RemSleep Holdings Inc (RMSL)

[Kadin]

Alan...The SEC sets 'standards for disclosures'

FACT...KATX is a Failed Business...OTC STOP!

As per SEC filings...Kat Exploration will no longer be a reporting company! Hence the OTC STOP!

http://www.otcmarkets.com/stock/katx/quote


Conclusions are based upon FACTS...

Company Disclosures AND events are per the SEC who sets the 'standards for disclosures'...

Company performance is based upon the results...
Obvious FAILURES!

Conclusions valid and/or viable are based upon the evidence!


What have you have provided?

The statements in your post are generic and do not explain the reasons for the Spin-Off nor do you expound upon how this will affect investors.

To reiterat the contents...

Quote:
__________________________________________________________________

Cautionary Statements are made because of possible changes like the distribution to spin-off change.

All are continually warned of changes - dangers - situation changes - environment changes - market changes - cash issues - profitability concerns - SEC concerns - Problems with the S-1 and concerns there is an effort to discredit the management and properties -

BVIG Kat Gold and KATX Kat Exploration are speculation stocks (spec) high risk / high reward
__________________________________________________________________


The issue regarding Kat Exploration no longer reporting is something investors have overlooked and how this will have a negative impact...


"Kat Gold will after the Spin-Off remain a reporting company under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) and continue to make periodic and other filings with the Securities and Exchange Commission (the “ Commission ”) while Kat Exploration will not, despite its shares being publicly traded, be a publicly reporting company under the Exchange Act."


http://investorshub.advfn.com/boards/read_msg.aspx?message_id=74812811


The Spin-Off is due to 'Operational Losses' and the Company's need for structural reorganization...

No Spin-Off will cure the problems that will arise from additional DILUTION through complex capital structures and Regulation S.

No reporting mechanism will come close to describing or measuring the risks involved.

Unfortunately for investors the damage is done.

FACT...
Any dividend shares distributed to shareholders are not a result of profits so investors will not reap any rewards.

FACT...
No cash is generated by this distribution.

FACT...
One important point for investors to remember is that parent companies will often do this in order to separate themselves from legal liabilities or BAD DEBT<<<<< (HINT)

FACT...
Shareholders who receive shares in the spin-off entity will often quickly get rid of these shares since this is a form of DILUTION which has the effect of decreasing share value.


FACT...
Ken's Plan...
A way to write-off DEBT and create an new image of hope...

FACT...
The solution...
Sell off assets to Kat Gold Holdings Corp.

FACT...
The problem(s), ALL of the ABOVE and...
This debt is more than the company failures and can be considered more than a "paper loss" for investors whereas Ken may recover losses in a few years while paying himself and Corporate in the interim.

FACT...
The Spin-Off is designed to Increase the number of shareholders of Kat Gold Holdings via DILUTION...


From the S-1...
http://sec.gov/Archives/edgar/data/1412126/000139390512000164/bvig_s1.htm

"In the opinion of our management - which is very similar to the management of Kat Exploration, our parent company - the principal benefit of the Spin-Off is that it will benefit the stockholders of both Kat Gold and Kat Exploration by increasing the number of holders of our common stock, which management believes could enhance the liquidity of our shares. Our management does not believe that prospective investors would ever be interested in trading in securities of a company that is virtually wholly owned by another entity. In addition, our management believes that the Spin-Off will benefit the stockholders of Kat Exploration since spinning off the shares of our common stock will enable the stockholders of Kat Exploration to increase or decrease their level of participation in our business by varying their level of investment in us separate from Kat Exploration in addition to contributing to a greater interest in our shares of common stock by analysts and market makers who will be better able to evaluate our business separate and apart from that of our parent company."

What are shares of our company worth?

The value of our shares will be determined by their trading price after the Spin-Off is effected. We do not know what the trading price will be and we can provide no assurances as to the value of such shares, if any.

We do not expect to generate revenues in the foreseeable future.

We are now an exploration stage company; therefore, we anticipate that we will continue to incur increased operating expenses into the foreseeable future without realizing any revenues. Consequently, we expect to incur significant losses into the foreseeable future. If we are unable to raise additional funding, we will not be able to continue our operations.


There may be future dilution of our common stock and current shareholders will experience immediate dilution.

"If we sell additional equity or convertible debt securities, those sales could result in additional dilution to our shareholders. Our recent acquisitions of properties involved the issuance of a substantial number of shares of our common stock. Future issuances of common stock as consideration for future acquisitions will cause such shareholders to suffer dilution."

..."we cannot assure you that the members of our board of directors and management would act in our and our stockholders’ best interests"...

"We have no established source of revenues, have incurred losses since inception, have a working capital deficit and are in need of capital to grow our operations so that we can become profitable. Accordingly, the opinion of our auditors for the years ended December 31, 2011 and December 31, 2010 is qualified subject to uncertainty as to whether we will be able to continue as a going concern. This may negatively impact our ability to obtain additional funding that we may require or to do so on terms attractive to us and may negatively impact the market price of our stock."

"We are authorized to issue up to 500,000,000 shares of our common stock and 5,000,000 shares of our preferred stock, the issuance of which could, among other things, reduce the proportionate ownership interests of current stockholders; in addition, we issued 296,000,000 shares of our common stock in connection with acquisitions."


Risks Related to the Spin-Off...


The market value of the shares of our common stock received in the Spin-Off may decline.


"After the Spin-Off is completed, holders of our parent company shares will hold common stock of both our company and our parent company. We cannot assure you that the public market for our common stock will be similar to the public market for the common stock of our parent company which, though illiquid, is considerably more liquid than is the market for our common stock. Ultimately, the value of our common stock will be determined in the trading markets and will be influenced by many factors, including our operations, the growth and continuation of our proposed business, investors’ expectations of our prospects, trends and uncertainties affecting the industry in which we operate, future issuances of our capital stock and general economic and other conditions. The market value of our common stock after the Spin-Off could be less than its market value before the Spin-Off. Further, the aggregate market price of our common stock and that of our parent company could be less than the present market value of either our common stock or the common stock of our parent company."


Under Regulation S...

Companies do not have to register stock they sell outside the United States to foreign or "off-shore" investors.

When a company uses this Rule, it's a legal loophole which inturn causes a flood of unregistered stock into the U.S. and that eventually causes the price to plummet, leaving unsuspecting U.S. investors with enormous losses.

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=75486332


8-K...
http://www.sec.gov/Archives/edgar/data/1412126/000139390512000185/katg_8k.htm

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

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.


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.


Ssso...
Investors can continue to blissfully ignore the FACTS or be taken for ride on 'another' Train Wreck!