UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

 

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2013

Commission file number: 000-53450

 

REMSLEEP HOLDINGS, INC.

(Name of registrant as specified in its charter)

KAT GOLD HOLDINGS CORP.

(Former Name of registrant)

 

Nevada	33-1176182
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

 

1149 Topsail Rd., Mount Pearl, Newfoundland, A1N 5G2, Canada

(Address of principal executive offices)(Zip Code)

 

(709) 368-9223

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]  No [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [  ]  No [X]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ]	Accelerated filer [  ]
Non-accelerated filer [  ] (Do not check if smaller reporting company)	Smaller reporting company [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes [  ]  No [X]

 

As of June 30, 2013, there were 344,881,342 shares of common stock outstanding.

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TABLE OF CONTENTS

				Page No.
PART I. - FINANCIAL INFORMATION
Item 1.		Financial Statements.		4
Item 2.		Management’s Discussion and Analysis of Financial Condition and Plan of Operations.		16
Item 3.		Quantitative and Qualitative Disclosures About Market Risk.		24
Item 4		Controls and Procedures.		24
PART II - OTHER INFORMATION
Item 1.		Legal Proceedings.		25
Item 1A.		Risk Factors.		25
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds.		25
Item 3.		Defaults Upon Senior Securities.		25
Item 4.		Mine Safety Disclosures		25
Item 5.		Other Information.		25
Item 6.		Exhibits.		25

 

 

 

2

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PART I - FINANCIAL INFORMATION

These unaudited financial statements have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. These financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included in the Company’s 10-K for its fiscal year ended December 31, 2012 as filed with the SEC on June 20, 2013. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as of June 30,, 2013 and the results of its operations and cash flows for the three month periods then ended have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year.

3

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ITEM 1.  FINANCIAL STATEMENTS

REMSleep Holdings, Inc. f/k/a KAT Gold Holdings Corp.

(A Development Stage Company)

BALANCE SHEETS

ASSETS	6/30/2013			12/31/2012
	(unaudited)			(audited)
CURRENT ASSETS:
Cash	$	158		$	478
TOTAL CURRENT ASSETS		158			478
TOTAL ASSETS	$	158		$	478
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$	138,303		$	140,901
Loan payable to individual		50,000			30,000
Convertible notes payable- related party (net of $700,000 discount)		140,000			-
Derivative liabilities related party		1,792,697			-
Due to related party		13,913			-
Accrued Interest Payable		15,815			-
Accrued compensation to officers		678,000			544,000
TOTAL CURRENT LIABILITIES		2,828,728			714,901
STOCKHOLDERS' EQUITY (DEFICIT)
Series A preferred stock, $.001 par value, 5,000,000 shares authorized,
no shares issued or outstanding at June 30, 2013 and December 31, 2012		-			-
Common stock, $.001 par value, 1,000,000,000 shares authorized,
344,881,342 and 341,714,675 shares issued or outstanding at
June 30, 2013 and, December 31, 2012, respectively		344,881			341,715
Common stock to be issued, $.001 par value, 4,500,000 and 122,929,825
shares at June 30, 2013 and, December 31, 2012, respectively		4,500			122,930
Additional paid in capital		148,925,793			148,800,630
Accumulated other comprehensive income (loss)		(962)			-
Deficit accumulated during the development stage		(152,102,782)			(149,979,699)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(2,828,570)			(714,424)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	158		$	478

The accompanying notes are an integral part of these financial statements

4

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REMSleep Holdings, Inc. f/k/a KAT Gold Holdings Corp.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(UNAUDITED)

											Cumulative
											Amount
	For the three months					For the six months					from Inception
	ended June 30					ended June 30					(December 5, 2005)
	2013			2012		2013			2012		to June 30, 2013
REVENUES:
Sales	$	-		$	-	$	-		$	-	$	-
Cost of sales		-			-		-			-		-
Gross profit		-			-		-			-		-
EXPENSES:
Wages		782,000			610,000		974,000			610,000		2,301,299
Common Stock Issued		9,900			-		9,900			-		9,900
Geologist and geophysicist		-			-		-			-		105,579
Accounting and legal		-			35,352		9,138			45,645		440,546
Office and other expenses		16,385			8,789		21,533			15,750		68,446
Vehicle expenses		-			-		-			-		6,692
Claim option expenses		-			-		-			-		52,500
Drilling and excavation		-			-		-			-		189,280
Travel and entertainment		-			-		-			-		16,429
Assay and related		-			-		-			-		103,599
Total expenses		(808,285)			654,141		1,014,571			671,395		3,294,270
Loss from operations	$	(808,285)		$	(654,144)		$(1,014,571)		$	(671,395)	$	(3,294,270)
Impairment of mineral rights and properties purchased from related party		-			-		-			-		(18,900,000)
Impairment of mineral rights and properties purchased		-			(16,100,000)		-			(16,100,000)		(16,100,000)
Impairment of Handcamp division property purchase		-			-		-			-		(112,700,000)
Total impairments		-			(16,100,000)		(1,014,571)			(16,100,000)		(147,700,000)
Other Income (expenses)
Interest Expense		(15,815)			-		(15,815)			-		(15,815)
Amortization of debt discount		(140,000)			-		(140,000)			-		(140,000)
Derivative liabilities expense		(930,693)			-		(930,693)			-		(930,693)
Change in derivative liabilities expense		(22,004)			-		(22,004)			-		(22,004)
Loss before income taxes		(1,916,797)			(16,100,000)		(1,108,512)			(16,771,395)		(1,108,512)
Provision for income taxes		-			-		-			-		-
NET LOSS	$	(1,916,797)		$	(16,754,141)	$	(2,123,083)		$	(16,771,395)	$	(152,102,782)
Other Comprehensive Loss:
Foreign currency translation adjustment		962			-		962			-		962
	$	(1,917,759)		$	(16,754,141)	$	(2,124,045)		$	(16,771,395)	$	(152,103,744)
Basic and fully diluted net loss per share	$	**		$	(0.06)	$	(0.01)		$	(0.06)	$	(0.93)
Weighted average common shares outstanding		344,156,067			298,644,500		342,984,473			298,644,500		164,214,500

