accumulating KATX!
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One last thought, those who loaded the Boat on KATX when it was .001 and sold when it was .25
How smart do they look now? :)
4 GRAND WOULD HAVE MADE YOU ONE MILLION
Why is it we don't hear much from those folks? Maybe ...just maybe their still counting their money :)
KATX share price went from .001 to .25 from Nov 09 to Summer 2010
That is a 44 THOUSAND PERCENT INCREASE!
Now it may not be obvious to some that a few folks made some money on that increase.
But it is to me :)
The Company did not sell when it was high
or they would have all the funding it needed
So to me it is obvious some made a great deal of money. (but we never hear about that, do we?)
On the other hand others who held their shares because they believed in Ken and the property's
I will call them (LONGS) those folks will revive shares of Kat Gold
I do not know weather they will revive the
44 THOUSAND PERCENT INCREASE!
like I know others did.
Personally I do not feel Ken owes a Fiduciary relationship to those who sold
http://en.wikipedia.org/wiki/Fiduciary
Personally I feel he owes it to (LONGS)
Would it benefit (LONGS) to have a group who sold revive shares of KATX revive KATG?
Me thinks they would sell and hurt (LONGS) again
Truth is when a company has a shareholder meeting, do those who sold get to Vote?
Nope
I like the new divy date mostly because the toxic funders who sold get ZIP
They cant sell KATX
They don't own it
One last thought, those who loaded the Boat on KATX when it was .001 and sold when it was .25
How smart do they look now? :)
4 GRAND WOULD HAVE MADE YOU ONE MILLION
HOMEVENDOR, YES! Ken said, "...a whole new level!!" Now, there's no need for impatience; this just happened!
Another great reason so many have been accumulating and NOT SELLING!!!
Thanks Homevendor!
Thanks HOMEVENDOR! The "waste dump" sounds like I could retire right now if I owned that dump and I could also call my family members and tell them to also retire!! LOL!!
The thing is, we own the EKOM MINING site completely! not just the "waste dump!!!"
Allow me to say, YAHOOOOOOO!!!!!!!!!
Also, UHU UHU UHU I like it!!!!!!
Now we all know why people are buying, not selling!!!
GREAT POST!!!!!!
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2012
Commission file number: 000-53450
KAT GOLD HOLDINGS CORP.
(Name of registrant as specified in its charter)
Nevada
33-1176182
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
1149 Topsail Rd., Mount Pearl, Newfoundland, A1N 5G2, Canada
(Address of principal executive offices)(Zip Code)
(709) 368-9223
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer [ ]
(Do not check if smaller reporting company)
Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [ ] No [X]
As of April 30, 2012, there were 298,644,500 shares of common stock outstanding.
TABLE OF CONTENTS
Page No.
PART I. - FINANCIAL INFORMATION
Item 1.
Financial Statements.
1
Item 2.
Management’s Discussion and Analysis of Financial Condition and Plan of Operations.
12
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
16
Item 4
Controls and Procedures.
16
PART II - OTHER INFORMATION
Item 1.
Legal Proceedings.
17
Item 1A.
Risk Factors.
17
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
17
Item 3.
Defaults Upon Senior Securities.
17
Item 4.
Mine Safety Disclosures
17
Item 5.
Other Information.
17
Item 6.
Exhibits.
17
PART I - FINANCIAL INFORMATION
These unaudited financial statements have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. These financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included in the Company’s 10-K for its fiscal year ended December 31, 2011 as filed with the SEC on April 16, 2012. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as of March 31, 2011 and 2012 and the results of its operations and cash flows for the three month periods then ended have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year.
ITEM 1. FINANCIAL STATEMENTS
KAT Gold Holdings Corp.
(A Development Stage Company)
BALANCE SHEETS
AS OF MARCH 31, 2012 AND DECEMBER 31, 2011
(Unaudited)
(Audited)
ASSETS
03/31/2012
12/31/2011
CURRENT ASSETS:
Cash
$
3,776
$
6,309
Security deposits
6,050
6,050
TOTAL CURRENT ASSETS
9,826
12,359
TOTAL ASSETS
$
9,826
$
12,359
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Due to related party
$
14,721
$
-
TOTAL CURRENT LIABILITIES
14,721
-
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $.001 par value, 5,000,000 shares authorized,
no shares issued or outstanding
-
-
Common stock, $.001 par value, 500,000,000 shares authorized,
298,644,500 shares issued or outstanding at March 31, 2012
and December 31, 2011, respectively
298,645
298,645
Additional paid in capital
132,189,630
132,189,630
Deficit accumulated during the development stage
(132,493,170)
(132,475,916)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)
(4,896)
12,359
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
9,826
$
12,359
The accompanying notes are an integral part of these financial statements.
1
KAT Gold Holdings Corp.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
FOR THE PERIOD FROM INCEPTION (DECEMBER 5, 2005) AND
FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011
(Unaudited)
Cumulative
Amount
For the three months
from Inception
ended March 31,
(December 5, 2005)
2012
2011
to March 31, 2012
REVENUES:
Sales
$
-
$
-
$
-
Cost of sales
-
-
-
Gross profit
-
-
-
EXPENSES:
Wages
-
-
121,299
Geologist and geophysicist
-
-
105,579
Accounting and legal
10,293
18,790
276,803
Office and other expenses
6,961
271
20,989
Vehicle expenses
-
-
6,692
Claim option expenses
-
-
52,500
Drilling and excavation
-
-
189,280
Travel and entertainment
-
-
16,429
Assay and related
-
-
103,599
Total expenses
17,254
19,061
893,170
Loss from operations
$
(17,254)
$
(19,061)
$
(893,170)
Impairment of mineral rights and properties purchased from related party
-
-
(18,900,000)
Impairment of Handcamp division property purchase
-
-
(112,700,000)
Total Impairments
-
-
(131,600,000)
Loss before income taxes
(17,254)
(19,061)
(132,493,170)
Provision for income taxes
-
-
-
NET LOSS
$
(17,254)
$
(19,061)
$
(132,493,170)
Basic and fully diluted net loss per share
$
(0.0001)
$
(0.0001)
$
(0.94)
Weighted average common shares outstanding
298,644,500
163,944,500
141,658,984
The accompanying notes are an integral part of these financial statements.
2
KAT Gold Holdings Corp.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
FOR THE PERIOD FROM INCEPTION (DECEMBER 5, 2005) AND
FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011
(Unaudited)
Cumulative
Amount
from Inception
(December 5, 2005)
2012
2011
to March 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss
$
(17,254)
$
(19,061)
$
(132,493,170)
Adjustments to reconcile net loss to net cash (used in) operations:
Recapitalization of equity due to reverse merger
-
-
2,645
Impairment of Handcamp estimated value
-
-
112,700,000
Impairment of mineral rights and properties purchased from related party
-
-
18,900,000
Changes in operating assets and liabilities:
Security deposits
-
-
(6,050)
Outstanding checks in excess of bank balance
-
110
-
NET CASH (USED IN) OPERATING ACTIVITIES
(17,254)
(18,951)
(896,575)
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contributions from related party
14,721
18,951
900,351
NET CASH PROVIDED BY FINANCING ACTIVITIES
14,721
18,951
900,351
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(2,533)
-
3,776
CASH AND CASH EQUIVALENTS,
BEGINNING OF THE PERIOD
6,309
-
-
END OF THE PERIOD
$
3,776
$
-
$
3,776
The accompanying notes are an integral part of these financial statements.
