RemSleep Holdings Inc (RMSL)

[Kadin]

There are Spin-Off requirements...

A spin-off occurs when a parent company distributes shares of a subsidiary to the parent company’s shareholders such that the subsidiary separates from the parent and is no longer a subsidiary.

In particular, the subsidiary shares (the shares distributed to the parent company shareholders) do not need to be registered 'if the following five conditions are met': (i) the parent shareholders do not provide consideration for the spun-off shares; (ii) the spin-off is pro-rata to the parent shareholders; (iii) the parent provides adequate information about the spin-off and the subsidiary to its shareholders and to the trading markets; (iv) the parent has a valid business purpose for the spin-off; and (v) if the parent spins-off restricted securities, it has held those securities for at least one year.

These shares are being registered and the Company, Kat Gold Holdings, will be a reporting company...

Likewise, although there are numerous purposes that would not be valid, the SEC specifically lists the following as not valid: (i) creating a market in the spun-off securities without providing adequate information and (ii) creating a public market in a shell or 'development stage company.'

Kat Gold Holdings has stated in their filings they are a 'Development Stage Company.'


Spin-Offs
In a "spin-off," a parent company distributes shares of a subsidiary to the parent company's shareholders. The shares are usually distributed on a pro rata basis and the subsidiary becomes a separate company. State law and the rules of the stock exchanges determine whether a company must seek shareholder approval for a spin-off.

A subsidiary does not have to register the shares of the spin-off under the Securities Act of 1933 if it meets certain conditions. One of the conditions requires the parent company to provide adequate information about the spin-off to its shareholders and the trading markets.

But when registration is required, the subsidiary must file a registration statement with the SEC. In these situations, the SEC's Division of Corporation Finance may examine the registration statement to determine whether it complies with our disclosure requirements.

Please note, however, the SEC does not evaluate the merits of the spin-off, nor do we determine if the securities offered are "good" investments.

For more information about spin-offs, please read the SEC's Division of Corporation Finance staff legal bulletin.



http://www.sec.gov/answers/spinoffs.htm


If the Company did not need SEC and FINRA approvals it would have been a done deal 2 months ago!