RemSleep Holdings Inc (RMSL)

[AbrahamS]

RIGHT HERE....
Preliminary Prospectus


PROSPECTUS

Subject to Completion, August 23, 2012

KAT GOLD HOLDINGS CORP.

261,474,694 Shares of Common Stock


We are registering 261,474,694 shares of our common stock, par value $0.001 per share, to be distributed by Kat Exploration, Inc., our parent company.

We will not receive any proceeds from the distribution of the shares of common stock to the stockholders of our parent company.

Our shares of common stock are quoted on the OTC QB maintained by the OTC Markets Group, Inc. (the “ OTC Markets ”) under the symbol BVIG. On August 20, 2012, the last reported sale price per share as reported by the OTC QB was $0.10.

261,474,694 shares of common stock, par value $0.001 per share, of our company Kat Gold Holdings Corp., a Nevada corporation (at times referred to herein as “ Kat Gold ”) are hereby being spun off by Kat Exploration, Inc., a Nevada corporation, our parent company (at times referred to herein as “ Kat Exploration ”). Kat Gold is currently a majority-owned subsidiary of Kat Exploration. Stockholders of Kat Exploration will in the Spin-Off (the “ Spin-Off ”) receive one share of our common stock for approximately every three shares of common stock that they hold of Kat Exploration.

This Prospectus is being furnished in connection with the planned Spin-Off and the issuance of Kat Gold common stock in the Spin-Off, which will occur concurrently with the date of this Prospectus (referred to herein as the “ Spin-Off Date ”). Following the Spin-Off, each of Kat Gold and Kat Exploration will be independent, publicly-traded companies. 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. Kat Gold is presently and will after the Spin-Off remain a development stage company.

Kat Exploration is effectuating the Spin-Off pursuant to the terms of the resolutions adopted by its board of directors on December 6, 2011. Kat Exploration presently owns 296,000,000 shares of our common stock and intends to distribute 261,474,694 of these shares (the “ Spin-Off Shares ”), or approximately 56% of our shares. As of the record date of December 21, 2011 (the “ Record Date ”), there were 298,644,500 shares of common stock of Kat Gold issued and outstanding. The Spin-Off Shares constituted approximately 88% of our shares as of the Record Date. Holders of record of Kat Exploration at the close of business on the Record Date are entitled to receive the Spin-Off Shares on a pro rata basis. Consequently, stockholders of Kat Exploration on the Record Date will receive


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one share of our common stock for approximately every three shares of common stock of Kat Exploration that they held on the Record Date. http://secfilings.com/searchresultswide.aspx?link=2&filingid=8789292