**Less than $0.01

The accompanying notes are an integral part of these financial statements

5

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REMSleep Holdings, Inc. f/k/a KAT Gold Holdings Corp.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(UNAUDITED)

							Cumulative
							Amount
							from Inception
	June 30			June 30			(December 5, 2005)
	2013			2012			to June. 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,123,083)		$	(16,771,395)		$	(152,102,782)
Adjustments to reconcile net loss to net cash (used in) operations:
Recapitalization of equity due to reverse merger		-			-			2,645
Impairment of Handcamp estimated value		-			-			112,700,000
Impairment of mineral rights and properties purchased from related party		-			-			18,900,000
Impairment of mineral rights and properties		-			-			16,100,000
Common shares to be issued for sign on bonus		-			450,000			450,000
Common shares to be issued for compensation		9,900			-			9,900
Amortization of debt discount		140,000			-			140,000
Derivative liabilities expense		930,693			-			930,693
Change in derivative liabilities expense		22,004			-			2,204
Series A preferred shares issued to officers for bonuses		-			-			212,000
Changes in operating assets and liabilities:
Accrued compensation to officers		134,000			160,000			678,000
Accounts payable		(2,598)			58,862			138,304
Accrued Interest payable		15,815			-			18,232
NET CASH (USED IN) OPERATING ACTIVITIES		(873,269)			(16,102,533)			(1,803,421)
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan proceeds from individual		20,000			-			50,000
Proceed from related party		13,913			-			13,913
Proceeds from convertible notes payable related party		840,000			-			840,000
Common shares to be issued for investment		-			-			5,000
Common shares issued for investment		-			-			10,000
Capital contributions from related party		-			-			885,630
NET CASH PROVIDED BY FINANCING ACTIVITIES		873,913			-			1,804,543
Foreign currency adjustment		962						962
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(319)			(2,533)			158
CASH AND CASH EQUIVALENTS,
BEGINNING OF THE YEAR		478			6,309			-
END OF THE Period	$	158		$	3,776		$	158
NON-CASH FINANCING ACTIVITIES:
Purchase of Handcamp property via issuance of 161,000,000 common
shares of which 65,000,000 shares have been issued at June 4, 2010 and
91,000,000 shares were issued on September 14, 2010, and related write-
off due to impairment of the estimated value as future cash flow is uncertain	$	-		$	-		$	112,539,000
Purchase of KATX mineral rights and properties via issuance of 135,000,000
shares pursuant to contract dated November 23, 2011 using closing stock
price of $.14 at such date and related impairment of the estimated value
as future cash flow is uncertain	$	-		$	-		$	18,900,000
Purchase of African mineral rights and properties via issuance of 161,000,000
shares pursuant to contract dated April 18, 2012 using closing common stock
price of $.10 at such date and related impairment of the estimated value
as future cash flow is uncertain	$	-		$	16,100,000		$	16,100,000

 

The accompanying notes are an integral part of these financial statements

6

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REMSleep Holdings, Inc. f/k/a KAT GOLD HOLDINGS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

For the Period Ended June 30, 2013

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Activity

REMSleep Holdings, Inc., f/k/a Kat Gold Holdings Corp. (the “Company”) was incorporated in the State of Nevada on June 6, 2007.  Following its acquisition of Handcamp on June 4, 2010, a gold property located in the Province of Newfoundland and Labrador, Canada (“Handcamp”), the Company changed its business model to that of a mineral acquisition, exploration and development company focused primarily on gold properties.  On August 26, 2010, the Company’s name was changed from Bella Viaggio, Inc. to the Company.  As of this annual report, the Company has not generated any revenues but has incurred expenses related to the drilling and exploration of Handcamp. The Company has commenced exploratory drilling operations on the Handcamp property and  sent core samples obtained for analysis.  The Company is currently awaiting the results of these core samples.

The Company has not yet earned any revenue from operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Enterprise” as set forth in Financial Accounting Standards Board Statement ASC 915 (“FASB ASC 915”). Among the disclosures required by FASB ASC 915 are that the Company’s financial statements be identified as those of a development stage operation, and that the statements of operations, stockholders’ deficit and cash flows disclose activity since the date of the Company’s inception.

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a December 31 fiscal year end.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the Statements of Cash Flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents.

Comprehensive Income (Loss)

The Company reports comprehensive income and its components following guidance set forth by section 220-10 of the FASB Accounting Standards Codification which establishes standards for the reporting and display of comprehensive income and its components in the consolidated financial statements. There were no items of comprehensive income (loss) applicable to the Company during the period covered in the financial statements.

7

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REMSleep Holdings, Inc. f/k/a KAT GOLD HOLDINGS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

For the Period Ended June 30, 2013

Long-Lived Assets

The Company evaluates the recoverability of its fixed assets and other assets in accordance with section 360-10-15 of the FASB Accounting Standards Codification for disclosures about Impairment or Disposal of Long-Lived Assets. Disclosure requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows. If so, it is considered to be impaired and is written down to fair market value, which is determined based on either discounted future cash flows or appraised values. The company adopted the statement on inception. No impairments of these types of assets were recognized during the period ended June 30, 2013.

Risk and Uncertainties

The Company is subject to risks common to companies in the mining industry, including, but not limited to, litigation, development of new technological mining innovations and dependence on key personnel.

Advertising Costs

Advertising costs are expensed as incurred. The Company does not incur any direct-response advertising costs.

Stock-Bases Compensation

The company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about stock based compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.

Fair Value for Financial Assets and Financial Liabilities

The company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("paragraph 820-10-35-37") to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1: Quoted market prices available in active markets for identical assets and liabilities as of the reporting date.

Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3: Pricing inputs that are generally observable inputs and not corroborated by the market data.

