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EX-31.2 - CERTIFICATION - Kat Gold Holdings Corp.bvig_ex312.htm
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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K/A


(Mark one)

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


For the fiscal year ended December 31, 2011


or


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


For the transition period from _____ to_____


Commission File Number: 000-53450


KAT GOLD HOLDINGS CORP.

(Exact name of registrant as specified in its charter)


Nevada

38-3759675

(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)


Registrant’s Telephone Number, including area code: (709) 368-9223


Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of Each Class

 

Name of Each Exchange on which Registered

None

 

Not Applicable


Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, par value $.001 par value



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  [  ]    No  [X]


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  [  ]    No  [X]


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 [X]    No  [  ]


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [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 [  ]

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]


The aggregate market value of the voting stock held by non-affiliates of the issuer on June 30, 2011, based upon the $.12 per share closing price of such stock on that date, was $35,837,340. There were 298,644,500 shares of common stock outstanding as of April 10, 2012.


Documents incorporated by reference:  None











2





EXPLANATORY NOTE


 

This Amendment No. 2 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K of Kat Gold Holdings Corp. (the “Company”) for its fiscal year ended December 31, 2011, originally filed with the Securities and Exchange Commission on April 16, 2012 (the “Original Filing”). This Amendment is being filed solely to replace the Report of the Independent Registered Public Accounting Firm included the Original Filing.

 

No other changes have been made in this Amendment to the Original Filing. This Amendment speaks as of the original date of the Original Filing, does not reflect events that may have occurred subsequent to the date of the Original Filing and does not modify or update in any way disclosures made in the Original Filing.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3





 


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors

Kat Gold Holdings Corp. (FKA Bella Viaggio, Inc.)


We have audited the accompanying balance sheets of Kat Gold Holdings Corp. (FKA Bella Viaggio, Inc.) as of December 31, 2011 and 2010 and the related statements of operations, changes in stockholders’ (deficit), and cash flows for the period of inception (December 5, 2005) through the above two years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Kat Gold Holdings Corp. (FKA Bella Viaggio, Inc.) as of December 31, 2011 and 2010, and the results of its operations, changes in stockholders’ (deficit) and cash flows for the period of inception (December 5, 2005) through the above two years then ended in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has insufficient working capital, a stockholders’ deficit and recurring net losses, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 



/s/ Bongiovanni & Associates, CPA’s

Bongiovanni & Associates, CPA’s

Cornelius, North Carolina

April 13, 2012




 



F-1





KAT Gold Holdings Corp. (FKA Bella Viaggio, Inc.)

(A Development Stage Company)

BALANCE SHEETS

AS OF DECEMBER 31, 2011 AND 2010

 

 

ASSETS

 

12/31/2011

 

12/31/2010

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

     Cash

 

$

6,309

 

$

-

     Security deposits

 

 

6,050

 

 

10,750

          TOTAL CURRENT ASSETS

 

 

12,359

 

 

10,750

 

 

 

 

 

 

 

          TOTAL ASSETS

 

$

12,359

 

$

10,750

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

     Outstanding checks in excess of bank balance

 

$

-

 

$

71

          TOTAL CURRENT LIABILITIES

 

 

-

 

 

71

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

 

     Preferred stock, $.001 par value, 5,000,000 shares authorized,

 

 

 

 

 

 

       no shares issued or outstanding

 

 

-

 

 

-

     Common stock, $.001 par value, 500,000,000 shares authorized,

 

 

 

 

 

 

       298,644,500 shares issued or outstanding at December 31, 2011

 

 

 

 

 

 

       and December 31, 2010, respectively

 

 

298,645

 

 

163,645

     Additional paid in capital

 

 

132,189,630

 

 

113,312,040

     Deficit accumulated during the development stage

 

 

(132,475,916)

 

 

(113,465,006)

          TOTAL STOCKHOLDERS' EQUITY

 

 

12,359

 

 

10,679

 

 

 

 

 

 

 

          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

$

12,359

 

$

10,750



The accompanying notes are an integral part of these financial statements.






F-2





KAT Gold Holdings Corp. (FKA Bella Viaggio, Inc.)

