                  
                  225,768Identifiable
      assets
                  
                  
                  819,321
                  
                  
                  
                  4,014,093
                  
                  
                  
                  215,898
                  
                  
                  
                  5,049,312






F-40




PART
II


ITEM
8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE





NONE




PART
II


ITEM
8A.




Evaluation
of Disclosure Controls and Procedures




The
Company is required to maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in its reports
under the Securities Exchange Act of 1934, as amended (Exchange Act), is
recorded, processed, summarized and reported within the time periods specified
in the Commission’s rules and forms, and that such information is accumulated
and communicated to management, including the Company’s Chief Executive Officer
(CEO) and Chief Operating and Financial Officer (CO/FO) as appropriate, to allow
timely decisions regarding required disclosure.




In
connection with the preparation of this Form 10-KSB for the year ended
September 30, 2008, management, under the supervision of the CEO and CO/FO,
conducted an evaluation of disclosure controls and procedures. A control system,
no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control systems are met. Based on
that evaluation, the CEO and CO/FO concluded that the Company’s disclosure
controls and procedures were effective at a reasonable assurance level as of
September 30, 2008.




Management’s
Report on Internal Control over Financial Reporting




Management
is responsible for establishing and maintaining adequate internal control
structure and procedures over financial reporting (as defined in
Rules 13a-15(e) and 15d-15(e)) under the Exchange Act. Management conducted
an assessment of the effectiveness of the Company’s internal control over
financial reporting as of September 30, 2008 based on the framework set forth in
Internal Control — Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Internal control
over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives because of its inherent limitations. Internal
control over financial reporting is a process that involves human diligence and
compliance and is subject to lapses in judgment and breakdowns resulting from
human failures. Because of such limitations, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.




A
material weakness in internal control over financial reporting is defined by the
Public Company Accounting Oversight Board’s Audit Standard No.5 as a deficiency,
or a combination of deficiencies, in internal control over financial reporting,
such that there is a reasonable possibilitythat a material
misstatement of the company's annual or interim financial statements will not be
prevented or detected on a timely basis.  A significant deficiency is
a deficiency, or a combination of deficiencies, in internal control over
financial reporting that is less severe than a material weakness, yet important
enough to merit attention by those responsible for oversight of the company's
financial reporting.




Management’s
evaluation included assessing the effectiveness of internal controls over
financial reporting at Kesselring Holding Corporation, Kesselring Construction
Corporation, Kesselring Restoration Corporation, King Brothers Woodworking
Incorporated, and King Door and Hardware Incorporated.  Management
excluded Kesselring Aluminum Corporation from its assessment, as the entity was
reviewed and determined to be immaterial to the overall risk to financial
reporting, as its assets and revenues were 0% and .04% of the Company’s
consolidated assets and revenues, respectively, as of September 30,
2008.




Management
identified the following significant weaknesses as of September 30, 2008 to the
Company’s internal control over financial reporting:




Segregation
of Duties/ User Access General Controls:




·
            Due
      to the small size of the accounting staff, one key accounting employee has
      the responsibility to initiate, process, calculate, record, and reconcile
      journal entries to the general ledger.  Management, in
      conjunction with creating accounting policies and procedures, will review
      all accounting processes and ensure adequate segregation of duties exists
      for such activities.  Management does, however, have process
      level and other compensating controls in place which would result in the
      detection of a significant error or a fraud in a timely
      manner.







·
            Due
      to the small size of the accounting staff, management has not segregated
      critical functions in the accounts payable
      process.  Specifically, one key accounting employee controls the
      recording, general ledger input, blank check stock, and has sole signature
      authority on the bank accounts.  Duties should be segregated so
      that at least two persons are involved in the process, and management
      should consider instituting dual signatures on all checks which are over a
      certain dollar amount. Management does, however, have process level and
      other compensating controls in place which would result in the detection
      of a significant error or a fraud in a timely
  manner.







·
            Management
      has not created sufficient controls related to the establishing,
      maintaining, and assigning user access security levels in the online ADP
      payroll system and the online banking platforms used to initiate, process,
      and record payroll and banking transactions.  Management does,
      however, have process level and other compensating controls in place which
      would result in the detection of a significant error or a fraud in a
      timely manner.







26












Information
Technology:




·
            Management
      has created adequate access and security controls over critical accounting
      files and other data stored on its main server.  However, since
      August, 2008, when the server housing the critical accounting systems was
      moved from an outsourced, level 5 data center to the corporate office due
      to a cost saving initiative, there has been no procedure established to
      back up this data at an off-site location on a set regular basis. Off site
      back up is critical to maintaining and producing records for the
      re-creation of its financial statements in the event of an IT disaster
      impacting the company’s ability to reproduce such
  data.







Entity
Level Controls:




·
            Senior
      Management has not fully implemented a formalized, written anti-fraud
      program against which performance can be readily measured and
      evaluated.  A formal anti fraud program should include the
      development of overall objectives and expectations of management, and
      provide for a companywide fraud risk assessment.  It should also
      provide for a formal channel for all company employees to communicate to
      appropriate levels of the Company’s governance structure. Management does,
      however, have process level and other compensating controls in place which
      would assist in the detection of a fraud, but Management will adopt a
      formal, written anti-fraud program which will include procedures to help
      prevent potentially erroneous or fraudulent activity and provide formal
      channels of communication to all
employees.







