RemSleep Holdings Inc (RMSL)

[TinkerBelle]

2nd THIS proves the purchase of Handcamp, November Properties, and Global Gold inc....
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8878373

Background

Kat Gold Holdings Inc. is an exploration stage company incorporated in the State of Nevada on June 6, 2007. On April 28, 2010, Kenneth Stead, our president and chief executive officer, acquired 2,043,333 shares of common stock of our company, par value $0.001 per share, from Ronald A. Davis and Ronald G. Brigham for an aggregate purchase price of $275,272. Simultaneously therewith, Mr. Stead purchased an additional 220,667 shares of our common stock from eleven other former shareholders of our company. Consequently, Mr. Stead paid an aggregate purchase price of $305,000 for the 2,264,000 shares of our common stock, which constituted approximately 85.6% of all shares of common stock then issued and outstanding. The foregoing share acquisition resulted in a change in control of our company.


On June 4, 2010, pursuant to a purchase agreement between our company and our parent company Kat Exploration, Inc., a company organized under the laws of Nevada, we acquired 100% of the mineral rights that KATX then held in and to “Handcamp,” a gold property (“ Handcamp ”) located in the Province of Newfoundland and Labrador, Canada from our parent company in exchange for 161,000,000 shares of our common stock.


Following our acquisition of Handcamp, we changed our business model to that of a mineral acquisition, exploration and development company focused primarily on gold properties. On August 26, 2010 our name was changed to Kat Gold Holdings Corp. As of the date of this prospectus, we have not generated any revenues but we have incurred expenses related to the drilling and exploration of Handcamp.


On November 25, 2011, pursuant to an asset purchase agreement between our company and our parent company Kat Exploration, Inc., we acquired 100% of the mineral rights that KATX then held in and to Rusty Ridge, Collier’s and South Lucky (each a “ November Property ” and collectively, the “ November Properties ”) located in the Province of Newfoundland and Labrador, Canada from our parent company in exchange for 135,000,000 shares of our common stock. We sometimes refer to Handcamp and the November Properties collectively as the “ Properties .”


On April 18, 2012, we executed a Securities Purchase Agreement (the “ Purchase Agreement ”) with Global Gold Incorporated, a corporation organized under the laws of the Province of British Columbia (“ Global Gold ”), and the shareholders of Global Gold (the “ Sellers ”), pursuant to which we acquired all of the issued and outstanding shares of the capital stock of Global Gold. The consideration that we paid (the “ Purchase Price ”) to the Sellers was an aggregate of one hundred sixty-one million (161,000,000) shares of our common stock, of which one hundred eighteen million, two hundred sixty-three thousand, one hundred fifty-eight (118,263,158) such shares payable to Thomas Brookes and Matthew Sullivan, the principals of Global Gold, were placed in escrow and will be released in accordance with the terms of an escrow agreement.