(A Development Stage Company)

STATEMENTS OF OPERATIONS

FOR THE PERIOD FROM INCEPTION (DECEMBER 5, 2005) TO DECEMBER 31, 2011 AND

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

 

 

 

 

 

 

 

 

 

 

Cumulative

 

 

 

 

Amount

 

 

For the years

 

from Inception

 

 

ended December 31,

 

(December 5, 2005)

 

 

2011

 

2010

 

to Dec. 31, 2011

REVENUES:

 

 

 

 

 

 

 

 

 

     Sales

 

$

-

 

$

-

 

$

-

     Cost of sales

 

 

-

 

 

-

 

 

-

     Gross profit

 

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

 

 

 

 

     Wages

 

 

-

 

 

121,299

 

 

121,299

     Geologist and geophysicist

 

 

-

 

 

105,579

 

 

105,579

     Accounting and legal

 

 

80,567

 

 

185,943

 

 

266,510

     Office and other expenses

 

 

343

 

 

13,685

 

 

14,028

     Vehicle expenses

 

 

-

 

 

6,692

 

 

6,692

     Claim option expenses

 

 

30,000

 

 

22,500

 

 

52,500

     Drilling and excavation

 

 

-

 

 

189,280

 

 

189,280

     Travel and entertainment

 

 

-

 

 

16,429

 

 

16,429

     Assay and related

 

 

-

 

 

66,649

 

 

103,599

          Total expenses

 

 

110,910

 

 

728,056

 

 

875,916

 

 

 

 

 

 

 

 

 

 

          Loss from operations

 

$

(110,910)

 

$

(728,056)

 

$

(875,916)

 

 

 

 

 

 

 

 

 

 

     Impairment of mineral rights and properties purchased from related party

 

 

(18,900,000)

 

 

-

 

 

(18,900,000)

     Impairment of Handcamp division property purchase

 

 

-

 

 

(112,700,000)

 

 

(112,700,000)

     Total impairments

 

 

(18,900,000)

 

 

(112,700,000)

 

 

(131,600,000)

 

 

 

 

 

 

 

 

 

 

     Loss before income taxes

 

 

(19,010,910)

 

 

(113,428,056)

 

 

(132,475,916)

 

 

 

 

 

 

 

 

 

 

          Provision for income taxes

 

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

          NET LOSS

 

$

(19,010,910)

 

$

(113,428,056)

 

$

(132,475,916)

 

 

 

 

 

 

 

 

 

 

Basic and fully diluted net loss per share

 

$

(0.11)

 

$

(1.36)

 

$

(1.01)

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

176,582,000

 

 

83,144,500

 

 

131,647,854



The accompanying notes are an integral part of these financial statements.






F-3





KAT Gold Holdings, Corp. (FKA Bella Viaggio, Inc.)

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS' DEFICIT

FOR THE PERIOD FROM INCEPTION (DECEMBER 5, 2005) TO DECEMBER 31, 2009

AND FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2011

 

 

 

 

Preferred

 

Common

Additional

 

 

 

Preferred

Stock

Common

Stock

Paid-in

Retained

 

 

Shares

Amount

Shares

Amount

Capital

Deficit

Total

 

 

 

 

 

 

 

 

Cumulative net losses since inception (December 5, 2005)

 

 

 

 

 

 

 

through December 31, 2009

-

$    -

2,644,500

$  2,645

$  36,950

$  (36,950)

2,645

 

 

 

 

 

 

 

 

Expenditures made by related party on Company's behalf

-

-

-

-

736,090

-

736,090

 

 

 

 

 

 

 

 

Purchase of Handcamp division property

-

-

161,000,000

161,000

112,539,000

-

112,700,000

 

 

 

 

 

 

 

 

Net loss for the year ended December 31, 2010

-

-

-

-

-

(113,428,056)

(113,428,056)

 

 

 

 

 

 

 

 

Balances, December 31, 2010

-

$    -

163,644,500

$  163,645

$  113,312,040

$ (113,465,006)

$  10,679

 

 

 

 

 

 

 

 

Purchase of mineral rights and properties from related party

-

-

135,000,000

135,000

18,765,000

-

18,900,000

 

 

 

 

 

 

 

 

Expenditures made by related party on Company's behalf

-

-

-

-

112,590

-

112,590

 

 

 

 

 

 

 

 

Net loss for the year ended December 31, 2011

-

-

-

-

-

(19,010,910)

(19,010,910)

 

 

 

 

 

 

 

 

Balances, December 31, 2011

-

$    -

298,644,500

$  298,645

$  132,189,630

$ (132,475,916)

$  12,359



The accompanying notes are an integral part of these financial statements.






F-4





KAT Gold Holdings Corp. (FKA Bella Viaggio, Inc.)