3
KAT GOLD HOLDINGS CORP. (FKA BELLA VIAGGIO, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
For the Three Months Ended March 31, 2012 and 2011
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Activity
Kat Gold Holdings Corp. (the “Company”) was incorporated in the State of Nevada on June 6, 2007. Following its acquisition of Handcamp on June 4, 2010, a gold property located in the Province of Newfoundland and Labrador, Canada (“Handcamp”), the Company changed its business model to that of a mineral acquisition, exploration and development company focused primarily on gold properties. On August 26, 2010, the Company’s name was changed from Bella Viaggio, Inc. to Kat Gold Holdings Corp. As of this annual report, the Company has not generated any revenues but has incurred expenses related to the drilling and exploration of Handcamp. The Company has commenced exploratory drilling operations on the Handcamp property and sent core samples obtained for analysis. The Company is currently awaiting the results of these core samples.
The Company has not yet earned any revenue from operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Enterprise” as set forth in Financial Accounting Standards Board Statement ASC 915 (“FASB ASC 915”). Among the disclosures required by FASB ASC 915 are that the Company’s financial statements be identified as those of a development stage operation, and that the statements of operations, stockholders’ equity and cash flows disclose activity since the date of the Company’s inception.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a December 31 fiscal year end.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Cash and Cash Equivalents - For purposes of the Statements of Cash Flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents.
Comprehensive Income (Loss) The Company reports comprehensive income and its components following guidance set forth by section 220-10 of the FASB Accounting Standards Codification which establishes standards for the reporting and display of comprehensive income and its components in the consolidated financial statements. There were no items of comprehensive income (loss) applicable to the Company during the period covered in the financial statements.
Long-Lived Assets - The Company evaluates the recoverability of its fixed assets and other assets in accordance with section 360-10-15 of the FASB Accounting Standards Codification for disclosures about Impairment or Disposal of Long-Lived Assets. Disclosure requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows. If so, it is considered to be impaired and is written down to fair value, which is determined based on either discounted future cash flows or appraised values. The Company adopted the statement on inception. No impairments of these types of assets were recognized during the three months ended March 31, 2012 and 2011.
Risk and Uncertainties - The Company is subject to risks common to companies in the mining industry, including, but not limited to, litigation, development of new technological mining innovations and dependence on key personnel.
4
KAT GOLD HOLDINGS CORP. (FKA BELLA VIAGGIO, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
For the Three Months Ended March 31, 2012 and 2011
Advertising Costs - Advertising costs are expensed as incurred. The Company does not incur any direct-response advertising costs.
Income Taxes - Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of March 31, 2012, there have been no interest or penalties incurred on income taxes.
Fair Value of Financial Statements - The Company’s financial instruments consist of cash and security deposits. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
Loss Per Share - Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of March 31, 2012 and 2011.
Recent Accounting Pronouncements - The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements will cause a material impact on its financial condition or the results of its operations.
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its consolidated financial condition or the consolidated results of its operations.
In July 2010, the FASB amended the requirements for Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses . As a result of these amendments, an entity is required to disaggregate by portfolio segment or class certain existing disclosures and provide certain new disclosures about its financing receivables and related allowance for credit losses. The new disclosures as of the end of the reporting period are effective for the fiscal year ending December 31, 2010, while the disclosures about activity that occurs during a reporting period were effective for the first fiscal quarter of 2011. The adoption of this guidance did not impact the Company’s results of operations or financial position.
In January 2010, the FASB issued authoritative guidance regarding fair value measures and disclosures. The guidance requires disclosure of significant transfers between level 1 and level 2 fair value measurements along with the reason for the transfer. An entity must also separately report purchases, sales, issuances and settlements within the level 3 fair value roll forward. The guidance further provides clarification of the level of disaggregation to be used within the fair value measurement disclosures for each class of assets and liabilities and clarified the disclosures required for the valuation techniques and inputs used to measure level 2 or level 3 fair value measurements. This new authoritative guidance is effective for the Company in fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this guidance did not impact the Company’s results of operations or financial position.
5
KAT GOLD HOLDINGS CORP. (FKA BELLA VIAGGIO, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
For the Three Months Ended March 31, 2012 and 2011
In September 2011, the FASB issued ASU 2011-08 which provides an entity the option to first assess qualitative factors to determine whether it is necessary to perform the current two-step test for goodwill impairment. If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. The revised standard is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The Company does not expect that the adoption of this standard will have a material impact on the Company’s results of operations, cash flows or financial condition.
In December 2011, FASB issued Accounting Standards Update 2011-11, “Balance Sheet - Disclosures about Offsetting Assets and Liabilities” to enhance disclosure requirements relating to the offsetting of assets and liabilities on an entity's balance sheet. The update requires enhanced disclosures regarding assets and liabilities that are presented net or gross in the statement of financial position when the right of offset exists, or that are subject to an enforceable master netting arrangement. The new disclosure requirements relating to this update are retrospective and effective for annual and interim periods beginning on or after January 1, 2013. The update only requires additional disclosures, as such, the Company does not expect that the adoption of this standard will have a material impact on the Company’s results of operations, cash flows or financial condition.
NOTE 2 SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental disclosures of cash flow information for the three months ended March 31, 2012 and 2011 are summarized as follows:
Cash paid during the years for interest and income taxes:
2012
2011
Income Taxes
$
--
$
--
Interest
$
--
$
--
NOTE 3 GOING CONCERN AND UNCERTAINTY
The Company has suffered recurring losses from operations since inception. In addition, the Company has yet to generate an internal cash flow from its business operations. These factors raise substantial doubt as to the ability of the Company to continue as a going concern.
Management’s plans with regard to these matters encompass the following actions: 1) to raise financing to enable it to continue its locate, explore and develop mineral properties as well as to generate working capital, and 2) to sell mineral properties that it has located, explored and developed by attempting to enter into joint ventures with, or to sell interests in any property it manages to develop to, a major mining company. The Company’s continued existence is dependent upon its ability to resolve its lack of liquidity and begin generating profits in its current business operations. However, the outcome of management’s plans cannot be ascertained with any degree of certainty. The accompanying financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties.
6
KAT GOLD HOLDINGS CORP. (FKA BELLA VIAGGIO, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
For the Three Months Ended March 31, 2012 and 2011
NOTE 4 DEVELOPMENT STAGE RISK
Since its inception, the Company has been dependent upon the receipt of capital investment to fund its continuing activities. In addition to the normal risks associated with a new business venture, there can be no assurance that the Company’s business plan will be successfully executed. The Company’s ability to execute its business plan will depend on its ability to obtain additional financing and achieve a profitable level of operations. There can be no assurance that sufficient financing will be obtained. Further, the Company cannot give any assurance that it will generate substantial revenues or that its business operations will prove to be profitable.
NOTE 5 MATERIAL EVENT (PURCHASE OF HANDCAMP PROPERTY)
During the year ended December 31, 2010, the Company acquired (the “ Acquisition ”) 100% of “Handcamp,” a gold property, from Kat Exploration, Inc. (“ KATX ”) in exchange for 161,000,000 shares of the Company’s common stock.
Under the terms of the agreement governing the Acquisition, the Company issued 65,000,000 shares of its common stock to KATX on September 4, 2010, and the remaining 96,000,000 shares of its common stock were issued to KATX on September 14, 2010.