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REMSleep Holdings, Inc. f/k/a KAT GOLD HOLDINGS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

For the Period Ended June 30, 2013

The carrying amounts of the company's financial assets and liabilities, such as cash, accounts receivable, rent deposit, accounts payable, customer deposits and notes payable approximate their fair values because of the short maturity of these instruments.

The company's derivative liabilities related to convertible debt are measured at fair value on a recurring basis, using level 3 inputs. There were no assets or liabilities measured at fair value on a nonrecurring basis during the quarter ended June 30, 2013.

Fair Value of Financial Statements

The Company’s financial instruments consist of cash and security deposits. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Loss Per Share

Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of June 30, 2013 and 2012.

Recent Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements will cause a material impact on its financial condition or the results of its operations.

NOTE 2 NOTE PAYABLE

Note payable at June 30, 2013 consists of a $50,000 demand, balloon note payable to an unrelated individual bearing no interest. The loan is unsecured and has no specific maturity date. The note is bearing interest at the rate of 8% per annum. The accrued interest related to this note was $1,917 and $0 for the quarter ended June 30,2013 and 2012, respectively.

NOTE 3 CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES RELATED PARTY

On April 30, 2013 the Company issued two 9.9% convertible notes in the principal amount of $720,000 and $120,000 (the "Note"), respectively, to two related parties.

The notes bear interest at the rate of 9.9% per annum. All interest and principal was due on April 30, 2014 and is in default. The Note is convertible on or after April 30, 2014 and prior to full payment of principal and interest hereunder, at the Lender option, at a 50% discount to the average closing bid price for the previous three (3) trading days prior to the conversion as Trading Day is defined in the Notes. The Company may prepay the Debenture at any time without penalty.

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REMSleep Holdings, Inc. f/k/a KAT GOLD HOLDINGS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

For the Period Ended June 30, 2013

The Company has determined that the conversion feature of the Notes represent an embedded derivative since the Notes is convertible into a variable number of shares upon conversion. Accordingly, the Notes are not considered to be conventional debt under EITF 00-19 and the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability. Accordingly, the fair value of this derivative instrument has been recorded as a liability on the balance sheet with the corresponding amount recorded as a discount to the Notes. Such discount was amortized from the grant date to the maturity date of the Notes. The change in the fair value of the derivative liability is recorded in other income or expenses in the statement of operations at the end of each period, with the offset to the derivative liability on the balance sheet. The embedded conversion feature included in the Notes resulted in an initial debt discount of $720,000 and $120,000 respectively based on the initial fair value of the derivative liability of $1,517,737 and $252,956, respectively. The fair value of the embedded derivative liability was calculated at grant date utilizing the following assumptions:

				Assumed		Market
				Conversion		Price on	Volatility	Risk-Free
Grant Date		Fair Value	Term Yrs	Price		Grant Date	Percentage	Rate
4/30/2013		$1,517,737	1	$0.0019		$0.0039	780%	0.11%
4/30/2013		$252,956	1	$0.0019		$0.0039	780%	0.11%

At June 30, 2013, the company revalued the embedded derivative liability. For the period from the grant date to June 30, 2013, the balance of derivative liability of these two convertible notes were increased by $18,860 to $1,536,598 and increased by $3,143 to 256,100 respectively.

The fair value of the embedded derivative liability was calculated at June 30, 2013 utilizing the following assumptions:

				Assumed
				Conversion		Volatility		Risk-Free
Fair Value		Terms Years		Price		Percentage		Rate
$1,536,598		0.83		$0.0017		790%		0.15%
$256,100		0.83		$0.0017		790%		0.15%

The carrying value of the Notes was $120,000 and $20,000, respectively, as of June 30, 2013, net of unamortized discount of $600,000 and $100,000, respectively. The company recorded amortization of the debt discount in the amount totally of $140,000 during the quarters ended June 30, 2013. The accrued interest related to this notes for quarters ended June 30, 2013 is $11,913 and $1,985 respectively.

NOTE 4 DUE TO RELATED PARTY

Due to related party was $17,142 and $0 as of June 30, 2013 and 2012 respectively. The funds were borrowed from the Company's former officer and stockholder to fund the Company's daily operations. The effect of imputed interest are immaterial on the financial statements taken as a whole.

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REMSleep Holdings, Inc. f/k/a KAT GOLD HOLDINGS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

For the Period Ended June 30, 2013

NOTE 5 CAPITAL STOCK

The Company was originally authorized to issue 5,000,000 Class A preferred shares with $0.001 per value with 1:25 voting rights. As of June 30, 2013, there was no Class A preferred shares issued and outstanding. The company is currently authorized to issued 1,000,000,000 common shares with $.001 par value per share.

On April 17, 2013, the Company issued as compensation for services provided a total of 3,000,000 common shares with a fair value of $9,900 to a third party. The fair value of the shares was based on the price quoted on the OTC bulletin board on the grant date.

On October 12, 2012, the Company signed a subscription agreement to issue 166,667 common shares in exchange of $5,000. As of December 31, 2013, 166,667 common shares to be issued were recorded. These 166,667 common shares were issued on February 13, 2013.

On July 5, 2012, the Company issued 333,333 common shares in exchange of $10,000.

On April 18, 2012, the Company 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 the company acquired all of the issued and outstanding shares of the capital stock of Global Gold. The consideration (the "Purchase Price") paid by the company to the sellers was an aggregate of one hundred sixty-one million (161,000,000) shares of the company's common stock, par value $0.001 per share ( the "Common Stock"), of which one hundred eighteen million two hundred sixty-three thousand one hundred fifty-eight (118,263,158) shares of common stock payable to Thomas Brookes ("Brookes") and Matthew Sullivan ("Sullivan") were placed in escrow and will be released in accordance with the terms of an Escrow Agreement, described below. The purchase agreement also provided that Brookes and Sullivan will be appointed to the Board of Directors of the Company, and that each of Kenneth Stead, Timothy Stead, Brookes and Sullivan will vote their shares of stock of the company in favor of each other as directors so long as the parties maintain an ownership interest of at least five percent (5%) of the company's outstanding common stock and until the earlier of (i) eighteen (18) months from the date of the closing of the Global Gold transaction if the company has not received revenues of at least One Million Dollars ($1,000,000) from the production of the Ekom Eya mine in Ghana; or (ii) three (3) years from the date of the closing.

