- Amended Statement of Ownership (SC 13G/A)
17 Febbraio 2010 - 2:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities
Exchange Act of 1934
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(Amendment No. 3)*
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Kesselring
Holding Corporation
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(Name of Issuer)
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Common Stock, par value $0.0001
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(Title
of Class of Securities)
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492536107
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(CUSIP
Number)
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December 31, 2009
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(Date
of Event Which Requires Filing of this Statement)
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Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
x
Rule 13d-1(c)
o
Rule 13d-1(d)
* The remainder of this
cover page shall be filled out for a reporting persons initial filing on this
form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in
a prior cover page.
The information required in
the remainder of this cover page shall not be deemed to be filed for the
purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or
otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
Page 1 of 8
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CUSIP No. 492536107
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1.
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Names of Reporting Persons
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I.R.S. Identification Nos. of above persons (entities only)
Adam Benowitz
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
o
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(b)
o
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
United States
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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4,000,697
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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4,000,697
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,000,697
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented by Amount in Row (9)
9.99%
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12.
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Type of Reporting Person (See Instructions)
IN
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Page 2 of 8
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CUSIP No. 492536107
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1.
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Names of Reporting Persons
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I.R.S. Identification Nos. of above persons (entities only)
Vision Capital Advisors, LLC (formerly known as Vision Opportunity Capital Management, LLC)
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
o
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(b)
o
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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4,000,697
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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4,000,697
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,000,697
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented by Amount in Row (9)
9.99%
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12.
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Type of Reporting Person (See Instructions)
IA
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Page 3 of 8
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CUSIP No. 492536107
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1.
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Names of Reporting Persons
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I.R.S. Identification Nos. of above persons (entities only)
Vision Opportunity Master Fund, Ltd.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
o
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(b)
o
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Cayman Islands
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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4,000,697
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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4,000,697
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,000,697
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented by Amount in Row (9)
9.99%
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12.
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Type of Reporting Person (See Instructions)
CO
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Page 4 of 8
Item 1.
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(a)
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The name of the issuer is
Kesselring Holding Corporation (the
Issuer
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(b)
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The principal executive
offices of the Issuer are located at 1956 Main Street, Sarasota, Florida
34236.
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Item 2.
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(a)
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This statement (this
Statement
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is being filed by: (i) Vision Opportunity Master Fund, Ltd., a Cayman Islands
company (the
Master Fund
), (ii) Vision Capital Advisors, LLC, a
Delaware limited liability company (formerly known as Vision Opportunity
Capital Management, LLC) (the
Investment Manager
), and (iii) Adam
Benowitz, the Managing Member of the Investment Manager (all of the
foregoing, collectively, the
Filers
). The Master Fund is a private
investment vehicle formed for the purpose of investing and trading in a wide
variety of securities and financial instruments. The Master Fund directly
owns all of the shares reported in this Statement. Mr. Benowitz and the
Investment Manager may be deemed to share with the Master Fund voting and
dispositive power with respect to such shares. Each Filer disclaims
beneficial ownership with respect to any shares other than those owned
directly by such Filer.
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(b)
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The principal business
office of the Master Fund is:
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c/o Ogier Fiduciary
Services (Cayman) Limited
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P.O. Box 1234
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113 South Church Street
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Queensgate House
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Grand Cayman KY1-1108
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Cayman Islands
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The principal business
office of each of the Investment Manager and Mr. Benowitz is:
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20 West 55th Street, 5th
Floor
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New York, New York 10019
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USA
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(c)
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For citizenship
information see Item 4 of the cover page of each Filer.
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(d)
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This Statement relates to
the Common Stock, par value $0.0001 per share, of the Issuer (the
Common
Stock
).
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(e)
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The CUSIP Number of the
Common Stock is listed on the cover pages hereto.
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Item 3. If this statement is filed pursuant to 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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o
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Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o
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Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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Page 5 of 8
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(d)
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o
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Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8).
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(e)
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o
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An investment adviser in
accordance with 240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan
or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company
or control person in accordance with 240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
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(i)
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A church plan that is
excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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Group, in accordance with
240.13d-1(b)(1)(ii)(J).
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Not applicable.
Item 4. Ownership.
As of December 31, 2009, the
Master Fund had the ability to acquire up to 4,000,697 shares of Common Stock
within 60 days through the exercise or conversion of derivative securities, and
thus beneficially owned 4,000,697 shares of Common Stock, representing 9.99% of
all of the outstanding shares of Common Stock.
The forgoing is based on
36,046,321 shares of Common Stock outstanding as of November 16, 2009, as
reported on the Issuers Preliminary Information Statement on Schedule 14C
filed on December 22, 2009.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being
filed to report the fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five percent of the class of
securities, check the following:
o
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Page 6 of 8
Item 10. Certification.
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(a)
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Not applicable.
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(b)
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By signing below I certify
that, to the best of my knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
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Page 7 of 8
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: February 16, 2010
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ADAM BENOWITZ
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VISION CAPITAL ADVISORS,
LLC
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VISION OPPORTUNITY MASTER
FUND, LTD.
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By:
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/s/ Adam Benowitz
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Adam Benowitz, for himself, as Managing Member of
the Investment Manager and as a Director of the Master Fund
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Page 8 of 8
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