Management
has concluded that the deficiencies, above, do not individually or in the
aggregate, constitute a material weakness in internal controls over financial
reporting. Accordingly, the CEO and CO/FO concluded that the Company maintained
effective internal control over financial reporting at a reasonable assurance
level as of September 30, 2008.




The
assertions in Management’s Report does not include an attestation report of the
Company’s registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to the rules of the
Securities and Exchange Commission that permit the company to provide only
management’s report in this annual report.




The
remediation of the significant weaknesses described above is among our highest
priorities. Our Audit Committee will continually assess the progress and
sufficiency of these initiatives and make adjustments as and when necessary. As
of the date of this report, our management believes that our efforts, when
completed, will remediate the significant weaknesses in internal control over
financial reporting as described above. However, our management and the Audit
Committee do not expect that our disclosure controls and procedures or internal
control over financial reporting will prevent all errors or all instances of
fraud. A control system, no matter how well designed and operated, can provide
only reasonable, not absolute, assurance that the control system’s objectives
will be met. Further, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control gaps and instances of fraud have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple errors or mistakes.
Controls can also be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management override of the controls. The
design of any system of controls is based in part upon certain assumptions about
the likelihood of future events, and any design may not succeed in achieving its
stated goals under all potential future conditions.


Except as
disclosed above, there were no changes in our internal control over financial
reporting that occurred during our last fiscal quarter that have materially
affected, or are reasonably likely to materially affect, the Company’s internal
control over financial reporting.
  
 27








PART
II




ITEM
8B. OTHER INFORMATION





NONE.














28




PART
III
 ITEM
9. DIRECTORS AND EXECUTIVE OFFICERS OF THE ISSUER
 
 Executive
Officers and Directors
  Below are
the names and certain information regarding our executive officers and directors
following the acquisition of Kesselring:
  Name
                Age
                PositionKenneth
      Craig
                54
                Chief
      Executive Officer and DirectorCharles
      B. Rockwood
                45
                Chief
      Operating and Financial OfficerClifford
      H. Wildes
                58
                Chairman
      of the BoardGary
      King
                68
                Director
      and President of King BrothersVirgil
      Lee "Brother" Sandifer, Jr
                53
                DirectorBen
      Bond
                67
                Director
  Background
of Executive Officers and Directors
  Set forth
below is a biographical description of each of our senior executive officers and
directors.
  Kenneth
Craig, Chief Executive Officer and Director
  Mr. Craig
has over 25 years of executive management experience in private and public
companies. He was a co-founder, past CEO, CFO and Board Member of nFinanse, Inc.
from April 2002 to August 2005, a publicly-traded company that is a provider of
stored value and prepaid card solutions in the United States. From 1998 to 2001,
Mr. Craig consulted or was employed by various companies holding positions of
CEO, President or Vice President; his responsibilities included interfacing with
investors, attorneys, auditors and the SEC.
  Charles
B. Rockwood, Chief Operating and Financial Officer
  Mr.
Rockwood has more than 20 years of experience in finance and accounting and
operations management in a variety of industries including manufacturing,
software development, financial services and publishing.  Mr. Rockwood
has significant experience in turnaround and high-growth environments. Most
recently, in 2006 and 2007, Mr. Rockwood was Chief Operating Officer of LHI, a
privately held company in the consumer products manufacturing industry. From
2001 through 2005, Mr. Rockwood served as Chief Financial Officer of Ocwen
Technology Xchange, a software development firm in the financial services
industry, and Stainsafe Companies, a furniture products manufacturing company.
Mr. Rockwood began his career at Arthur Andersen & Co. and is an inactive
CPA.
  29
 