On April 12, 2012, the company entered into an Escrow Agreement with Brookes, Sullivan and Gracin & Marlow, LLP, as escrow agent (the "Escrow Agreement"), pursuant to which the parties agreed that one hundred eighteen million two hundred sixty-three thousand one hundred fifty-eight (118,263,158) shares of common stock (the "Escrow Shares') will be released to Brookes and Sullivan if and when the company has received revenues of at least one million dollars ($1,000,000) from the production of the Ekom Eya mine in Ghana (the "Milestone"); provided, however, that if the Milestone is not achieved by the date that is two (2) years from the date of the Escrow Agreement, the escrow agent will release to the company for cancellation all of the Escrow Shares, unless otherwise agreed to by the company and Brookes and Sullivan.

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REMSleep Holdings, Inc. f/k/a KAT GOLD HOLDINGS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

For the Period Ended June 30, 2013

In connection with the purchase agreement, described below, the company will issue to the sellers one hundred sixty-one million (161,000,000) shares of common stock. These securities will be issued in reliance on Section 4(2) of the securities act of 1933, as amended (the "Securities Act"). The issuance will not involve any general solicitation or advertising by us. The sellers acknowledged the existence of transfer restrictions applicable to the securities to be sold by us. Certificates representing the securities to be sold contain a legend stating the restrictions on transfer to which such securities are subject. The shares were recorded at $.10 per share, the price of the stock at the issuance date and date of contract. The $16,100,000 purchase price was immediately written off due to no future realization of cash flows and worthlessness.

On February 27, 2014 the Purchase Agreement was terminated by an executed share exchange agreement (the "agreement") with Global Gold. The agreement provides in part that 118,263,158 shares of our common stock previously issued to Mr. Sullivan and Mr. Brookes be returned to the Company and cancelled. In consideration for the delivery of the 118,263,158 shares of common stock, the Company will deliver to Mr. Brookes and Mr. Sullivan all of the issued and outstanding shares of Global Gold owned by the Company. A total of 42,736,842 shares of Kat Gold common stock previously issued to the minority shareholders of Global Gold shall remain issued and outstanding.

NOTE 6 LOSS PER SHARE

Loss per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. Basic and diluted loss per share was $0.01 and $0.06 for the quarters ended June 30, 2013 and 2012.

NOTE 7 SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental disclosures of cash flow information for the quarters ended June 30, 2013 and 2012 are summarized as follows:

Cash paid during the years for interest and income taxes:

		2013			2012
Income Taxes		$	--		$	--
Interest		$	--		$	--

NOTE 8 COMMITMENTS AND CONTINGENCIES

Certain of the Company’s officers and directors are involved in other related business activities and most likely will become involved in other business activities in the future.

NOTE 9 MATERIAL CONTRACTS

On November 23, 2011, the Company entered into an asset purchase agreement by and between the Company and KATX. The Company acquired 100% of the mineral rights that KATX then held in and to the mineral properties Rusty Ridge, Collier’s, North Lucky and South Lucky, from KATX solely in exchange for 135,000,000 shares of the Company’s common stock.

12

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REMSleep Holdings, Inc. f/k/a KAT GOLD HOLDINGS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

For the Period Ended June 30, 2013

NOTE 10 RELATED PARTY TRANSACTIONS

The Company has received support from a party related through common ownership and directorship. All of the expenses herein have been borne by this entity on behalf of the Company and the direct vendor payments are treated as capital contributions in the accompanying financial statements.

NOTE 11 MATERIAL EVENT (PURCHASE OF EKOM MINE PROPERTY) AND EMPLOYMENT COMMITMENTS

On April 18, 2012, the Company 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 the Company acquired all of the issued and outstanding shares of the capital stock of Global Gold. The consideration (the “Purchase Price”) paid by the Company to the Sellers was an aggregate of one hundred sixty-one million (161,000,000) shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), of which one hundred eighteen million two hundred sixty-three thousand one hundred fifty-eight (118,263,158) shares of Common Stock payable to Thomas Brookes (“Brookes”) and Matthew Sullivan (“Sullivan”) were placed in escrow and will be released in accordance with the terms of an Escrow Agreement, described below. The Purchase Agreement also provides that Brookes and Sullivan will be appointed to the Board of Directors of the Company, and that each of Kenneth Stead, Timothy Stead, Brookes and Sullivan will vote their shares of stock of the Company in favor of each other as directors so long as the parties maintain an ownership interest of at least five percent (5%) of the Company’s outstanding common stock and until the earlier of (i) eighteen (18) months from the date of the closing of the Global Gold transaction if the Company has not received revenues of at least One Million Dollars ($1,000,000) from the production of the Ekom Eya mine in Ghana; or (ii) three (3) years from the date of the closing.

On April 18, 2012, the Company entered into an Escrow Agreement with Brookes, Sullivan and Gracin & Marlow, LLP, as escrow agent (the “Escrow Agreement”), pursuant to which the parties agreed that one hundred eighteen million two hundred sixty-three thousand one hundred fifty-eight (118,263,158) shares of Common Stock (the “Escrowed Shares”) will be released to Brookes and Sullivan if and when the Company has received revenues of at least One Million Dollars ($1,000,000) from the production of the Ekom Eya mine in Ghana (the “Milestone”); provided, however, that if the Milestone is not achieved by the date that is two (2) years from the date of the Escrow Agreement, the escrow agent will release to the Company for cancellation all of the Escrowed Shares, unless otherwise agreed to by the Company and Brookes and Sullivan.