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

FOR THE PERIOD FROM INCEPTION (DECEMBER 5, 2005) TO DECEMBER 31, 2011 AND

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative

 

 

 

 

 

Amount

 

 

 

 

 

from Inception

 

 

 

 

 

(December 5, 2005)

 

2011

 

2010

 

to Dec. 31, 2011

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

Net loss

$

(19,010,910)

 

$

(113,428,056)

 

$

(132,475,916)

Adjustments to reconcile net loss to net cash (used in) operations:

 

 

 

 

 

 

 

 

    Recapitalization of equity due to reverse merger

 

-

 

 

2,645

 

 

2,645

    Impairment of Handcamp estimated value

 

-

 

 

112,700,000

 

 

112,700,000

    Impairment of mineral rights and properties purchased from related party

 

18,900,000

 

 

-

 

 

18,900,000

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

    Security deposits

 

4,700

 

 

(10,750)

 

 

(6,050)

    Outstanding checks in excess of bank balance

 

(71)

 

 

71

 

 

-

NET CASH (USED IN) OPERATING ACTIVITIES

 

(106,281)

 

 

(736,090)

 

 

(879,321)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Capital contributions from related party

 

112,590

 

 

736,090

 

 

885,630

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

112,590

 

 

736,090

 

 

885,630

 

 

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

6,309

 

 

-

 

 

6,309

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS,

 

 

 

 

 

 

 

 

BEGINNING OF THE YEAR

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

END OF THE YEAR

$

6,309

 

$

-

 

$

6,309

 

 

 

 

 

 

 

 

 

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

 

$

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

 

$

-

 

$

18,900,000



The accompanying notes are an integral part of these financial statements.





F-5





KAT GOLD HOLDINGS CORP. (FKA BELLA VIAGGIO, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

For the Years Ended December 31, 2011 and 2010


NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Business Activity

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 Kat Gold Holdings Corp.  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’ equity 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.


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 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 years ended December 31, 2011 and 2010.


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.



F-6





KAT GOLD HOLDINGS CORP. (FKA BELLA VIAGGIO, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

For the Years Ended December 31, 2011 and 2010


Income Taxes - Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of December 31, 2011, there have been no interest or penalties incurred on income taxes.


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 December 31, 2011 and 2010.


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.


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

 

In July 2010, the FASB amended the requirements for Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. As a result of these amendments, an entity is required to disaggregate by portfolio segment or class certain existing disclosures and provide certain new disclosures about its financing receivables and related allowance for credit losses. The new disclosures as of the end of the reporting period are effective for the fiscal year ending December 31, 2010, while the disclosures about activity that occurs during a reporting period were effective for the first fiscal quarter of 2011. The adoption of this guidance did not impact the Company’s results of operations or financial position.


In January 2010, the FASB issued authoritative guidance regarding fair value measures and disclosures. The guidance requires disclosure of significant transfers between level 1 and level 2 fair value measurements along with the reason for the transfer. An entity must also separately report purchases, sales, issuances and settlements within the level 3 fair value roll forward. The guidance further provides clarification of the level of disaggregation to be used within the fair value measurement disclosures for each class of assets and liabilities and clarified the disclosures required for the valuation techniques and inputs used to measure level 2 or level 3 fair value measurements. This new authoritative guidance is effective for the Company in fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this guidance did not impact the Company’s results of operations or financial position.


In September 2011, the FASB issued ASU 2011-08 which provides an entity the option to first assess qualitative factors to determine whether it is necessary to perform the current two-step test for goodwill impairment.  If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required.  Otherwise, no further testing is required. The revised standard is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  The Company does not expect that the adoption of this standard will have a material impact on the Company’s results of operations, cash flows or financial condition.



F-7





KAT GOLD HOLDINGS CORP. (FKA BELLA VIAGGIO, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

For the Years Ended December 31, 2011 and 2010


In December 2011, FASB issued Accounting Standards Update 2011-11, “Balance Sheet - Disclosures about Offsetting Assets and Liabilities” to enhance disclosure requirements relating to the offsetting of assets and liabilities on an entity's balance sheet. The update requires enhanced disclosures regarding assets and liabilities that are presented net or gross in the statement of financial position when the right of offset exists, or that are subject to an enforceable master netting arrangement. The new disclosure requirements relating to this update are retrospective and effective for annual and interim periods beginning on or after January 1, 2013. The update only requires additional disclosures, as such, the Company does not expect that the adoption of this standard will have a material impact on the Company’s results of operations, cash flows or financial condition.