The common shares were valued at $0.70 per share, the closing stock price on the date of the closing, resulting in recorded goodwill of $112,700,000. The Company’s management, upon review, determined that such amount might not be fully recoverable due to future cash flows being an uncertainty and an adjustment to write down the property was recorded.
NOTE 6 MATERIAL CONTRACTS
KATX entered into a Diamond Drilling Contract dated February 24, 2010 in which Cabo Drilling (Atlantic) Corp. agreed to provide certain drilling services at the Handcamp property. The contract covered various rates, which in the opinion of management represented market value rates, for mobilization and demobilization, overburden penetration (pipe and casing), core drilling, surveys and tests, etc. A security deposit of approximately $10,000 was made prior to commencement of mobilization and services were provided under this contract from July through September 2010 and all such services were paid for by KATX on behalf of the Company as it acquired rights to the property in June 2010.
On November 23, 2011, the Company entered into an asset purchase agreement by and between the Company and KATX. The Company acquired 100% of the mineral rights that KATX then held in and to the mineral properties Rusty Ridge, Collier’s, North Lucky and South Lucky, from KATX solely in exchange for 135,000,000 shares of the Company’s common stock.
NOTE 7 INCREASE IN AUTHORIZED COMMON SHARES AND NAME CHANGE
On July 7, 2010, the board of directors of the Company and shareholders owning a majority of its issued and outstanding shares of common stock of the Company voted to approve (i) an increase in its authorized common shares to 500,000,000 shares and (ii) a change in the Company’s name to Kat Gold Holdings Corp. to better reflect the nature of its operations. The Company’s articles of incorporation were amended accordingly on August 2, 2010.
7
KAT GOLD HOLDINGS CORP. (FKA BELLA VIAGGIO, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
For the Three Months Ended March 31, 2012 and 2011
NOTE 8 LOSS PER SHARE
Loss per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. Basic and diluted loss per share was the same for the three months ended March 31, 2012 as well as for the three months ended March 31, 2011.
NOTE 9 COMMITMENTS AND CONTINGENCIES
Certain of the Company’s officers and directors are involved in other related business activities and most likely will become involved in other business activities in the future.
NOTE 10 INCOME TAXES
For the three months ended March 31, 2012 and 2011, the Company has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $888,000 at March 31, 2012, and will begin to expire in the year 2025.
The provision for Federal income tax consists of the following at March 31:
2012
2011
Federal income tax attributable to:
Current operations
$ 6,000
$ 274,000
Less: valuation allowance
(6,000)
(274,000)
The cumulative tax effect at the expected rate of 35% of significant items comprising our net deferred tax amount is as follows:
2012
2011
Deferred tax asset attributable to:
Net operating loss carryover
$ 311,000
$ 266,000
Less: valuation allowance
(311,000)
(266,000)
Net deferred tax asset
$ -
$ -
The valuation allowance increased by $6,000 and $7,000 in the three months March 31, 2012 and 2011, respectively.
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.
8
KAT GOLD HOLDINGS CORP. (FKA BELLA VIAGGIO, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
For the Three Months Ended March 31, 2012 and 2011
NOTE 11 RELATED PARTY TRANSACTIONS
The Company has received support from a party related through common ownership and directorship. All of the expenses herein have been borne by this entity on behalf of the Company and the direct vendor payments are treated as capital contributions in the accompanying financial statements.
In 2011 and 2012, the Company received proceeds from common stock issued by the above mentioned related party and also made direct disbursements to such related party’s vendors as a conduit. At year end, all amounts were cleared up with the related party.
NOTE 12 SUBSEQUENT EVENT
On April 18, 2012, the Company executed a Securities Purchase Agreement (the “Purchase Agreement”) with Global Gold Incorporated, a corporation organized under the laws of the Province of British Columbia (“Global Gold”), and the shareholders of Global Gold (the “Sellers”), pursuant to which the Company acquired all of the issued and outstanding shares of the capital stock of Global Gold. The consideration (the “Purchase Price”) paid by the Company to the Sellers was an aggregate of one hundred sixty-one million (161,000,000) shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), of which one hundred eighteen million two hundred sixty-three thousand one hundred fifty-eight (118,263,158) shares of Common Stock payable to Thomas Brookes (“Brookes”) and Matthew Sullivan (“Sullivan”) were placed in escrow and will be released in accordance with the terms of an Escrow Agreement, described below. The Purchase Agreement also provides that Brookes and Sullivan will be appointed to the Board of Directors of the Company, and that each of Kenneth Stead, Timothy Stead, Brookes and Sullivan will vote their shares of stock of the Company in favor of each other as directors so long as the parties maintain an ownership interest of at least five percent (5%) of the Company’s outstanding common stock and until the earlier of (i) eighteen (18) months from the date of the closing of the Global Gold transaction if the Company has not received revenues of at least One Million Dollars ($1,000,000) from the production of the Ekom Eya mine in Ghana; or (ii) three (3) years from the date of the closing.
On April 18, 2012, the Company entered into an Escrow Agreement with Brookes, Sullivan and Gracin & Marlow, LLP, as escrow agent (the “Escrow Agreement”), pursuant to which the parties agreed that one hundred eighteen million two hundred sixty-three thousand one hundred fifty-eight (118,263,158) shares of Common Stock (the “Escrowed Shares”) will be released to Brookes and Sullivan if and when the Company has received revenues of at least One Million Dollars ($1,000,000) from the production of the Ekom Eya mine in Ghana (the “Milestone”); provided, however, that if the Milestone is not achieved by the date that is two (2) years from the date of the Escrow Agreement, the escrow agent will release to the Company for cancellation all of the Escrowed Shares, unless otherwise agreed to by the Company and Brookes and Sullivan.
In connection with the Purchase Agreement, described below, the Company will issue to the Sellers one hundred sixty-one million (161,000,000) shares of Common Stock. These securities will be issued in reliance on Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). The issuance will not involve any general solicitation or advertising by us. The Sellers acknowledged the existence of transfer restrictions applicable to the securities to be sold by us. Certificates representing the securities to be sold contain a legend stating the restrictions on transfer to which such securities are subject. Certain of the securities will also be issued to non-U.S residents and in reliance upon and pursuant to the exemptions from registration provided by Regulation S of the Securities Act.
In connection with the Kenneth Stead Agreement, the Company will issue to Mr. Stead as a sign-on bonus four million five hundred thousand (4,500,000) shares of Common Stock. These securities will be issued solely to a non-U.S resident and in reliance upon and pursuant to the exemptions from registration provided by Regulation S of the Securities Act.
9
KAT GOLD HOLDINGS CORP. (FKA BELLA VIAGGIO, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
For the Three Months Ended March 31, 2012 and 2011
In connection with the Kenneth Stead Employment Agreement, the Company will issue to Mr. Stead one million five hundred thousand (1,500,000) shares of Series A convertible preferred stock upon the closing of the Global Gold transaction. These securities will be issued solely to a non-U.S. resident and in reliance upon and pursuant to the exemptions from registration provided by Regulation S of the Securities Act.
In connection with the Timothy Stead Employment Agreement, described below, the Company will issue to Mr. Stead six hundred twenty thousand (620,000) shares of Series A convertible preferred stock upon the closing of the Global Gold transaction. These securities will be issued solely to a non-U.S. resident and in reliance upon and pursuant to the exemptions from registration provided by Regulation S of the Securities Act.