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REMSleep Holdings, Inc. f/k/a KAT GOLD HOLDINGS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

For the Period Ended June 30, 2013

In connection with the Purchase Agreement, described below, the Company will issue to the Sellers one hundred sixty-one million (161,000,000) shares of Common Stock. These securities will be issued in reliance on Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). The issuance will not involve any general solicitation or advertising by us. The Sellers acknowledged the existence of transfer restrictions applicable to the securities to be sold by us. Certificates representing the securities to be sold contain a legend stating the restrictions on transfer to which such securities are subject. The shares were recorded at $.10 per share, the price of the stock at the issuance date and date of contract. The $16,100,000 purchase price was immediately written off due to no future realization of cash flows and worthlessness. On February 27, 2014, the purchase agreement was terminated by an executed share exchange agreement (the "agreement') with Global Gold. The agreement provides in part that 118,263,158 shares of our common stock previously issued to Mr. Sullivan and Mr. Brookes be returned to the Company and cancelled. In consideration for the delivery of the 118,263,158 shares of common stock, the Company will deliver to Mr. Brookes and Mr. Sullivan all of the issued and outstanding shares of Global Gold owned by the Company. A total of 42,736,842 shares of common stock previously issued to the minority shareholders of Global Gold shall remain issued and outstanding.

In connection with the Kenneth Stead Agreement, the Company issued to Mr. Stead as a sign-on bonus four million five hundred thousand (4,500,000) shares of Common Stock in 2014.

In connection with the Kenneth Stead Employment Agreement, the Company issued to Mr. Stead one million five hundred thousand (1,500,000) shares of Series A convertible preferred stock in 2014 upon the closing of the Global Gold transaction. On February  2014, the purchase agreement was terminated by an executed share exchange (the "agreement") with Global Gold. The Company is no longer required to issue these series preferred stock to Mr. Stead.

In connection with the Timothy Stead Employment Agreement, described below, the Company issued to Mr. Stead six hundred twenty thousand (620,000) shares of Series A convertible preferred stock upon the closing of the Global Gold transaction in 2014. On February 2014, the purchase agreement was terminated by an executed share exchange agreement (the "Agreement") with Global Gold. The company is no longer required to issue these Series A preferred stock to Mr. Stead.

NOTE 12 GOING CONCERN AND UNCERTAINTY

The Company has suffered recurring losses from operations since inception. In addition, the Company has yet to generate an internal cash flow from its business operations. These factors raise substantial doubt as to the ability of the Company to continue as a going concern.

Management’s plans with regard to these matters encompass the following actions: 1) to raise financing to enable it to continue its locate, explore and develop mineral properties as well as to generate working capital, and 2) to sell mineral properties that it has located, explored and developed by attempting to enter into joint ventures with, or to sell interests in any property it manages to develop to, a major mining company.

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REMSleep Holdings, Inc. f/k/a KAT GOLD HOLDINGS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

For the Period Ended June 30, 2013

The Company’s continued existence is dependent upon its ability to resolve its lack of liquidity and begin generating profits in its current business operations. However, the outcome of management’s plans cannot be ascertained with any degree of certainty. The accompanying financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties.

NOTE 13 DEVELOPMENT STAGE RISK

Since its inception, the Company has been dependent upon the receipt of capital investment to fund its continuing activities. In addition to the normal risks associated with a new business venture, there can be no assurance that the Company’s business plan will be successfully executed. The Company’s ability to execute its business plan will depend on its ability to obtain additional financing and achieve a profitable level of operations. There can be no assurance that sufficient financing will be obtained. Further, the Company cannot give any assurance that it will generate substantial revenues or that its business operations will prove to be profitable.

NOTE 14 SUBSEQUENT EVENT

On February 27, 2014 the Purchase Agreement was terminated by an executed a share exchange agreement (the "agreement") with Global Gold. The agreement provides in part that 118,263,158 shares of our common stock previously issued to Mr. Sullivan and Mr. Brookes be returned to the Company and cancelled. In consideration for the delivery of the 118,263,158 shares of common stock, the Company will deliver to Mr. Brookes and Mr. Sullivan all of the issued and outstanding shares of Global Gold owned by the Company. A total of 42,736,842 shares of common stock previously issued to the minority shareholders of Global Gold shall remain issued and outstanding.

In March 2014, the Company issued 180,000,000 shares of common stock in consideration for the forgiveness of accrued salary.

On April 17, 2014, the Company changed the par value of series A Preferred Stock from no par value to $0.001 per share. Each series A Preferred share entitles the holders to convert each share of series A Preferred stock into 1 share of common stock. Each share of series A Preferred stock has voting rights equal to 25 common shares.

On April 17, 2014, the Company authorized 5 million shares of series of B Preferred Stock, with a par value of $0.001 per share. Each series B Preferred share entitles the holders to convert each share of series B Preferred into 100 shares of common stock.

On April 17, 2014, the Company authorized 5 million shares of series of C Preferred Stock, with a par value of $0.001 per share. Each series C Preferred share entitles the holders to convert each share of series C Preferred into 50 shares of common stock.

On October 27, 2014, a 1:2,000 reverse split has been approved by the corporation and shareholders but the process of FINRA approval and effectiveness has just begun. It is expected that the reverse would be effective somewhere around February 1, 2015.

On January 5, 2015, the Company changed its name to RemSleep Holdings Inc.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS.

Forward-looking Statements

 

We and our representatives may from time to time make written or oral statements that are “forward-looking,” including statements contained in this quarterly report and other filings with the SEC, reports to our stockholders and news releases. All statements that express expectations, estimates, forecasts or projections are forward-looking statements. In addition, other written or oral statements which constitute forward-looking statements may be made by us or on our behalf. Words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “project,” “forecast,” “may,” “should,” variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements. We undertake no obligation to update or revise any of the forward-looking statements after the date of this quarterly report to conform forward-looking statements to actual results.  Important factors on which such statements are based are assumptions concerning uncertainties, including but not limited to, uncertainties associated with the following:

Inadequate capital and barriers to raising the additional capital or to obtaining the financing needed to implement our business plans;

·

Our failure to earn revenues or profits;

·

Inadequate capital to continue business;

·

Volatility or decline of our stock price;

·

Potential fluctuation in quarterly results;

·

Rapid and significant changes in markets;

·

Litigation with or legal claims and allegations by outside parties; and

·

Insufficient revenues to cover operating costs.