NOTE 2 SUPPLEMENTAL CASH FLOW INFORMATION


Supplemental disclosures of cash flow information for the years ended December 31, 2011 and 2010 are summarized as follows:


Cash paid during the years for interest and income taxes:


 

 

2011

 

2010

 

Income Taxes

 

$

 

$

 

Interest

 

$

 

$

 


NOTE 3 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. 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 4 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 5 MATERIAL EVENT (PURCHASE OF HANDCAMP PROPERTY)


During the year ended December 31, 2010, the Company acquired (the “Acquisition”) 100% of “Handcamp,” a gold property, from Kat Exploration, Inc. (“KATX”) in exchange for 161,000,000 shares of the Company’s common stock.




F-8





KAT GOLD HOLDINGS CORP. (FKA BELLA VIAGGIO, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

For the Years Ended December 31, 2011 and 2010



Under the terms of the agreement governing the Acquisition, the Company issued 65,000,000 shares of its common stock to KATX on September 4, 2010, and the remaining 96,000,000 shares of its common stock were issued to KATX on September 14, 2010.


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.  


NOTE 6 MATERIAL CONTRACTS


KATX entered into a Diamond Drilling Contract dated February 24, 2010 in which Cabo Drilling (Atlantic) Corp. agreed to provide certain drilling services at the Handcamp property. The contract covered various rates, which in the opinion of management represented market value rates, for mobilization and demobilization, overburden penetration (pipe and casing), core drilling, surveys and tests, etc. A security deposit of approximately $10,000 was made prior to commencement of mobilization and services were provided under this contract from July through September 2010 and all such services were paid for by KATX on behalf of the Company as it acquired rights to the property in June 2010.


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.


NOTE 7 INCREASE IN AUTHORIZED COMMON SHARES AND NAME CHANGE

 

On July 7, 2010, the board of directors of the Company and shareholders owning a majority of its issued and outstanding shares of common stock of the Company voted to approve (i) an increase in its authorized common shares to 500,000,000 shares and (ii) a change in the Company’s name to Kat Gold Holdings Corp. to better reflect the nature of its operations. The Company’s articles of incorporation were amended accordingly on August 2, 2010.


NOTE 8 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 the same for the year ended December 31, 2011 as well as for the year ended December 31, 2010.


NOTE 9 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 10 INCOME TAXES


For the years ended December 31, 2011 and 2010, the Company has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $871,000 at December 31, 2011, and will begin to expire in the year 2025.




F-9





KAT GOLD HOLDINGS CORP. (FKA BELLA VIAGGIO, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

For the Years Ended December 31, 2011 and 2010



The provision for Federal income tax consists of the following at December 31:


 

2010

 

2009

Federal income tax attributable to:

 

 

 

 

 

Current operations

$

305,000

 

$

266,000

Less: valuation allowance

 

(305,000)

 

 

(266,000)


The cumulative tax effect at the expected rate of 35% of significant items comprising our net deferred tax amount is as follows:


 

2011

 

2010

Deferred tax asset attributable to:

 

 

 

 

 

Net operating loss carryover

$

305,000

 

$

266,000

Less: valuation allowance

 

(305,000)

 

 

(266,000)

Net deferred tax asset

$

-

 

$

-


The valuation allowance increased by $39,000 and $255,000 in the years 2011 and 2010, respectively.


Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.


NOTE 11 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.


In 2011, the Company received proceeds from common stock issued by the above mentioned related party and also made direct disbursements to such related party’s vendors as a conduit. At year end, all amounts were cleared up with the related party.












F-10

 




SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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.


 

KAT HOLD HOLDINGS, INC.

 

 

 

November 30, 2012

By:

/s/ Kenneth Stead

 

 

Kenneth Stead, Chief Executive Officer

 

 

Title: Chief Executive Officer, Chief Financial Officer and Director



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


 

 

 

Signature

Title

Date

 

 

 

/s/ Kenneth Stead

President, Chief Executive Officer & Director

November 30, 2012

Kenneth Stead

(Principal Executive Officer)

 

 

 

 

/s/ Matthew Sullivan

Chief Financial Officer and Director

November 30, 2012

Matthew Sullivan

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

 

 

 

 

/s/ Timothy Stead

Chief Operating Officer and Director

November 30, 2012

Timothy Stead

 

 

 

 

 

/s/ Thomas Brookes

Vice President and Director

November 30, 2012

Thomas Brookes

 

 

 




 

 

 

 







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