  Clifford
H. Wildes, Chairman of the Board
  Mr. Wildes has over 25 years of executive management experience
in private and public companies. Over the past two decades, he has also acted as
a CEO, COO, President and Chairman of numerous public and private entities. Mr.
Wildes has had significant experience in the microelectronics, computer hardware
and software industries, as well as investment and financial consulting for both
technology and non-technology sectors. He was the founder and from inception to
January 2007 and served as the Chairman of nFinanse, Inc., a publicly-traded
company that is a provider of stored value and prepaid card solutions in the
United States, symbol NFSE.OB. He was also the founder and from 1985 to
1995 served as the CEO and Chairman of Microtech International Inc., a
privately held company that he sold to a Japanese public company in 1995, as
well as the founder from inception to 1977 served as the CEO and Chairman
of Nova Interactive Inc., which he sold to a public company in 1997. As an
officer of these companies, Mr. Wildes' responsibilities included not only
day-to-day operations, but also interfacing with the SEC, outside auditors and
counsel.
  Mr.
Wildes has been a finalist for Inc. Magazines Entrepreneur of the Year award. He
was featured on a FOX TV special and has been a guest speaker on radio talk
programs discussing the latest technology and financial service solutions. He is
listed in several Who’s Who publications with numerous newspaper and magazine
articles featuring stories about him and or his various start-up companies’
success. Born in Boston, Massachusetts, Mr. Wildes earned a Bachelor of Science
degree from Boston State College which is now the University of Massachusetts
Boston.
  Gary
King, President, King Brothers Woodworking and Director
  Mr. King
assumed financial and internal operational control of King Brothers Woodworking,
Inc. in 1976 co-managing with his brother since that time. In 1997, Mr. King
assumed a similar role in King Door and Hardware, Inc., a company he and his
brother founded. Prior to that Mr. King worked in various staff and management
positions with Battelle Memorial Institute, Pacific Northwest Laboratories in
Richland, Washington. Mr. King holds both a BS degree in Physics and an MBA
degree from the University of Washington in Seattle, WA. He currently serves as
treasurer on the governing board of Northwest University in Kirkland, WA which
he joined in 1985.
  Virgil
Lee "Brother" Sandifer, Jr., Director
  Mr.
Sandifer is a Certified Public Accountant and managing partner of the accounting
firm of Sayle, Sandifer & Associates, LLP, where he has practiced since
1980. Mr. Sandifer attended the University of Mississippi where he received a
Bachelor of Arts in Accounting in 1977 and a Master of Business Administration
in 1979.
  Ben
Bond, Director
  Mr. Bond
is a Certified Public Accountant and for the past 12 years has operated a CPA
firm that specializes in taxation, accounting and management consulting.
Previously, Mr. Bond held management positions in accounting and auditing with
several public companies, including Blount, Inc. and Grand Met, PLC. He began
his career with Deloitte and Touche (then Haskins & Sells) in Tampa. A
graduate of the University of Florida, he holds active CPA licenses in Florida
and North Carolina.
  30
  Code
of Ethics
  We have
adopted a Code of Ethics and Business Conduct for Officers, Directors and
Employees that applies to all of the officers, directors and employees of our
company.
  Compliance
with Section 16 of the Exchange Act
  Section
16(a) of the Securities Exchange Act of 1934 requires the Company’s Directors
and executive officers, and persons who own more than 10 percent of the
Company’s common stock, to file with the SEC the initial reports of ownership
and reports of changes in ownership of common stock. Officers, Directors and
greater than 10 percent stockholders are required by SEC regulation to furnish
the Company with copies of all Section 16(a) forms they file.
  Specific
due dates for such reports have been established by the SEC and the Company is
required to disclose in this annual report any failure to file reports by such
dates during fiscal 2008. Based solely on its review of the copies of such
reports received by it, or written representations from certain reporting
persons that no Forms 5 were required for such persons, the Company believes
that during the fiscal year ended September 30, 2008, there was no failure to
comply with Section 16(a) filing requirements applicable to its officers,
Directors and ten percent stockholders.
  Board
meetings and committees; annual meeting attendance
  In 2008,
the Board of Directors met 14 times and made two additional written resolutions.
The directors attended all of the combined total meetings of the Board and the
committees on which they served in 2008.
  The Board
has established an Audit Committee, a Compensation Committee, a nominating
committee and a corporate governance committee.  Messrs Bond and Sandifer
serve as members of the audit committee.  The Board has not appointed any
member of the Audit Committee as an "audit committee financial expert". 
Messrs Wildes, Bond and Sandifer serve as members of the Compensation Committee.
Nominations for election to the Board of Directors may be made by the Board of
Directors or by any shareholder entitled to vote for the election of directors
in accordance with our bylaws and Delaware law.  Meetings may be held from
time to time to consider matters for which approval of our Board of Directors is
desirable or is required by law.
 
 The
Compensation Committee met five times and decided one matter by written
resolution during the year ended September 30, 2008. The function of the
Committee is to approve stock plans and option grants and review and make
recommendations to the Board of Directors regarding executive compensation and
benefits.
 
 The Audit
Committee met four times to review and make recommendations to the Board of
Directors regarding the approval of the 10-Q and 10-K.
 
  31
  PART
III
  ITEM
10.  EXECUTIVE COMPENSATION
 
 EXECUTIVE
COMPENSATION
  SUMMARY
COMPENSATION TABLE
  The
following table summarizes all compensation recorded by the Company in each of
the last two completed fiscal years for our principal executive officer and our
three most highly compensated executives officers who were serving as executive
officers as of the end of the fiscal year. Such officers are referred to herein
as our “Named Officers.”
  Name
                  Year
      ended
                  Salary
                  Bonus
                  
                  Stock
      Awards
                  Option
      Awards
                  Non-Equity
      Incentive Plan Compensation
                  Change
      in Pension Value and Non-Qualified Deferred Compensation
      Earnings
                  All
      Other Comp
                  
                  TotalKenneth
      Craig (1)
                  9/30/2008
                  35,631
                  
                  -
                  66,472
                  
                  
                  -
                  
                  -
                  16,307
                  
                  (2)
                  108,380CEO,
      Director
                  9/30/2007
                  109,154
                  
                  -
                  60,000
                  
                  
                  -
                  
                  -
                  43,500
                  
                  (3)
                  212,654Charles
      B. Rockwood  (4)
                  9/30/2008
                  43,815
                  
                  -
                  97,292
                  
                  
                  -
                  
                  -
                  33,400
                  
                  (5)
                  173,877COO/CFO
                  9/30/2007
                  -
                  
                  -
                  -
                  
                  
                  -
                  
                  -
                  -
                  
                  
                  -Clifford
      H. Wildes (6)
                  9/30/2008
                  27,596
                  109,154
                  -
                  69,106
                  
                  
                  -
                  
                  -
                  17,092
                  
                  (7)
                  105,452Chairman
                  9/30/2007
                  109,154
                  109,154
                  -
                  60,000
                  
                  
                  -
                  
                  -
                  31,920
                  
                  (8)
                  201,064V.L.
      Sandifer Jr. (9)
                  9/30/2008
                  8,000
                  
                  -
                  16,380
                  
                  
                  -
                  
                  -
                  3,900
                  
                  (10))
                  28,280Former
      ICFO, Director
                  9/30/2007
                  -
                  