The following discussion should be read in conjunction with the financial statements and the notes thereto which are included in this quarterly report.  This discussion contains forward-looking statements that involve risks, uncertainties and assumptions.  Our actual results may differ substantially from those anticipated in any forward-looking statements included in this discussion as a result of various factors.

Overview

REMSleep Holdings, Inc., f/k/a Kat Gold Holdings Inc. is a development 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.  

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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 March 4^th, 2013 the share distribution took place for shareholders of the record date of December 21st, 2011.

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.

Subsequent Event

On February 27, 2014 the Purchase Agreement is terminated by executed a share exchange agreement (the "agreement") with Global Gold. The agreement provides in part that 118,263,158 shares of our common stock previously issued to Mr. Sullivan and Mr. Brookes be returned to the company and cancelled. In consideration for the delivery of the 118,263,158 shares of Kat Gold common stock, Kat Gold will deliver to Mr. Brookes and Mr. Sullivan all of the issued and outstanding, shares of Global Gold owned by Kat Gold. A total of 42,736,842 shares of Kat Gold common stock previously issued to the minority shareholders of Global Gold shall remain issued and outstanding.

On March19 2013, we announced the signing of a Memorandum of Understanding with J. Kwarteng Mines Limited for the purpose of assessing and potentially mining the alluvial deposits at the J. Kwarteng Mines Ltd concession.

Gross proceeds from any mining operations will be split 85% in favour of Kat Gold Holdings and 15% J. Kwarteng Mines Limited. The concession is located west of the Atewa Range, in the Kibi District, Eastern Region, and is one of the oldest gold producing areas in Ghana.

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Our shares of common stock are eligible for quotation on the OTC QB maintained by the OTC Markets.  Despite the change of our name, our common stock remains quoted under the symbol “BVIG.”  We have never declared bankruptcy, we have never been in receivership, and we have never been involved in any legal action or proceedings. Since our inception, we have not, other than as described above and as more fully set forth under the heading “ Description of Business,” made any significant purchases or sales of assets, nor have we been involved in any mergers, acquisitions or consolidations.  We have no subsidiaries other than Global Gold, Inc.  Our fiscal year end is December 31.

As of the date of this Annual Report, we have not generated any revenues but we have incurred expenses related to the drilling and exploration of Handcamp as well as our property in Ghana.  We have no material income and/or assets other than Handcamp, Rusty Ridge, Collier’s, South Lucky and Ekom Eya, and have cumulative losses from inception through June 30, 2013 of approximately $150,404,207.  

Our principal executive offices are located at 1149 Topsail Road, in the City of Mount Pearl, in the Province of Newfoundland and Labrador, Canada, A1N 5G2. Our telephone number is (709) 368-9223.

Plan of Operations

Our strategy is a combination of beginning production on the Ekom Eya Project, to eventually further develop Handcamp and the November Properties, and to stake, explore and develop new properties in geologically promising areas and to continue making acquisitions of select properties that have been identified as economically attractive, technically and geologically sound and have significant upside potential.

We intend to build our business by beginning production on Ekom Eya and to continue exploration and development of the other Properties.  We may in the future seek to acquire, explore, stake and develop other gold properties and acquire producing gold properties. We plan to diversify our revenue sources, once any are established, by combining the secure and reliable revenue source of producing gold properties with the potential of gold exploration projects.  In addition, we plan to explore and stake new gold properties, acquire development stage gold exploration properties, carry out exploration programs on the acquired properties, and develop any viable gold producing properties that we discover, acquire and are able to pursue, assuming that we are able to raise the requisite financing for such activities.  We committed to examining all promising and viable properties that come to its attention with a particular interest in African and North American properties.

In order to begin work on the Ekom Eya site, we have several possible operational approaches – each requiring varying capital and equipment costs.  The primary approach will involve seeking to raise approximately $7,300,000 in financing (of which approximately $4,700,000 would be dedicated to equipment costs).  This will allow high volume processing at Ekom Eya. Alternatively, we can begin work on a limited scale with as little as $250,000 in equipment.  This approach will involve purchasing several excavators and trucks, and have the ore transported to a third party site for processing.  It is anticipated that if $7,300,000 is raised, there will be sufficient capital for us to generate positive cash flow from the Ekom Eya operations.  In the absence of raising funds in that amount, we will continue to do what preliminary work we can on Ekom Eya in anticipation of financing.   

We operate with virtually no capital. We are presently attempting to raise sufficient funds to enter into production of the Ekom Eya Project’s tailings and waste dump and fund further exploration.  We cannot assure you that we will be able to put the Ekom Eya project into production or to further develop the other Properties.

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We will assess the J. Kwarteng Mines Limited site for the purpose of potentially mining the alluvial deposits at the J. Kwarteng Mines Ltd concession.

Our ultimate objective is to implement production, sell any mineral properties that we have been able to develop to a major mining company, or to enter into joint ventures with it.  We expect that such a company, should the opportunity arise, will in all likelihood make the decision whether to enter into a joint venture or to purchase a property in its discretion.  We expect that the price of each property will be determined by the anticipated amount and value of minerals it contains.   However, we cannot assure you that we will be able to establish a relationship of any kind with a major mining company.  

We believe that the stage at which the interest of a major mining company is likely to be elicited is very subjective and subject to numerous facts and circumstances that we cannot predict with any significant confidence.  However, we do believe that such companies have in the past become interested in a mining property based solely on the discovery of one promising drill hole having, in the opinion of such mining company, significant potential to contain substantial economic value.