On April 18, 2012, the Company entered into a three-year employment agreement with Kenneth Stead, its Chief Executive Officer and President (the “Kenneth Stead Agreement”). Pursuant to the Kenneth Stead Agreement, Mr. Stead will be entitled to an annual base salary of Two Hundred Forty Thousand Dollars ($240,000) and will be eligible for discretionary performance and transactional bonus payments. Additionally, Mr. Stead will be issued a sign-on bonus of four million five hundred thousand (4,500,000) shares of Common Stock and will be issued a bonus of one million five hundred thousand (1,500,000) shares of the Company's Series A convertible preferred stock upon the closing of the Global Gold transaction. Mr. Stead will also be eligible for a bonus of Fifty Thousand Dollars ($50,000) for each One Million Dollars ($1,000,000) in net profits that the Company receives from the production of the Ekom Eya mine in Ghana. The Kenneth Stead Agreement also includes confidentiality obligations and inventions assignments by Mr. Stead.
Effective April 18, 2012, Timothy Stead was appointed Chief Operating Officer of the Company. In connection with his appointment, Mr. Stead entered into a three-year employment agreement with the Company (the “Timothy Stead Agreement”). Pursuant to the Timothy Stead Agreement, Mr. Stead will be entitled to an annual base salary of One Hundred Forty-Four Thousand Dollars ($144,000) and will be eligible for discretionary performance and transactional bonus payments. Mr. Stead will be issued a bonus of six hundred twenty thousand (620,000) shares of the Company's Series A convertible preferred stock upon the closing of the Global Gold transaction. Mr. Stead will also be eligible for a bonus of Fifty Thousand Dollars ($50,000) for each One Million Dollars ($1,000,000) in net profits that the Company receives from the production of the Ekom Eya mine in Ghana. The Timothy Stead Agreement also includes confidentiality obligations and inventions assignments by Mr. Stead.
Thomas Brookes has been involved in the exploration and extraction of natural resources for more than thirty years. Past experience ranges from drilling for oil and natural gas in the Canadian High Arctic to many years prospecting for gold in Northwest British Columbia and the Yukon Territory. Prior to its acquisition by the Company, since June 2011 Mr. Brookes was the Chief Executive Officer of Global Gold, a mining exploration company that secured the operating rights to the Ekom Eya mining concession. From January 2000 through the present, Mr. Brookes has also served as the Chief Executive Officer of Virgin Gold, Inc., a business offering contracting and drilling services based in Inuvik, NWT.
In accordance with the terms of the Purchase Agreement, the Company entered into a three-year employment agreement with Mr. Brookes (the “Brookes Agreement”). Pursuant to the Brookes Agreement, Mr. Brookes will be entitled to an annual base salary of Two Hundred Forty Thousand Dollars ($240,000) and will be eligible for discretionary performance and transactional bonus payments. Mr. Brookes will also be entitled to receive as a bonus 10,000,000 shares of the Company’s common stock (subject to adjustment for stock splits and stock dividends) which shall be issued upon the Company’s receipt of at least One Million Dollars ($1,000,000) in revenues from the production of the Ekom Eya mine in Ghana. Mr. Brookes will also be eligible for a bonus of Fifty Thousand Dollars ($50,000) for each One Million Dollars ($1,000,000) in net profits that the Company receives from the production of the Ekom Eya mine in Ghana. The Brookes Agreement also includes confidentiality obligations and inventions assignments by Mr. Brookes.
10
KAT GOLD HOLDINGS CORP. (FKA BELLA VIAGGIO, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
For the Three Months Ended March 31, 2012 and 2011
The description of the Brookes Agreement does not purport to be complete and is qualified in its entirety by reference to the Brookes Agreement, which is attached as Exhibit 10.5 to this Current Report and incorporated herein by reference.
There are no family relationships between Mr. Brookes and any director, executive officer or person nominated or chosen by the Company to become as director or executive officer. Additionally, there have been no transactions involving Mr. Brookes that would require disclosure under Item 404(a) of Regulation S-K.
Pursuant to the Purchase Agreement, on the closing date, Matthew Sullivan was appointed Assistant Vice President of the Ekom Eya Mine Division of the Company and a member of the Company’s Board of Directors.
Matthew Sullivan has worked with a wide variety of well-established ventures and early stage companies in strategic and business operations with a focus on venture capital and business analysis. Mr. Sullivan was the Chief Financial Officer of Global Gold since June 2011 prior to being acquired by the Company. He has also been the principal of Sullivan & Associates Ltd., a financial consulting firm, since January 2000, and the Chief Operating Officer of Asana International, a global consumer health products company, since October 2011. From May 2007 through February 2012, Mr. Sullivan owned Vandenblumes Cleaning Ltd. and Whiterock Cleaning Inc., two businesses that offer residential and commercial cleaning services throughout Metro Vancouver.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS.
Forward-looking Statements
We and our representatives may from time to time make written or oral statements that are “forward-looking,” including statements contained in this quarterly report and other filings with the SEC, reports to our stockholders and news releases. All statements that express expectations, estimates, forecasts or projections are forward-looking statements. In addition, other written or oral statements which constitute forward-looking statements may be made by us or on our behalf. Words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “project,” “forecast,” “may,” “should,” variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements. We undertake no obligation to update or revise any of the forward-looking statements after the date of this quarterly report to conform forward-looking statements to actual results. Important factors on which such statements are based are assumptions concerning uncertainties, including but not limited to, uncertainties associated with the following:
•
Inadequate capital and barriers to raising the additional capital or to obtaining the financing needed to implement our business plans;
•
Our failure to earn revenues or profits;
•
Inadequate capital to continue business;
•
Volatility or decline of our stock price;
•
Potential fluctuation in quarterly results;
•
Rapid and significant changes in markets;
•
Litigation with or legal claims and allegations by outside parties; and
•
Insufficient revenues to cover operating costs.
The following discussion should be read in conjunction with the financial statements and the notes thereto which are included in this quarterly report. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ substantially from those anticipated in any forward-looking statements included in this discussion as a result of various factors.
Overview
We were incorporated in the State of Nevada on June 6, 2007. On June 4, 2010, we acquired, in a transaction with our parent company, 100% of the mineral rights that our parent company then held in and to Handcamp in exchange for 161,000,000 shares of our common stock. Following our acquisition of there mineral rights, we changed our business model to that of a mineral acquisition, exploration and development company focused primarily on gold properties. On August 26, 2010, our name was changed to Kat Gold Holdings Corp. As of the date of this quarterly report, we have generated no revenues but we have incurred expenses related to the drilling and exploration of Handcamp.
We have no material income and/or assets other than Handcamp and have cumulative losses since inception through March 31, 2012 of approximately $132,500,000. We are a natural resources exploration stage company, formed for the purpose of exploring and discovering mineral properties. We are currently focused on the mining and resources sector and intend to attempt, subject to, among other factors, obtaining substantial financing, to continue to increase our holdings of gold and other precious metals. Our principal objective is to attempt to locate, mine for and sell mineral properties and to take advantage of the increased value of precious metals, and in so doing to become an efficient and profitable, precious metals exploration and mining company. We may also seek to enter into joint ventures with certain major mining companies rather than selling properties. In pursuing this goal, we currently intend to concentrate any funds we are able in the future to obtain, if any, to explore areas that we believe will have mineral resources. Our current plan is to attempt to move forward to the next stage of in-depth exploration, which consists of ground geophysics, trenching and drilling. This phase, we believe, will determine the extent of the deposit along with its value.