                  -
                  7,500
                  
                  
                  -
                  
                  -
                  103,796
                  
                  (11)
                  111,296Douglas P.
      Badertscher (12)
                  9/30/2008
                  95,925
                  
                  -
                  65,741
                  
                  
                  -
                  
                  -
                  30,000
                  
                  (13))
                  125,925Former
      CEO
                  9/30/2007
                  31,251
                  
                  -
                  -
                  
                  
                  -
                  
                  -
                  -
                  
                  
                  31,251Laura Camisa (14)
                  9/30/2008
                  -
                  
                  -
                  -
                  
                  
                  -
                  
                  -
                  83,462
                  
                  (15))
                  83,462Former
      CFO
                  9/30/2007
                  96,615
                  
                  -
                  99,000
                  
                  
                  46,000
                  
                  -
                  -
                  
                  
                  241,615
  32
  (1)
              Mr.
      Craig served as our Acting Chief Executive Officer from May 1, 2006
      through December 31, 2006 when he was appointed Chief Executive Officer.
      Mr. Craig resigned from the position of Chief Executive Officer on August
      15, 2007 upon the hiring of Mr. Badertscher but was reappointed Chief
      Executive Officer on February 5, 2008. Additionally, at September 30,
      2008, Mr. Craig is owed $21,363 in accrued salary earned since February 5,
      2008.
 
 (2)
              Represents
      payments made to Mr. Craig pursuant to a separation agreement regarding
      the CEO position held by Mr. Craig through August 15,
  2007.
 
 (3)
              Represents
      payments made for consulting services while Mr. Craig was our Acting Chief
      Executive Officer.
 
 (4)
              Mr.
      Rockwood was appointed Chief Operating and Financial Officer of the
      Company on February 12, 2008. Additionally, at September 30, 2008, Mr.
      Rockwood is owed $71,154 in accrued salary earned since February 12,
      2008.
 
 (5)
              Represents
      payments made for consulting services while Mr. Rockwood was a consultant
      to the Company.
 
 (6)
              Mr.
      Wildes served as our Acting Chief Operating Officer from May 1, 2006 until
      December 31, 2006 when he was appointed as our Chief Operating Officer.
      Mr. Wildes resigned from the position of Chief Operating Officer on August
      15, 2007. On February 15, 2008, Mr. Wildes assumed the non-executive role
      of Director of Business Development.Additionally,
      at September 30, 2008, Mr. Wildes is owed $21,363 in accrued salary earned
      since February 15, 2008.
  (7)
              Represents
      payments made to Mr. Wildes pursuant to a separation agreement regarding
      the COO position held by Mr. Wildes through August 15,
    2007.
 
 (8)
              Represents
      payments made for consulting services while Mr. Wildes was our Acting
      Chief Operating Officer.
 
 (9)
              Mr.
      Sandifer served as our Interim Chief Financial Officer from June 1, 2006
      through December 31, 2006 and from October 5, 2007 through February 15,
      2008 when he resigned from his position with the Company. Mr. Sandifer did
      not receive any salary or bonus in fiscal year 2007 for his services as
      our Interim Chief Financial Officer. Mr. Sandifer’s firm performs tax
      services for the Company.
  (10)
              Represents
      payments made for consulting services while Mr. Sandifer was our Interim
      Chief Financial Officer in 2008, in addition to tax services
      performed.
  (11)
              Represents
      payments made for consulting services while Mr. Sandifer was our Interim
      Chief Financial Officer in 2007, in addition to tax services
      performed.
  (12)
              Mr.
      Badertscher was appointed Chief Executive Officer of the Company on August
      15, 2007.
  (13)
              Mr.
      Badertscher was terminated as Chief Executive Officer of the Company on
      February 5, 2008. Represents payment made to Mr. Badertscher to cancel any
      and all vested stock options pursuant to the execution of a mutual
      release.
  (14)
              Ms.
      Camisa resigned as Chief Financial Officer on October 5, 2007. In January,
      2007, we granted options to purchase 200,167 shares of our common stock to
      Ms. Camisa as part of an employment agreement. These options vested
      immediately and are exercisable for five years at $0.37 per share. The
      fair value of the option award was estimated on the date of grant as
      $46,000 using the Black-Scholes-Merton valuation model.
  (15)
              Represents
      severance payments made to Ms. Camisa pursuant to an employment
      agreement.
  33
  Outstanding Equity Awards at
Fiscal Year-End
  As of
September 30, 2008, the following equity awards were outstanding:
  Option
      Awards
                        
                        
                        Stock
      AwardsName
                        
                        Number
                          of
                          Securities
                          Underlying
                          Unexercised
                          Options
                          (#)
                          Exercisable
                        
                        
                        Number
                          of
                          Securities
                          Underlying
                          Unexercised
                          Options
                          (#)
                          Unexercisable
                        
                        
                        Equity
                          Incentive
                          Plan
                          Awards:
                          Number
                          of
                          Securities
      Underlying
                          Unexercised
                          Unearned
                          Options
                          (#)
                        
                        
                        Option
                          Exercise
                          Price
                          ($)
                        
                        
                        Option
                          Expiration
                          Date
                        
                        
                        Number
                          of
      Shares
                          or
      Units
                          of
      Stock
                          That
      Have
                          Not
                          Vested
                          (#)
                        