Irrespective of any interest shown by such a company, if any, we do not anticipate that our own activities with respect to Handcamp, Rusty Ridge, Collier’s or South Lucky will extend beyond conducting a preliminary feasibility study, where such a study is defined as having (i) established that a particular mining project appears viable, and (ii) concluded that an effective method of mineral processing can be adopted and is reasonably likely, in the reasonable opinion of a qualified person, to lead to the determination that all or a part of the mineral resource can be classified as a mineral reserve.

We carried out Phase I on Handcamp, the initial phase of exploratory drilling, during the summer of 2010.  We have had the core samples obtained thereby analyzed.  Based upon that review, management is cautiously optimistic about the results and is currently in the process of determining our next steps.  However, as discussed elsewhere herein, management presently plans to concentrate on the development of Ekom Eya.

Cash Requirements

We operate with virtually no capital.  We are currently attempting to raise sufficient funds to begin processing of the Ekom Eya’s tailings and waste dump and to fund further exploration.  We estimate that we will require an additional $250,000 to continue our present development of Ekom Eya and approximately an additional $7,050,000 to begin production on the Ekom Eya site as well as for working capital.  We are in discussions with prospective investors to provide funding in the amount of up to $7,300,000 but would also accept funding in the amount of $250,000 until such time as additional funds could be raised.  We anticipate that the receipt of such funds would enable us to satisfy our cash requirements for a period of six (6) months, though if we only receive an amount of $250,000 we would not be able to commence production on the Ekom Eya site, though it would permit us to begin limited processing of the tailings on the site.  While such limited processing would be likely to generate a certain amount of revenues, theoretically permitting us to reduce our aggregate cash requirements, we do not believe that full production could begin within a reasonable amount of time in the absence of our ability to raise the remaining approximately $7,050,000 that we are seeking.

We have no long term debt and have been able to meet our past financial obligations, including operational expenses, exploration expenses and acquisition costs, on a current basis.

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We cannot assure you that $7,300,000 would be sufficient to enable us to fully fund our anticipated cash requirements during this period.  In addition, we cannot assure you that the requisite financing, whether over the short or long term, will be raised within the necessary time frame or on terms acceptable to us, if at all.  Should we be unable to raise sufficient funds we may be required to curtail our operating plans if not cease them entirely.  As a result, we cannot assure you that we will be able to operate profitably on a consistent basis, or at all, in the future.

None of the above figures refers to the financing that we would have to raise in order to contemplate further exploration and development of the Properties or making acquisitions of any other gold properties. While our business strategy includes acquiring additional gold properties, if possible, we have no present intention to acquire additional properties, in large part because we do not presently have the means to make any further acquisitions.  We would have to raise additional financing over and above the sums discussed above in order to contemplate making acquisitions of any additional gold properties.

Going Concern

As of June 30, 2013, there is substantial doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow to fund our proposed business.   

We have suffered recurring losses from operations since our inception. In addition, we have yet to generate an internal cash flow from our business operations or successfully raised the financing required to develop our proposed business. As a result of these and other factors, our independent auditor has expressed substantial doubt about our ability to continue as a going concern.  Our future success and viability, therefore, are dependent upon our ability to generate capital financing.  The failure to generate sufficient revenues or raise additional capital may have a material and adverse effect upon us and our shareholders.

Management’s plans with regard to these matters encompass the following actions: (i) obtaining funding from new investors to alleviate our working capital deficiency, and (ii) implementing a plan to generate sales. Our continued existence is dependent upon our ability to resolve our liquidity problems and increase profitability in our current business operations. However, the outcome of management’s plans cannot be ascertained with any degree of certainty. Our financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties.

Liquidity and Capital Resources

We had a cash balance of $158 as of the date of June 30, 2013.

Cash flow from operations.

To date, we have generated no cash flow from operations.

Cash flows from shareholders.

Capital contributions provided by our parent company aggregated $885,630 as of June 30, 2013.

We will receive no further capital contributions from Kat Exploration in the future.  Please see “Cash Requirements” above for our existing plans with respect to raising the capital we believe will be required.

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In the event that we are able to obtain the necessary financing to move forward with our business plan, we expect that our expenses will increase significantly as we attempt to grow our business. Accordingly, the above estimates for the financing required may not be accurate and must be considered in light these circumstances.

Variables and Trends

Other than the Ekom Eya Project and the current exploration of the Handcamp, Rusty Ridge, Collier’s and South Lucky properties, we have no operating history with respect to our exploration, acquisition and development of gold properties.  However, Kat Exploration and all of our officers and directors have significant mining exploration, acquisition and development experience.

Commitments

As of June 30, 2013, our only material capital commitment was the implementation of the Ekom Eya Project and the continued funding of the exploration of the Handcamp, Rusty Ridge, Collier’s and South Lucky properties. Kat Gold Holdings has signed a Memorandum of Understanding with J. Kwarteng Mines Limited for the purpose of assessing and potentially mining the alluvial deposits at the J. Kwarteng Mines Ltd concession in Ghana. We anticipate that any further capital requirements will be financed principally through the issuance of our securities. However, we cannot assure you that additional capital resources and financings will be available to us on a timely basis, on acceptable terms, or at all.  We have no commitments to any unrelated parties.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies

We prepare financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”), which requires us to make estimates and assumptions that affect the amounts reported in our combined and consolidated financial statements and related notes.  We periodically evaluate these estimates and assumptions based on the most recently available information, our own historical experience and various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates.  Some of our accounting policies require higher degrees of judgment than others in their application.  We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our financial statements.

Business Activities. We have not yet earned any revenue from operations. Accordingly, our activities have been accounted for as those of a “Development Stage Enterprise” as set forth in Financial Accounting Standards Board Statement No. 7, “Accounting and Reporting for Development Stage Enterprises” (“SFAS No. 7”). Among the disclosures required by SFAS No. 7 are that our financial statements be identified as those of a development stage operation, and that the statements of operations, shareholders’ equity and cash flows disclose activity since the date of our inception.

