RemSleep Holdings Inc (RMSL)

[TinkerBelle]

1st THIS explains the 2,264,000 owned by Ken Stead and the 380,500 Float:
http://yahoo.brand.edgar-online.com/EFX_dll/EDGARpro.dll?FetchFilingHtmlSection1?SectionID=7227300-16077-16789&SessionID=mN3HHSCK0tpmo47

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the "AGREEMENT") is made and entered into as of April 16, 2010, by and among Kenneth Stead, an individual with an address of c/o Kat Exploration, Inc., 1149 Topsail Road, Mount Pearl, Newfoundland A1N 5G2, Canada (the "PURCHASER"), Bella Viaggio, Inc., a Nevada corporation (the "COMPANY") and Ronald A. Davis, an individual with an address of 665 Ashford Place, Brentwood, CA 94513 and Ronald G. Brigham, an individual with an address of 16887 King Richards Court, Sherwood, OR 97140 (collectively, the "SELLERS").

RECITALS

WHEREAS, the Sellers own of record and beneficially in the aggregate 2,043,333 shares (the "SHARES") of common stock of the Company, par value $0.001 per share (the "COMMON STOCK"), which shares constitute approximately 76.9% of all the issued and outstanding shares of Common Stock as follows: Mr. Davis, 1,043,333 Shares and Mr. Brigham, 1,000,000 Shares;

WHEREAS, the Sellers desire to sell to the Purchaser all such 2,043,333 Shares and the Purchaser desires to purchase from the Sellers all such 2,043,333 Shares (the "SHARE ACQUISITION"), upon the terms and subject to the conditions set forth herein;

WHEREAS, other than (i) the 220,667 Other Shares (as defined below) being purchased by the Purchaser in the Other Share Acquisition (as defined below),
(ii) the 380,500 shares of Common Stock owned by persons who are non-affiliates of the Company (the "NON-AFFILIATED SHAREHOLDERS"), the Sellers and/or the Purchaser and not being acquired pursuant to this Agreement or the Other Acquisition, and (iii) the 2,043,333 Shares being acquired pursuant to this Agreement, the Company has no other securities issued and outstanding;

WHEREAS, the sale of the Shares pursuant to this Agreement is being made, inter alia, in accordance with and in reliance upon the exemptions from securities registration for offers and sales under Section 4(1) and Section 4(2) of the under the Securities Act of 1933, as amended (the "SECURITIES ACT");

WHEREAS, as a condition to the closing of the Share Acquisition pursuant to this Agreement, the Purchaser pursuant to a stock purchase agreement by and among the Purchaser and eleven (11) other sellers of Common Stock, dated of even date herewith (the "OTHER SHARE ACQUISITION"), the Purchaser shall acquire simultaneously with the closing of the Share Acquisition, 220,667 additional shares of Common Stock (the "OTHER SHARES"); and

WHEREAS, following the closing of the Share Acquisition and the Other Share Acquisition, the Company will have issued and outstanding 2,644,500 shares of Common Stock, of which (i) the Purchaser shall own 2,264,000 shares of Common Stock, constituting approximately 85.6% of such shares, and (ii) there shall be 380,500 shares of Common Stock owned by the Non-Affiliated Shareholders, constituting approximately 14.4% of such shares.