KAT Exploration Inc (KATX)

[Kadin]

mappo..KATX investors only own 7.4% of BVIG.

Read the SEC filings and support your statement with links.

The 'Accounting' was 'Amended' in the BVIG S-1/A... dated July 6, 2012...

Percentages modified accordingly...
Kat Exploration will own 7.4% vs 12% (see excerpts)

S-1...

"Immediately following the Spin-Off, Kat Exploration will own 34,525,306 of our shares of common stock, or approximately 12% of all our issued and outstanding shares of common stock."


S-1/A...

" Immediately following the Spin-Off, Kat Exploration will own 34,525,306 of our shares of common stock, or approximately 7.4% of all our issued and outstanding shares of common stock."



Furthermore the reasons for the Spin-Off...

Modifications providing more clarity...

Enable Kat Gold to use stock more efficiently as an acquisition currency. The ability to expand through selective acquisitions and partnerships is expected to be important to Kat Gold’s success. Management believes the Spin-Off will enable Kat Gold to use its own stock more effectively as currency in acquiring, merging and otherwise making strategic investments in or partnering with other companies, for the following reasons:

(a) Kat Gold believes its shares of common stock are presently not of great value as acquisition currency due primarily to the fact that it is a majority-owned subsidiary; as a subsidiary of Kat Exploration, Kat Gold has no control over its destiny. As a result of the Spin-Off, however, Kat Gold will control its own destiny; Kat Exploration shareholders after the Spin-Off will have a direct claim against Kat Gold’s assets (versus indirectly as shareholders of its parent, Kat Exploration) and direct voting rights concerning its governance.

(b) Currently, there is a relatively illiquid public market for Kat Exploration common stock (traded on the OTC Pink Sheets) and a highly illiquid public market for Kat Gold common stock (quoted on the OTC BB). There are far more stockholders of Kat Exploration than there are of Kat Gold, which will no longer be the case after completion of the Spin-Off. Shares of our common stock issued in the Spin-Off will be freely transferable, except for shares received by those stockholders who may have a special relationship with, or are affiliates of, Kat Gold. While Kat Gold hopes that this greater number of shareholders, as well as the other factors discussed in this section, will increase interest in its shares of common stock, Kat Gold cannot assure investors as to the price at which its common stock (or that of Kat Exploration) will trade. The trading prices of Kat Gold common stock after the Spin-Off may be less than, equal to or greater than the trading price of the restructured Kat Exploration and Kat Gold stock in the aggregate before (or after) the Spin-Off.

(c) As referred to elsewhere in this prospectus, Kat Gold recently acquired Global Gold Corporation, a gold development property located in Ghana. Kat Gold expects that this acquisition could contribute to greater interest in Kat Gold on the part of the investment community. While not directly related to the Spin-Off, Kat Gold believes that this acquisition could, if the investment community were to elicit interest in Kat Gold, complement the expected effects of the Spin-Off in increasing the liquidity of our shares of common stock.


Additionally, to clarify how Kat Gold Holdings acquisition of Global Gold materialized review the filings which show the paper trail; these companies cross-own shares among each other (ie, the 'Unregistered Shares' from the sale of Handcamp to BVIG). These shares 'Once upon a Time' belonged to KATX.

Now they're here...

S-1/A...

Our board of directors has the ability, without seeking stockholder approval, to issue additional shares of our common stock in the future for such consideration as our board of directors may consider sufficient. The issuance of additional shares of common stock and/or preferred stock in the future would reduce the proportionate ownership and voting power of the shares of our common stock held by our existing stockholders. In addition, we issued 296,000,000 shares of our common stock to our parent company when we purchased Handcamp and an additional 161,000,000 shares of our common stock when we acquired Global Gold. These issuances significantly diluted the ownership interest of our present stockholders.



That said...

The purchasers of unregistered securities (which Ken provided) immediately short sell the common shares and cover their short positions with the Regulation D and Regulation S securities later. Some of these securities carried conversion privileges that can convert unregistered securities into the regular common shares at a fraction of the stock price at the time of conversion.

In other words, when the stock price falls, holders of these unregistered securities will convert more shares.

They are in a no-lose situation...

And they have many incentives to short sell the stock to drag the stock price down even lower...

However, there's more and these are NOT cautionary statements as some try to mislead...

The .10 valuation is already being adjusted...

10Q...
http://www.sec.gov/Archives/edgar/data/1412126/000139390512000426/katg_10q.htm

The 161,000,000common shares were valued at $0.10 per share , the closing stock price on the date of the closing, resulting in recorded goodwill of $11,600,000. 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 in the second quarter of 2012.


Let's see...
Kat Exploration investors "only hold 7.4% of Kat Gold Holdings" ...

Any issuance, dividends or selling of shares under 'Regulation S', is going to further DILUTE both companies.

Of course, investors only need to reflect upon the following statement in the 10Q...

"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."


Clearly an unsustainable valuation and their current 'Business Plan' is going to significantly DILUTE shareholders and DESTROY the value...


AND...

A Spin-Off with a practically non-existent operating history and financials that offer a limited view, ie, KATX is OTC - STOP!

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


KATX DEFAULT status on the Nevada SOS...

http://nvsos.gov/SOSEntitySearch/CorpDetails.aspx?lx8nvq=J8szY3FcAPHkNelvFsm4DA%253d%253d


Investor's math fails to take into account the stock dilution. That's the effect the issuance of new shares will have on existing shareholders.

Then there's 'Regulation S' which is unregistered and no one will be the wiser until they're gutted.

Sssso...
7.4% of BVIG is not worth 7.4%...


Equity dilution knocks down your percentage stake in the business.



B402 was kind enough to consolidate all the SEC Filings here:

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=78372950



Those are FACTS!