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Basis of Presentation. Our financial statements are presented on the accrual basis of accounting in accordance with GAAP, whereby revenues are recognized in the period earned and expenses when incurred. We follow SFAS No. 7 in preparing our financial statements.

  

Management’s Use of Estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Comprehensive Income (Loss). We adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income,” which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. There were no items of comprehensive income (loss) applicable to us during the period covered in the financial statements.

  

Long-Lived Assets.  In accordance with SFAS No. 144, we review and evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, including those noted above, we compare the assets’ carrying amounts against the estimated undiscounted cash flows to be generated by those assets over their estimated useful lives. If the carrying amounts are greater than the undiscounted cash flows, the fair values of those assets are estimated by discounting the projected cash flows. Any excess of the carrying amounts over the fair values are recorded as impairments in that fiscal period.

  

Statement of Cash Flows.  For purposes of the statement of cash flows, we consider all highly liquid investments (i.e., investments which, when purchased, have original maturities of three months or less) to be cash equivalents.

Fair Value of Financial Instruments

Our financial instruments consist of cash and cash equivalents.  The fair value of cash and cash equivalents approximates the recorded amounts because of the liquidity and short-term nature of these items.   

Recent Accounting Pronouncements

We have reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe that any future adoption of such pronouncements will have a material impact on our financial condition or the results of our operations.

Results of Operations

The three and  six months ended June 30, 2012 compared to the three and six months ended June 30, 2013

For the three and  six months ended June 30, 2012 compared to the three and six months ended June 30, 2013, total revenues were $0, $0  and $0, $0, respectively; and net losses were $16,754,141,  $16,771,395, and  $1,916,797, $2,123,083 and respectively. The net losses were attributable to operating expenses and primarily to impairment charges.  

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On April 18, 2012, we executed a Securities Purchase Agreement with Global Gold, and the shareholders of Global Gold, pursuant to which we acquired all of the issued and outstanding shares of the capital stock of Global Gold. The consideration that we paid Global Gold was an aggregate of 161,000,000 shares of our common stock. The 161,000,000 shares of our common stock 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. Our 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.

During the year ended December 31, 2010, we acquired 100% of “Handcamp,” a gold property, from Kat Exploration in exchange for 161,000,000 shares of our common stock.  We issued 65,000,000 shares of our common stock to Kat Exploration on June 4, 2010, and the remaining 96,000,000 shares of our common stock were issued to Kat Exploration on September 14, 2010.  The shares of our common stock 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. Our 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.  

 

During the year ended December 31, 2011, we entered into an asset purchase agreement with Kat Exploration. We acquired 100% of the mineral rights that Kat Exploration then held in and to the mineral properties Rusty Ridge, Collier’s, North Lucky and South Lucky in exchange for 135,000,000 shares of our common stock.  The North Lucky is no longer a part of our portfolio.  The claim has been dropped and returned to the Crown Lands department. Kat Gold Holdings wishes to inform shareholders that upon review, two claims in the Handcamp Properties portfolio have been retained (11745m and 17308m) and the balance returned to the the Crown Lands department..

During the year ended December 31, 2012, we acquired Global Gold Inc. and the rights to operate the Ekom Eya Project in Ghana.  The shares of our common stock were valued at $0.10 per share, the closing stock price on the date of the closing, resulting in recorded goodwill of $16,100,000. Our 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.

On March19 2013, we announced the signing of a Memorandum of Understanding with J. Kwarteng Mines Limited for the purpose of assessing and potentially mining the alluvial deposits at the J. Kwarteng Mines Ltd concession.

Gross proceeds from any mining operations will be split 85% in favour of Kat Gold Holdings and 15% J. Kwarteng Mines Limited. The concession is located west of the Atewa Range, in the Kibi District, Eastern Region, and is one of the oldest gold producing areas in Ghana.

As described in the Definitive Information Statement on Schedule 14C filed on December 26, 2012, Kat Gold Holdings Corp. filed an amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada to effectuate an increase in the Company’s authorized number of shares of common stock to 1,000,000,000.  Five million (5,000,000) shares of preferred stock with a par value of one tenth of one percent ($0.001) per share and no other class of stock was authorized as well.

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Subsequent Event

On February 27, 2014 the Purchase Agreement is terminated by executed a share exchange agreement (the "agreement") with Global Gold. The Agreement provides in part that 118,263,158 shares of our common stock previously issued to Mr. Sullivan and Mr. Brookes be returned to the company and cancelled. In consideration for the delivery of the 118,263,158 shares of Kat Gold common stock, Kat Gold will deliver to Mr. Brookes and Mr. Sullivan all of the issued and outstanding, shares of Global Gold owned by Kat Gold. A total of 42,736,842 shares of Kat Gold common stock previously issued to the minority shareholders of Global Gold shall remain issued and outstanding.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Each of our principal executive and principal financial officer has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a - 15(e) and 15d - 15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of the end of the period covered by this quarterly report. Based on their evaluation, each such person concluded that our disclosure controls and procedures were not effective due to material weaknesses in our internal control over financial reporting that applied as of December 31, 2011 and continued to apply as of September 30, 2012.  Our management intends, during the 2012 fiscal year, to design and implement processes and procedures that will provide reasonable assurance regarding the reliability of our financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Changes in Internal Control over Financial Reporting.  Our management has evaluated whether any change in our internal control over financial reporting occurred during the last fiscal quarter.  Based on that evaluation, management concluded that there has been no change in our internal control over financial reporting during the relevant period that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.  MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.  OTHER INFORMATION

None

ITEM 6.  EXHIBITS

(a) Documents furnished as exhibits hereto:

Exhibit No.	Description
31.1.	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Label Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase Document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	REMSleep Holdings, Inc. f/k/a KAT GOLD HOLDINGS CORP.
January 29, 2015	By:	/s/ Kenneth Stead
		Kenneth Stead, Chief Executive Officer
		(Principal Executive Officer)
January 29, 2015	By:	/s/ Matthew Sullivan
		Matthew Sullivan, Chief Financial Officer
		(Principal Accounting Officer)

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