12
Plan of Operations
Our strategy is to stake, explore and develop new properties in geologically promising areas and to continue making acquisitions of select properties that have been identified as economically attractive, technically and geologically sound and have significant upside potential.
We intend to build our business through the exploration and development of the existing Handcamp gold property; the acquisition, exploration, staking and development of future gold properties and the acquisition of producing gold properties. We plan to diversify our revenue sources by combining the secure and reliable revenue source of producing gold properties with the potential of gold exploration projects. In addition, we plan to explore and stake new gold properties, acquire development stage gold exploration properties, carry out exploration programs on the acquired properties, and develop any viable gold producing properties that we discover, acquire and are able to pursue, assuming that we are able to raise the requisite financing for such activities. We committed to examining all promising and viable properties that come to its attention with a particular interest in North American properties.
We operate with virtually no capital. Since our acquisition of the mineral rights related to Handcamp, we have funded an exploration program using investment capital from our parent company. We have recently been awarded a grant by the province of Newfoundland and Labrador to, in part, fund our exploration of Handcamp. Under the terms of the grant, the province contributed a sum equal to fifty percent (50%) of our costs of drilling on Handcamp up to a maximum of CDN $100,000. We are presently attempting to raise sufficient funds to purchase new gold properties and fund further exploration. We cannot assure you that we will be able to purchase any gold properties above and beyond Handcamp.
Our ultimate objective is to sell any mineral properties that we have been able to develop to a major mining company, or to enter into joint ventures with it. We expect that such a company, should the opportunity arise, will in all likelihood make the decision whether to enter into a joint venture or to purchase a property in its discretion.
We hope to develop relationships with certain major mining companies that could assist us in implementing our business plan; however, we cannot assure you that any such relationships will ever materialize. We expect that the price of each property will be determined by the anticipated amount and value of minerals it contains. If we are able to acquire a pool of gold assets, our management expects that we would attempt to sell them to a major mining company that would then bring Handcamp into production.
We believe that the stage at which the interest of a major mining company is likely to be elicited is very subjective and subject to numerous facts and circumstances that we cannot predict with any significant confidence. However, we do believe that such companies have in the past become interested in a mining property based solely on the discovery of one promising drill hole having, in the opinion of such mining company, significant potential to contain substantial economic value.
Irrespective of any interest shown by such a company, if any, we do not anticipate that our own activities will extend beyond conducting a preliminary feasibility study, where such a study is defined as having (i) established that a particular mining project appears viable, and (ii) concluded that an effective method of mineral processing can be adopted and is reasonably likely, in the reasonable opinion of a qualified person, to lead to the determination that all or a part of the mineral resource can be classified as a mineral reserve.
We carried out Phase I, the initial phase of exploratory drilling, during the summer of 2010. We have had the core samples obtained thereby analyzed. Based upon that review, management is cautiously optimistic about the results and is currently in the process of determining our next steps.
13
Cash Requirements
We operate with virtually no capital. Since our acquisition of the mineral rights associated with Handcamp, we have funded an exploration program using capital contributed to us by our parent company. We are currently attempting to raise sufficient funds to fund further exploration and estimate that we will require an additional $1,000,000 to fund exploration work on the Handcamp property as well as for working capital. We are in discussions with prospective investors to provide such funding and anticipate that the receipt of such funds would enable us to satisfy our cash requirements for a period of six (6) months. We have no long term debt and have been able to meet our past financial obligations, including operational expenses, exploration expenses and acquisition costs, on a current basis.
In order to finance further exploration beyond the time period discussed immediately above, we believe that we will need to raise a minimum of $1,500,000, which we anticipate would enable us to satisfy our cash requirements for a period of twelve (12) months and complete Phase II. However, we cannot assure you that this amount would be sufficient to enable us to fully fund our anticipated cash requirements during this period. In addition, we cannot assure you that the requisite financing, whether over the short or long term, will be raised within the necessary time frame or on terms acceptable to us, if at all. Should we be unable to raise sufficient funds we may be required to curtail our operating plans if not cease them entirely. As a result, we cannot assure you that we will be able to operate profitably on a consistent basis, or at all, in the future.
None of the above figures refers to the financing that we would have to raise in order to contemplate making acquisitions of any other gold properties. While our business strategy includes acquiring additional gold properties, if possible, we have no present intention to acquire additional properties from our parent company or any other source, in large part because we do not presently have the means to make any further acquisitions. We would have to raise additional financing over and above the sums discussed above in order to contemplate making acquisitions of any additional gold properties.
Going Concern
As of the date of this quarterly report, there is substantial doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow to fund our proposed business.
We have suffered recurring losses from operations since our inception. In addition, we have yet to generate an internal cash flow from our business operations or successfully raised the financing required to develop our proposed business. As a result of these and other factors, our independent auditor has expressed substantial doubt about our ability to continue as a going concern. Our future success and viability, therefore, are dependent upon our ability to generate capital financing. The failure to generate sufficient revenues or raise additional capital may have a material and adverse effect upon us and our shareholders.
Management’s plans with regard to these matters encompass the following actions: (i) obtaining funding from new investors to alleviate our working capital deficiency, and (ii) implementing a plan to generate sales. Our continued existence is dependent upon our ability to resolve our liquidity problems and increase profitability in our current business operations. However, the outcome of management’s plans cannot be ascertained with any degree of certainty. Our financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties.
Liquidity and Capital Resources
We had a cash balance of $3,776 as of the date of this quarterly report. These funds were used to pay vendors of our parent company. Our principal source of funds has been capital contributions supplied by our parent company.
Cash flow from operations .
To date, we have generated no cash flow from operations.
Cash flows from shareholders .
Capital contributions provided by our parent company aggregated $900,351 as of March 31, 2012.
14
Should we be unable to obtain further capital contributions from our parent company or otherwise raise sufficient funds, we will be required to curtail our operating plans if not cease them entirely. Our parent company has extremely limited capital available. We cannot assure you that we will receive further capital contributions from our parent company in the future or otherwise generate the necessary funding to operate or develop our business. Please see “ Cash Requirements ” above for our existing plans with respect to raising the capital we believe will be required.
In the event that we are able to obtain the necessary financing to move forward with our business plan, we expect that our expenses will increase significantly as we attempt to grow our business. Accordingly, the above estimates for the financing required may not be accurate and must be considered in light these circumstances.
Variables and Trends
Other than the current exploration of the Handcamp gold property, we have no operating history with respect to our exploration, acquisition and development of gold properties. However, our parent company and certain of our officers and directors, including Ken Stead and Timothy Stead, have significant mining exploration, acquisition and development experience.
Commitments
As of the date of this quarterly report, our only material capital commitment was the continued funding of the exploration of the Handcamp gold property. We anticipate that any further capital commitments that may be incurred will be financed principally through the issuance of our securities. However, we cannot assure you that additional capital resources and financings will be available to us on a timely basis, on acceptable terms, or at all.
Off Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Critical Accounting Policies
We prepare financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”), which requires us to make estimates and assumptions that affect the amounts reported in our combined and consolidated financial statements and related notes. We periodically evaluate these estimates and assumptions based on the most recently available information, our own historical experience and various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our financial statements.
Business Activities. We have not yet earned any revenue from operations. Accordingly, our activities have been accounted for as those of a “Development Stage Enterprise” as set forth in Financial Accounting Standards Board Statement No. 7, “Accounting and Reporting for Development Stage Enterprises” (“ SFAS No. 7 ”). Among the disclosures required by SFAS No. 7 are that our financial statements be identified as those of a development stage operation, and that the statements of operations, stockholders’ equity and cash flows disclose activity since the date of our inception.
