RemSleep Holdings Inc. - Quarter Report: 2010 September (Form 10-Q)

the acquisition of producing gold properties. The Company’s business strategy is expected in the future to include attempting to diversify its revenue sources by combining the secure and reliable revenue source of producing gold properties with the potential of gold exploration projects. The Company plans 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 it discovers, acquires and is able to pursue, assuming that it is able to raise the requisite financing for such activities. While its head office and the Handcamp gold property are both located in the Province of Newfoundland and Labrador, the Company has not limited itself geographically with respect to future properties.

Sale of Properties
The ultimate objective of the Company is 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, a major mining company; the Company expects 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. The Company believes 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 cannot be predicted by the Company with any significant confidence. However, the Company believes 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 any such company, if any, the Company does not anticipate that its own activities will extend beyond conducting a preliminary feasibility study, where such 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.

Cash Requirements
The Company operates with virtually no capital. Since the acquisition of the Handcamp property, the Company has funded an exploration program using investment capital from Kat Exploration, Inc. (“KATX”), its majority shareholder. The Company is currently attempting to raise sufficient funds to fund further exploration. The Company estimates that it will require an additional $1,000,000 to fund exploration work on the Handcamp property as well as for working capital. The Company is in discussions with prospective investors to provide such funding and anticipates that the receipt of such funds would enable it to satisfy its cash requirements for a period of six (6) months. The Company has no long term debt and has been able to meet its past financial obligations, including operational expenses, exploration expenses and acquisition costs, on a current basis.

In order to finance further exploration beyond the time period discussed immediately above, the Company believes that it will need to raise a minimum of $1,500,000, which the Company anticipates would enable it to satisfy its cash requirements for a period of twelve (12) months; however, there can be no assurance that such amount would be sufficient to enable the Company to fully fund its anticipated cash requirements during such period. In addition, there can be no assurance that the requisite financing, whether over the short or long term, will be raised within the necessary time frame or on terms acceptable to the Company, if at all. Should the Company be unable to raise sufficient funds, it may be required to curtail its operating plans if not cease them entirely. There can be no assurance that the Company will be able to operate profitably on a consistent basis, or at all, in the future.

None of the above figures refer to the financing that would be required to be raised by the Company in order for it to contemplate making acquisitions of any other gold properties. While the Company’s business strategy includes acquiring additional gold properties, if possible, the Company has no present intention to acquire additional properties from KATX or any other source and does not in any event presently have the means to make any further acquisitions. The Company would have to raise additional financing over and above the sums discussed above in order to contemplate making acquisitions of any other gold properties. There can be no assurance that the Company will be able to acquire any gold properties in addition to the Handcamp property.

Liquidity and Capital Resources
The Company had no cash balances as of the date of this quarterly report. The Company’s principal source of funds has been capital contributions supplied by KATX, the Company’s majority shareholder.

Cash flow from operations.
To date, the Company has generated no cash flow from operations.

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Cash flows from shareholders.

Capital contributions provided by KATX, the majority shareholder, aggregated $585,465 as of September 30, 2010.

Should the Company be unable to obtain further capital contributions from KATX or otherwise raise sufficient funds, it will be required to curtail its operating plans if not cease them entirely. KATX has extremely limited capital available. There can be no assurance that the Company will receive further capital contributions from KATX in the future or otherwise generate the necessary funding to operate or develop its business.

Mineral Rights
The acquisition of mineral rights in the province of Newfoundland and Labrador (the “Province”) is by online map staking through the Province’s Mineral Rights Administration System, known as MIRIAD. A mineral license gives the licensee the exclusive right to explore for minerals in, on or under the area of land described in the license. A mineral exploration license is issued for a five-year term and may be renewed and held for a maximum of twenty years, provided the required annual assessment work is completed, reported and accepted by the Department of Natural Resources of the Province of Newfoundland and Labrador, and the renewal fees area paid. A license holder has the right to convert any part of the mineral license to a mining lease provided all provisions of Section 31 of the Mineral Act of the Province of Newfoundland and Labrador are met. KATX has received and is in possession of all the licenses, grants and other governmental approvals required to operate its business, all of which licenses, grants and approvals are, to the extent necessary, in the process of being assigned to Kat Gold. The cost of obtaining such governmental approvals is presently insignificant.

Going Concern
As of the date of this quarterly report, there is substantial doubt regarding the Company’s ability to continue as a going concern as it has not generated sufficient cash flow to fund its proposed business. 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 or successfully raise the financing required to develop its proposed business. As a result of these and other factors, the Company’s independent auditor has expressed substantial doubt about the Company’s ability to continue as a going concern. The Company’s future success and viability, therefore, are dependent upon its ability to generate capital financing. The failure to generate sufficient revenues or raise additional capital may have a material and adverse effect upon the Company and its shareholders.

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

Variables and Trends
Other than the current exploration of the Handcamp gold property, the Company has no operating history with respect to its exploration, acquisition and development of gold properties. However, KATX and certain of the officers and directors of the Company, including Ken Stead, Timothy Stead and Wayne Pickett, have significant mining exploration, acquisition and development experience. In the event that the Company is able to obtain the necessary financing to move forward with its business plan, the Company expects that its expenses will increase significantly as it attempts to grow its business. Accordingly, the above estimates for the financing required may not be accurate and must be considered in light these circumstances.

Commitments
As of this quarterly report, the Company’s only material capital commitment was the continued funding of the exploration of the Handcamp gold property. It is anticipated that any further capital commitments that may be incurred will be financed principally through the issuance of securities of the Company. However, there can be no assurance that additional capital resources and financings will be available to the Company on a timely basis, on acceptable terms, or at all.

Off Balance Sheet Arrangements
The Company has 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.

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable

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ITEM 4.	CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed with the SEC pursuant to the Securities Exchange of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any set of disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

The Company’s chief executive and financial officer concluded, for the quarterly period ended June 30, 2010, that the Company’s disclosure controls and procedure were not effective. Since that date, however, the Company has improved the effectiveness of its disclosure controls and procedures by taking certain steps including, but not limited to: (i) initiating activities to regularly evaluate and, where necessary, enhance the effectiveness of such disclosure controls and procedures, and (ii) hiring a chief financial officer whom management believes to be qualified to act as such on behalf of a publicly reporting company at the Company’s stage of development.

As a result, the Company’s chief executive officer and its chief financial officer evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of September 30, 2010. Based on such evaluation, the chief executive officer and the chief financial officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2010.

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

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.	REMOVED AND RESERVED
None
ITEM 5.	OTHER INFORMATION
None
ITEM 6.	EXHIBITS AND 8K

(a)	Exhibits 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

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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.

	KAT GOLD HOLDINGS CORP.
November 22, 2010	By:	/s/ Kenneth Stead
		Kenneth Stead, Chief Executive Officer
		(Principal Executive Officer)
November 22, 2010	By:	/s/ David M. Barnes
		David M. Barnes, Chief Financial Officer
		(Principal Accounting Officer)

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