                        
                        Market
                          Value
      of
                          Shares
      or
                          Units
      of
                          Stock
                          That
      Have
                          Not
                          Vested
                          ($)
                        
                        
                        Equity
                          Incentive
                          Plan
      Awards:
                          Number
                          of
                          Unearned
                          Shares,
                          Units
      or
                          Other
      Rights
                          That
      Have
                          Not
                          Vested
                          (#)
                        
                        
                        Equity
      Incentive
                          Plan
      Awards:
                          Market
      or Payout
                          Value
                          of
                          Unearned
                          Shares,
                          Units
      or
                          Other
                          Rights
                          That
      Have
                          Not
                          Vested
                          ($)Laura
      Camisa
                        
                        
                        200,167
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        $
                        0.23
                        
                        
                        
                        01-04-08
                        
                        
                        
                        0
                        
                        
                        $
                        0.00
                        
                        
                        
                        0
                        
                        
                        $
                        0.0Charles
      Rockwood
                        
                        
                        1,000,000
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        $
                        0.14
                        
                        
                        
                        02-12-13
                        
                        
                        
                        0
                        
                        
                        $
                        0.00
                        
                        
                        
                        0Charles
      Rockwood
                        
                        
                        1,000,000
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        $
                        0.09
                        
                        
                        
                        05-27-13
                        
                        
                        
                        0
                        
                        
                        $
                        0.00
                        
                        
                        
                        0
  Except as
set forth above, no other named executive officer has received an equity
award.
  We
adopted FAS 123(R) in October, 2006. Had our compensation expense for
stock-based awards previously been determined based upon fair values at the
grant dates for awards under this plan, our net loss and net loss per share
amount for the years ended September 30, 2008 and 2007 would have been
unchanged.
  
 34
  Restricted Stock Issued for
the year ended September 30, 2008:
  There was
no Restricted stock was issued to officers, directors, employees and consultants
pursuant to their agreements during the year ended September 30, 2008 or 2007.
The following table summarizes the activity related to restricted stock issued
to officers, directors, employees and consultants during the year ended
September 30, 2008:
  Name
                                Number
                                  of
                                  Securities
                                  Underlying
                                  Unexercised
                                  Options
                                  (#)
                                  Exercisable
                                Number
                                  of
                                  Securities
                                  Underlying
                                  Unexercised
                                  Options
                                  (#)
                                  Unexercisable
                                Equity
                                  Incentive
                                  Plan
                                  Awards:
                                  Number
                                  of
                                  Securities
      Underlying
                                  Unexercised
                                  Unearned
                                  Options
                                  (#)
                                Option
                                  Exercise
                                  Price
                                  ($)
                                Option
                                  Expiration
                                  Date
                                Number
                                  of
      Shares
                                  or
      Units
                                  of
      Stock
                                  That
      Have
                                  Not
                                  Vested
                                  (#)
                                Market
                                  Value
      of
                                  Shares
      or
                                  Units
      of
                                  Stock
                                  That
      Have
                                  Not
                                  Vested
                                  ($)
                                Equity
                                  Incentive
                                  Plan
      Awards:
                                  Number
                                  of
                                  Unearned
                                  Shares,
                                  Units
      or
                                  Other
      Rights
                                  That
      Have
                                  Not
                                  Vested
                                  (#)
                                Equity
      Incentive
                                  Plan
      Awards:
                                  Market
      or Payout
                                  Value
                                  of
                                  Unearned
                                  Shares,
                                  Units
      or
                                  Other
                                  Rights
                                  That
      Have
                                  Not
                                  Vested
                                  ($)NONE
  Director Compensation
  Outside
Directors are compensated at $3,000 per quarter plus awarded 25,000 shares of
restricted stock per year for acting in such capacity. For the year ended
September 30, 2008, we compensated the members of our Board of Directors a total
of 337,800 shares of common stock with a fair value of $23,646. This amount is
included in other operating expenses in our Consolidated Statement of
Operations. Additionally, Directors are reimbursed for reasonable out-of-pocket
expenses for attending meetings. Inside directors are not compensated for acting
as a Director.
  
 35
 
 The
following table sets forth with respect to the named Director, compensation
information inclusive of equity awards and payments made in the year end
September 30, 2008.
 
 Name
                                  
                                  
                                  Fees
      Earned or Paid in Cash
                                  
                                  
                                  Stock
      Awards
                                  
                                  Option
                                    Awards
                                  
                                  
                                  Non-Equity
      Incentive Plan Compensation
                                  
                                  Change
      in Pension Value and Nonqualified Deferred Compensation
      Earnings
                                  
                                  
                                  All
      Other Compensation
                                  
                                  TotalBen
      Bond
                                  
                                  $
                                  900
                                  
                                  $
                                  3,780
                                  
                                  $
                                  0
                                  
                                  $
                                  0
                                  
                                  $
                                  0
                                  
                                  $
                                  0
                                  
                                  $
                                  4,680James
      K. Toomey
                                  
                                  $
                                  830
                                  
                                  $
                                  3,486
                                  
                                  $
                                  0
                                  
                                  $
                                  0
                                  
                                  $
                                  0
                                  
                                  $
                                  0
                                  
                                  $
                                  4,316
  Employment
Agreements
  Kenneth
Craig, Chief Executive Officer
  Mr. Craig
was appointed by the Board of Directors on February 5, 2008 as Chief Executive
Officer. Effective March 4, 2008 Mr. Craig and the Company executed an
Employment Agreement regarding the same, effective February 6, 2008. The
agreement provides for the following terms and conditions:
  ·
              Base
      monthly salary of $4,000;
 ·
              The
      award of 573,000 shares of Company common stock which vest
      immediately.
 ·
              Company
      paid health benefits for the executive and his
  family;
 ·
              10
      days of paid vacation per year;
 ·
              Participation
      in all employee benefit plans and programs;
and,
 ·
              Reimbursement
      of reasonable expenses.
 