Basis of Presentation. Our financial statements are presented on the accrual basis of accounting in accordance with generally accepted accounting principles in the United State of America, whereby revenues are recognized in the period earned and expenses when incurred. We follow SFAS No. 7 in preparing our financial statements.
Management’s Use of Estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
15
Comprehensive Income (Loss) We adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income,” which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. There were no items of comprehensive income (loss) applicable to us during the period covered in the financial statements.
Long-Lived Assets . In accordance with SFAS No. 144, we review and evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, including those noted above, we compare the assets’ carrying amounts against the estimated undiscounted cash flows to be generated by those assets over their estimated useful lives. If the carrying amounts are greater than the undiscounted cash flows, the fair values of those assets are estimated by discounting the projected cash flows. Any excess of the carrying amounts over the fair values are recorded as impairments in that fiscal period.
Statement of Cash Flows . For purposes of the statement of cash flows, we consider all highly liquid investments (i.e., investments which, when purchased, have original maturities of three months or less) to be cash equivalents.
Fair Value of Financial Instruments
Our financial instruments consist of cash and cash equivalents. The fair value of cash and cash equivalents approximates the recorded amounts because of the liquidity and short-term nature of these items.
Advertising Costs . Advertising costs are expensed as incurred. We do not incur any direct-response advertising costs.
Recent Accounting Pronouncements
We have reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe that any future adoption of such pronouncements will have a material impact on our financial condition or the results of our operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Each of our principal executive and principal financial officer has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a - 15(e) and 15d - 15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of the end of the period covered by this quarterly report. Based on their evaluation, each such person concluded that our disclosure controls and procedures were not effective due to material weaknesses in our internal control over financial reporting that applied as of December 31, 2011 and continued to apply as of March 31, 2012. Our management intends, during the 2012 fiscal year, to design and implement processes and procedures that will provide reasonable assurance regarding the reliability of our financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Changes in Internal Control over Financial Reporting . Our management has evaluated whether any change in our internal control over financial reporting occurred during the last fiscal quarter. Based on that evaluation, management concluded that there has been no change in our internal control over financial reporting during the relevant period that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
16
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND 8K
(a) Documents furnished as exhibits hereto:
Exhibit No.
Description
31.1.
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Label Linkbase Document
101.PRE
XBRL Taxonomy Presentation Linkbase Document
17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
KAT GOLD HOLDINGS CORP.
May 15, 2012
By:
/s/ Kenneth Stead
Kenneth Stead, Chief Executive Officer
(Principal Executive Officer)
May 15, 2012
By:
s/ Matthew Sullivan
Matthew Sullivan, Chief Financial Officer
(Principal Accounting Officer)
18
Exhibit 31.1
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
I, Kenneth Stead, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Kat Gold Holdings Corp. for the quarter ended March 31, 2012, as filed with the Securities and Exchange Commission on the date hereof;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 15, 2012
s/ Kenneth Stead
Kenneth Stead,
Chief Executive Officer
Exhibit 31.2
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
I, Matthew Sullivan, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Kat Gold Holdings Corp. for the quarter ended March 31, 2012, as filed with the Securities and Exchange Commission on the date hereof;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 15, 2012
s/ Matthew Sullivan
Matthew Sullivan,
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. Sec.1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Kat Gold Holdings Corp. (the “ Company ”) on Form 10-Q for the period ended March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “ Report ”), each of the undersigned, Kenneth Stead, Chief Executive Officer of the registrant and Matthew Sullivan, Chief Financial Officer of the registrant, certifies, pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge that:
1.
The Report on Form 10-Q fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
This certificate is being made for the exclusive purpose of compliance by the Chief Executive Officer and the Chief Financial Officer of the Company with the requirements of Section 906 of the Sarbanes-Oxley Act of 2002, and may not be disclosed, distributed or used by any person or for any reason other than as specifically required by law.
Date:
May 15, 2012
By:
/s/ Kenneth Stead
Name: Kenneth Stead
Title: Chief Executive Officer
Date:
May 15, 2012
By:
s/ Matthew Sullivan
Name: Matthew Sullivan
Title: Chief Financial Officer
First six years ago the government gave the Co Op what I believe to be a great gold property
Then the government gave the Co OP 2 MILLION FOR ELECTRICITY!
Now they built them a nice road that ends at the Ekom Eya
IMO the Ekom Eya is a destination!
This is a Noble map but government road
they would have gone closer to grasshopper I think if Noble built it.
Road goes to Ekom Eya from town of Bibiani
No need to worry lol
yes the Noble Mie is on the West side of the Town as well
As Gold goes higher the mineable grade goes lower
last paragraph.
", further increases in gold prices should produce additional ore
reserves,"
The only way I can see a " ore
reserves" going up due to ''further increases in gold prices" is because as the price goes up the GRADE that is mineable goes down.
Using this simple logic is how and why old Gold Mines that were producing when gold was 33- 400 like the Bibiani N. Mine now become viable producers again as Gold is now 1.600 per ounce and in my opnion going much higher. http://www.nobleminres.com.au/live/wp-content/uploads/2012/01/SEMS-BIBIANI-Reserve-Update_Final_24June2011.pdf
What Chief on this list is the Father of the P.M.?
What is his name because the PM in the Video is not from Bibiani.
Traditional Administration
The traditional administrative structure within the district is a three-tier system. At the top of the hierarchy is the paramount chief (Omanhene) followed by the divisional chiefs and the sub-chiefs. There are three paramount chiefs in the district, namely, Anhwiaso, Chirano and Sefwi Bekwai. Each paramouncy has five key divisional chiefs, namely left wing (Benkum), front-guard (Adonten), rear guard (Kronti), home guard (Gyase) and right wing (Nifa). Though the traditional administrative machinery has not been fully integrated into the district assembly administrative structure, it provides a viable administrative channel through which development programmes are initiated and implemented.
The District Assembly having realized the relevance of the traditional authority in development, has integrated the Traditional Council made up of the various of the paramount chief and the various sub-chiefs within the district into the structure of the District Assembly. They are involved in development issues and other relevant matters within the district. http://bab.ghanadistricts.gov.gh/?arrow=atd&_=135&sa=2800
FYI EKOM EYA WAS CREATED YEARS BEFORE NOBLE CAME TO AFRICA.
"Now as far as Assessments...
NOBLES report dated 2010 and 2011...
May dispel the propaganda as to why they let this go.
Read the report. It's all in the SEMS Abe! "
All of the MAJOR MINERAL COMPANIES operate in places where the leaders do not wear a halo on their head.
REAL WORLD!
Gold producers go where the GOLD is
Is he the Son of the Bibiani Chief or not?
I only care about the Bibiani
I only care about the Co-Op Kat is a partner with
I only care about the Cheif of this CO-Op
I could care less about a phone company in NYC
We live in the real world and in the REAL WORLD BEING CONNECTED TO THOSE WHO MAKE THE RULES (GOVERNMENT) IN MY BOOK IS A GOOD THING!
Welcome to the real world.
