RemSleep Holdings Inc (RMSL)

[RussianJudge]

http://ih.advfn.com/p.php?pid=nmona&article=43989056&symbol=NB^BVIG

NOTE 5 MATERIAL EVENT (PURCHASE OF HANDCAMP PROPERTY)

During the six months ended June 30, 2010, the Company acquired (the “Acquisition”) 100% of “Handcamp,” a gold property, from Kat 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 Kat on June 4, 2010, and the remaining 96,000,000 shares of its common stock will be issued as soon as reasonably practical after August 12, 2010.

The shares were valued at $0.70 per share, the closing stock price on the date of the closing, resulting in recorded goodwill $112,700,000. The Company’s management reviewed this potential long-lived asset and determined that the carrying amount may not be recoverable due to unexpected future cash flows being an uncertainty. Thus, an adjustment to write down the asset on such date was recorded.

NOTE 6 MATERIAL CONTRACTS

Kat has entered into a Diamond Drilling Contract dated February 24, 2010 in which Cabo Drilling (Atlantic) Corp. provided certain drilling at the Handcamp property. The contract covers various rates, which in the opinion of management represent market value rates, for mobilization and demobilization, overburden penetration (pipe and casing), core drilling, surveys and tests, etc. A security deposit of $10,000 is to be made prior to commencement of mobilization according to the contract.

NOTE 7 SUBSEQUENT EVENTS
Subsequent to June 30, 2010, shareholders owning a majority of the 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.

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ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS.



General
Kat Gold Holdings Corp., f/k/a/ Bella Viaggio, Inc. (the “ Company ”) is a development stage company that was incorporated on June 6, 2007, in the state of Nevada. The Company has never declared bankruptcy, it has never been in receivership, and it has never been involved in any legal action or proceedings. Since its inception, the Company has not, other than as described below, made any significant purchases or sales of assets, nor has it been involved in any mergers, acquisitions or consolidations and the Company has no subsidiaries. The Company’s fiscal year end is December 31. The Company has not had revenues from operations since its inception and/or any interim period in the current fiscal year.
The Company’s shares of common stock are quoted on the Over-the-Counter Bulletin Board (“ OTC BB ”). Management believes having its common stock quoted on the OTC BB may provide it increased opportunity to raise additional capital for its proposed business development. However, there can be no guarantee or assurance the Company will be successful in obtaining additional capital. To date there is an extremely limited public market for the Company’s common stock. There can be no guarantee or assurance that a public market will ever exist for the common stock. Failure to create a market for the Company’s common stock would likely result in a complete loss of any investment made in the Company.

Company Overview
The Company has no material income and/or assets (other than the Property discussed below) and has cumulative losses from its inception through June 30, 2010 of approximately $113,000,000. The Company is a natural resources exploration stage company, formed for the purpose of exploring and discovering mineral properties. The Company is currently focused on the mining and resources sector and intends to attempt, subject to, among other factors, its ability to obtain substantial financing, to continue to increase its holdings of gold and other precious metals. The principal objective of the Company is to attempt to locate, mine for and sell mineral properties. It is the Company’s objective to attempt to take advantage of the increased value of precious metals and to generate joint venture clients, and in so doing to become an efficient and profitable, precious metals exploration and mining company. In pursuing this goal, management of the Company currently intends to concentrate any funds it is able in the future to obtain, if any, to explore areas that management believes will have mineral resources. Management’s current plan, subject to other items such as obtaining sufficient capital for the operation of the Property, is to attempt to move forward to the next stage of in-depth exploration, which consists of ground geophysics, trenching and drilling. This phase, management believes, will determine the extent of the deposit along with its value.


The Property
On June 4, 2010, the Company acquired 100% of “Handcamp,” a gold property (the “ Property ”). The Property is located approximately 20 miles north of Badger, central Newfoundland and 6 miles northeast of an abandoned copper mine. Abandoned logging roads run through the Property, which the Company believes will allow for accessibility and mobility of heavy equipment. One 50-yard wide mineralized zone lies within a strata-bound (rock layers) structurally complex zone which lies near a major east-directed thrust within the Roberts Arm Group (volcanic rocks) and is reflected in folding, shearing (fracturing) and mylonite (fine-grained, compact rock) development. Superimposed on the volcanogenic sulfide mineralization is epigenetic (formed after the rocks were laid down) disseminated gold mineralization. The Company believes that the optimal sulfide mineralization is associated with sericite schist (rocks formed under high temperature and pressure) with veinlets and dissemination (finely spread minerals) having been traced over a strike length of almost a mile.

1700 soil samples were collected by representatives of the Company along the grid, which were assayed for gold and base metals indicating what management of the Company believes to be promising results. Rock samples were collected over the prospected areas with numerous samples showing significant mineral content with some gold numbers reaching a high of 158 grams per ton gold, 94 grams per ton and gold, 82 grams per ton gold, along with excellent zinc, copper and silver numbers (massive to semi-massive sulfides). A chip sample was cut over the main Property’s gold deposit that shows an average of 7.1 grams per ton gold over 27feet.