  The
initial term of the employment agreement is from February 6, 2008 through August
6, 2008. The Executive may voluntarily terminate the agreement by providing 30
days notice to the Company. If the Company terminates the agreement, the Company
shall pay Executive $4,000 plus unused vacation.
  Additionally,
the Board of Directors has approved an acquisition bonus pool for which Mr.
Craig is a participant. The terms of the authorization are that if a Letter of
Intent is signed with an acquisition candidate on or before December 31, 2008
and the acquisition closes on or before June 30, 2009, a pool of 3.0% of the
planned revenues is established. The bonus is to be paid out in four successive
quarters beginning with the closing date of the acquisition with the final
quarter subject to adjustment based on audited results. Mr. Craig’s share of
this pool is 0.250%.
  36
  Charles
B. Rockwood, Chief Operating and Financial Officer
  Mr. Rockwood was appointed by the Board of
Directors on February 12, 2008 as Chief Operating and Financial Officer. On
February 15, 2008 Mr. Rockwood and the Company executed an Employment Agreement
regarding the same, effective February 12, 2008. The agreement provides for the
following terms and conditions:
  ·
              Base
      annual salary of $175,000;
 ·
              The
      award of options to purchase 1,000,000 shares of common stock of which
      250,000 vested on May 12, 2008, 250,000 vested on August 12, 2008, 250,000
      vested on November 12, 2008 and 250,000 shall vest on February 12, 2009 at
      an exercise price of $0.14 per share on a cash or cashless
      basis;
 ·
              The
      award of options to purchase 1,000,000 shares of common stock which vested
      on May 27, 2008 at an exercise price of $0.09 per share on a cash or
      cashless basis;
 ·
              Participation
      in the employee stock incentive
plan;
 ·
              Membership
      fees to associations the Executive deems necessary to discharge his
      duties.
 ·
              Automobile
      allowance of $350 per month;
 ·
              Company
      paid health benefits for the executive and his
  family;
 ·
              20
      days of paid vacation per year;
 ·
              10
      days of professional development days per
year
 ·
              Participation
      in all employee benefit plans and programs;
and,
 ·
              Reimbursement
      of reasonable expenses.
  The term
of the employment agreement is from February 15, 2008 through March 15, 2011.
The Executive may voluntarily terminate the agreement by providing 60 days
notice to the Company. If the Company terminates the agreement “For Cause”
(gross negligence or material breach of contract, violation of laws, failure to
file SEC filings on a timely basis, commits immoral or dishonest acts against
moral turpitude that negatively affects Company), the Company shall pay
Executive for earned but unpaid bonus, three months of continued health
insurance for himself and his family, pay in lieu of accrued vacation. If the
Company terminates the Executive “Not for Cause”, the Company shall pay
Executive for three months of Base salary subject to normal payroll procedures,
earned but unpaid bonus, immediate vesting of any options that would have vested
in the 12 month period subsequent to termination, three months of continued
health insurance for himself and his family, pay in lieu of accrued
vacation.
  Additionally,
the Board of Directors has approved an acquisition bonus pool for which Mr.
Rockwood is a participant. The terms of the authorization are that if a Letter
of Intent is signed with an acquisition candidate on or before December 31, 2008
and the acquisition closes on or before June 30, 2009, a pool of 3.0% of the
planned revenues is established. The bonus is to be paid out in four successive
quarters beginning with the closing date of the acquisition with the final
quarter subject to adjustment based on audited results. Mr. Rockwood’s share of
this pool is 0.9167%.
  37
  Clifford
H. Wildes, Director of Business Development
  Mr.
Wildes was appointed to the non-officer position of Director of Business
Development. Mr. Wildes and the Company executed an Employment Agreement
regarding the same, effective February 6, 2008. The agreement provides for the
following terms and conditions:
  ·
              Base
      monthly salary of $4,000;
 ·
              The
      award of 473,000 shares of Company common stock which vest
      immediately.
 ·
              Company
      paid health benefits for Mr. Wildes and his
  family;
 ·
              10
      days of paid vacation per year;
 ·
              Participation
      in all employee benefit plans and programs;
and,
 ·
              Reimbursement
      of reasonable expenses.
 
  The
initial term of the employment agreement is from February 6, 2008 through August
6, 2008. The Executive may voluntarily terminate the agreement by providing 30
days notice to the Company. If the Company terminates the agreement, the Company
shall pay Mr. Wildes $4,000 plus unused vacation.
  Additionally,
the Board of Directors has approved an acquisition bonus pool for which Mr.
Wildes is a participant. The terms of the authorization are that if a Letter of
Intent is signed with an acquisition candidate on or before December 31, 2008
and the acquisition closes on or before June 30, 2009, a pool of 3.0% of the
planned revenues is established. The bonus is to be paid out in four successive
quarters beginning with the closing date of the acquisition with the final
quarter subject to adjustment based on audited results. Mr. Wildes’ share of
this pool is 0.9167%.
  