I think if the Ekom Eya is exactly as Kat says
A half a billion dollar resource (And Ashanti Goldfields records prove that)
And this resource is truly at a 6% grade
With no overburden at the surface
We more than good!!!
http://sphotos.xx.fbcdn.net/hphotos-ash3/577650_403620469668673_100000621705094_1260394_440492806_n.jpg ">http://sphotos.xx.fbcdn.net/hphotos-ash3/577650_403620469668673_100000621705094_1260394_440492806_n.jpg " />
After reading that post I thought if the head oF BHP GAVE UP LIKE THAT THEIR WOULD BE NO OLYMPIC DAM
As you may know they too struck out on the first few drill holes.
Olympic Dam The largest multi-mineral orebody in the world.
I think that the investors will see (all) the data Ashanti Goldfields had on the Bibiani North underground Mine.
Ashanti Goldfields was after all the second largest Gold Producer in the World.
https://docs.google.com/viewer?a=v&q=cache:GQ54QMPJ1MEJ:www.anglogoldashanti.co.za/NR/rdonlyres/91B74CA5-8170-4C66-B5A0-0B43D9C05C81/0/AngloGoldAshantiCompanyHistory.pdf+&hl=en&gl=us&pid=bl&srcid=ADGEESiU0ZYhRfCPPZnHYAXv5UVOfvM5wsF-5PV2Ybx0B624-o-pMK-l-xpx2x-K8ngQwX9RXwgq8yOaCgwhu_L6xzOmO2DrSUxcovblITQOSgxyFxVCNBT98juldX_mnpMAVtcJWwWr&sig=AHIEtbQx7rbxAST9F9Xzsc8vSlqJDON8bw
And was also listed on the NYSE.
http://en.wikipedia.org/wiki/Ashanti_Goldfields_Corporation
The drill data Kat has does not come from a flunky corporation.
Would a potential investor believe NYSE Listed Ashanti Goldfields?
I believe that they would.
Sorry eefland
Kat longs now own two stocks!
WE LONGS HAVE THE VALUE OF BOTH!
some times even I forget this fact
they will now recive one share free for every three
and it used to be one for every four
we did better (if you held)
now they acquired a open (yes locals have it open) running producing gold mine :)
Here what you have stumbled apon is the real reason that the Ghana Government created the Ekom Eya in the first place
"With the price of precious metals surging on the world market, Ghana is experiencing a new gold rush as more people try and get access to its most famous export. Unfortunately, much of that effort revolves around unlicensed - and hence illegal - mining operations, known locally as galamsey"
http://www.aljazeera.com/programmes/africainvestigates/2011/11/2011113071310331931.html
Rather than simply JAIL a growing % of it's population for earning a living for wanting to feed their familys working in "galamsey" the Government gave the Cheifs Ashantis old Underground mine
Now this Co-Op has partnered with Kat to DO IT RIGHT!
This will not only make a sizable profit for the Ekom Eya people and their partner KAT GOLD
But I believe (doing it right with the proper equipment) it will actualy save lives as well
Show me where Noble shut down due to rain or plans to
Show me where Ashanti shut down due to rain or plans to
DID NOT HAPPEN
Show me where is states Kat will work less than 12 months a year
This aint a alluvial river lol
http://www.katexploration.com/PressReleases/Business_Summary_Kat_Gold_Holding_Corp.pdf
Show me where is states NOBLE will work less than 12 months a year http://www.nobleminres.com.au/projects/bibiani/
Ekom Eya was created looooooong before Noble got the Bibiani in 2009
"AFTER NOBLE ASSESSED the area"
Again verrrry misleading
http://www.accessmylibrary.com/article-1G1-189590954/gh2-2million-life-line.html
November 2008 articles
Gh2.2million Life-Line for Bibiani Small Scale Miners.
Public Agenda | November 21, 2008 | Copyright
Byline: Oppong Baah
The Ekom Eya Cooperative Small Scale Miners at Bibiani in the Western Region, have received a loan facility at GH¢2.2million from the government.
The amount is to enable the miners extend electricity supply to their working site to off-set huge costs incurred through the use of diesel generators and purchase needed equipment.
They had earlier obtained a 24.79 acre land acceded by Anglogold Ashanti through the intervention of the government.
This is the first time in the history of the country that small scale or artisinal miners have received such assistance from the government.
In an interview with Public …
SN-Y is a alluvial operation working on a river
It is not even on the Bibiani!!!!!!!!!
Show me proof Noble shuts down during the rain!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!
Very misleading!
Not some SN-Y link lol too funny
Chief of the Bibiani does not like or trust Noble
What makes matters worse for Noble is the Chief of Bibiani has requested the mining license at Bibiani be subject to re-entry and was quoted as saying ” I formally request that the CAG mining license be subject to re-entry and that a Corporation of our choice be the company that aggressively restarts mining operations so that the people of Bibiani benefit from the management of our mineral endowment.” http://mobile.ghanaweb.com/wap/article.php?ID=198535
I will not speculate here that Kat could end up with the entire Bibiani but the Chiefs are the old Kings of this land and they obviously like Kat and still hold much power
WOW sounds like they have a GOLDEN COAST and the government wants a cut of the action
I believe this is how the Ekom Eya Chiefs got the Government to set aside this high grade gold property
Yes Bibiani has very high grade Gold
http://www.miningweekly.com/article/high-grade-drilling-results-from-bibiani-2012-04-13
Kat states that it's overall grade is 6% and Nobles is under 2%
Before Ghana had elected officials the Chiefs were like the Kings
Kat as you know has "partnered" with the Chiefs / Co-Op
Noble did not treat the Chiefs like Kat has, Noble won't even
QUOTE: "Noble is not welcome on the Chiefs land" http://mobile.ghanaweb.com/wap/article.php?ID=198535
Noble is no friend of Ekom Eya and is not even hiring workers from the Town of Bibiani, their bringing in their own help.
THE EKOM EYA
This is a one-of-a-kind event
As in it never happened before!
I believe the Ekom Eya chunk of the Bibiani is what Kat states that it is
I could speculate that this "partnership" with the old Kings / Chiefs could get Kat special tax deals
but I won't till that is a reality
I would however point out what happened with the Ekom Eya has never been done before
(ONE OF A KIND)
You paid for Handcamp stage 2 and stage 3 out of nine months of income this year!
WOW
How fast did you expect those drill programs were going to take place?
Corporate Tax
Main rate: 25%
Resident comp http://www.ghana.alloexpat.com/ghana_information/taxation_in_ghana.php
Opportunity is Knocking at the Door
Sadly some will be misled and think someone at the door is wanting Dave
They will sadly reply
"Dave is not home man."
And thus they will miss the Kat Train as it leaves the Station
FIFTY TWO MILLION A YEAR do the math
"Forecasted annual production on the main deposit is estimated to be 33,000 ounces."
7 million needed to mine a half a billion resource at fifty two million a year!
Subtract 33 percent for taxes and the Co-Op partners is still 35 million left
Enough left over to pay the taxes and cut in the Ekom Eya Co-Op!
not to worry k.
If you read the PDF you will see that much of the equipment purchase will be made from Africa local
Other large equipment will come from Australia
The plan that way is some mining will get started right away and a larger operation will happen when the equipment from Australia arrives.
LOGICAL AND SMART
"Operational Rollout
This budget would allow KAT Gold to go into production on the tailings & waste dump as well
as locate & purchase good equipment to be used for processing the main ore body at launch.