 38
  PART
III
  ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
 
 SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  The
following table sets forth certain information, as of September 30,
2008 with respect to the beneficial ownership of the outstanding common
stock by (i) any holder of more than five (5%) percent; (ii) each of our
executive officers and directors; and (iii) our directors and executive officers
as a group. Except as otherwise indicated, each of the stockholders listed below
has sole voting and investment power over the shares beneficially
owned.
  Name
      of Beneficial Owner (1)
                      Common
      Stock
                        Beneficially
      Owned
                      
                      
                      Percentage
      of (2)
                        Common
      Stock (2)Kenneth
      Craig*
                      
                      
                      3,852,339
                      (3)
      (3)
                      
                      
                      9.56
                      %Charles
      B. Rockwood*
                      
                      
                      2,000,000
                      
                      
                      
                      4.96
                      %Clifford
      H. Wildes*
                      
                      
                      3,338,696
                      (4)
                      
                      
                      8.28
                      %Gary
      and Margaret King*
                      
                      
                      5,725,278
                      
                      
                      
                      14.20
                      %Nicole
      O’Sullivan
                      
                      
                      2,257,379
                      (5)
                      
                      
                      5.6
                      %V.
      L. Sandifer, *
                      
                      
                      779,342
                      
                      
                      
                      1.93
                      %Ben
      Bond *
                      
                      
                      179,000
                      
                      
                      
                      .44
                      %Curtis
      and Lois King
                      
                      
                      2,965,000
                      
                      
                      
                      7.36
                      %All
      officers and directors as a group (6) persons
                      
                      
                      15,874,655
                      
                      
                      
                      39.38
                      %
 (1)
                                                Except
      as otherwise indicated, the address of each beneficial owner is c/o
      Kesselring Holding Corporation, 1956 Main Street, Sarasota, FL
      34236.(2)
                                                Applicable
      percentage ownership is based on 40,308,669 shares of common stock
      outstanding as of December 29, 2008, together with securities exercisable
      or convertible into shares of common stock within 60 days of December 29,
      2008 for each stockholder. Beneficial ownership is determined in
      accordance with the rules of the Securities and Exchange Commission and
      generally includes voting or investment power with respect to securities.
      Shares of common stock that are currently exercisable or exercisable
      within 60 days of December 29, 2008 are deemed to be beneficially owned by
      the person holding such securities for the purpose of computing the
      percentage of ownership of such person, but are not treated as outstanding
      for the purpose of computing the percentage ownership of any other
      person.(3)
                                                Includes
      an aggregate of 2,101,227 shares of common stock held by Mr. Craig’s wife
      and children.(4)
                                                Includes
      1,660,000 shares of common stock held by Mr. Wildes’
  wife.(5)
                                                Represents
      shares of common stock held by the Nicole O’Sullivan
  Trust.
 
 39
  PART
III
 ITEM
12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
 Consulting Fees, Related
Parties: Our consulting fees, related parties, for the year ended
September 30, 2008 and 2007 were $52,200 and $429,189, respectively, and is
comprised of the following:
 
 Our Chief
Executive Officer received $43,500 in fees under a consultancy contract through
the first quarter of the fiscal year ended September 30, 2007. Subsequent to
this consultancy agreement, this executive received a salary which is included
in salaries and benefits.
 
 Our Chief
Operating and Financial Officer received $33,400 in fees under a consultancy
contract through the second quarter of the fiscal year ended September 30, 2008.
Subsequent to this consultancy agreement, this executive received a salary which
is included in salaries and benefits.
 
 Our
former Chief Operating Officer and current Chairman of our Board of Directors
received $31,910 in fees under a consultancy contract through the first quarter
of the fiscal year ended September 30, 2007. Subsequent to this consultancy
agreement, the former Chief Operating Officer received a salary which is
included in salaries and benefits for that period.
 
 We paid
$16,011 and $103,796 in professional fees to an accounting firm partially owned
by our former Interim Chief Financial Officer and Director.
 
 We paid
$176,000 in consultancy fees to a family member of our Chief Executive Officer
through June 2007. We do not have any further obligations under that
arrangement.
 
 We paid
$38,214 and $73,983, respectively, in consultancy fees to Spyglass Ventures. The
managing partner of Spyglass Ventures is also actively involved in other
unrelated business ventures. The Chairman of our Board of Directors and our
Chief Operating and Financial Officer are directly involved in some of those
other unrelated business ventures.  Our Chairman and our Chief
Operating and Financial Officer do not participate in the determination of the
fees that we pay to Spyglass Ventures.
 
 Board of Directors or Related Party
Loans: In October, November and December, 2007 and January, June and
July, 2008, certain members of our Board of Directors, or organizations with
which they are affiliated, funded an aggregate $945,000 to us pursuant to notes
payable. These notes bear interest at 7.0% and mature as follows: April 18, 2009
– $250,000; April 23, 2009 - $50,000; May 8, 2009 - $25,000; November 6, 2009 -
$25,000 and June 18, 2009 – $250,000; June 27, 2009 - $30,000; June 30, 2009 -
$45,000; July 3, 2009 - $20,000.  In addition an additional $250,000
was added in three tranches bearing interest of 12% and mature as follows: June
26, 2009 - $40,000; July 3, 2009 - $21,000; July 8, 2009 -
$189,000.
  40
  PART
III
 ITEM
13. EXHIBIT INDEX
 