There is an expected 6 month wait time between placing the order of the In-line leach
reactor (made by Gekko in Australia) and receiving the equipment. In the interim, KAT Gold
will use a CIL reactor and additional equipment (sourced in Africa) to work the tailings &
waste dump. Processing of the Tailings & waste pile will occur within 3 months of raising
capital and then shifted to the main ore body as further equipment arrives & is set up. The
mining equipment to be acquired:
http://www.katexploration.com/PressReleases/Business_Summary_Kat_Gold_Holding_Corp.pdf
Equipment Budget
Heavy Equipment
2 Caterpillar 330DL Excavators @ $465,000 each. $930,000
1 D8T Crawler Bulldozer $695,000
1 980H Wheel Loader $475,000
1 963 Crawler Loader $225,000
Miscellaneous Heavy Equipment $125,000
Crushing and Grinding Equipment
1 SBM 100-120 Mobile Crushing and Screening Plant $418,000
1 SBM Hammer Mill $248,000
3 X 50' Conveyors $180,000
Miscellaneous Crushing and Grinding Equipment $140,000
Gravity Recovery Equipment
1 Goldfield Engineering 'Alaskan' 100yph Gold recovery system $240,000
3 Holman/Wilfly 16' Mineral Tables $114,000
Miscellaneous Recovery Equipment $135,000
Vehicles
2 Volvo 6X6 Ore trucks $300,000
3 Nissan 'Hardbody' Pick-ups $90,000
1 General Duty Service Truck $72,000
Generators
1X100kva Perkins Diesel. $35,000
1X 50kva Perkins Diesel $28,000
Miscellaneous small generators $15,000
Pumps
2X 8"X6" Diesel Pumps $60,000
Miscellaneous small pumps $22,000
Miscellaneous Hoses and Fittings $8,000
Man Camp
1X 20 Man Camp, Complete. $125,000
Cost of Financing
Brokerage Fees, Financing Costs, Legal, Accounting etc
SO WHAT
LIKE US THEY ARE JUST GETTING STARTED
AND DISCOVERED
remember just a couple months ago they were simply a exploration company
I think the entire area will be buzzing
I DO NOT AGREE
http://www.infomine.com/index/pr/PB182042.PDF
http://www.nobleminres.com.au/live/wp-content/uploads/2012/05/Mining-and-production-update_FINAL_10052012.pdf
"36kg Gold Poured at Bibiani
· Second gold pour at Bibiani in the month of April
· Total gold poured now in excess of 1,000oz to date
· Final stages of commissioning of Bibiani plant proceeding well
Noble Mineral Resources Ltd (ASX: NMG) is pleased to announce that it has completed the second
gold pour at its Bibiani Gold Project in Ghana. The total weight of the two bars (pictured below) is
approximately 36kg." http://www.infomine.com/index/pr/PB182042.PDF
Vale in November of 09 surrounded Kat's property at that time Vale was not only on topic but in the I Box and stickeys
Long Long before any ''ink''
http://investorshub.advfn.com/uimage/uploads/2010/1/27/rskxhClaims_Visuals.JPG
Noble discusses the Ekom Eya and the Co-Op in it's material
Kat discusses Noble and it's part of the Bibiani in it's material
The Kat property is surrounded by Noble
just the same as Vale surrounded the Lucky
Both are part of the Bibiani
Both Kat and Noles property were owned by Ashanti Goldfields a NYSE listed company!
Both are part of the same deposit
Shared historic data
" When Noble inks some sort of deal with Cheech and Chong (Ken and Tim), maybe Noble will be on topic, like Vale used to be."
Noble is on topic!
That's the exciting part!
"Neither BVIG nor KATX has ever mined anything anywhere"
Until recently neither has Noble :)
But that's all changed now has it not!
https://www.google.com/webhp?rlz=1C1GGGE_enUS442US442&sourceid=chrome-instant&ie=UTF-8&ion=1#hl=en&gs_nf=1&gs_mss=Noble%20secon%20gold%20pour&tok=jZdjWpM-1ZMGkJC02qUWFw&cp=22&gs_id=h&xhr=t&q=Noble%20second%20gold%20pour&pf=p&rlz=1C1GGGE_enUS442US442&sclient=psy-ab&oq=Noble+second+gold+pour&aq=f&aqi=&aql=&gs_l=&pbx=1&bav=on.2,or.r_gc.r_pw.r_qf.,cf.osb&fp=356e729b7a15c7f0&ion=1&biw=1280&bih=675
your move
I find it funny how some try to make mine waist dumps sound like a bad thing
"The Kaltails project was established to reprocess and move tailings dumps from the Boulder and Lakewood areas of the city of Kalgoorlie. The operations ceased in September 1999 and had been ongoing for just over a decade. The tailings dumps were hydraulically mined, reprocessed and stored in an engineered impoundment located 10km south east of Kalgoorlie. From the 60 million tonnes of tailings mined 695,000 ounces of gold was recovered by Carbon-in-Circuit (CIC) and Carbon-in-Pulp (CIP) leach and absorption circuits (Kaltails 1998; Normandy 1998)"
http://www.tailings.info/kaltails.htm
Check the PDF their is a mining permit in place
Neither of us know what other info potential investors will see that Kat has
I forgot the Government also gave them Juce!
electricity has been extended to the site "quite recently" .....
Quote:
The balance of the resource estimate of 1,380,887 tons @ 6.0g/t represents a potential 266,380 ozs. This can best be accessed by an open pit operation. Thereafter, underground development and mining could be undertaken to access the deeper unexplored ore body. Favourable topography and the virtual absence of overburden over much of the permit is a key benefit in assessing the approach to the workings as well as minimising extraction costs. The national electricity grid has been extended to the site quite recently and the proximity of the site to Bibiani township (about 7km), a district capital with good infrastructure and social amenities, are all additional advantages for a future mine site.
Page 12
http://www.katexploration.com/PressReleases/Business_Summary_Kat_Gold_Holding_Corp.pdf
And this is why the Co-op is partnering with Brookes and KAT (Not NOBLE)
http://mobile.ghanaweb.com/wap/article.php?ID=198535
Kat. has a plan to get them out of the Stone Age, I read it, I like it, and I believe it will work.
After many many hours of DD and links both Tink and I have provided, to all the reasons to be positive about this golden opportunity.
"Hilarious !!!!!!!!!!!!!"
Why?
Do you it find it "Hilarious" that Africans are trying to EARN a living?
Or do you find it "Hilarious" that they obviously need funding?
Or do you find it "Hilarious" that they are obviously are wasting Gold by not using the state of the art equipment and instead simply using miners moss or simply carpet with that small alluvial operation?
You know, all the equipment Kat said is needed.
These poor people first had there forefathers abducted and sold in to slavery (for centuries)
http://en.wikipedia.org/wiki/History_of_Ghana
Then their mineral wealth was taken from them by the so called civilized world
Those who survived have worked in abject poverty for centuries
Then they WON THEIR INDEPENDENCE FROM THEIR FORMER SLAVE MASTERS AND THOSE WHO STOLE THEIR WEALTH IE THE BRITS!
Then (for the first time) the Ghana Government gave them (what I believe) to be a great Golden Property
Not a hand out
but
A hand up!
I for one do not and refuse to not find any of this "Hilarious !!!!!!!!!!!!!"
Instead I salute them
I salute the Chiefs
I salute the Co-Op
I salute the Ghana Government for this great gift
And I salute Kat and Ken for finding this great opportunistic venture that I believe will profit Kat Gold and it's loyal shareholders along with the (what I believe the most abused population on the planet) it is they after all who it is did not give up!