 Exhibit
                                                        Number
                                                      
                                                      Description3.1
                                                      
                                                      Certificate
      of Incorporation (3)3.2
                                                      
                                                      Certificate
      of Designation for Series A Preferred Stock (1)3.3
                                                      
                                                      Certificate
      of Ownership (4)3.4
                                                      
                                                      Bylaws
      (3)4.1
                                                      
                                                      Securities
      Purchase Agreement entered with Vision Master Opportunity Fund Ltd.
      (1)4.2
                                                      
                                                      Series
      A Warrant issued to Vision Opportunity Master Fund Ltd.
  (1)4.3
                                                      
                                                      Series
      B Warrant issued to Vision Opportunity Master Fund Ltd.
  (1)4.4
                                                      
                                                      Series
      J Warrant issued to Vision Opportunity Master Fund Ltd.
  (1)4.5
                                                      
                                                      Registration
      Rights Agreement entered with Vision Master Opportunity Fund Ltd.
      (1)4.6
                                                      
                                                      Warrant
      issued to Cypress Advisors LLC(1)10.1
                                                      
                                                      Share
      Purchase Agreement by and among Offline Consulting, Inc., Kesselring
      Corporation and the shareholders of Kesselring
    Corporation(1)10.2
                                                      
                                                      Settlement
      Agreement by and between Offline Consulting Inc. and Marcello
      Trebitsch(1)10.3
                                                      
                                                      Agreement
      and Release of Claims by and between Kesselring Corporation and Laura A.
      Camisa (6)10.4
                                                      
                                                      Amended
      and Restated Employment Agreement by and between Kesselring Holding
      Corporation and Douglas P. Badertscher (7)10.5
                                                      
                                                      Employee
      Nonstatutory Stock Option Agreement issued to Douglas P. Badertscher
      (7)10.6
                                                      
                                                      Settlement
      Agreement and Mutual Release by and between Cannon Offices L.L.C. and
      Kesselring Holding Corporation (8)14.1
                                                      
                                                      Code
      of Ethics16.1
                                                      
                                                      Letter
      from Morgenstern, Svboda & Baer, CPA’s, P.C(5).31.1
                                                      
                                                      Certification  of
      the  Chief  Executive  Officer  and
      the  Principal
      Accounting/Financial   Officer   pursuant  to  Section  302  of  the
      Sarbanes-Oxley Act of 2002.32.1
                                                      
                                                      Certification  of
      the  Chief  Executive  Officer  and
      the  PrincipalAccounting/Financial  Officer
      pursuant to 18 U.S.C. Section 1350, AsAdopted
      Pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.
  (1)
                      Incorporated
      by reference to the Form 8-K Current Report filed with the Securities and
      Exchange Commission on May 21, 2007.(2)
                      Incorporated
      by reference to the Form 8-K/A filed with the Securities and Exchange
      Commission on June 20, 2007.(3)
                      Incorporated
      by reference to the Form SB-2 Registration Statement filed with the
      Securities and Exchange Commission on December 7, 2006.(4)
                      Incorporated
      by reference to the Form 8-K Current Report filed with the Securities and
      Exchange Commission on June 13, 2007.(5)
                      Incorporated
      by reference to the Form 8-K/A Current Report filed with the Securities
      and Exchange Commission on June 20, 2007.(6)
                      Incorporated
      by reference to the Form 8-K Current Report filed with the Securities and
      Exchange Commission on October 5, 2007.(7)
                      Incorporated
      by reference to the Form 8-K Current Report filed with the Securities and
      Exchange Commission on December 14, 2007.(8)
                      Incorporated
      by reference to the Form 8-K Current Report filed with the Securities and
      Exchange Commission on July 16,
2008.
 
 41
  PART
III
 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
 Audit Fees
 
 The
aggregate fees billed by Lougheed & Company LLC for the audit of our annual
consolidated financial statements for the year ended September 30, 2008 amounted
to $128,909. The aggregate fees billed by Lougheed & Company LLC for the
review of our quarterly filings amounted to $25,000.
 
 The
aggregate fees billed by Lougheed & Company LLC for the audit of our annual
consolidated financial statements for the year ended September 30, 2007 amounted
to $101,400. The aggregate fees billed by Lougheed & Company LLC for the
review of our quarterly filings amounted to $23,480.
  Audit
Related Fees
 
   Audit
Committee Pre-approval
 
 Our Audit
Committee approves all audit and non-audit services provided by our primary
accountants.
 
 
  42
  Signatures
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
 
 
 KESSELRING
      HOLDING CORPORATION(Issuer)By:
                /s/
      Kenneth CraigKenneth
      Craig, Chief Executive Officer, December 29, 2008 (Principle Executive
      Officer)
 
 By:
                /s/Charles
      B. RockwoodCharles
      B. Rockwood, Chief Operating and Financial Officer, December 29,
      2008
                  (Principle
      Accounting Officer)
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
 
 /s/
      Kenneth Craig
                
                /s/
      Clifford H. WildesKenneth
      Craig, Chief Executive Officer, December 29, 2008 (Principle Executive
      Officer)
                
                Clifford
      H. Wildes, Chairman of the Board of Directors, December 29,
      2008/s/
      Virgil L. Sandifer, Jr.
                
                /s/
      Gary E. KingVirgil
      L. Sandifer, Jr., Director,
                  December
      29, 2008
                
                Gary
      E. King, Director, December 29, 2008/s/
      Ben BondBen
      Bond, Director, December 29, 2008
   43